Kairos Pharma (KAPA) insider granted 171,756 RSUs, total stake 1.31M

Rhea-AI Filing Summary

Kairos Pharma, Ltd. reported an insider equity grant to its Chief Scientific Officer. On October 8, 2025, the officer acquired 171,756 restricted stock units (RSUs) of common stock at a price of $0.00 per share under the Kairos Pharma, Ltd. 2023 Equity Incentive Plan.

The 171,756 RSUs are scheduled to vest on the first anniversary of the grant date, October 8, 2026. After this grant, the reporting person beneficially owns 1,311,739 shares, consisting of 1,135,317 shares of common stock and 176,422 RSUs that remain subject to vesting, all held as a direct ownership position.

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^*

Bhowmick Neil

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Scientific Officer

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		171,756(1)	A	$0.00	1,311,739(2)	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

Explanation of Responses:

1. Represents 171,756 restricted stock units ("RSUs") issued to the Reporting Person under the Kairos Pharma, Ltd. 2023 Equity Incentive Plan. The 171,756 RSUs are scheduled to vest on the on the first anniversary of the grant date which is October 8, 2026.

2. Consists of (1) 1,135,317 shares of common stock and (2) 176,422 RSUs which remain subject to vesting.

	/s/ Neil Bhowmick	12/30/2025
	** 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 insider transaction was reported for Kairos Pharma (KAPA)?

A Kairos Pharma, Ltd. officer reported receiving 171,756 restricted stock units (RSUs) of common stock on October 8, 2025 under the company’s 2023 Equity Incentive Plan.

Who is the reporting person in this Kairos Pharma (KAPA) Form 4?

The reporting person is an officer of Kairos Pharma, Ltd., serving as Chief Scientific Officer, as indicated in the filing and signature block.

What are the vesting terms of the new Kairos Pharma (KAPA) RSUs?

The 171,756 RSUs granted on October 8, 2025 are scheduled to vest on the first anniversary of the grant date, which is October 8, 2026.

How many Kairos Pharma (KAPA) securities does the insider own after this transaction?

Following the reported transaction, the insider beneficially owns 1,311,739 securities in total, made up of 1,135,317 shares of common stock and 176,422 RSUs that are still subject to vesting.

Was any cash paid for the Kairos Pharma (KAPA) RSUs in this filing?

No cash was paid for the grant; the 171,756 RSUs were reported with a price of $0.00 per share, reflecting an equity compensation award.

Are the Kairos Pharma (KAPA) holdings reported as direct or indirect ownership?

The filing indicates the 1,311,739 securities are held as direct (D) ownership by the reporting person.