RAPT (RAPT) director disposes equity as $58-per-share GSK merger closes

Rhea-AI Filing Summary

RAPT Therapeutics director Ashley L. Dombkowski reported disposing of equity awards in connection with the company’s acquisition by a GlaxoSmithKline affiliate. On March 3, 2026, 25,000 director stock options and 4,956 shares of common stock were surrendered to the issuer or purchaser as part of the closing.

Under a previously signed Merger Agreement, a GlaxoSmithKline subsidiary completed a tender offer to acquire all RAPT common shares for $58.00 per share in cash, then merged with RAPT, which became an indirect wholly owned subsidiary. At the merger’s effective time, all outstanding RSUs and eligible stock options were cancelled and converted into the right to receive cash based on the $58.00 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Dombkowski Ashley L.

(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)	$7.44	03/03/2026		D(2)(4)			25,000	(5)	(5)	Common Stock	25,000	(5)	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. 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 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.

	/s/ Rodney Young, Attorney-in-Fact	03/05/2026
	** 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 transactions did RAPT (RAPT) director Ashley L. Dombkowski report?

Ashley L. Dombkowski reported dispositions of equity linked to RAPT’s merger. She surrendered 25,000 director stock options and 4,956 common shares on March 3, 2026, as part of the tender offer and merger consideration structure.

How was RAPT (RAPT) acquired and at what price per share?

RAPT was acquired through a tender offer and merger with a GlaxoSmithKline affiliate. Purchaser bought all outstanding common shares for $58.00 per share in cash, then merged with RAPT, which now operates as an indirect wholly owned subsidiary.

What happened to RAPT (RAPT) restricted stock units in the merger?

All outstanding RSU awards, whether vested or unvested, were cancelled at the merger’s effective time. Each RSU was converted into the right to receive cash equal to the underlying share count multiplied by the $58.00 offer price, payable under the merger terms.

How were RAPT (RAPT) stock options treated when the merger closed?

At closing, each outstanding RAPT stock option first became fully vested and exercisable. Options with an exercise price below $58.00 were then cancelled and converted into cash equal to shares underlying the option multiplied by the spread between $58.00 and the exercise price.

Was the Form 4 for RAPT (RAPT) related to a tender offer?

Yes. The Form 4 states that the securities were transacted pursuant to a Merger Agreement under which a GlaxoSmithKline affiliate completed a tender offer for all RAPT shares at $58.00 per share, followed by a merger that converted awards into cash rights.

Did RAPT (RAPT) become a subsidiary after the GlaxoSmithKline transaction?

Following the tender offer, the acquisition vehicle merged with and into RAPT. RAPT survived that merger and became an indirect wholly owned subsidiary of the GlaxoSmithKline parent entity, as described in the merger agreement footnotes.