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

Rhea-AI Filing Summary

Flux Power Holdings (FLUX) – Form 4 filing dated 08/05/25: CEO, President and director Krishna C. Vanka reported no open-market purchases or sales; instead, he received new equity awards under the 2021 Equity Incentive Plan.

• Time-based RSUs: 121,951 units granted on 08/01/25. They vest in three equal annual tranches beginning 07/01/26, conditional on continued service.
• Performance-based RSUs: up to 182,927 units granted on the same date. These cliff-vest after three years (07/01/28) only if Compensation Committee-approved performance targets are met.

Both grants convert 1-for-1 into common shares once vested. All units are held directly by the executive. The filing shows no dispositions or cash exercise price; therefore, immediate dilution is limited to the creation of award reserves, with future dilution tied to vesting and target achievement. No additional derivatives or indirect holdings were disclosed.

Positive

• Performance-conditioned RSUs link a majority of the award to achieving board-approved targets, strengthening pay-for-performance alignment.
• No insider sales were reported, removing negative sentiment often tied to profit-taking.

Negative

• Potential dilution of ~304.9k shares exists if all RSUs vest, incrementally increasing share count.
• The filing omits specific performance metrics, limiting transparency on hurdle difficulty.

Insights

Equity Compensation Analyst

TL;DR: CEO granted ~305k RSUs—aligns incentives; dilution contingent on vesting.

The award structure mixes 40% time-based and 60% performance-based RSUs, encouraging both retention and value creation. Because shares are issued only upon vesting, short-term dilution is negligible, but full vesting would add roughly 304,878 shares to float. Absent share-count context, the effect is likely immaterial but signals the board’s confidence in management. Lack of sale transactions removes any bearish insider signal.

Corporate Governance Specialist

TL;DR: Balanced incentive design; performance triggers improve shareholder alignment.

The three-year cliff on performance RSUs pushes management to focus on multi-year milestones, reducing short-termism risk. Annual vesting of time-based RSUs still provides regular retention hooks. Overall, the plan conforms to common small-cap governance practices and appears shareholder-friendly. No red flags observed.

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
Estimated average burden
hours per response:			0.5

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^*

Mehta Vimal

(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
X	Officer (give title below)		Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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

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)	08/01/2025		A		18,000		(2)	(2)	Common Stock	18,000	$0	18,000	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 August 1, 2025 (the "Grant Date"), the Reporting Person was granted 18,000 RSUs, vesting as to 100% on or within thirty (30) days of 9 months from the Grant Date, subject to the Reporting Person's continued employment with the Issuer or a subsidiary of the Issuer on such date.

	/s/ Richard Steinhart, Attorney-in-Fact for Vimal Mehta, Ph.D	08/05/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Flux Power (FLUX) shares were granted to the CEO?

Krishna Vanka received 121,951 time-based RSUs and up to 182,927 performance-based RSUs, totaling 304,878 units.

When do the new FLUX RSUs vest?

Time-based RSUs vest annually over three years starting 07/01/26; performance RSUs cliff-vest on 07/01/28, subject to goal achievement.

Were any FLUX shares sold or purchased in this Form 4?

No. The filing reports only grants; no open-market transactions occurred.

Does this insider award immediately dilute shareholders?

Shares are issued only upon vesting, so immediate dilution is minimal; full dilution occurs if all 304,878 units vest.

What plan authorized the RSU grants?

Both awards were made under Flux Power’s 2021 Equity Incentive Plan.