Form 8-K

8-K — Instil Bio, Inc.

Accession: 0001789769-26-000044

Filed: 2026-05-15

Period: 2026-05-15

CIK: 0001789769

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — til-20260515.htm (Primary)

EX-99.1 (q1-26er.htm)

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8-K

8-K (Primary)

Filename: til-20260515.htm · Sequence: 1

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2026

Instil Bio, Inc.

(Exact name of registrant as specified in its Charter)

Delaware

001-40215

83-2072195

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3963 Maple Avenue, Suite 350

Dallas, Texas

75219

(Address of Principal Executive Offices)

(Zip Code)

(972) 499-3350

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.000001 par value

TIL

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 15, 2026, Instil Bio, Inc. (the “Company”) provided a corporate update and announced its financial results for the quarter ended March 31, 2026 in the press release attached hereto as Exhibit 99.1, which is incorporated herein by reference.

The information in this Item 2.02, including the attached Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

99.1

Press release, dated May 15, 2026

104

The cover page of this report has been formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Instil Bio, Inc.

Dated: May 15, 2026

By:

/s/ Sandeep Laumas, M.D.

Sandeep Laumas, M.D.

Chief Financial Officer and Chief Business Officer

(Principal Financial Officer and Principal Accounting Officer)

EX-99.1

Filename: q1-26er.htm · Sequence: 2

Document

Instil Bio Reports First Quarter 2026 Financial Results and

Provides Corporate Update

DALLAS, TX, May 15, 2026 (GLOBE NEWSWIRE) - Instil Bio, Inc. (“Instil”) (Nasdaq: TIL), a biotechnology company focused on identifying and advancing innovative therapeutics, today reported its first quarter 2026 financial results and provided a corporate update.

Recent Highlights

•Instil is evaluating potential acquisitions and in-licensing that may provide access to promising novel therapeutic candidates

•Cash position of approximately $74.7 million as of March 31, 2026 expected to fund current operating plan beyond 2027

“We continue to make progress refining Instil’s strategy and positioning the company for its next phase of growth,” said Bronson Crouch, Chief Executive Officer, Instil Bio. “We are actively evaluating a range of acquisition and in-licensing opportunities, with a focus on assets that align with our capabilities and offer the potential to create long-term value. With a strong balance sheet, we are well positioned to act with discipline and flexibility as we work to build a focused, high-quality pipeline and advance new treatment options for patients.”

There can be no assurance that any transaction will result from these efforts, nor as to the timing of any such outcome. Instil does not intend to provide further updates unless and until a specific transaction is approved or disclosure is otherwise deemed appropriate.

First Quarter 2026 Financial and Operating Results:

As of March 31, 2026, Instil had approximately $74.7 million in total cash, cash equivalents, restricted cash and marketable securities, which consisted of $5.0 million in cash and cash equivalents, $0.1 million in restricted cash and $69.5 million in marketable securities, compared to $76.3 million in total cash, cash equivalents, restricted cash and marketable securities, which consisted of $6.6 million in cash and cash equivalents, $0.2 million in restricted cash, and $69.5 million in marketable securities, as of December 31, 2025. Instil expects that its cash, cash equivalents, restricted cash and marketable securities as of March 31, 2026 will enable it to fund its current operating plan beyond 2027.

Research and development expenses were $0.7 million for the three months ended March 31, 2026, compared to $5.4 million for the three months ended March 31, 2025.

General and administrative expenses were $5.3 million for the three months ended March 31, 2026, compared to $9.1 million for the three months ended March 31, 2025.

Restructuring and impairment charges were $1.0 million for the three months ended March 31, 2026, compared to $16.1 million for the three months ended March 31, 2025.

Net loss per share, basic and diluted was $0.62 for the three months ended March 31, 2026, compared to $4.32 for the three months ended March 31, 2025. Non-GAAP net loss per share, basic and diluted

was $0.32 for the three months ended March 31, 2026, compared to $1.32 for the three months ended March 31, 2025.

