Instil Bio director granted 6,500 stock options

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

Rhea-AI Filing Summary

Instil Bio, Inc. director Gwendolyn Binder received a grant of stock options covering 6,500 shares of common stock, with an exercise price of $7.93 per share. These options are compensation, not an open-market purchase, and give her the right to buy shares in the future.

The options vest in 12 substantially equal monthly installments starting on July 11, 2026, as long as she maintains Continuous Service under the company’s 2021 Equity Incentive Plan. Any unvested portion will vest fully at the next annual stockholder meeting, and the options also fully vest upon her death, Disability, or a Change in Control. The options expire on June 10, 2036.

Insider Trade Summary

Grant/Award: 6,500 shares

Grant/Award 1 txn

Insider Binder Gwendolyn

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 Underlying shares: 6,500 shares +3 more

6 metrics

Options granted 6,500 options Stock Option (Right to Buy) granted to director Gwendolyn Binder

Exercise price $7.93 per share Strike price for the 6,500 stock options

Underlying shares 6,500 shares Common stock underlying the option award

Post-grant option holdings 6,500 options Total derivative securities following the reported transaction

Option expiration date June 10, 2036 Expiration of the stock option grant

Vesting start date July 11, 2026 First of 12 monthly vesting installments

Key Terms

Continuous Service, 2021 Equity Incentive Plan, Change in Control, Disability

4 terms

Continuous Service financial

"subject to the Reporting Person's Continuous Service (as defined in the company's 2021 Equity Incentive Plan"

2021 Equity Incentive Plan financial

"as defined in the company's 2021 Equity Incentive Plan, the "Plan""

Change in Control financial

"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

"in the event of the Reporting Person's death, Disability (as defined in the Plan)"

FAQ

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

What did Instil Bio (TIL) director Gwendolyn Binder receive in this Form 4?

Gwendolyn Binder received a grant of stock options for 6,500 shares of Instil Bio common stock. The options are a compensation award, not a market purchase, and give her the right to buy shares at a fixed price in the future.

What is the exercise price of the Instil Bio (TIL) stock options granted to Gwendolyn Binder?

The stock options granted to Gwendolyn Binder have an exercise price of $7.93 per share. This means she can buy up to 6,500 shares of Instil Bio common stock at $7.93 if and when the options vest and are exercised.

How do the 6,500 Instil Bio (TIL) stock options granted to Gwendolyn Binder vest?

The 6,500 options vest in 12 substantially equal monthly installments starting July 11, 2026. Vesting depends on her Continuous Service under Instil Bio’s 2021 Equity Incentive Plan, rewarding ongoing service rather than providing immediate, fully vested ownership.

When do Gwendolyn Binder’s Instil Bio (TIL) stock options fully vest outside the monthly schedule?

Any portion of the option not vested by the next annual stockholder meeting will vest in full at that meeting, assuming Continuous Service. The options also fully vest upon her death, Disability, or a Change in Control as defined in the company’s 2021 Equity Incentive Plan.

When do the Instil Bio (TIL) stock options granted to Gwendolyn Binder expire?

The options granted to Gwendolyn Binder expire on June 10, 2036. She must satisfy the vesting conditions and exercise the options before that expiration date, or the right to purchase the 6,500 shares at $7.93 per share will lapse.

Are Gwendolyn Binder’s Instil Bio (TIL) option grants an open-market stock purchase?

No, these options are a grant, not an open-market purchase. They were awarded as compensation at an exercise price of $7.93 per share, with vesting conditions tied to her ongoing service and specific events like a Change in Control or Disability.

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

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Accepted by SEC EDGAR 06/12/2026 - 02:37 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^*

Binder Gwendolyn

(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 Gwendolyn Binder	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)