BioXcel Therapeutics (BTAI) CEO sells shares to cover RSU tax obligations
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
BioXcel Therapeutics, Inc. CEO and President Vimal Mehta reported an RSU vesting and a related stock sale. On May 4, 2026, he exercised 49,758 Restricted Stock Units, receiving the same number of common shares at a stated price of $0.00 per share.
On May 20, 2026, he sold 19,419 common shares in an open-market transaction at a weighted average price of about $1.087 per share, pursuant to a Rule 10b5-1 trading plan established solely to cover taxes from the RSU vesting. After this sale, he directly held 69,598 common shares.
The filing also notes indirect holdings of 480,343 common shares by BioXcel LLC and 125 common shares held by his spouse. A prior grant of 199,032 RSUs on January 1, 2026 vests over two years from a Vesting Commencement Date of November 4, 2025, with 149,274 RSUs remaining after the reported conversion.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 19,419 shares ($21,108)
Net Sell
5 txns
Insider
Mehta Vimal
Role
CEO and President
Sold
19,419 shs ($21K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 19,419 | $1.087 | $21K |
| Exercise | Restricted Stock Units | 49,758 | $0.00 | -- |
| Exercise | Common Stock | 49,758 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 69,598 shares (Direct, null);
Restricted Stock Units — 149,274 shares (Direct, null);
Common Stock — 125 shares (Indirect, By Spouse)
Footnotes (1)
- Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 3, 2026 solely to cover taxes due in connection with the vesting of restricted stock units. The price reported is a weighted average price. The securities were sold in multiple transactions at per share prices ranging from $1.07 to $1.105. The Reporting Person undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer, or any shareholder of the Issuer, full information regarding the number of securities sold at each separate price within the range set forth in this footnote. These securities are held of record by BioXcel LLC. BioXcel LLC is a subsidiary of BioXcel Holdings, Inc. ("Parent"). The Reporting Person is an executive officer and the sole member of the board of directors of Parent and an executive officer and one of two managers on the board of managers of BioXcel LLC and Parent. By virtue of these relationships, the Reporting Person may be deemed to be the beneficial owner of the securities held of record by BioXcel LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose. On January 1, 2026, the Reporting Person was granted 199,032 RSUs, vesting as to 25% of the underlying shares on the six-month anniversary of the original promise date of November 4, 2025 (the "Vesting Commencement Date"), with the remaining 75% vesting in three equal installments of 25% on the last day of each subsequent six-month period thereafter, such that the RSUs are fully vested on the two-year anniversary of the Vesting Commencement Date, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates.
Key Figures
Shares sold: 19,419 shares
Sale price: $1.087 per share
Direct holdings after sale: 69,598 shares
+5 more
8 metrics
Shares sold
19,419 shares
Open-market sale at weighted average $1.087 per share on May 20, 2026
Sale price
$1.087 per share
Weighted average; individual trades ranged from $1.07 to $1.105
Direct holdings after sale
69,598 shares
Common stock directly held following May 20, 2026 transaction
Indirect holdings via BioXcel LLC
480,343 shares
Common stock held of record by BioXcel LLC, with beneficial ownership partially disclaimed
Spouse indirect holdings
125 shares
Common stock held by spouse as indirect ownership
RSUs exercised
49,758 RSUs
Converted into common stock at $0.00 per share on May 4, 2026
RSUs outstanding after conversion
149,274 RSUs
Remaining from 199,032 RSU grant dated January 1, 2026
Original RSU grant
199,032 RSUs
Granted January 1, 2026 with two-year vesting from November 4, 2025
Key Terms
Restricted Stock Unit ("RSU"), Rule 10b5-1 trading plan, beneficial owner, pecuniary interest, +1 more
5 terms
Restricted Stock Unit ("RSU") financial
"Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock."
Rule 10b5-1 trading plan regulatory
"The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person..."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
beneficial owner regulatory
"By virtue of these relationships, the Reporting Person may be deemed to be the beneficial owner of the securities held of record by BioXcel LLC."
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
pecuniary interest financial
"The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein."
Vesting Commencement Date financial
"...on the six-month anniversary of the original promise date of November 4, 2025 (the "Vesting Commencement Date")..."
The vesting commencement date is the starting point when an employee begins earning ownership rights to their promised benefits, such as stock options or retirement contributions. Think of it like the day a savings account is opened—only after this date do the benefits start to grow and become fully available over time. It matters to investors because it marks when the clock begins ticking toward full ownership, affecting the timing and value of these benefits.
FAQ
What insider transaction did BTAI CEO Vimal Mehta report on this Form 4?
Vimal Mehta reported exercising 49,758 Restricted Stock Units into common stock and selling 19,419 shares. The sale was in the open market at a weighted average price of about $1.087 per share, primarily to satisfy tax obligations from the RSU vesting.
What RSU grant and vesting schedule does the BTAI Form 4 describe for Vimal Mehta?
The Form 4 notes a grant of 199,032 Restricted Stock Units on January 1, 2026. Twenty-five percent vests six months after the November 4, 2025 Vesting Commencement Date, with the remaining 75% vesting in three equal six-month installments, contingent on continued employment.
How many RSUs did the BioXcel (BTAI) CEO convert in this filing and how many remain?
Vimal Mehta converted 49,758 Restricted Stock Units into an equal number of common shares at a stated price of $0.00 per share. Following this conversion, 149,274 RSUs remain reported as outstanding under the same award, continuing to vest over the defined schedule.