BioXcel (BTAI) CFO exercises 17,500 RSUs and sells 6,845 shares for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

BioXcel Therapeutics, Inc. Chief Financial Officer Richard Steinhart reported compensation-related share activity. On May 4, 2026, he exercised 17,500 Restricted Stock Units (RSUs), receiving the same number of common shares at a conversion price of $0.00 per share. These RSUs are part of a 70,000-unit grant made on January 1, 2026, which vests 25% six months after November 4, 2025 and the remaining 75% in three equal six‑month installments.

On May 20, 2026, Steinhart sold 6,845 common shares in open-market transactions at a weighted average price of $1.085 per share, within a range of $1.07 to $1.105. According to the disclosure, this sale was executed under a Rule 10b5-1 trading plan adopted on February 3, 2026 solely to cover taxes due from the RSU vesting. After the transactions, he directly owns 26,300 common shares and continues to hold 52,500 RSUs, indicating a remaining equity stake through both shares and unvested awards.

Insider Trade Summary 10b5-1

Net Seller: 6,845 shares ($7,427)

Net Sell 3 txns

Insider Steinhart Richard I

Role Chief Financial Officer

Sold 6,845 shs ($7K)

Type	Security	Shares	Price	Value
Sale	Common Stock	6,845	$1.085	$7K
Exercise	Restricted Stock Units	17,500	$0.00	--
Exercise	Common Stock	17,500	$0.00	--

Holdings After Transaction: Common Stock — 26,300 shares (Direct, null); Restricted Stock Units — 52,500 shares (Direct, null)

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. On January 1, 2026, the Reporting Person was granted 70,000 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: 6,845 shares Sale price range: $1.07–$1.105 per share RSUs exercised: 17,500 units +3 more

6 metrics

Shares sold 6,845 shares Open-market sale on May 20, 2026 at weighted average $1.085

Sale price range $1.07–$1.105 per share Price range for 6,845-share sale on May 20, 2026

RSUs exercised 17,500 units RSUs converted to common stock on May 4, 2026 at $0.00

Common shares held 26,300 shares Direct holdings after May 20, 2026 sale

RSUs remaining 52,500 units RSU balance after 17,500-unit exercise

RSU grant size 70,000 units Grant made January 1, 2026 with staged vesting over two years

Key Terms

Restricted Stock Unit ("RSU"), Rule 10b5-1 trading plan, weighted average price, vesting, +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.

weighted average price financial

"The price reported is a weighted average price. The securities were sold in multiple transactions..."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

vesting financial

"The RSUs are fully vested on the two-year anniversary of the Vesting Commencement Date, subject to the Reporting Person's continuous employment..."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Vesting Commencement Date financial

"Vesting Commencement Date, with the remaining 75% vesting in three equal installments of 25%..."

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.

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Form 4 Insider Transactions: What Each Field Means →

05/22/2026 - 07:01 PM

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
Estimated average burden
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

CONNECTICUT

06511

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/04/2026		M		17,500	A	⁽¹⁾	33,145	D
Common Stock	05/20/2026		S⁽²⁾		6,845	D	$1.085⁽³⁾	26,300	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/04/2026		M			17,500	⁽⁴⁾	⁽⁴⁾	Common Stock	17,500	$0	52,500	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. 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.

3. 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.

4. On January 1, 2026, the Reporting Person was granted 70,000 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.

	/s/ Richard Steinhart	05/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did BioXcel (BTAI) CFO Richard Steinhart report in this Form 4?

BioXcel CFO Richard Steinhart reported exercising 17,500 Restricted Stock Units into common shares and selling 6,845 shares. The activity reflects equity compensation vesting and a related sale, rather than a pure discretionary trade, based on the detailed footnotes provided.

How many BioXcel (BTAI) shares did the CFO sell and at what price?

He sold 6,845 BioXcel common shares at a weighted average price of $1.085 per share. The sale occurred in multiple trades between $1.07 and $1.105, according to the disclosure’s pricing footnote.

Why did the BioXcel (BTAI) CFO sell 6,845 shares on May 20, 2026?

The Form 4 states the 6,845-share sale was made under a Rule 10b5-1 trading plan adopted February 3, 2026 solely to cover taxes due from RSU vesting. This frames the sale as tax-related rather than a discretionary reduction.

What RSU activity did the BioXcel (BTAI) CFO report on May 4, 2026?

On May 4, 2026, the CFO exercised 17,500 Restricted Stock Units, receiving 17,500 common shares at a conversion price of $0.00 per share. This exercise reflects the vesting of part of a larger RSU grant awarded earlier.

How large is the BioXcel (BTAI) CFO’s RSU grant and how does it vest?

He received a 70,000-unit RSU grant 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 25% installments every six months thereafter.

What are the BioXcel (BTAI) CFO’s holdings after these transactions?

After the reported transactions, he directly owns 26,300 BioXcel common shares and 52,500 RSUs. The RSUs represent additional potential shares that will be delivered as they vest, subject to continued employment conditions.