SEC Form 4 · accession 0001817160-26-000012
Nurix Therapeutics, Inc. · NRIX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gwenn Hansen
Officer — Chief Scientific Officer
Period of report
Jul 30, 2026
Accepted (ET)
Jul 30, 2026 · 5:50 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001549595
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jul 30, 2026 | M | 3,750 | $0.00 | A | 118,755 | D | |
| Common Stock | Jul 30, 2026 | M | 2,858 | $0.00 | A | 121,613 | D | |
| Common Stock | Jul 30, 2026 | M | 3,572 | $0.00 | A | 125,185 | D | |
| Common StockF2 | Jul 30, 2026 | S | 3,847 | $23.3828 | D | 121,338 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4,F5 | $0.00 | Jul 30, 2026 | M | 3,750 | D | — | — | Common Stock | 3,750 | 11,250 | D |
| Restricted Stock UnitsF3,F6,F5 | $0.00 | Jul 30, 2026 | M | 2,858 | D | — | — | Common Stock | 2,858 | 20,009 | D |
| Restricted Stock UnitsF3,F7,F5 | $0.00 | Jul 30, 2026 | M | 3,572 | D | — | — | Common Stock | 3,572 | 39,303 | D |
Explanation of responses
- F1The sales reported on this Form 4 represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs"). These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.
- F2Represents the weighted average sale price. The lowest price at which shares were sold was $23.00 and the highest price at which shares were sold was $23.90. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth herein.
- F3Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
- F4The RSUs will vest as to 1/12 of the total award quarterly over three years, with the first quarterly increment vesting on July 30, 2024, subject to the Reporting Person's provision of services to the Issuer on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
- F5RSUs do not expire; they either vest or are canceled prior to the vest date.
- F6The RSUs will vest as to 1/12 of the total award quarterly over three years, with the first quarterly increment vesting on July 30, 2025, subject to the Reporting Person's provision of services to the Issuer on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
- F7The RSUs will vest as to 1/12 of the total award quarterly over three years, with the first quarterly increment vesting on July 30, 2026, subject to the Reporting Person's provision of services to the Issuer on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.