Note Regarding Use of Non-GAAP Financial Measures

In this press release, Instil has presented certain financial information that has not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP financial measures include non-GAAP net loss and non-GAAP net loss per share, which are defined as net loss and net loss per share, respectively, excluding non-cash stock-based compensation expense and restructuring and impairment charges. Instil believes that these non-GAAP financial measures, when considered together with the GAAP figures, can enhance an overall understanding of Instil’s financial performance. The non-GAAP financial measures are included with the intent of providing investors with a more complete understanding of Instil’s operating results. In addition, these non-GAAP financial measures are among the indicators Instil’s management uses for planning purposes and to measure Instil’s performance. These non-GAAP financial measures should be considered in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. The non-GAAP financial measures used by Instil may be calculated differently from, and therefore may not be comparable to, non-GAAP financial measures used by other companies. Please refer to the below reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures.

About Instil Bio

Instil Bio, Inc. is a biotechnology company focused on identifying and advancing innovative therapeutics. For more information, visit www.instilbio.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipates,” “believes,” “expects,” “exploring,” “future,” “intends,” “may,” “plans,” “potential,” “projects,” “targets,” “next phase” and “will” or similar expressions are intended to identify forward-looking statements. Forward-looking statements include express or implied statements concerning Instil's expectations regarding its next phase of strategic development and pursuing potential acquisition and in-licensing opportunities; Instil's expectations regarding its capital position, resources, and balance sheet, including its cash runway; and other statements that are not historical fact. Forward-looking statements are based on management's current expectations and are subject to various risks and uncertainties that could cause actual results to differ materially and adversely from those expressed or implied by such forward-looking statements, including risks and uncertainties related to the next phase of strategic development, pursuing potential transactions to acquire companies or in-license product candidates and the sufficiency of Instil's cash resources, as well as interest rates, inflation, tariffs, international conflicts and other factors which could materially and adversely affect Instil’s business and operations, and other risks and uncertainties affecting Instil's plans and strategy, including those discussed in the section titled “Risk Factors” in Instil's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 to be filed with the SEC, as well as Instil's other filings with the SEC. These forward-looking statements do not constitute guarantees of future performance, and you are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements speak only as the date hereof, and Instil disclaims any obligation to update these statements except as may be required by law.

Contacts:

Investor Relations:

1-972-499-3350

investorrelations@instilbio.com

www.instilbio.com

INSTIL BIO, INC.

SELECTED FINANCIAL DATA

(Unaudited; in thousands, except share and per share amounts)

Selected Condensed Consolidated Balance Sheet Data

March 31, 2026 December 31, 2025

Cash, cash equivalents, restricted cash and marketable securities $ 74,694 $ 76,295

Total assets $ 200,428 $ 203,523

Total liabilities $ 89,730 $ 89,657

Stockholders’ equity $ 110,698 $ 113,866

Condensed Consolidated Statements of Operations

Three Months Ended March 31,

2026 2025

Operating expenses:

Research and development $ 669 $ 5,371

General and administrative 5,349 9,109

Restructuring and impairment charges 992 16,082

Total operating expenses 7,010 30,562

Loss from operations (7,010) (30,562)

Interest income 678 1,175

Interest expense (1,552) (1,098)

Other rental income 2,242 2,242

Gain on contract termination 1,620 —

Other (expense) income, net (182) 43

Net loss $ (4,204) $ (28,200)

Net loss per share, basic and diluted $ (0.62) $ (4.32)

Weighted-average shares used in computing net loss per share, basic and diluted 6,781,976 6,532,658

INSTIL BIO, INC.

Reconciliation of GAAP to Non-GAAP Net Loss and Net Loss per Share

(Unaudited; in thousands, except share and per share amounts)

Three Months Ended March 31,

2026 2025

Net loss $ (4,204) $ (28,200)

Adjustments:

Non-cash stock-based compensation expense 985 3,495

Restructuring and impairment charges 992 16,082

Non-GAAP net loss $ (2,227) $ (8,623)

Net loss per share, basic and diluted $ (0.62) $ (4.32)

Adjustments:

Non-cash stock-based compensation expense per share 0.15 0.54

Restructuring and impairment charges per share 0.15 2.46

Non-GAAP net loss per share, basic and diluted* $ (0.32) $ (1.32)

Weighted-average shares outstanding, basic and diluted 6,781,976 6,532,658

* Non-GAAP net loss per share, basic and diluted may not total due to rounding.

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