Galectin Therapeutics CFO files Form 4 for 5,291-share sale

Rhea-AI Filing Summary

Galectin Therapeutics (GALT) CFO Jack W. Callicutt reported option exercises and same‑day sales on 11/10/2025 under a Rule 10b5‑1 plan adopted on April 17, 2025. He exercised stock options for 5,291 shares (strike prices: $1.11, $1.23, and $1.98) and sold the same number of shares in open‑market transactions.

Sales were executed at weighted average prices of $6.022, $6.0266, and $6.0298, with individual trades ranging from $6.00 to $6.14. Following these transactions, he directly owned 7,614 shares of common stock.

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).

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^*

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)
11/10/2025

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	11/10/2025		M(1)		1,880	A	$1.98	9,694	D
Common stock	11/10/2025		S(1)		1,880	D	$6.022(5)	7,614	D
Common stock	11/10/2025		M(1)		1,675	A	$1.11	9,289	D
Common stock	11/10/2025		S(1)		1,675	D	$6.0266(5)	7,614	D
Common stock	11/10/2025		M(1)		1,736	A	$1.23	9,350	D
Common stock	11/10/2025		S(1)		1,736	D	$6.0298(5)	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)	$1.98	11/10/2025		M(1)			1,880	06/30/0022(2)	01/24/2032	Common stock	1,880	$0	37,706	D
Stock option (right to buy)	$1.11	11/10/2025		M(1)			1,675	06/30/2023(3)	01/26/2034	Common stock	1,675	$0	37,891	D
Stock option (right to buy)	$1.23	11/10/2025		M(1)			1,736	06/30/2025(4)	01/22/2035	Common stock	1,736	$0	51,073	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 options vested as follows: 25% on each of June 30, 2022, December 31, 2022, June 30, 2023, and December 31, 2023.

3. The options vested as follows: 25% on each of June 30, 2023, December 31, 2023, June 30, 2024, and December 31, 2024.

4. The options vests as follows: 25% on June 30, 2025, with 25% scheduled to vest on each of December 31, 2025, June 30, 2026, on December 31, 2026.

5. The shares were sold in multiple transactions at prices ranging from $6.00 to $6.14. 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.

	Jack W. Callicutt	11/12/2025
	** 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 GALT CFO Jack W. Callicutt report on Form 4?

He exercised options for 5,291 shares and sold the same number of shares on 11/10/2025 under a Rule 10b5‑1 plan.

What were the option exercise prices disclosed by GALT?

Exercises were reported at strike prices of $1.11, $1.23, and $1.98.

At what prices were GALT shares sold by the CFO?

Weighted average sale prices were $6.022, $6.0266, and $6.0298, with trades ranging from $6.00 to $6.14.

How many GALT shares does the CFO own after the transactions?

He directly owned 7,614 shares following the reported transactions.

Was the transaction under a 10b5-1 trading plan?

Yes. The filing states it was pursuant to a Rule 10b5‑1 plan adopted on April 17, 2025.

Which positions/options were involved in the GALT Form 4?

Stock options (right to buy) corresponding to 1,880, 1,675, and 1,736 underlying shares were exercised and the resulting shares sold.