[Form 4] GT Biopharma Inc. Insider Trading Activity

Rhea-AI Filing Summary

Michael Martin Breen, CEO and Director of GT Biopharma, reported three option grants on 09/04/2025 totaling 300,000 options to purchase common stock. Each option covers 100,000 shares with an exercise price of $1.33 and an expiration date of 08/19/2035. Following the reported transactions, Mr. Breen directly beneficially owns 100,000 shares for each grant (total reported underlying shares: 300,000). One grant is fully vested and exercisable; the other two vest in quarterly installments beginning 01/01/2025 and 01/01/2026 respectively. The form was signed on 09/08/2025.

Positive

• 300,000 total options reported, increasing alignment between CEO and shareholders
• Identical strike and expiry across grants ($1.33 strike, 08/19/2035 expiry) provide clarity of terms
• One tranche fully vested, giving the reporting person immediate exercisability for 100,000 options

Negative

• Two tranches vest in the future, delaying potential exercising for 200,000 options
• No information on prior holdings or total company ownership percentage provided in this form

Insights

Financial Analyst

TL;DR: Insider received 300,000 options at a $1.33 strike, staggered vesting, 2035 expiry — modest governance/compensation event.

The filing documents three option awards to the CEO and Director totaling 300,000 options with a long-dated expiration (08/19/2035) and a $1.33 exercise price. One grant is fully vested and immediately exercisable, while two grants have future quarterly vesting schedules starting in 2025 and 2026. These are typical executive equity awards intended to align incentives over multiple years. The direct beneficial ownership is reported per-grant at 100,000 shares each.

Corporate Governance Expert

TL;DR: Grants show multi-year vesting and a mix of exercisable and future-vesting tranches, consistent with retention-focused equity packages.

The structure—one fully vested tranche plus two tranches with staged quarterly vesting—indicates a mix of immediately exercisable compensation and longer-term retention incentives. All options are reported as directly owned and share identical strike and expiry terms. No amendment or other disclosure items are present in this Form 4 beyond the option grants and vesting schedules.

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).

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^*

Breen Michael Martin

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Director

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		100,000		(1)	08/19/2035	Common Stock	100,000	$0	100,000	D
Option to purchase Common Stock	$1.33	09/04/2025		A		100,000		(2)	08/19/2035	Common Stock	100,000	$0	100,000	D
Option to purchase Common Stock	$1.33	09/04/2025		A		100,000		(3)	08/19/2035	Common Stock	100,000	$0	100,000	D

Explanation of Responses:

1. The options are fully vested and exercisable.

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

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

	/s/ Michael Martin Breen	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 did GTBP insider Michael Martin Breen report on Form 4?

He reported three option grants on 09/04/2025 totaling 300,000 options to purchase common stock at a $1.33 exercise price.

How many of the reported options are immediately exercisable?

100,000 options are fully vested and exercisable; the other 200,000 vest in future quarterly installments.

What are the vesting schedules for the option grants?

One grant is fully vested; one vests in four equal quarterly installments beginning 01/01/2025; one vests in four equal quarterly installments beginning 01/01/2026.

What is the expiration date and strike price of the options?

All options have an expiration date of 08/19/2035 and an exercise price of $1.33.

When was the Form 4 signed?

The form was signed on 09/08/2025 by Michael Martin Breen.