BioXcel Therapeutics (BTAI) CFO discloses RSU vesting and stock ownership

Rhea-AI Filing Summary

BioXcel Therapeutics, Inc. reported that its Chief Financial Officer, Richard Steinhart, acquired additional common shares through the vesting and settlement of restricted stock units (RSUs). On 12/14/2025, 33 RSUs converted into 33 shares of common stock, and on 12/15/2025, 35 RSUs converted into 35 shares of common stock, both reported as acquisitions.

Following these transactions, he directly beneficially owned 6,577 shares of BioXcel common stock. The filing notes RSU awards originally granted on March 14, 2022 for 521 RSUs and on March 15, 2023 for 562 RSUs, each vesting 25% on the first anniversary of the grant date and 6.25% at the end of each successive three-month period thereafter, subject to continued employment. After the reported conversions, he continues to hold 130 and 282 RSUs, respectively.

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).

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^*

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)
12/14/2025

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	12/14/2025		M		33	A	(1)	6,542	D
Common Stock	12/15/2025		M		35	A	(1)	6,577	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)	12/14/2025		M			33	(2)	(2)	Common Stock	33	$0	130	D
Restricted Stock Units	(1)	12/15/2025		M			35	(3)	(3)	Common Stock	35	$0	282	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	12/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did BioXcel Therapeutics (BTAI) disclose in this Form 4?

The filing reports that Chief Financial Officer Richard Steinhart acquired BioXcel Therapeutics common stock through the settlement of restricted stock units, with 33 shares issued on 12/14/2025 and 35 shares issued on 12/15/2025.

How many BioXcel Therapeutics (BTAI) shares does the CFO own after these transactions?

After the reported RSU conversions, the Chief Financial Officer beneficially owns 6,577 shares of BioXcel Therapeutics common stock in direct ownership.

What are the vesting terms of the RSUs reported for BioXcel Therapeutics (BTAI) CFO?

The filing states that the 521 RSUs granted on March 14, 2022 and the 562 RSUs granted on March 15, 2023 each vest as to 25% of the total on the first anniversary of the grant date and 6.25% at the end of each successive three-month period thereafter, subject to the CFO’s continuous employment.

How many restricted stock units remain outstanding for the BioXcel Therapeutics (BTAI) CFO?

Following the reported conversions, the CFO continues to hold 130 RSUs from the March 14, 2022 grant and 282 RSUs from the March 15, 2023 grant as derivative securities beneficially owned.

What is the relationship of the reporting person to BioXcel Therapeutics (BTAI)?

The reporting person, Richard Steinhart, is identified as an Officer of BioXcel Therapeutics, Inc., serving as its Chief Financial Officer.

Were any prices reported for the RSU conversions at BioXcel Therapeutics (BTAI)?

For both RSU transactions reported in Table II, the price of the derivative securities is listed as $0, and each RSU represents a contingent right to receive one share of BioXcel common stock.