BioXcel Therapeutics (NASDAQ: BTAI) discloses December 2025 RSU conversions

Rhea-AI Filing Summary

BioXcel Therapeutics officer Javier Rodriguez reported equity award transactions involving the company’s common stock. On December 14, 2025 and December 15, 2025, restricted stock units were converted into 33 and 35 shares of common stock, respectively, at an exercise price of $0 per share. Following these transactions, he directly beneficially owned 6,760 and then 6,795 common shares.

The activity reflects vesting of restricted stock units originally granted on March 14, 2022 and March 15, 2023. Those grants covered 521 and 562 RSUs, vesting 25% on the first anniversary of each grant date and 6.25% at the end of each successive three‑month period, contingent on continuous employment. After the reported December 2025 conversions, he continued to beneficially own 130 and 282 RSUs, each RSU representing the right to receive one share of common stock.

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^*

Rodriguez Javier

(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)
	See Remarks

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)	6,760	D
Common Stock	12/15/2025		M		35	A	(1)	6,795	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.

Remarks:

Chief Legal Officer, Senior Vice President and Corporate Secretary

	/s/ Richard Steinhart, Attorney-in-Fact for Javier Rodriguez	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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** 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 insider transactions did BioXcel Therapeutics (BTAI) report for Javier Rodriguez in December 2025?

The filing shows that on December 14, 2025 and December 15, 2025, 33 and 35 restricted stock units were converted into the same number of BioXcel Therapeutics common shares at an exercise price of $0 per share.

How many BioXcel Therapeutics common shares does Javier Rodriguez own after these Form 4 transactions?

After the December 15, 2025 transaction, Javier Rodriguez directly beneficially owned 6,795 shares of BioXcel Therapeutics common stock.

What are the key terms of Javier Rodriguez’s March 14, 2022 RSU grant at BioXcel Therapeutics (BTAI)?

On March 14, 2022, Javier Rodriguez was granted 521 restricted stock units (RSUs), vesting as to 25% of the total on the first anniversary and 6.25% at the end of each successive three‑month period, subject to his continuous employment.

What are the key terms of Javier Rodriguez’s March 15, 2023 RSU grant at BioXcel Therapeutics (BTAI)?

On March 15, 2023, he was granted 562 RSUs, vesting as to 25% of the total on the first anniversary and 6.25% at the end of each successive three‑month period, also subject to continuous employment with the company.

How many restricted stock units does Javier Rodriguez still hold after the reported December 2025 conversions?

Following the reported transactions, he beneficially owned 130 RSUs from the March 14, 2022 grant and 282 RSUs from the March 15, 2023 grant.

What does each restricted stock unit represent in this BioXcel Therapeutics Form 4?

Each restricted stock unit (RSU) reported for Javier Rodriguez represents a contingent right to receive one share of BioXcel Therapeutics common stock.

What is Javier Rodriguez’s role at BioXcel Therapeutics (BTAI)?

The remarks state that Javier Rodriguez serves as the company’s Chief Legal Officer, Senior Vice President and Corporate Secretary.