BioXcel Therapeutics (BTAI) insider RSU vesting and share ownership update

Rhea-AI Filing Summary

BioXcel Therapeutics Chief Scientific Officer Frank Yocca reported routine equity compensation activity. On 12/14/2025 and 12/15/2025, previously granted restricted stock units vested and he acquired 33 and 35 shares of BioXcel common stock at no cash cost, increasing his directly held stake to 6,417 shares and then 6,452 shares.

The vested shares came from RSU awards originally granted on March 14, 2022 for 521 RSUs and March 15, 2023 for 562 RSUs, which vest over time as long as he remains employed. Following these transactions, he continued to beneficially own 130 RSUs from the 2022 grant and 282 RSUs from the 2023 grant, each representing a contingent 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

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^*

Yocca Frank

(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 Scientific 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)	6,417	D
Common Stock	12/15/2025		M		35	A	(1)	6,452	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, as Attorney-in-Fact for Frank Yocca, Ph.D	12/15/2025
	** 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

What insider transaction did BioXcel Therapeutics (BTAI) report for Frank Yocca?

BioXcel Therapeutics disclosed that Chief Scientific Officer Frank Yocca acquired 33 shares of common stock on 12/14/2025 and 35 shares on 12/15/2025 through the vesting and settlement of previously granted restricted stock units.

What is Frank Yoccas role at BioXcel Therapeutics (BTAI)?

Frank Yocca serves as an officer of BioXcel Therapeutics, holding the title of Chief Scientific Officer, as indicated in the filing.

How many BioXcel Therapeutics shares does Frank Yocca hold after these transactions?

After the reported RSU vesting transactions, Frank Yocca beneficially owns 6,452 shares of BioXcel Therapeutics common stock directly.

What restricted stock unit grants are linked to these BioXcel (BTAI) transactions?

The transactions relate to RSU awards granted on March 14, 2022 for 521 RSUs and on March 15, 2023 for 562 RSUs. Each grant vests 25% on the first anniversary of the grant date and 6.25% at the end of each successive three-month period, subject to continuous employment.

How many restricted stock units does Frank Yocca still beneficially own after the vesting events?

Following the reported transactions, Frank Yocca beneficially owns 130 restricted stock units associated with the 2022 grant and 282 restricted stock units associated with the 2023 grant.

What does each restricted stock unit (RSU) represent in the BioXcel Therapeutics filing?

Each restricted stock unit (RSU) represents a contingent right to receive one share of BioXcel Therapeutics common stock, as stated in the explanation of responses.