[Form 4] BioXcel Therapeutics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

David J. Mack, a director of BioXcel Therapeutics, Inc. (BTAI), reported the vesting and acquisition of 1,693 Restricted Stock Units (RSUs) on 08/31/2025. Each RSU converts to one share of common stock and the vested shares were issued at $0 per share. Following the reported transactions, the filing shows 16,930 shares of common stock beneficially owned and 3,387 RSUs (derivative securities) beneficially owned. The RSUs originated from a grant of 20,317 RSUs awarded on November 21, 2024, which vest in twelve equal monthly installments beginning November 30, 2024, subject to continued service as a director. The form was signed by an attorney-in-fact on behalf of Mr. Mack on 09/02/2025.

Positive

• Director increased ownership by 1,693 shares through scheduled RSU vesting, raising alignment with shareholders
• Transparent disclosure of original grant (20,317 RSUs) and vesting schedule, showing predictable compensation terms
• Vesting at $0 indicates these were service-based RSUs rather than purchased shares

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director vesting increased insider holdings modestly; no cash purchase or sale reported.

The Form 4 documents a scheduled vesting event rather than an open-market transaction: 1,693 RSUs vested into common shares at no cash cost to the reporting person, reflecting standard equity compensation mechanics. The filing reports beneficial ownership totals of 16,930 common shares and 3,387 RSUs after the transaction. This is a non-dispositive, service-based issuance tied to a November 2024 grant of 20,317 RSUs with monthly vesting, indicating alignment with shareholder incentives but not a liquidity event or active trading by the director.

Corporate Governance Expert

TL;DR: Scheduled vesting consistent with compensation policy; no governance red flags in this filing.

The disclosure shows a routine vesting schedule for director compensation: equity was granted and vested in installments contingent on continued service. The transaction code and explanation align with planned, time-based vesting. The issuance at $0 is standard for RSU settlements. There is a clear record of the original grant size and vesting cadence, and the Form 4 was executed by an attorney-in-fact, which is typical when the reporting person delegates filing execution. No unusual transfers, sales, or related-party transactions are shown.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

MACK DAVID J.

(Last) (First) (Middle)

C/O BIOXCEL THERAPEUTICS, INC.

555 LONG WHARF DRIVE, 12TH FLOOR

(Street)

NEW HAVEN CT 06511

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BioXcel Therapeutics, Inc. [ BTAI ]

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)
08/31/2025

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	08/31/2025		M		1,693	A	(1)	16,930	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
Restricted Stock Units	(1)	08/31/2025		M			1,693	(2)	(2)	Common Stock	1,693	$0	3,387	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

2. On November 21, 2024, the Reporting Person was granted 20,317 RSUs, vesting in twelve equal installments on the last date of each month beginning on November 30, 2024, subject to his continued service as a Director through the vesting period.

	/s/ Richard Steinhart, Attorney-in-Fact for David J. Mack	09/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did David J. Mack report on the Form 4 for BTAI?

The Form 4 reports the vesting and acquisition of 1,693 RSUs into common stock on 08/31/2025, increasing his holdings.

How many RSUs were originally granted to David J. Mack and what is the vesting schedule?

He was granted 20,317 RSUs on November 21, 2024, vesting in 12 equal monthly installments beginning November 30, 2024, subject to continued service.

How many shares does David J. Mack beneficially own after this filing?

The filing reports 16,930 shares of common stock beneficially owned and 3,387 RSUs (derivative securities) following the transaction.

Was there any cash paid for the vested RSUs?

No cash was paid; the RSUs converted at a reported price of $0 per share.

Did the Form 4 show any sales or market transactions by the reporting person?

No sales or open-market transactions are reported in this Form 4; it documents a scheduled vesting event only.