Merger pays $0.088 + CVR for Applied Therapeutics (NASDAQ: APLT)

Rhea-AI Filing Summary

Applied Therapeutics director Stacy J. Kanter filed an insider report reflecting changes to her holdings tied to the company’s merger with Cycle Group Holdings Limited and AT2B, Inc. Each share of Applied Therapeutics common stock was converted into the right to receive $0.088 in cash per share, plus one non-tradeable contingent value right under a contingent value rights agreement.

According to the filing, common shares tendered by Kanter were exchanged for this merger consideration, her restricted stock units fully vested and were converted into the same package, and her stock options with exercise prices at or above the cash amount were fully vested and then cancelled at the merger’s effective time for no consideration.

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Equity compensation and M&A specialist

Director’s equity is cashed out or cancelled under fixed merger terms.

The filing shows how the completed merger restructures Stacy J. Kanter’s equity in Applied Therapeutics. Each common share becomes $0.088 in cash plus a non-tradeable contingent value right, providing a small immediate payout and a potential future payment based on contingent terms described in the agreement.

All restricted stock units vest at the merger effective time and convert into the same merger consideration, simplifying outstanding equity. Stock options with exercise prices at or above the $0.088 cash amount are fully vested and then cancelled for no consideration, reflecting that they are economically out-of-the-money. Subsequent filings may provide more detail on any CVR outcomes.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kanter Stacy J.

(Last) (First) (Middle)

C/O APPLIED THERAPEUTICS, INC.

545 FIFTH AVENUE, SUITE 1400

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Applied Therapeutics, Inc. [ APLT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/03/2026		D(1)(2)		22,500	D	(1)(2)	42,500	D
Common Stock	02/03/2026		U(1)(3)		42,500	D	(1)(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$1.05	02/03/2026		D			20,460	(4)	(4)	Common Stock	20,460	(4)	0	D
Stock Option (Right to Buy)	$1.05	02/03/2026		D			10,230	(4)	(4)	Common Stock	10,230	(4)	0	D
Stock Option (Right to Buy)	$1.05	02/03/2026		D			16,500	(4)	(4)	Common Stock	16,500	(4)	0	D
Stock Option (Right to Buy)	$1.05	02/03/2026		D			16,500	(4)	(4)	Common Stock	16,500	(4)	0	D
Stock Option (Right to Buy)	$0.395	02/03/2026		D			200,000	(4)	(4)	Common Stock	200,000	(4)	0	D

Explanation of Responses:

1. Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement") dated as of December, 11, 2025, among the Issuer, Cycle Group Holdings Limited and AT2B, INC. ("Purchaser"), Purchaser completed a tender offer for shares of Issuer and thereafter merged with and into the Issuer (the "Merger"), effective as of January 28, 2026, with the Issuer surviving the Merger. At the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was cancelled and converted into the right to receive (i) $0.088 per share of common stock, net to the seller in cash, without interest (the "Closing Amount") plus (ii) one non-tradeable contingent value right, in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "Merger Consideration").

2. Pursuant to the Merger Agreement, at the Effective Time, each outstanding RSU (whether vested or unvested) was deemed to have vested and was cancelled and automatically converted into the right to receive the Merger Consideration.

3. Pursuant to the Merger Agreement, each share of common stock tendered by the Reporting Person was tendered in exchange for the Merger Consideration.

4. Pursuant to the Merger Agreement, at the Effective Time, each option to purchase shares of common stock (each a "Stock Option") that has a per share exercise price that equals or exceeds the Closing Amount as of immediately prior to the Effective time (each such Stock Option, an "Out-of-the-Money Option"), to the extent not vested, was fully vested as of prior to the Effective Time. Any Out-of-the-Money Options that remained outstanding and unexercised as of the Effective Time were cancelled for no consideration at the Effective Time.

	/s/ Leslie D. Funtleyder, as attorney-in-fact	02/04/2026
	** Signature of Reporting Person	Date
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FAQ

What merger terms affecting Applied Therapeutics (APLT) shareholders are described here?

The filing states each Applied Therapeutics common share is converted into the right to receive $0.088 in cash per share plus one non-tradeable contingent value right, under a merger agreement with Cycle Group Holdings Limited and AT2B, Inc., effective January 28, 2026.

How did the merger impact Stacy J. Kanter’s common stock in Applied Therapeutics (APLT)?

The report explains that each share of common stock tendered by Stacy J. Kanter was exchanged for the merger consideration of $0.088 in cash per share plus one non-tradeable contingent value right, consistent with the terms of the merger agreement for all outstanding shares.

What happened to Applied Therapeutics (APLT) RSUs in this merger?

At the merger’s effective time, each outstanding restricted stock unit, whether vested or unvested, was deemed to have vested, cancelled, and automatically converted into the right to receive the same merger consideration: $0.088 in cash per share plus one non-tradeable contingent value right per underlying share.

How were Applied Therapeutics (APLT) stock options treated under the merger agreement?

Each stock option with a per-share exercise price equal to or above the $0.088 cash amount was classified as an out-of-the-money option, fully vested just before the effective time, and then cancelled at the effective time for no consideration, leaving no such options outstanding afterward.

What is the contingent value right mentioned for Applied Therapeutics (APLT) shareholders?

In addition to $0.088 in cash per share, each cancelled Applied Therapeutics share receives one non-tradeable contingent value right. This right is governed by a contingent value rights agreement and provides potential future payments subject to specified conditions laid out in that agreement.

Did Stacy J. Kanter retain any derivative securities of Applied Therapeutics (APLT) after the merger?

The Form 4 tables show multiple stock option positions reported with transaction code D and zero derivative securities beneficially owned following the transactions, consistent with the merger agreement’s cancellation of out-of-the-money options for no consideration at the effective time.