SCHEDULE 13G/A 0002018299 XXXXXXXX LIVE 2 Common Stock, par value $0.000001 05/09/2025 0001789769 Instil Bio, Inc. 45783C200 3963 MAPLE AVENUE SUITE 350 DALLAS TX 75219 Rule 13d-1(c) Boxer Asset Management Inc. C5 0.00 0.00 0.00 0.00 0.00 0.0 CO Joe Lewis X0 0.00 0.00 0.00 0.00 0.00 0.0 IN MVA Investors, LLC DE 0.00 0.00 0.00 0.00 0.00 0.0 OO Aaron I. Davis b X1 0.00 80125.00 0.00 80125.00 80125.00 1.2 IN Boxer Capital, LLC DE 0.00 0.00 0.00 0.00 0.00 0.0 OO Boxer Capital Management, LLC b DE 0.00 80125.00 0.00 80125.00 80125.00 1.2 OO IA This Amendment No. 2 (Amendment No. 2) amends and supplements the statement on Schedule 13G initially filed on September 27, 2024 (the Original Filing) by Boxer Capital, LLC (Boxer Capital), Boxer Asset Management Inc. (Boxer Management), Joe Lewis, Aaron I. Davis and MVA Investors, LLC (MVA Investors) regarding the Common Stock of Instil Bio, Inc and Amendment No. 1 (Amendment No. 1) filed on October 10, 2024. On October 10, 2024, Boxer Capital entered into an investment management agreement (the IMA) with Boxer Capital Management LLC (BCM), a registered investment advisor controlled by Mr. Davis. Pursuant to the IMA, Boxer Capital delegated exclusive voting and investment power over its investment portfolio to BCM. To the extent applicable, the Original Filing, as hereby amended, is hereby adopted by BCM as its original filing on Schedule 13G regarding the Common Stock. The Original Filing, as amended, remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 2. Capitalized terms used and not defined in this Amendment No. 2 have the meanings set forth in the Original Filing, as amended. BCM and Mr. Davis report herein that they have ceased to beneficially own more than 5% of the outstanding shares of Common Stock. Instil Bio, Inc. 3963 MAPLE AVENUE, SUITE 350, DALLAS, TEXAS, 75219. This Schedule 13G is jointly filed by Boxer Capital, Boxer Management, Mr. Lewis, MVA Investors, Mr. Davis and BCM (collectively, the ?Reporting Persons?). Boxer Management is the managing member and majority owner of Boxer Capital. Mr. Lewis is the sole indirect owner of and controls Boxer Management. MVA Investors is the independent, personal investment vehicle of certain employees of BCM. BCM is a registered investment advisor, providing investment management services to Boxer Capital. Mr. Davis is the Managing Member of BCM and is a member of and has voting and dispositive power over securities beneficially held by MVA Investors and BCM. With his immediate family, Mr. Davis indirectly owns the membership interests in BCM. The principal business address of Boxer Capital, MVA Investors, Mr. Davis and BCM is: 12860 El Camino Real, Suite 300, San Diego, CA 92130. The principal business address of Boxer Management and Mr. Lewis is: Albany Financial Center, Suite 207, Lewis Drive, N7776, New Providence, Bahamas. Boxer Capital, MVA Investors and BCM are limited liability companies organized under the laws of Delaware. Boxer Management is a Bahamian international business company. Mr. Lewis is a citizen of the United Kingdom. Mr. Davis is a citizen of the United States of America. Y BCM and Mr. Davis beneficially own 80,125 shares of Common Stock. The Reporting Persons beneficially own, in the aggregate, 80,125 shares of Common Stock. All percentages of beneficial ownership set forth herein are based on 6,559,927 shares of Common Stock reported outstanding on May 9, 2025 in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on May 13, 2025. The number of shares of Common Stock beneficially owned by the Reporting Persons in the aggregate represents 1.2% of the Issuer?s outstanding shares of Common Stock. Sole power to vote or to direct the vote: None of the Reporting Persons has sole power to vote or to direct the vote of any shares of Common Stock. Shared power to vote or to direct the vote: BCM and Mr. Davis have shared power to vote or to direct the vote of 80,125 shares of Common Stock. Sole power to dispose or to direct the disposition of: None of the Reporting Persons has sole power to dispose or to direct the disposition of any shares of Common Stock. Shared power to dispose or to direct the disposition of: BCM and Mr. Davis have shared power to dispose or to direct the disposition of 80,125 shares of Common Stock. Y N Other than the result from indirect interests of investors in Boxer Capital and MVA Investors, no persons other than the Reporting Persons have the right to receive or the power to direct the receipt of dividends, or proceeds of sale of the securities disclosed herein. Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. Joint Filing Agreement, dated May 15, 2025, among the Reporting Persons. Boxer Asset Management Inc. Paul Higgs 05/15/2025 Joe Lewis Joseph C. Lewis 05/15/2025 MVA Investors, LLC Aaron I. Davis 05/15/2025 Aaron I. Davis Aaron I. Davis 05/15/2025 Boxer Capital, LLC Aaron I. Davis 05/15/2025 Boxer Capital Management, LLC Aaron I. Davis 05/15/2025