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

Rhea-AI Filing Summary

BioXcel Therapeutics (BTAI) filed a Form 4 showing that Chief Legal Officer and Senior VP Javier Rodriguez was granted 9,000 Restricted Stock Units (RSUs) on 01 Aug 2025. Each RSU converts into one share of common stock. The transaction is coded “A” (acquisition) and is held directly; no shares were sold or otherwise disposed of.

The award vests 100 % within 30 days after nine months from the grant date—around early May 2026—conditioned on Rodriguez’s continued employment. After the grant, the executive beneficially owns 9,000 derivative securities; the stated exercise price is $0.

Signed on 05 Aug 2025, the filing reflects ordinary executive compensation and does not materially change insider ownership or the public float.

Insights

Securities Analyst

TL;DR: Routine equity award; no cash outlay; immaterial to float; neutral for investors.

The Form 4 discloses a standard RSU grant to an executive. With 9,000 shares and no sale component, the filing signals neither bullish insider buying nor bearish selling. Vesting in nine months aligns incentives but adds negligible dilution. I see no immediate valuation impact or governance concern. Classification: neutral.

Portfolio Manager

TL;DR: Small, time-based RSU grant; aligns leadership incentives; investment thesis unchanged.

Equity compensation of this size is typical for an officer role and represents less than a rounding error for most cap-table analyses. The single-tranche vesting accelerates alignment but does not indicate directional sentiment. I would not adjust position sizing or risk models based on this disclosure alone.

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
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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)
08/01/2025

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

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)	08/01/2025		A		9,000		(2)	(2)	Common Stock	9,000	$0	9,000	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 August 1, 2025 (the "Grant Date"), the Reporting Person was granted 9,000 RSUs, vesting as to 100% on or within thirty (30) days of 9 months from the Grant Date, subject to the Reporting Person's continued employment with the Issuer or a subsidiary of the Issuer on such date.

Remarks:

Chief Legal Officer, Senior Vice President and Corporate Secretary

	/s/ Richard Steinhart, Attorney-in-Fact for Javier Rodriguez	08/05/2025
	** 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 did BioXcel Therapeutics (BTAI) disclose in this Form 4?

The company reported granting 9,000 RSUs to Chief Legal Officer Javier Rodriguez on 01 Aug 2025.

When do the granted RSUs to Javier Rodriguez vest?

They vest 100 % within 30 days after nine months from the 01 Aug 2025 grant date—around early May 2026.

Were any BTAI shares sold in this filing?

No. The Form 4 records only an acquisition of RSUs; no shares were disposed of.

How many BTAI shares does the insider own after the transaction?

Rodriguez beneficially owns 9,000 derivative securities (RSUs) following the grant.

Is the RSU grant likely to dilute existing shareholders?

Dilution is expected to be immaterial given the small 9,000-share size relative to total shares outstanding.