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

Rhea-AI Filing Summary

Richard I. Steinhart, Chief Financial Officer of BioXcel Therapeutics, Inc. (BTAI), reported the acquisition of shares from vesting restricted stock units. On 09/14/2025 he received 163 shares upon vesting of RSUs and on 09/15/2025 he received 317 shares, increasing his direct beneficial ownership by those amounts. The RSUs were originally granted on March 14, 2022 (521 RSUs) and March 15, 2023 (562 RSUs) with staged vesting schedules tied to continued employment. The transactions were reported on a Form 4 signed 09/16/2025.

Positive

• CFO increased direct ownership through vesting of RSUs totaling 480 shares (163 + 317)
• Full disclosure provided including grant dates, vesting schedule, and signature on Form 4

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider vesting produced modest direct share acquisitions by the CFO; no sales or derivative exercises reported.

The Form 4 discloses non-derivative acquisitions consisting of common stock received upon RSU vesting: 163 shares on 09/14/2025 and 317 shares on 09/15/2025. These arose from prior grants made in 2022 and 2023 under time-based vesting schedules tied to continuous employment. The filing shows direct ownership increases and uses transaction codes indicating vesting events rather than open-market trades or option exercises. For investors, this is a standard compensation-related ownership change by an officer with no indication of material reallocation of holdings.

Corporate Governance Expert

TL;DR: The disclosure is complete for the reported vesting events and complies with Section 16 reporting norms.

The report details the origin of the RSUs and the vesting cadence: 25% at first anniversary and 6.25% each quarter thereafter. The Form 4 lists the grant dates, amounts vested into common stock, and marks the ownership form as direct. The signature and dates are present. There are no indications of related-party transactions, derivative exercises, or departures from typical equity compensation practice in this filing.

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

1. Name and Address of Reporting Person^*

Steinhart Richard I

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2025

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	09/14/2025		M		33	A	(1)	6,474	D
Common Stock	09/15/2025		M		35	A	(1)	6,509	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)	09/14/2025		M			33	(2)	(2)	Common Stock	33	$0	163	D
Restricted Stock Units	(1)	09/15/2025		M			35	(3)	(3)	Common Stock	35	$0	317	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 March 14, 2022, the Reporting Person was granted 521 RSUs, vesting as to 25% of the total number of RSUs on the first anniversary of March 14, 2022 and as to 6.25% of the total number of RSUs at the end of each successive three-month period thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates.

3. On March 15, 2023, the Reporting Person was granted 562 RSUs, vesting as to 25% of the total number of RSUs on the first anniversary of March 15, 2023 and as to 6.25% of the total number of RSUs at the end of each successive three-month period thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates.

	/s/ Richard Steinhart	09/16/2025
	** 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 transactions did Richard Steinhart report on the Form 4 for BTAI?

The Form 4 reports the acquisition of 163 shares on 09/14/2025 and 317 shares on 09/15/2025 resulting from RSU vesting.

How many RSUs were originally granted to the reporting person and when?

The reporting person was granted 521 RSUs on March 14, 2022 and 562 RSUs on March 15, 2023.

What vesting schedule applied to the RSU grants?

Each grant vested 25% at the first anniversary and 6.25% at the end of each subsequent three-month period, subject to continued employment.

Did the Form 4 report any sales or option exercises by the CFO?

No. The filing reports vesting-related acquisitions of common stock and no sales or derivative exercises.

When was the Form 4 signed and filed?

The Form 4 bears the reporting person's signature dated 09/16/2025.