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Galera Therapeutics, Inc. (GRTX) details director option change

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Galera Therapeutics, Inc. director Kevin G. Lokay reported the disposition to the issuer of 240 stock options (rights to buy Galera common stock at an exercise price of 8.2000 per share) on August 3, 2026, in connection with Galera’s merger into a wholly owned subsidiary of Gazelle Parent, Inc.

Footnotes explain that, at the Galera merger effective time, in-the-money options were fully vested and converted into Gazelle Parent common stock using a 0.7019 Galera exchange ratio, while certain non‑in‑the‑money options were cancelled for no consideration, and that figures reflect a 1-for-200 reverse stock split completed July 12, 2026.

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Insider LOKAY KEVIN G
Role Director
Type Security Shares Price Value
Disposition Stock Option (Right to Buy) F1, F2, F3, F4 240 -- --
Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct)
Footnotes (4)
  1. F1. These numbers have been adjusted to reflect the 1-for-200 reverse stock split Galera Therapeutics, Inc. ("Galera") effected on July 12, 2026.
  2. F2. Pursuant to an Agreement and Plan of Merger, dated as of April 14, 2026 (the "Merger Agreement"), by and among Galera, Obsidian Therapeutics, Inc. ("Obsidian"), Gazelle Parent, Inc. ("Parent"), Onyx MergerSub, Inc., a wholly owned subsidiary of Parent ("Obsidian Merger Sub"), and Gazelle Merger Subsidiary, Inc., a wholly owned subsidiary of Parent ("Galera Merger Sub"), on August 3, 2026, Galera merged with and into Galera Merger Sub, with Galera surviving as a wholly owned subsidiary of Parent (the "Galera Merger"), and Obsidian merged with and into Obsidian Merger Sub, with Obsidian surviving as a wholly owned subsidiary of Parent (together with the Galera Merger, the "Mergers").
  3. F3. At the effective time of the Galera Merger (the "Galera Effective Time"), each outstanding Galera stock option with an exercise price per share less than $15.62 (each, an "In-the-Money Option"), which was the closing trading price of a share of Galera common stock on the last full trading day on which the Galera common stock was traded prior to the date of the Galera Effective Time, became fully vested and was converted into shares of Parent common stock determined by (i) multiplying the number of shares of Galera common stock underlying the In-the-Money Option by the Galera Exchange Ratio (as defined in Footnote 4) (rounded down to the nearest whole share) then (ii) subtracting the number of shares of Parent common stock with a value equal to the exercise price and withholding taxes each required to be paid with respect to the net exercise of the In-the-Money Option, calculated pursuant to the formula set forth in Section 2.6(i) of the Merger Agreement.
  4. F4. At the Galera Effective Time, each outstanding share of Galera common stock (excluding any shares of Galera common stock held by stockholders who had exercised and perfected appraisal rights for such shares) was converted into the right to receive 0.7019 shares of Parent common stock (the "Galera Exchange Ratio").
Stock options disposed 240.0000 options Options returned to the issuer on August 3, 2026 in connection with the merger
Option exercise price 8.2000 per share Exercise price for the reported stock option (right to buy Galera common stock)
Closing price threshold for in-the-money options $15.62 Closing trading price of Galera common stock on the last full trading day before the merger effective time
Galera Exchange Ratio 0.7019 shares of Parent common stock per Galera share Conversion rate for each outstanding share of Galera common stock at the merger effective time
Reverse stock split ratio 1-for-200 Galera reverse stock split effected on July 12, 2026; all figures are adjusted for this split
Non-In-the-Money Option financial
"each outstanding Galera stock option that was not an In-the-Money Option (each, a "Non-In-the-Money Option")"
In-the-Money Option financial
"each outstanding Galera stock option with an exercise price per share less than $15.62 (each, an "In-the-Money Option")"
reverse stock split financial
"adjusted to reflect the 1-for-200 reverse stock split Galera Therapeutics, Inc. effected on July 12, 2026"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Agreement and Plan of Merger regulatory
"Pursuant to an Agreement and Plan of Merger, dated as of April 14, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Galera Exchange Ratio financial
"was converted into the right to receive 0.7019 shares of Parent common stock (the "Galera Exchange Ratio")"

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FAQ

What insider transaction did Galera Therapeutics (GRTX) director Kevin Lokay report?
Kevin G. Lokay reported a disposition to the issuer of 240 stock options on August 3, 2026. These options were rights to buy Galera common stock and were affected by the closing of Galera’s merger into a wholly owned subsidiary of Gazelle Parent, Inc.

