Galectin (GALT) CEO Executes Option Exercise and Sale Under 10b5-1 Plan

Rhea-AI Filing Summary

Joel Lewis, President and CEO of Galectin Therapeutics (GALT), reported option exercise and share sale transactions on 09/12/2025. He exercised a stock option with a $2.39 exercise price to acquire 14,000 shares and contemporaneously sold 14,000 shares at a weighted average price of $6.3606, resulting in reported beneficial ownership of 846,592 shares after the acquisition and 832,592 shares after the sale. The option exercised was part of a grant exercisable since 12/14/2018 and expiring 12/14/2027. The filing notes these transactions were made pursuant to a Rule 10b5-1 trading plan adopted April 17, 2025. Mr. Lewis also reports 2,000 shares held indirectly as custodian for a minor, which he disclaims as beneficially owned.

Positive

• Transactions executed under a Rule 10b5-1 plan, indicating pre-established trading instructions and compliance with insider trading rules
• Clear and detailed disclosure including weighted-average sale price and option vesting/expiration dates
• Maintained substantial direct ownership after transactions (reported >800,000 shares)

Negative

• Insider sale of 14,000 shares could be viewed as insider liquidity that marginally reduces direct holdings
• Weighted-average sale price disclosure indicates liquidation at market prices rather than retention

Insights

Securities Analyst

TL;DR: CEO exercised options and sold an equal amount of shares under a 10b5-1 plan, reducing direct holdings modestly.

Joel Lewis executed a routine Section 16 transaction: exercise of 14,000 options at $2.39 and an immediate sale of 14,000 shares at a weighted average of $6.3606. The transactions were executed under a pre-established Rule 10b5-1 plan, which limits opportunistic interpretation but does not eliminate market-signal implications. Reported direct beneficial ownership remains substantial (>800k shares), and derivative holdings include 40,250 options post-transaction. For investors, this is a modest insider liquidity event rather than a material change to company control or capital structure.

Corporate Governance Expert

TL;DR: Transaction follows compliance best practices via a 10b5-1 plan; disclosure is complete and includes custodian-held shares.

The filing explicitly discloses the existence and adoption date of a 10b5-1 plan and provides weighted-average sale price detail, demonstrating transparent compliance with insider-trading rules. The report also clarifies indirect custodial holdings of 2,000 shares and disclaims beneficial ownership for those shares. From a governance perspective, timely and detailed Form 4 disclosure reduces regulatory and shareholder concerns about 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^*

LEWIS JOEL

(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)

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

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)		14,000	A	$2.39	846,592	D
Common Stock	09/12/2025		S(1)		14,000	D	$6.3606(2)	832,592	D
Common Stock								2,000	I	as USTA custodian for a minor child(4)

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)	$2.39	09/12/2025		M			14,000	12/14/2018(3)	12/14/2027	Common Stock	14,000	$2.39	40,250	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 $6.331 to $6.51. 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 100% on December 14, 2018.

4. These shares are held of record by the Reporting Person as custodian for a minor child under the Uniform Transfer to Minors Act. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purpose of Section 16 or for any other purpose.

	Jack W. Callicutt, by power of attorney	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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FAQ

What did Joel Lewis (GALT) report on Form 4 dated 09/12/2025?

The filing reports exercise of 14,000 options at an exercise price of $2.39 and the sale of 14,000 common shares at a weighted average price of $6.3606 on 09/12/2025.

Were these transactions part of a prearranged trading plan for GALT insider Joel Lewis?

Yes. The Form 4 states the transactions were made pursuant to a Rule 10b5-1 plan adopted April 17, 2025.

How many GALT shares does Joel Lewis report beneficially owning after these transactions?

The report shows 846,592 shares following the acquisition and 832,592 shares following the sale, with 2,000 additional shares held indirectly as custodian for a minor.

What are the details of the exercised options disclosed in the GALT Form 4?

The exercised stock option has an exercise price of $2.39, was exercisable since 12/14/2018, expires 12/14/2027, and the filing shows 40,250 derivative securities beneficially owned following the reported transactions.

At what prices were the sold GALT shares executed?

The shares were sold in multiple transactions at prices ranging from $6.331 to $6.51, with a reported weighted average sale price of $6.3606.