Galectin (GALT) CFO Jack Callicutt Executes 10b5-1 Sale of 8,706 Shares

Rhea-AI Filing Summary

Jack W. Callicutt, Chief Financial Officer of Galectin Therapeutics Inc. (GALT), reported transactions on Form 4 showing the exercise and sale of common stock on 09/12/2025. The filing discloses the exercise of 8,706 stock options with an exercise price of $1.37 (options originally granted 01/20/2019 and expiring 01/20/2026). Those 8,706 shares were sold the same day under a Rule 10b5-1 plan adopted April 17, 2025, at a weighted average price of $6.4385 (sales ranged $6.33–$6.68). After these transactions the reporting person beneficially owned 7,614 shares, down from 16,320 prior to the transactions. The filing includes an undertaking to provide per-trade sale details on request.

Positive

• Transactions executed under a Rule 10b5-1 plan, indicating pre-specified trading and compliance procedures
• Clear disclosure of option vesting history and an undertaking to provide per-trade sale details on request

Negative

• Significant reduction in reported direct holdings from 16,320 shares to 7,614 shares following the transactions
• Insider sold shares, which may be interpreted by some investors as reduction of insider ownership

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.

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

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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^*

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.
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FAQ

What did Galectin Therapeutics (GALT) CFO Jack Callicutt report on Form 4?

The Form 4 reports that Jack W. Callicutt exercised 8,706 options at $1.37 and sold the resulting shares on 09/12/2025 under a Rule 10b5-1 plan at a weighted average price of $6.4385.

How many shares did the reporting person own after the transactions?

After the reported transactions the reporting person beneficially owned 7,614 shares, down from 16,320 shares prior to the transactions.

Were the sales part of a pre-planned trading arrangement?

Yes. The filing states the sales were made pursuant to a Rule 10b5-1 plan adopted by the reporting person on April 17, 2025.

What was the range of sale prices for the disposed shares?

The filing discloses sale prices ranged from $6.33 to $6.68, with a weighted average sale price of $6.4385.

What options were exercised and when do they expire?

The exercised stock options had an exercise price of $1.37, were granted on 01/20/2019 (vesting schedule noted) and have an expiration date of 01/20/2026.