GALT CFO executes 10b5‑1 sales following option exercises

Rhea-AI Filing Summary

Galectin Therapeutics (GALT) reported insider transactions by CFO Jack W. Callicutt. On November 3–4, 2025, he exercised employee stock options at $1.11, $1.72, and $1.98 per share and sold the resulting shares under a pre‑arranged Rule 10b5‑1 plan.

Sales on November 3 were executed at a weighted average price of $6.01 (transactions ranged from $6.00–$6.01). On November 4, sales were executed at a weighted average price of $6.07 (range $6.00–$6.25). Individual lots included 1,300, 1,260, and 1,250 shares on November 3, and 8,914, 8,974, and 10,741 shares on November 4.

Following these transactions, the CFO beneficially owned 7,614 shares directly. The options referenced were from grants with previously disclosed vesting schedules.

Insights

Insider transactions & governance analyst

Pre-set 10b5‑1 sales after option exercises; neutral impact.

The CFO exercised vested employee stock options at strike prices of $1.11, $1.72, and $1.98 and sold the resulting shares on Nov 3–4, 2025. The filing states these transactions were made under a Rule 10b5‑1 plan adopted on Apr 17, 2025.

Reported sales used weighted average prices of $6.01 (range $6.00–$6.01) and $6.07 (range $6.00–$6.25). After the transactions, direct beneficial ownership is 7,614 shares. These mechanics are typical for liquidity and tax management following option exercises.

Because this is a scheduled insider sale without additional corporate developments, it is generally not thesis‑changing. Subsequent filings may provide future activity under the plan.

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).

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)
11/03/2025

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	11/03/2025		M(1)		1,300	A	$1.98	8,914	D
Common Stock	11/03/2025		S(1)		1,300	D	$6.01(2)	7,614	D
Common Stock	11/03/2025		M(1)		1,260	A	$1.11	8,874	D
Common Stock	11/03/2025		S(1)		1,260	D	$6.01(2)	7,614	D
Common Stock	11/03/2025		M(1)		1,250	A	$1.72	8,864	D
Commno stock	11/03/2025		S(1)		1,250	D	$6.01(2)	7,614	D
Common stock	11/04/2025		M(1)		8,914	A	$1.98	16,528	D
Common stock	11/04/2025		S(1)		8,914	D	$6.07(6)	7,614	D
Common stock	11/04/2025		M(1)		8,974	A	$1.11	16,588	D
Common stock	11/04/2025		S(1)		8,974	D	$6.07(6)	7,614	D
Common stock	11/04/2025		M(1)		10,741	A	$1.72	18,355	D
Common stock	11/04/2025		S(1)		10,741	D	$6.07(6)	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	11/03/2025		M(1)			1,300	06/30/2022(3)	01/24/2032	Common Stock	1,300	$0	48,700	D
Stock option (right to buy)	$1.11	11/03/2025		M(1)			1,260	06/30/2023(4)	01/26/2033	Common Stock	1,260	$0	48,740	D
Stock option (right to buy)	$1.72	11/03/2025		M(1)			1,250	06/30/2024(5)	01/22/2034	Comm stock	1,250	$0	63,750	D
Stock option (right to buy)	$1.98	11/04/2025		M(1)			8,914	06/30/0022(3)	01/24/2032	Common stock	8,914	$0	39,786	D
Stock option (right to buy)	$1.11	11/04/2025		M(1)			8,974	06/30/2023(4)	01/26/2034	Common stock	8,974	$0	39,766	D
Stock option (right to buy)	$1.72	11/04/2025		M(1)			10,741	06/30/2024(5)	01/22/2034	Common stock	10,741	$0	53,009	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 $6.00 to $6.01. 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 each of June 30, 2022, December 31, 2022, June 30, 2023, and December 31, 2023.

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

5. The options vested as follows: 25% on each of June 30, 2024, December 31, 2024, and June 30, 2025, with 25% scheduled to vest on December 31, 2025.

6. The shares were sold in multiple transactions at prices ranging from $6.00 to $6.25. 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	11/05/2025
	** 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’s CFO report in the Form 4?

He exercised stock options at $1.11, $1.72, and $1.98 and sold the resulting shares on Nov 3–4, 2025 under a Rule 10b5‑1 plan.

At what prices were GALT shares sold in these transactions?

Weighted average sale prices were $6.01 on Nov 3 (range $6.00–$6.01) and $6.07 on Nov 4 (range $6.00–$6.25).

How many GALT shares does the CFO hold after these transactions?

The filing shows 7,614 shares directly beneficially owned after the reported transactions.

Were the GALT insider sales pre-arranged?

Yes. The filing states the transactions were made under a Rule 10b5‑1 plan adopted on April 17, 2025.

What were some of the trade lot sizes disclosed for GALT?

Examples include 1,300, 1,260, and 1,250 shares on Nov 3, and 8,914, 8,974, and 10,741 shares on Nov 4.

Do the transactions change GALT’s capital structure?

These are insider transactions; they reflect personal holdings changes and do not, by themselves, alter the company’s capital structure.