Item 2.02 Results of Operations and Financial Condition.

On May 11, 2023, Instil Bio, Inc. (the "Company") provided a corporate update and announced its financial results for the quarter ended March 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 Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.



(d)   Exhibits



 Exhibit No.       Description
     99.1            Press release, dated     May     1    1    , 20    23
     104           The cover page of this report has been formatted in Inline XBRL.

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