Instil Bio director granted 6,500 stock options

Instil Bio, Inc. director George Matcham received a grant of stock options covering 6,500 shares of common stock at an exercise price of $7.93 per share.

Rhea-AI Filing Summary

Instil Bio, Inc. director George Matcham received a grant of stock options covering 6,500 shares of common stock at an exercise price of $7.93 per share. The options were awarded at no purchase price and will vest in 12 substantially equal monthly installments starting on July 11, 2026, subject to his continuous service. Any unvested portion will vest in full at the next annual stockholder meeting, or upon his death, disability, or a change in control, as defined in the company’s 2021 Equity Incentive Plan. Following this grant, he holds 6,500 stock options directly.

Insider Trade Summary

Grant/Award: 6,500 shares

Grant/Award 1 txn

Insider Matcham George

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	6,500	$0.00	$0.00

Holdings After Transaction: Stock Option (Right to Buy) — 6,500 contracts (Direct)

Footnotes (1)

1. F1. The option will vest in 12 substantially equal monthly installments commencing on July 11, 2026, subject to the Reporting Person's Continuous Service (as defined in the company's 2021 Equity Incentive Plan, the "Plan") through the vesting dates. Any portion of the option not vested on the date of the next annual stockholder meeting will vest in full, subject to the Reporting Person's Continuous Service through such date. The option will also vest in full in the event of the Reporting Person's death, Disability (as defined in the Plan) or upon a Change in Control (as defined in the Plan).

Key Figures

Options granted: 6,500 options Exercise price: $7.93 per share Options after grant: 6,500 options +2 more

5 metrics

Options granted 6,500 options Stock Option (Right to Buy) covering common stock

Exercise price $7.93 per share Exercise price of granted stock options

Options after grant 6,500 options Total stock options held following this transaction

Expiration date June 10, 2036 Option expiration date

Monthly vesting installments 12 installments Vesting schedule commencing July 11, 2026

Key Terms

Stock Option (Right to Buy), Continuous Service, 2021 Equity Incentive Plan, Change in Control, +1 more

5 terms

Stock Option (Right to Buy) financial

"Security title is listed as "Stock Option (Right to Buy)" for this grant"

Continuous Service financial

"The option will vest in 12 monthly installments, subject to the Reporting Person's Continuous Service"

2021 Equity Incentive Plan financial

"Continuous Service is defined in the company's 2021 Equity Incentive Plan"

Change in Control financial

"The option will also vest in full upon a Change in Control as defined in the Plan"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Disability financial

"The option will also vest in full in the event of the Reporting Person's death or Disability"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Instil Bio (TIL) director George Matcham report on this Form 4?

He reported receiving stock options for 6,500 Instil Bio shares. The options are a compensation grant, not an open-market purchase, and give him the right to buy common stock at a fixed exercise price.

How many Instil Bio (TIL) stock options did George Matcham receive?

He received options covering 6,500 shares of Instil Bio common stock. These options increase his potential future equity exposure but do not represent an immediate cash transaction or open-market buying activity.

What is the exercise price of George Matcham’s Instil Bio (TIL) stock options?

The options have an exercise price of $7.93 per share. This means he can buy Instil Bio common stock at that fixed price once the options vest, regardless of future market prices.

When do the Instil Bio (TIL) options granted to George Matcham vest?

They vest in 12 substantially equal monthly installments starting on July 11, 2026. Vesting requires his continuous service, with any remaining unvested options vesting at the next annual stockholder meeting under specified conditions.

Under what conditions do George Matcham’s Instil Bio (TIL) options vest in full?

Any unvested options vest fully at the next annual stockholder meeting if he remains in continuous service. They also vest in full upon his death, disability, or a change in control, as defined in Instil Bio’s 2021 Equity Incentive Plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/12/2026 - 02:38 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Matcham George

(Last) (First) (Middle)

C/O INSTIL BIO, INC.

3963 MAPLE AVENUE, SUITE 350

(Street)

DALLAS TEXAS 75219

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Instil Bio, Inc. [ TIL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$7.93	06/11/2026		A		6,500		(1)	06/10/2036	Common Stock	6,500	$0	6,500	D

Explanation of Responses:

1. The option will vest in 12 substantially equal monthly installments commencing on July 11, 2026, subject to the Reporting Person's Continuous Service (as defined in the company's 2021 Equity Incentive Plan, the "Plan") through the vesting dates. Any portion of the option not vested on the date of the next annual stockholder meeting will vest in full, subject to the Reporting Person's Continuous Service through such date. The option will also vest in full in the event of the Reporting Person's death, Disability (as defined in the Plan) or upon a Change in Control (as defined in the Plan).

Remarks:

	/s/ Sandeep Laumas, M.D. Attorney-in-Fact for George Matcham	06/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)