Galectin Therapeutics CEO Lewis gets 56,332 DSU shares (GALT) on Form 4

Rhea-AI Filing Summary

Galectin Therapeutics Inc. President and CEO Joel Lewis, who also serves as a director, reported equity compensation activity involving the company’s common stock. On January 5, 2026, 56,332 shares of common stock were reported at a price of $3.88 per share, reflecting settlement of deferred stock units (DSUs) and related share withholding for taxes. Following the transaction, Lewis beneficially owned 776,260 shares directly, which represent shares underlying DSUs and common stock.

Under Lewis’s employment and Deferred Stock Unit Agreements, 80% of his compensation is paid in DSUs, with DSUs from the amended agreement settling in common stock, including a tranche on January 5, 2026. The filing also shows 2,000 shares held indirectly as custodian for a minor child under the Uniform Transfer to Minors Act, for which Lewis expressly disclaims beneficial ownership.

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
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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^*

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)
01/05/2026

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(1)	01/05/2026				56,332(3)	D	$3.88	776,260(2)	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

Explanation of Responses:

1. Mr. Lewis and Galectin Therapeutics Inc. entered into an employment agreement, dated August 31, 2020, and a Deferred Stock Unit Agreement, dated August 31, 2020, amended on July 25, 2022. Pursuant to these agreements, 80% of Mr. Lewis' compensation will be paid in the form of deferred stock units ("DSUs") in accordance with the terms and subject to the provisions set forth in the Deferred Stock Unit Agreement. The shares of Common Stock being reported herein underly DSUs issued to Mr. Lewis pursuant to the agreements, at a price per share equal to the closing price of the Common Stock on date of the transaction. The DSUs from the amended agreement shall be settled in shares of Common Stock as follows: (i) fifty percent shall be settled on March 1, 2025 and (ii) fifty percent shall be settled on January 5, 2026.

2. Represents shares underlying DSUs and Common Stock.

3. Represents shares withheld from issuance to Mr. Lewis (but not sold) for federal and state withholding taxes on income.

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	01/13/2026
	** 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.
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.

FAQ

What insider transaction did Galectin Therapeutics (GALT) report for Joel Lewis?

The filing reports that Joel Lewis, President, CEO and director of Galectin Therapeutics Inc., had equity compensation activity involving the company’s common stock on January 5, 2026, tied to settlement of deferred stock units and related tax withholding.

How many Galectin Therapeutics shares did Joel Lewis report on January 5, 2026?

On January 5, 2026, the report shows 56,332 shares of common stock at a price of $3.88 per share, reflecting DSU settlement and shares withheld for federal and state income tax withholding.

How many Galectin Therapeutics shares does Joel Lewis beneficially own after the reported transaction?

After the reported activity, Joel Lewis beneficially owned 776,260 shares directly, representing shares underlying deferred stock units (DSUs) and common stock, according to the filing.

How is Joel Lewis compensated in Galectin Therapeutics stock units?

Under an employment agreement and a Deferred Stock Unit Agreement, 80% of Joel Lewis’ compensation is paid in deferred stock units (DSUs), which are settled in Galectin Therapeutics common stock on specified dates, including March 1, 2025 and January 5, 2026.

Were any of Joel Lewis’s Galectin shares sold in this Form 4 filing?

The filing explains that certain shares were withheld from issuance to Joel Lewis for federal and state withholding taxes on income, and that these shares were not sold, but withheld to cover tax obligations.

What is the nature of the 2,000 Galectin shares reported as indirectly owned by Joel Lewis?

The 2,000 shares are held of record by Joel Lewis as custodian for a minor child under the Uniform Transfer to Minors Act. He disclaims beneficial ownership of these securities, and the report states that filing them does not admit beneficial ownership for Section 16 or any other purpose.

What roles does Joel Lewis hold at Galectin Therapeutics (GALT)?

Joel Lewis is reported as both a director and an officer of Galectin Therapeutics Inc., serving as the company’s President and CEO.