RAPT Therapeutics (RAPT) director exits options and shares in GSK deal

Rhea-AI Filing Summary

RAPT Therapeutics director Linda Kozick reported the disposition of stock options and common shares in connection with the company’s acquisition by a GlaxoSmithKline affiliate. Multiple “Director Stock Option (right to buy)” awards were disposed of to the issuer on March 3, 2026, leaving no options reported as outstanding afterward.

Under a January 19, 2026 Merger Agreement, a GSK subsidiary completed a tender offer for all RAPT shares at $58.00 per share in cash and then merged into RAPT. The filing notes that RSUs and stock options were cancelled at the merger effective time and converted into cash based on the offer price where in-the-money, while out-of-the-money options were cancelled without payment. The Form 4 also shows a tender-offer disposition of 4,956 shares of common stock for cash consideration at the offer price.

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

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X

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^*

Kozick Linda

(Last) (First) (Middle)

C/O RAPT THERAPEUTICS, INC.

561 ECCLES AVENUE

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RAPT Therapeutics, Inc. [ RAPT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

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(1)	03/03/2026		U(2)(3)(4)		4,956	D	(3)	0	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
Director Stock Option (right to buy)(5)	$16.32	03/03/2026		D(2)(4)			2,083	(6)	(6)	Common Stock	2,083	(6)	0	D
Director Stock Option (right to buy)(5)	$49.44	03/03/2026		D(2)(4)			521	(6)	(6)	Common Stock	521	(6)	0	D
Director Stock Option (right to buy)(5)	$108.96	03/03/2026		D(2)(4)			521	(6)	(6)	Common Stock	521	(6)	0	D
Director Stock Option (right to buy)(5)	$96	03/03/2026		D(2)(4)			1,917	(6)	(6)	Common Stock	1,917	(6)	0	D
Director Stock Option (right to buy)(5)	$96	03/03/2026		D(2)(4)			417	(6)	(6)	Common Stock	417	(6)	0	D
Director Stock Option (right to buy)(5)	$226.16	03/03/2026		D(2)(4)			938	(6)	(6)	Common Stock	938	(6)	0	D
Director Stock Option (right to buy)(5)	$154.4	03/03/2026		D(2)(4)			938	(6)	(6)	Common Stock	938	(6)	0	D
Director Stock Option (right to buy)(5)	$109.12	03/03/2026		D(2)(4)			1,063	(6)	(6)	Common Stock	1,063	(6)	0	D
Director Stock Option (right to buy)(5)	$167.44	03/03/2026		D(2)(4)			1,618	(6)	(6)	Common Stock	1,618	(6)	0	D
Director Stock Option (right to buy)(5)	$37.04	03/03/2026		D(2)(4)			4,561	(6)	(6)	Common Stock	4,561	(6)	0	D
Director Stock Option (right to buy)(5)	$7.44	03/03/2026		D(2)(4)			32,229	(6)	(6)	Common Stock	32,229	(6)	0	D

Explanation of Responses:

1. Represents the annual grant of restricted stock units ("RSUs") under the Issuer's Amended & Restated Non-Employee Director Compensation Policy, previously granted to the Reporting Person and reported on Form 4 dated February 2, 2026, which were scheduled to fully vest on the first anniversary of the grant date. Each RSU represents a contingent right to receive one share of common stock upon vesting.

2. The Issuer entered into an Agreement and Plan of Merger, dated January 19, 2026 (the "Merger Agreement") with GlaxoSmithKline LLC, a Delaware limited liability company ("Parent"), Redrose Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser") and solely for purposes of providing a guaranty pursuant to Section 8.11 of the Merger Agreement, GSK plc, a public limited company organized under the laws of England and Wales. Pursuant to the Merger Agreement, Purchaser completed a tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, for $58.00 per share (the "Offer Price"), in cash, without interest and subject to any applicable withholding of taxes. On March 3, 2026, Purchaser merged with and into the Issuer, with the Issuer surviving as an indirect wholly owned subsidiary of Parent (the effective time of such merger, the "Effective Time").

3. Pursuant to the Merger Agreement, each RSU award that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive cash in an amount equal to (i) the total number of Shares issuable in settlement of such RSU immediately prior to the Effective Time without regard to vesting, multiplied by (ii) the Offer Price, which amount shall be paid in accordance with the Merger Agreement.

4. This Form 4 reports securities transacted pursuant to the Merger Agreement.

5. The number of shares underlying this option and the exercise price were adjusted to reflect the 1-for-8 reverse stock split effected by the Issuer on June 16, 2025.

6. Pursuant to the terms of the Merger Agreement, each stock option that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, was accelerated and became fully vested and exercisable as of immediately prior to the Effective Time. At the Effective Time, each stock option that was outstanding and unexercised as of immediately before the Effective Time and which had a per share exercise price that was (a) less than Offer Price, was cancelled and converted solely into the right to receive cash in an amount equal to the product of (i) the total number of shares subject to such stock option immediately prior to the Effective Time, multiplied by (ii) the excess of (x) the Offer Price, over (y) the exercise price payable per share under such stock option, and (b) greater than the Offer Price, was cancelled for no consideration.

	/s/ Rodney Young, Attorney-in-Fact	03/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did RAPT (RAPT) director Linda Kozick report?

Director Linda Kozick reported multiple dispositions of RAPT stock options to the issuer and a tender-offer disposition of common shares. These transactions occurred on March 3, 2026, and were executed under the terms of RAPT’s merger agreement with a GlaxoSmithKline affiliate.

How many RAPT (RAPT) common shares did Linda Kozick tender in the merger?

Linda Kozick tendered 4,956 shares of RAPT common stock. These shares were disposed of pursuant to a tender offer completed under the merger agreement, with the consideration paid in cash based on the agreed offer price per share specified in that agreement.

What price per share did RAPT (RAPT) stockholders receive in the GSK tender offer?

RAPT stockholders received $58.00 per share in cash in the tender offer. This offer price applied to each issued and outstanding common share acquired, without interest and subject to applicable tax withholding, as described in the merger agreement with the GlaxoSmithKline affiliate.

What happened to RAPT (RAPT) restricted stock units held by Linda Kozick?

Outstanding restricted stock units were cancelled and converted into a cash right. The cash amount equaled the number of shares underlying each RSU multiplied by the $58.00 offer price, with payment timing and mechanics governed by the terms of the merger agreement.

How were RAPT (RAPT) stock options treated at the merger effective time?

RAPT stock options became fully vested immediately before the merger and were then cancelled. In-the-money options were converted into cash equal to shares times the spread between $58.00 and the exercise price, while options with exercise prices above $58.00 were cancelled without consideration.

Why does the Form 4 for RAPT (RAPT) mention a reverse stock split?

The Form 4 notes that option share counts and exercise prices were adjusted for a 1-for-8 reverse stock split. This split was effected on June 16, 2025, and the adjustment ensured that the reported option terms reflected the post-split capital structure when describing the merger-related cash-out.