[Form 4] Lixte Biotechnology Holdings, Inc. Warrants Insider Trading Activity

Rhea-AI Filing Summary

Verona Pharma plc (VRNA) – Form 4 insider transaction by President & CEO David Zaccardelli. The filing covers two transactions dated 7 July and 8 July 2025.

Table I (Ordinary Shares): On 07/07/25, Zaccardelli acquired 229,512 Ordinary Shares (equivalent to 28,689 ADSs) through the conversion of vested Restricted Share Units (Code M, price $0). On 07/08/25, 90,320 Ordinary Shares were withheld to satisfy tax obligations arising from the vesting (Code F) at a reference price of $11.4413 per ADS-equivalent. After the transactions, the executive directly owns 13,329,360 Ordinary Shares (≈1.66 million ADSs).

Table II (Derivative securities): The CEO received a new performance-based award of 675,048 RSUs. Concurrently, 229,512 RSUs were converted into the Ordinary Shares noted above, leaving 445,536 unvested RSUs outstanding. The award was earned because Q2-2025 performance metrics were met; 34% vested immediately, and the balance vests quarterly over two years, subject to continued service.

Key takeaways:

• The filing reflects continued equity alignment—net share ownership rose by 139,192 Ordinary Shares even after tax withholding.
• The performance-based RSU grant signals management’s achievement of internal targets, potentially reinforcing investor confidence in operational execution.
• Share disposition was solely for tax withholding, not an open-market sale, limiting adverse signal value.

Insights

Securities Analyst

TL;DR CEO gained RSUs, converted some to shares, and withheld others for tax; net stake up, signaling confidence.

The Form 4 shows a standard vesting/tax-withholding pattern. The 675 k RSU performance award confirms Q2-2025 targets, which is modestly positive for execution credibility. Although 90 k shares were disposed, it was an automatic tax event, neutralising typical insider-sale concerns. Net ownership increase to 13.3 m Ordinary Shares (≈4.4% of basic shares outstanding) keeps the chief executive closely aligned with shareholders. Dilution from new RSUs is immaterial relative to VRNA’s ~300 m Ordinary Share base. Overall impact: slightly positive but not market-moving.

Corporate Governance Specialist

TL;DR Performance RSUs earned; vesting schedule incentivises two-year retention, minimal governance risk.

The Board’s award of 675 k RSUs tied to concrete Q2 metrics demonstrates a pay-for-performance framework. Immediate vesting of only 34% with the remainder quarterly through 2027 promotes leadership continuity. Tax withholding (Code F) is routine and transparent. No red flags in ownership reporting: beneficial holdings and derivative positions are clearly disclosed. From a governance perspective, the transaction is well-structured and shareholder-friendly.

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^*

Pursglove Geordan Garrett

(Last) (First) (Middle)

680 E. COLORADO BLVD., SUITE 180

(Street)

PASADENA CA 91101

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LIXTE BIOTECHNOLOGY HOLDINGS, INC. [ LIXT ]

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 Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2025

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
Options to Purchase Common Stock	$2.83	07/03/2025		A		350,000		07/03/2025	07/03/2030	Common	350,000	$0(1)	350,000	D

Explanation of Responses:

1. Effective July 3, 2025, the reporting person was granted stock options to purchase an aggregate of 350,000 shares vesting 50% on the effective date, 25% on September 30,2025 and 25% on December 31,2025. The grant was a signing bonus for the reporting person entering into an employment agreement with the issuer. The exercise price is $2.83 per share.

	/s/ Geordan Pursglove	07/08/2025
	** Signature of Reporting Person	Date
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