Galectin CFO exercises options, sells 8,706 shares

Rhea-AI Filing Summary

Jack W. Callicutt, Chief Financial Officer of Galectin Therapeutics (GALT), exercised stock options for 8,706 shares of common stock at $1.37 per share and on the same date sold 8,706 shares at a weighted average price of $6.4385, in trades between $6.33 and $6.68. Per a footnote, the reported transaction was made pursuant to a Rule 10b5-1 plan adopted on April 17, 2025. After these transactions he directly holds 7,614 common shares.

Insights

Securities Analyst

TL;DR: CFO exercised vested options and sold the newly acquired shares under a pre-established 10b5-1 plan, materially reducing his direct holdings.

The Form 4 shows a routine, structured insider liquidity event: 8,706 options were exercised at $1.37 and the resulting shares were sold at a weighted average of $6.4385. The transactions were executed pursuant to a Rule 10b5-1 trading plan adopted April 17, 2025, indicating pre-planned sales rather than opportunistic trades. The reporting owner’s direct beneficial holdings declined from 16,320 to 7,614 shares, a meaningful percentage reduction of his publicly reported stake. For investors, this is a material insider sale but the filing provides standard disclosures and an undertaking to supply trade-level sale prices on request.

Corporate Governance Expert

TL;DR: Disclosure follows governance best practices by using a 10b5-1 plan and documenting option vesting and sale price ranges.

The filing documents that the sales were made under a Rule 10b5-1 plan adopted earlier in the year, which strengthens the compliance posture by reducing timing concerns about insider information. The filing also explains vesting history for the options (25% on grant date 01/20/2016, remainder monthly over three years) and notes the seller will provide transaction-level prices if requested by regulators or shareholders. These disclosures align with transparent reporting expectations for insider transactions.

Insider Trade Summary

Exercise and Sale: 8,706 shares ($44K approx. pre-tax spread)

Exercise and Sale 3 txns

Insider CALLICUTT JACK W

Role Chief Financial Officer

Sold 8,706 shs ($56K)

Approx. gross sale proceeds $56K

Approx. exercise cost $12K

Approx. pre-tax spread $44K

Type	Security	Shares	Price	Value
Exercise	Stock option (right to buy)	8,706	$1.37	$12K
Exercise	Common Stock	8,706	$1.37	$12K
Sale	Common Stock	8,706	$6.4385	$56K

Holdings After Transaction: Stock option (right to buy) — 0 contracts (Direct); Common Stock — 7,614 shares (Direct)

Footnotes (3)

1. F1. The reported transaction was made pursuant to a Rule 10b5-1 plan adopted by the reporting person on April 17, 2025, as disclosed in the Issuer?s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2025.
2. F2. The shares were sold in multiple transactions at prices ranging from $6.33 to $6.68. This amount represents the weighted average sale price of such transactions. The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request by the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
3. F3. The options vested as follows: 25% on January 20, 2016, the grant date, with the remainder vesting ratably on a monthly basis over a three year period.

Key Figures

Options Exercised: 8,706 shares Exercise Price: $1.37 per share Shares Sold: 8,706 shares +3 more

6 metrics

Options Exercised 8,706 shares Stock options for common stock exercised on September 12, 2025

Exercise Price $1.37 per share Exercise or conversion price of stock options granted January 20, 2016

Shares Sold 8,706 shares Common stock sold on September 12, 2025 after option exercise

Weighted Average Sale Price $6.4385 per share Multiple sales in a price range from $6.33 to $6.68

Post-Transaction Holdings 7,614 shares Direct common stock ownership after reported transactions

Option Expiration Date January 20, 2026 Expiration date of the exercised stock options

Key Terms

Rule 10b5-1 plan, weighted average sale price, grant date, vested ratably

4 terms

Rule 10b5-1 plan regulatory

"The reported transaction was made pursuant to a Rule 10b5-1 plan adopted by the reporting person"

A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.

weighted average sale price financial

"The shares were sold in multiple transactions at prices ranging from $6.33 to $6.68. This amount represents the weighted average sale price"

grant date financial

"The options vested as follows: 25% on January 20, 2016, the grant date, with the remainder vesting ratably"

The grant date is the day a company formally gives an employee or contractor the right to receive stock-based compensation, such as stock options or restricted shares. It matters to investors because it fixes key terms—like the price, the start of the ownership clock, and when the award will affect the company’s financial statements and share count—so it can influence dilution, reported expenses, and potential future selling pressure.

vested ratably financial

"with the remainder vesting ratably on a monthly basis over a three year period"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Galectin Therapeutics (GALT) report for its CFO?

The filing shows CFO Jack W. Callicutt exercised options for 8,706 shares and sold 8,706 common shares on September 12, 2025. These transactions involved stock options with a $1.37 exercise price and sales at a weighted average price of $6.4385 per share.

How many GALT shares did CFO Jack Callicutt sell, and at what price?

He sold 8,706 shares of Galectin Therapeutics common stock at a weighted average price of $6.4385 per share. A footnote notes multiple trades within a price range from $6.33 to $6.68 and that detailed trade data is available upon request.

What was the stock option exercise price in Galectin Therapeutics (GALT) CFO's Form 4?

The CFO exercised stock options covering 8,706 shares at an exercise price of $1.37 per share. The options were granted January 20, 2016, with 25% vesting on the grant date and the remainder vesting monthly over three years.

Does the GALT Form 4 reference a Rule 10b5-1 trading plan?

Yes. A footnote states the reported transaction was made pursuant to a Rule 10b5-1 plan adopted on April 17, 2025. That plan was previously disclosed in Galectin Therapeutics’ Form 10-Q filed with the SEC on August 14, 2025.

How many Galectin Therapeutics (GALT) shares does the CFO own after these transactions?

After the reported option exercise and share sale, CFO Jack W. Callicutt directly holds 7,614 shares of Galectin Therapeutics common stock. This post-transaction holding is explicitly reported as his direct ownership position in the filing’s holdings summary.

What are the key dates related to the options in GALT's Form 4?

The options were granted and partially vested on January 20, 2016, with remaining vesting over three years. They were exercised on September 12, 2025, and had an expiration date of January 20, 2026, according to the filing details.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/15/2025 - 12:45 PM Learn about SEC filing dates

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).

1. Name and Address of Reporting Person^*

CALLICUTT JACK W

(Last) (First) (Middle)

C/O GALECTIN THERAPEUTICS INC.

4960 PEACHTREE INDUSTRIAL BLVD., STE 240

(Street)

NORCROSS GA 30071

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GALECTIN THERAPEUTICS INC [ GALT ]

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)
09/12/2025

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	09/12/2025		M(1)		8,706	A	$1.37	16,320	D
Common Stock	09/12/2025		S(1)		8,706	D	$6.4385(2)	7,614	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock option (right to buy)	$1.37	09/12/2025		M(1)			8,706	01/20/2019(3)	01/20/2026	Common Stock	8,706	$1.37	0	D

Explanation of Responses:

1. The reported transaction was made pursuant to a Rule 10b5-1 plan adopted by the reporting person on April 17, 2025, as disclosed in the Issuer?s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2025.

2. The shares were sold in multiple transactions at prices ranging from $6.33 to $6.68. This amount represents the weighted average sale price of such transactions. The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request by the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

3. The options vested as follows: 25% on January 20, 2016, the grant date, with the remainder vesting ratably on a monthly basis over a three year period.

	Jack W. Callicutt	09/15/2025
	** 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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