[Form 4] GT Biopharma Inc. Insider Trading Activity

Rhea-AI Filing Summary

Alan Urban, Chief Financial Officer of GT Biopharma, reported receipt of two stock option awards. Each option allows purchase of 50,000 shares of the company's common stock at an exercise price of $1.33 per share and lists 50,000 shares underlying each option. Both options expire on 08/19/2035. One option vests in four equal quarterly installments beginning on January 1, 2025; the other vests in four equal quarterly installments beginning on January 1, 2026. The filing reports the options as directly held by Mr. Urban and shows the reported post-transaction beneficial ownership as 50,000 shares per option line (totaling 100,000 underlying shares across both awards).

Positive

• Two option awards granted to the CFO totaling 100,000 underlying shares, indicating management retention incentives
• Clear vesting schedules provided: one award vests in four equal quarterly installments beginning January 1, 2025 and the other beginning January 1, 2026
• Long exercise window with expiration on 08/19/2035, aligning incentives to longer-term performance

Negative

• Potential dilution from 100,000 underlying shares granted (absolute dilution amount provided; percentage impact not disclosed because total shares outstanding not provided)

Insights

Securities Analyst

TL;DR: CFO received two ten-year stock options totaling 100,000 underlying shares with staged vesting, a routine executive compensation action.

The grants to the company's CFO are structured as two separate options exercisable at $1.33 per share and expiring on 08/19/2035. Vesting is staggered, beginning on January 1, 2025 for one award and on January 1, 2026 for the other, each vesting in four equal quarterly installments. From a securities perspective, this appears to be a standard retention and incentive mechanism rather than a capital-raising event. The report lists direct beneficial ownership of 50,000 shares per option line, implying 100,000 underlying shares granted in total.

Compensation/Risk Analyst

TL;DR: The option structure emphasizes retention through multi-year vesting and long-dated exercise windows.

The two option awards use multi-year vesting schedules and a long expiration horizon to align the CFO's incentives with long-term company performance. Each option covers 50,000 shares at a $1.33 exercise price and expires on 08/19/2035. The separate vesting commencement dates create staggered retention periods. Reported ownership is direct and shown as 50,000 shares following each transaction line.

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).

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^*

URBAN ALAN LOUIS

(Last) (First) (Middle)

C/O GT BIOPHARMA, INC.

505 MONTGOMERY STREET, 10TH FLOOR

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GT Biopharma, Inc. [ GTBP ]

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)
09/04/2025

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

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
Option to purchase Common Stock	$1.33	09/04/2025		A		50,000		(1)	08/19/2035	Common Stock	50,000	$0	50,000	D
Option to purchase Common Stock	$1.33	09/04/2025		A		50,000		(2)	08/19/2035	Common Stock	50,000	$0	50,000	D

Explanation of Responses:

1. The option vests in four equal quarterly installments beginning on January 1, 2025.

2. The option vests in four equal quarterly installments beginning on January 1, 2026.

	/s/ Alan Urban	09/08/2025
	** 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.
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 reported the transaction on GTBP?

The reporting person is Alan Urban, identified as the Chief Financial Officer of GT Biopharma.

What securities were granted to the reporting person?

Two stock options, each to purchase 50,000 shares of GT Biopharma common stock, for a combined 100,000 underlying shares.

What is the exercise price and expiration for the options?

Each option has an exercise price of $1.33 per share and an expiration date of 08/19/2035.

How do the options vest?

One option vests in four equal quarterly installments beginning January 1, 2025; the other vests in four equal quarterly installments beginning January 1, 2026.

Is the reported ownership direct or indirect?

The filing shows the options as direct ownership (listed as form 'D' for each line).