Hansen Gwenn 4
4 · Nurix Therapeutics, Inc. · Filed Apr 30, 2026
Research Summary
AI-generated summary of this filing
Nurix (NRIX) CSO Gwenn Hansen Sells Shares to Cover Taxes
What Happened
Gwenn Hansen, Chief Scientific Officer of Nurix Therapeutics (NRIX), had RSUs vest on April 30, 2026. The Form 4 shows conversion/exercise of RSU-related derivatives totaling 8,608 shares (2,000; 3,750; 2,858) at $0 per share, and an open-market sale of 3,214 common shares at a weighted average price of $16.65 for total proceeds of $53,498. The sale was a sell-to-cover to satisfy tax withholding tied to the RSU vesting, not a discretionary cash grab.
Key Details
- Transaction date: 2026-04-30 (Form filed 2026-04-30). Filing appears timely.
- Sale: 3,214 shares disposed in an open-market sale; weighted average price $16.65; proceeds $53,498. Price range reported: $16.51–$16.78. (Footnote F2)
- Conversions/Acquisitions: three derivative exercises/conversions (M) for 2,000; 3,750; and 2,858 shares (total 8,608) at $0 (reflecting RSU settlement). Matching derivative disposition lines reflect the RSU settlement process.
- Shares owned after the transactions: not specified in the information provided on this Form 4.
- Notable footnotes: F1 states the sale was required by the issuer’s sell-to-cover tax withholding election (i.e., mandated to cover taxes). F3–F7 explain these were RSUs that vest quarterly over three years (1/12 each quarter) and convert to shares on vesting.
Context
This was a routine sell-to-cover following RSU vesting: RSUs converted to shares and a portion immediately sold to satisfy tax withholding. Such transactions are common and generally reflect tax mechanics rather than a signal about the officer’s view on the company. Purchases would typically be more indicative of insider conviction.
Insider Transaction Report
- Exercise/Conversion
Common Stock
2026-04-30+2,000→ 117,005 total - Exercise/Conversion
Common Stock
2026-04-30+3,750→ 120,755 total - Exercise/Conversion
Common Stock
2026-04-30+2,858→ 123,613 total - Sale
Common Stock
[F1][F2]2026-04-30$16.65/sh−3,214$53,498→ 120,399 total - Exercise/Conversion
Restricted Stock Units
[F3][F4][F5]2026-04-30−2,000→ 0 totalExercise: $0.00→ Common Stock (2,000 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F6][F5]2026-04-30−3,750→ 15,000 totalExercise: $0.00→ Common Stock (3,750 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F7][F5]2026-04-30−2,858→ 22,867 totalExercise: $0.00→ Common Stock (2,858 underlying)
Footnotes (7)
- [F1]The 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.
- [F2]Represents the weighted average sale price. The lowest price at which shares were sold was $16.51 and the highest price at which shares were sold was $16.78. 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.
- [F3]Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
- [F4]The RSUs vest as to 1/12 of the total award quarterly over three years, with the first quarterly increment vesting on July 30, 2023, 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.
- [F5]RSUs do not expire; they either vest or are canceled prior to the vest date.
- [F6]The RSUs 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.
- [F7]The RSUs 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.