KAPA insider John S. Yu awarded 190,840 RSUs, now holds 5.5M+ shares

Rhea-AI Filing Summary

Kairos Pharma (KAPA) reported an insider equity grant to its CEO and Chairman, John S. Yu, who is also a director and 10% owner. On 10/08/2025, he received 190,840 restricted stock units (RSUs) of common stock under the Kairos Pharma, Ltd. 2023 Equity Incentive Plan, with all 190,840 RSUs scheduled to vest on the first anniversary of the grant date. Following this award, he directly beneficially owns 230,105 shares of common stock, which consist of 34,599 shares and 195,506 RSUs that remain subject to vesting, and indirectly holds 5,316,572 shares through The Yu Family Trust, where he is trustee. This filing reflects equity-based compensation and confirms his significant ongoing ownership stake.

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

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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^*

Yu John S

(Last) (First) (Middle)

C/O KAIROS PHARMA, LTD.

2355 WESTWOOD BLVD, #139

(Street)

LOS ANGELES CA 90064

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Kairos Pharma, LTD. [ KAPA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/08/2025

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	10/08/2025		A		190,840(1)	A	$0.00	230,105(2)	D
COMMON STOCK								5,316,572	I	By Self as Trustee for The Yu Family Trust

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. Represents 190,840 restricted stock units ("RSUs") issued to the Reporting Person under the Kairos Pharma, Ltd. 2023 Equity Incentive Plan. The 190,840 RSUs are scheduled to vest in full on the first anniversary of the grant date.

2. Consists of (1) 34,599 shares of common stock (2) 195,506 RSUs which remain subject to vesting.

	/s/ John S Yu	11/26/2025
	** 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 transaction did Kairos Pharma (KAPA) disclose in this Form 4?

The company disclosed that CEO, Chairman, director and 10% owner John S. Yu was granted 190,840 restricted stock units (RSUs) of Kairos Pharma common stock on 10/08/2025.

Under which plan were the 190,840 Kairos Pharma (KAPA) RSUs granted?

The 190,840 RSUs were issued to John S. Yu under the Kairos Pharma, Ltd. 2023 Equity Incentive Plan.

When do the 190,840 Kairos Pharma (KAPA) RSUs vest for John S. Yu?

The filing states that the 190,840 RSUs are scheduled to vest in full on the first anniversary of the grant date.

How many Kairos Pharma (KAPA) shares does John S. Yu beneficially own directly after this transaction?

After the reported transaction, John S. Yu directly beneficially owns 230,105 shares of common stock, consisting of 34,599 shares and 195,506 RSUs that remain subject to vesting.

What indirect ownership in Kairos Pharma (KAPA) does John S. Yu report?

He reports indirect beneficial ownership of 5,316,572 shares of Kairos Pharma common stock, held by himself as trustee for The Yu Family Trust.

What is John S. Yu’s relationship to Kairos Pharma (KAPA)?

John S. Yu is listed as a Director, 10% Owner, and Officer of Kairos Pharma, serving as CEO and Chairman.