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

Rhea-AI Filing Summary

BioXcel Therapeutics insider activity: Vimal Mehta, CEO and President and a director, reported two small acquisitions of common stock and corresponding restricted stock units in mid-September 2025. On 09/14/2025 he received 163 RSUs (vesting contingent) and 163 shares were recorded as acquired; on 09/15/2025 he received 219 RSUs and 219 shares were recorded as acquired. Following these transactions Mr. Mehta directly beneficially owned 20,493 shares. He also discloses indirect ownership of 480,343 shares held of record by BioXcel LLC, of which he is a manager, and one shareholding is reported as held by spouse.

Positive

• Scheduled RSU vesting and acquisition disclosed (163 shares on 09/14/2025 and 219 shares on 09/15/2025), showing ongoing executive equity alignment
• Clear disclosure of indirect holdings of 480,343 shares held by BioXcel LLC with an explicit disclaimer regarding beneficial ownership

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine executive vesting and small open-market acquisitions; limited investor impact.

These filings reflect scheduled vesting and small purchases rather than opportunistic trading. The reported direct increases of 163 and 219 shares are minor relative to the 480,343 shares held indirectly by BioXcel LLC. There is no new debt, dilution event, or sale reported. For valuation or market-impact analysis these transactions are immaterial on their own but confirm continued executive ownership alignment with the company.

Corporate Governance Expert

TL;DR: Disclosure demonstrates customary reporting of vested RSUs and indirect holdings via related entities.

The report properly discloses RSU vesting and beneficial ownership through BioXcel LLC with a formal disclaimer of direct beneficial ownership beyond pecuniary interest. The separate reporting of direct and indirect holdings and the attorney-in-fact signature meet Section 16 filing norms. No governance concern or unexpected change in control is evident from the filing text 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).

1. Name and Address of Reporting Person^*

Mehta Vimal

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

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		163	A	(1)	20,274	D
Common Stock	09/15/2025		M		219	A	(1)	20,493	D
Common Stock								125	I	By Spouse
Common Stock								480,343	I	By BioXcel LLC(2)

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			163	(3)	(3)	Common Stock	163	$0	816	D
Restricted Stock Units	(1)	09/15/2025		M			219	(4)	(4)	Common Stock	219	$0	1,970	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. 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.

3. On March 14, 2022, the Reporting Person was granted 2,609 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.

4. On March 15, 2023, the Reporting Person was granted 3,500 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, Attorney-in-Fact for Vimal Mehta, Ph.D.	09/16/2025
	** 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 transactions did Vimal Mehta report on Form 4 for BTAI?

The filing reports acquisitions of 163 shares on 09/14/2025 and 219 shares on 09/15/2025, corresponding RSU vesting events, and prior indirect holdings.

How many shares does Vimal Mehta beneficially own after the reported transactions?

The report shows 20,493 shares directly beneficially owned following the transactions and 480,343 shares held indirectly by BioXcel LLC.

Were any derivative securities reported in the Form 4?

Yes. The filing reports Restricted Stock Units (RSUs) that vested as to 163 RSUs (09/14/2025) and 219 RSUs (09/15/2025), each convertible into one share.

Does the filing indicate that Mehta controls the shares held by BioXcel LLC?

The filing states Mehta is a manager of BioXcel LLC and may be deemed a beneficial owner by virtue of those roles, but he disclaims beneficial ownership

Who signed the Form 4 on behalf of Vimal Mehta?

The Form 4 was signed by Richard Steinhart, Attorney-in-Fact for Vimal Mehta on 09/16/2025.