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

Rhea-AI Filing Summary

BioXcel Therapeutics, Inc. (BTAI) – Form 4 (filed 08/05/2025)

Chief Financial Officer Richard I. Steinhart reported the grant of 9,000 Restricted Stock Units (RSUs) on 08/01/2025. Each RSU entitles the holder to one share of BioXcel common stock at no cost. The award vests 100% within 30 days of nine months after the grant date, provided Steinhart remains employed by the company or a subsidiary on the vesting date. Following the transaction, he beneficially owns 9,000 derivative securities; no direct common-stock holdings, dispositions or sales were disclosed. The filing records a routine, service-based equity incentive and does not reference any 10b5-1 trading plan.

Positive

• Alignment of interests: 9,000 RSUs link CFO compensation to share performance, encouraging value creation.

Negative

• Minor dilution: New equity issuance, though immaterial relative to total shares, marginally increases share count.

Insights

Financial Analyst

TL;DR: Routine RSU grant, modest alignment; immaterial to valuation.

The 9,000-unit RSU award is standard for executive compensation and represents a small fraction of BTAI’s ~29 million outstanding shares, thus creating negligible dilution. The single-line filing shows no share sales, so insider sentiment cannot be inferred beyond continued employment commitment. Investors may view the award as modestly positive because it aligns the CFO’s incentives with shareholders, but the event is not financially material and carries no immediate earnings or cash-flow impact.

Corporate Governance Specialist

TL;DR: Standard incentive; signals retention focus, low impact.

The RSU grant vests in roughly nine months, a shorter horizon than typical three-to-four-year vesting schedules, indicating a near-term retention mechanism for the recently appointed CFO. No 10b5-1 plan accompanies the grant, suggesting flexibility in future selling decisions once shares are delivered. Governance risk is minimal; disclosure is timely and complete. Overall impact on shareholder rights and dilution is de minimis.

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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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^*

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)
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.

	/s/ Richard I. Steinhart	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.
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FAQ

What insider transaction did BTAI report on August 5, 2025?

The CFO reported receiving 9,000 Restricted Stock Units granted on August 1, 2025.

When will the 9,000 RSUs granted to BTAI's CFO vest?

They vest 100% within 30 days of nine months after the 08/01/2025 grant date.

Did the Form 4 show any stock sales by the CFO?

No. The filing lists only an RSU grant; there were no dispositions or share sales.

What is the exercise price of the RSUs granted to the CFO of BTAI?

The RSUs have a $0 cost basis; each unit converts to one common share upon vesting.

How many derivative securities does CFO Richard Steinhart own after this grant?

After the transaction, he beneficially owns 9,000 derivative securities (RSUs).