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BioXcel Therapeutics (BTAI) executive sells shares after RSU vesting for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BioXcel Therapeutics, Inc. executive Javier Rodriguez reported RSU vesting and a small share sale linked to taxes. On May 4, 2026, he exercised 17,500 Restricted Stock Units into an equal number of Common Stock shares at a conversion price of $0.00 per share. A related derivative entry shows 52,500 RSUs remaining after this vesting.

On May 20, 2026, he sold 6,560 Common Stock shares in an open-market transaction at a weighted average price of $1.084 per share, with individual sale prices ranging from $1.07 to $1.09. According to the disclosure, this sale was made under a pre-arranged Rule 10b5-1 trading plan adopted on February 3, 2026 solely to cover taxes due from the RSU vesting. Following these transactions, he directly holds 26,803 shares of Common Stock.

Positive

  • None.

Negative

  • None.
Insider Rodriguez Javier
Role See Remarks
Sold 6,560 shs ($7K)
Type Security Shares Price Value
Sale Common Stock 6,560 $1.084 $7K
Exercise Restricted Stock Units 17,500 $0.00 --
Exercise Common Stock 17,500 $0.00 --
Holdings After Transaction: Common Stock — 26,803 shares (Direct, null); Restricted Stock Units — 52,500 shares (Direct, null)
Footnotes (1)
  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 $1.09. 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.
Shares sold 6,560 shares Common Stock sale on May 20, 2026
Sale price (weighted average) $1.084 per share Common Stock sale on May 20, 2026
Sale price range $1.07–$1.09 per share Multiple transactions within stated range
RSUs exercised 17,500 RSUs Converted into Common Stock on May 4, 2026
RSU conversion price $0.00 per share Exercise of Restricted Stock Units
Common shares held post-transaction 26,803 shares Direct ownership after reported transactions
RSUs remaining after vesting 52,500 RSUs Derivative holdings following May 4, 2026 vesting
RSU grant size 70,000 RSUs Grant dated January 1, 2026
Restricted Stock Units financial
"Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Rule 10b5-1 trading plan regulatory
"The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan"
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 commencement date financial
"such that the RSUs are fully vested on the two-year anniversary of 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.
derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
SEC Form 4
FORM 4UNITED 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).
X
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 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/04/2026M17,500A(1)33,363D
Common Stock05/20/2026S(2)6,560D$1.084(3)26,803D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)05/04/2026M17,500 (4) (4)Common Stock17,500$052,500D
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 $1.09. 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.
Remarks:
Chief Legal Officer, Senior Vice President and Corporate Secretary
/s/ Richard Steinhart, Attorney-in-Fact for Javier Rodriguez05/22/2026
** Signature of Reporting PersonDate
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)

FAQ

What insider transactions did Javier Rodriguez report for BioXcel Therapeutics (BTAI)?

Javier Rodriguez reported exercising 17,500 Restricted Stock Units into Common Stock on May 4, 2026, then selling 6,560 shares on May 20, 2026. These actions reflect RSU vesting followed by a smaller open-market sale.

How many BioXcel Therapeutics (BTAI) shares did Javier Rodriguez sell and at what price?

He sold 6,560 shares of BioXcel Therapeutics Common Stock at a weighted average price of $1.084 per share. The shares were sold in multiple trades with prices ranging between $1.07 and $1.09 per share.

Was Javier Rodriguez’s BioXcel Therapeutics (BTAI) share sale part of a Rule 10b5-1 plan?

Yes. The filing states the May 20, 2026 share sale was executed under a Rule 10b5-1 trading plan adopted on February 3, 2026, used solely to cover taxes owed from the vesting of restricted stock units.

How many BioXcel Therapeutics (BTAI) shares does Javier Rodriguez hold after these transactions?

After the reported transactions, Javier Rodriguez directly holds 26,803 shares of BioXcel Therapeutics Common Stock. A separate derivative entry shows 52,500 Restricted Stock Units remaining outstanding following the May 4, 2026 vesting event.

What RSU grant and vesting schedule did Javier Rodriguez receive from BioXcel Therapeutics (BTAI)?

He received a grant of 70,000 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, subject to continued employment.

What was the net buy/sell direction in Javier Rodriguez’s latest BioXcel Therapeutics (BTAI) Form 4?

The transaction summary shows a net sell direction of 6,560 shares. This reflects exercising 17,500 RSUs into Common Stock and then selling 6,560 shares, resulting in more shares sold than purchased on a net basis.