On December 17, 2021, Nimish Shah resigned, with immediate effect, from his role as a member of the board of directors of Instil Bio, Inc. and as a member of the Board’s audit committee. Mr. Shah’s resignation was not the result of any disagreement with the company. In order to achieve a more equal balance of membership among the company’s three classes of directors in connection with Mr. Shah’s resignation, the Board determined that one of its members should be reclassified from Class I (with a term expiring at the company’s 2022 annual meeting of stockholders) to Class II (with a term expiring at the company’s 2023 annual meeting of stockholders). Accordingly, on December 17, 2021, Dr. Neil Gibson agreed to resign from his position as a Class I director subject to his immediate reappointment as a Class II director. The Board accepted Dr. Gibson’s resignation and immediately reappointed him as a Class II director. The resignation and reappointment of Dr. Gibson was effected solely to rebalance the Board classes in connection with Mr. Shah’s resignation, and for all other purposes, Dr. Gibson’s service on the Board is deemed to have continued uninterrupted. On December 17, 2021, the Board appointed Mr. Jack Nielsen, a current member of the Board, to serve on the Audit Committee.