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

Rhea-AI Filing Summary

Javier Rodriguez, identified as Chief Legal Officer, Senior Vice President and Corporate Secretary of BioXcel Therapeutics, Inc. (BTAI), filed a Form 4 reporting transactions on September 14, 2025 and September 15, 2025. The filing discloses restricted stock unit activity tied to two prior grants: 521 RSUs awarded on March 14, 2022, and 562 RSUs awarded on March 15, 2023, each granted with time-based vesting schedules.

The tables show derivative and non-derivative entries reflecting 33 and 35 underlying shares associated with the reported transactions and list the number of vested RSU shares as 163 and 317 respectively in the derivative-security section. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on September 16, 2025.

Insights

Corporate Governance Expert

TL;DR: Routine insider reporting of RSU vesting by a senior officer; disclosure aligns with standard Section 16 requirements and shows no extraordinary events.

The filing documents scheduled vesting activity from two previously granted RSU awards and records share deliverables on two consecutive dates in September 2025. This is a compliance-focused disclosure that satisfies transparency obligations for officer compensation realization. There is no indication of open-market purchases or sales, no change in control actions, and no extraordinary compensation modification disclosed in the Form 4.

Executive Compensation Analyst

TL;DR: Vesting of time-based RSUs from 2022 and 2023 grants produced small share deliveries; this reflects scheduled compensation vesting.

The explanatory notes confirm standard time-based vesting: 25% on the first anniversary and subsequent quarterly vesting at 6.25% increments. The reported underlying share amounts (33 and 35) are consistent with partial vesting events from the two grants. The disclosure helps reconcile awarded vs. vested RSUs but contains no performance-based acceleration or amendment details.

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^*

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)
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)	6,692	D
Common Stock	09/15/2025		M		35	A	(1)	6,727	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.

Remarks:

Chief Legal Officer, Senior Vice President and Corporate Secretary

	/s/ Richard Steinhart, Attorney-in-Fact for Javier Rodriguez	09/16/2025
	** 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 transactions did Javier Rodriguez report on Form 4 for BTAI?

The Form 4 reports transactions on September 14, 2025 and September 15, 2025 related to restricted stock unit vesting and underlying common stock delivery.

How many RSU shares are associated with the reported grants?

The filing notes grants of 521 RSUs (March 14, 2022) and 562 RSUs (March 15, 2023) with time-based vesting schedules.

How many underlying shares were reported as delivered on the September 2025 dates?

The derivative-security section shows underlying share amounts of 33 and 35 associated with the reported transactions.

Who signed the Form 4 and when?

The Form 4 was signed by Richard Steinhart, Attorney-in-Fact for Javier Rodriguez on September 16, 2025.

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

The remarks section identifies him as Chief Legal Officer, Senior Vice President and Corporate Secretary.