Results of Operations and Financial Condition. On August 13, 2026 , Instil Bio, Inc. (the “Company”) provided a corporate update and announced its financial results for the quarter ended June 30, 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 am…

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 amen…

Changes in Registrant’s Certifying Accountant. On April 1, 2026, the Audit Committee of the Board of Directors of Instil Bio, Inc. (the “Company”) approved the appointment of RSM US LLP (“RSM”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. This action resulted in the replacement of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm, which the Audit Committee dismissed effective April…

Results of Operations and Financial Condition. On March 27, 2026, Instil Bio, Inc. (the “Company”) issued a press release providing a corporate update and announcing its financial results for the fourth quarter and full year ended December 31, 2025, a copy of which is attached hereto as Exhibit 99.1 and 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 t…

Termination of a Material Definitive Agreement. On January 5, 2026, Axion Bio, Inc. (“Axion”), a wholly-owned subsidiary of Instil Bio, Inc., and ImmuneOnco Biopharmaceuticals (Shanghai) Inc. (“ImmuneOnco”) entered into an agreement terminating, effective January 5, 2026, the License and Collaboration Agreement dated August 1, 2024 between ImmuneOnco and Axion pursuant to which Axion in-licensed ex-China development and commercial rights to AXN-2510 and AXN-27M. SIGNATURES Pursuant to the req…

Results of Operations and Financial Condition. On November 13, 2025 , Instil Bio, Inc. (the “Company”) provided a corporate update and announced its financial results for the quarter ended September 30, 2025 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…

Results of Operations and Financial Condition. On August 13, 2025 , Instil Bio, Inc. (the “Company”) provided a corporate update and announced its financial results for the quarter ended June 30, 2025 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 am…

Results of Operations and Financial Condition. On May 13, 2025 , Instil Bio, Inc. (the “Company”) provided a corporate update and announced its financial results for the quarter ended March 31, 2025 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 amen…

Entry into a Material Definitive Agreement. On March 28, 2025, Instil Bio, Inc. (the “Company”) entered into an Open Market Sale Agreement SM (the “Sales Agreement”) with Jefferies LLC (the “Agent”), pursuant to which the Company may sell from time to time, at its option, shares of the Company’s common stock through the Agent, as sales agent or principal. The issuance and sale, if any, of shares of the Company’s common stock under the Sales Agreement will be pursuant to the Company’s registra…

and Item 7.01, including Exhibit 99.1 and Exhibit 99.2 hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Termination of a Material Definitive Agreement Effective as of the Closing Date, the Construction Loan Agreements and all related loan documents have been terminated, including the obligations under the Construction Loan Agreements that were guaranteed by the Company.

Entry into a Material Definitive Agreement. On December 20, 2024 (the “Closing Date”), Complex Therapeutics LLC (“Borrower”), a wholly-owned subsidiary of Instil Bio, Inc. (the “Company”), entered into a Term Loan Agreement (the “2024 Loan Agreement”) and related loan documents with Midland National Life Insurance Company (“Lender”), pursuant to which Lender loaned Borrower a term loan in the principal amount of $85.6 million (the “Loan”) to refinance loans secured by the facility in Tarzana,…

Creation of a Direct Financial Obligation or an Obligation Under and Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth above in

Results of Operations and Financial Condition. On November 13, 2024 , Instil Bio, Inc. (the “Company”) provided a corporate update and announced its financial results for the quarter ended September 30, 2024 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…

Costs Associated with Exit or Disposal Activities. On September 1, 2024, the Board of Directors of Instil Bio, Inc. (the “Company”) approved a restructuring plan (the “Plan”) to effect the closure of what remains of the Company’s Manchester, UK operations, including eliminating its remaining UK workforce. The workforce reduction is expected to be substantially complete by the end of 2024. In connection with the Plan, the Company currently estimates that it will incur aggregate restructuring c…

Results of Operations and Financial Condition. On August 13, 2024 , Instil Bio, Inc. (the “Company”) provided a corporate update and announced its financial results for the quarter ended June 30, 2024 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 am…

Entry into a Material Definitive Agreement On August 1, 2024, SynBioTx, Inc. (“SynBioTx”), a wholly-owned subsidiary of Instil Bio, Inc. (the “Company”), and ImmuneOnco Biopharmaceuticals (Shanghai) Inc. (“ImmuneOnco”) entered into a license and collaboration agreement (the “Collaboration Agreement”) pursuant to which ImmuneOnco granted SynBioTx an exclusive license to research, develop, manufacture and commercialize certain bispecific antibodies targeting both programmed death-ligand 1 (PD-L…

Entry into a Material Definitive Agreement On July 10, 2024, Complex Therapeutics LLC (“Landlord”), a wholly owned subsidiary of Instil Bio, Inc. (the “Company”), entered into a lease (the “Lease”) with AstraZeneca Pharmaceuticals LP (“Tenant”) pursuant to which Tenant is leasing Landlord’s facility in Tarzana, CA. The Lease has an initial term of approximately 15 years, beginning on July 10, 2024 (the “Commencement Date”) and ending on July 31, 2039, with Tenant having (i) two consecutive op…

Results of Operations and Financial Condition. On May 10, 2024 , Instil Bio, Inc. (the “Company”) provided a corporate update and announced its financial results for the quarter ended March 31, 2024 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 amen…

Director — Jack B. Nielsen: Mr. Nielsen resigned from the Board of Directors for personal reasons.

Results of Operations and Financial Condition. On March 21, 2024, Instil Bio, Inc. (the “Company”) provided a corporate update and announced its financial results for the fourth quarter and full year ended December 31, 2023 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 Exch…

The company provided retention bonuses to its CEO and CFO.

Other Events. As previously disclosed, Instil Bio, Inc. (the “Company”) has entered into an agreement with a collaborator to conduct preclinical manufacturing feasibility studies in the ITIL-306 program with the aim of enrolling patients in investigator-initiated (IIT) clinical trials. At this time, the Company is providing no guidance with respect to the timing of any data readout with respect to its ITIL-306 program, including any IIT studies. Cautionary Note Regarding Forward-Looking State…

Costs Associated with Exit or Disposal Activities. On January 14, 2024, the Board of Directors of Instil Bio, Inc. (the “Company”) approved a restructuring plan (the “Plan”) to effect the closure of its Manchester, UK manufacturing and clinical trial operations, thereby reducing its UK workforce by approximately 61%. This workforce reduction is expected to be substantially completed by the first half of 2024. As a result of the foregoing, the Company no longer expects to report clinical data…

Results of Operations and Financial Condition. On November 13, 2023 , Instil Bio, Inc. (the “Company”) provided a corporate update and announced its financial results for the quarter ended September 30, 2023 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…