APLT (APLT) CMO reports RSU grant, share tender and option cancellation in merger

Rhea-AI Filing Summary

Applied Therapeutics Chief Medical Officer Bailey Evan Prescott reported equity changes tied to the company’s sale. On December 19, 2025, Prescott received 437,500 compensatory RSUs at $0 under the 2019 Equity Incentive Plan, vesting upon a change in control or by June 19, 2026.

Under a merger with Cycle Group Holdings Limited, effective January 28, 2026, each common share was converted into $0.088 in cash plus one non-tradeable contingent value right. Prescott disposed of 1,235,915 common shares for this merger consideration, and remaining 60,901 shares were also exchanged. Two out-of-the-money stock options for 19,531 and 4,883 shares, both with a $1.05 exercise price, were fully vested then cancelled for no consideration.

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^*

Bailey Evan Prescott

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2025

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	12/19/2025		A(1)		437,500	A	$0	1,296,816(2)	D
Common Stock	02/03/2026		D(3)(4)		1,235,915	D	(3)(4)	60,901	D
Common Stock	02/03/2026		U(3)(5)		60,901	D	(5)	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			19,531	(6)	(6)	Common Stock	19,531	(6)	0	D
Stock Option (Right to Buy)	$1.05	02/03/2026		D			4,883	(6)	(6)	Common Stock	4,883	(6)	0	D

Explanation of Responses:

1. Consists of compensatory Restricted Stock Units ("RSUs") granted under the Applied Therapeutics, Inc.'s 2019 Equity Incentive Plan. Each compensatory RSU represents a contingent right to receive one share of the Issuer's common stock. The compensatory RSUs shall vest in full upon the earlier of (i) the consummation of a Change in Control (as defined in the Plan) or (ii) June 19, 2026, in each case, subject to the Reporting Person continuing to provide services through each such date.

2. The total holdings have been adjusted to correct an administrative error in prior Form 4s that resulted in the understatement of the total holdings.

3. 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").

4. 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.

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

6. 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	02/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did APLT Chief Medical Officer Bailey Evan Prescott report?

Bailey Evan Prescott reported equity changes mainly from Applied Therapeutics’ merger. The Form 4 shows a large RSU grant, conversion of over 1.2 million common shares into merger consideration, exchange of remaining shares, and cancellation of certain out-of-the-money stock options for no consideration.

How many RSUs were granted to APLT’s CMO and when do they vest?

Prescott received 437,500 compensatory RSUs on December 19, 2025. Each RSU represents one share of common stock and vests in full upon the earlier of a defined Change in Control or June 19, 2026, provided Prescott continues providing services through the applicable date.

What merger consideration did APLT shareholders, including the CMO, receive per share?

Each outstanding Applied Therapeutics common share was converted into $0.088 in cash plus one contingent value right. This non-tradeable right is governed by a contingent value rights agreement and formed part of the total merger consideration received by tendering shareholders.

How many APLT common shares did Bailey Evan Prescott tender in the merger?

Prescott disposed of 1,235,915 common shares in connection with the merger. These shares were cancelled and converted into the cash-and-contingent-value-right merger consideration, and an additional 60,901 shares were likewise tendered and exchanged under the same terms described in the agreement.

What happened to Bailey Evan Prescott’s APLT stock options after the merger?

Two out-of-the-money stock options with a $1.05 exercise price were cancelled. Options covering 19,531 and 4,883 shares were fully vested immediately before the effective time, but because their exercise price equaled or exceeded the cash amount per share, they were cancelled for no consideration.

Were Bailey Evan Prescott’s prior APLT holdings adjusted in this Form 4?

Yes, total holdings were adjusted to correct an earlier administrative error. Footnote disclosure explains that prior Form 4 filings had understated Prescott’s total holdings, and this report updates the beneficial ownership figures to reflect the correct pre-merger share balance.