R. Kent Jr McGaughy - May 28, 2025 Form 4 Insider Report for Instil Bio, Inc. (TIL)

Role: Director
Signature: /s/ Sandeep Laumas, M.D. Attorney-in-Fact for R Kent Jr McGaughy
Stock symbol: TIL
Transactions as of: May 28, 2025
Transactions value $: $0
Form type: 4
Date filed: 5/29/2025, 07:09 PM
Previous filing: Jun 13, 2024
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
McGaughy R Kent Jr	Director	C/O INSTIL BIO, INC., 3963 MAPLE AVENUE, SUITE 350, DALLAS	/s/ Sandeep Laumas, M.D. Attorney-in-Fact for R Kent Jr McGaughy	2025-05-29	0001402856

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TIL	Stock Option (Right to Buy)	Award	$0	+6.5K		$0.00	6.5K	May 28, 2025	Common Stock	6.5K	$26.75	Direct	F1

Showing 1 to 1 of 1 entries

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The option will vest in 12 substantially equal monthly installments commencing on June 28, 2025, 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).

Content

The option will vest in 12 substantially equal monthly installments commencing on June 28, 2025, 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).