How many Galera (GRTX) stock options were involved and at what exercise price?
The filing shows 240.0000 stock options disposed of, each with an exercise price of 8.2000 per share. These options referenced Galera common stock and were adjusted for Galera’s 1-for-200 reverse stock split completed on July 12, 2026.

How did the Galera–Obsidian merger affect Kevin Lokay’s Galera (GRTX) options?
Footnotes state that, at the Galera merger effective time, in-the-money options (exercise price below $15.62) became fully vested and were converted into Gazelle Parent common stock, while non-in-the-money options were cancelled for no consideration in connection with the combined Mergers.

What was the Galera exchange ratio in the GRTX merger transaction?
Each outstanding share of Galera common stock was converted into the right to receive 0.7019 shares of Gazelle Parent common stock. This Galera Exchange Ratio was also used in determining shares issued upon conversion of in-the-money Galera stock options at the merger effective time.

Did Kevin Lokay’s Galera (GRTX) transaction use a Rule 10b5-1 trading plan?
The Form 4 indicates the Rule 10b5-1 checkbox is not marked, so the reported option disposition was not affirmed as executed under a Rule 10b5-1 trading plan. Instead, it arose from the terms of the Galera and Obsidian merger agreement.

What reverse stock split did Galera Therapeutics (GRTX) complete before the merger?
Footnotes state that Galera effected a 1-for-200 reverse stock split on July 12, 2026. All option and share numbers referenced in the Form 4 for Kevin Lokay are adjusted to reflect this reverse split in Galera’s common stock.
SEC Form 4
FORM 4UNITED 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
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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*
LOKAY KEVIN G
(Last)(First)(Middle)
C/O GALERA THERAPEUTICS, INC.
101 LINDENWOOD DRIVE, SUITE 225
(Street)
MALVERN PENNSYLVANIA 19355
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Galera Therapeutics, Inc. [ GRTX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$8.2(1)08/03/2026D240(1) (2)(3)(4)02/23/2035Common Stock240(1)(2)(3)(4)0D
Explanation of Responses:
1. These numbers have been adjusted to reflect the 1-for-200 reverse stock split Galera Therapeutics, Inc. ("Galera") effected on July 12, 2026.
2. Pursuant to an Agreement and Plan of Merger, dated as of April 14, 2026 (the "Merger Agreement"), by and among Galera, Obsidian Therapeutics, Inc. ("Obsidian"), Gazelle Parent, Inc. ("Parent"), Onyx MergerSub, Inc., a wholly owned subsidiary of Parent ("Obsidian Merger Sub"), and Gazelle Merger Subsidiary, Inc., a wholly owned subsidiary of Parent ("Galera Merger Sub"), on August 3, 2026, Galera merged with and into Galera Merger Sub, with Galera surviving as a wholly owned subsidiary of Parent (the "Galera Merger"), and Obsidian merged with and into Obsidian Merger Sub, with Obsidian surviving as a wholly owned subsidiary of Parent (together with the Galera Merger, the "Mergers").
3. At the effective time of the Galera Merger (the "Galera Effective Time"), each outstanding Galera stock option with an exercise price per share less than $15.62 (each, an "In-the-Money Option"), which was the closing trading price of a share of Galera common stock on the last full trading day on which the Galera common stock was traded prior to the date of the Galera Effective Time, became fully vested and was converted into shares of Parent common stock determined by (i) multiplying the number of shares of Galera common stock underlying the In-the-Money Option by the Galera Exchange Ratio (as defined in Footnote 4) (rounded down to the nearest whole share) then (ii) subtracting the number of shares of Parent common stock with a value equal to the exercise price and withholding taxes each required to be paid with respect to the net exercise of the In-the-Money Option, calculated pursuant to the formula set forth in Section 2.6(i) of the Merger Agreement.
4. At the Galera Effective Time, each outstanding share of Galera common stock (excluding any shares of Galera common stock held by stockholders who had exercised and perfected appraisal rights for such shares) was converted into the right to receive 0.7019 shares of Parent common stock (the "Galera Exchange Ratio").
Remarks:
At the Galera Effective Time, each outstanding Galera stock option that was not an In-the-Money Option (each, a "Non-In-the-Money Option") was cancelled for no consideration, which cancellation is exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-4(d) and Rule 16b-6(d) thereunder. Accordingly, the Reporting Person's Non-In-the-Money Options that were cancelled in connection with the Mergers are not reported herein.
/s/ J. Mel Sorensen, Attorney-in-Fact for Kevin G. Lokay08/05/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR