GSK deal: RAPT (RAPT) director disposes options and shares

Rhea-AI Filing Summary

RAPT Therapeutics director Scott Braunstein reported dispositions of equity tied to the company’s merger with a GlaxoSmithKline affiliate. He surrendered 25,000 director stock options back to the issuer and disposed of 4,956 common shares through a tender offer at $58.00 per share.

The filing explains that, under the Merger Agreement, outstanding restricted stock units and stock options were cancelled at the merger’s effective time and converted into cash based on the $58.00 offer price. These transactions reflect automatic treatment of director awards in connection with RAPT becoming an indirect wholly owned subsidiary of GlaxoSmithKline LLC.

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^*

Braunstein Scott

(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.

Remarks:

	/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.
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FAQ

What insider transactions did RAPT (RAPT) director Scott Braunstein report?

Scott Braunstein reported disposing of equity awards linked to RAPT’s merger. He surrendered 25,000 director stock options to the issuer and tendered 4,956 common shares, with all amounts treated in cash under the agreed $58.00 per-share offer price.

How are RAPT (RAPT) director stock options treated in the GSK merger?

Outstanding RAPT stock options became fully vested immediately before the merger’s effective time. Options with an exercise price below $58.00 per share were cancelled and converted into a cash payment equal to the spread between the offer price and the option exercise price.

What happens to RAPT (RAPT) restricted stock units under the merger?

Each outstanding RAPT restricted stock unit is cancelled at the merger’s effective time and converted into cash. The cash amount equals the number of shares underlying the RSU multiplied by the $58.00 per-share offer price, paid as specified in the merger agreement.

Was the RAPT (RAPT) director’s Form 4 related to a tender offer?

Yes. The Form 4 states that certain securities were disposed of pursuant to a tender offer under the merger agreement. Common shares were acquired by the purchaser at $58.00 per share in cash as part of GlaxoSmithKline’s acquisition structure.

Did the RAPT (RAPT) director buy or sell shares on the open market?

The transactions were not open-market trades. They were dispositions to the issuer and tender-offer dispositions executed automatically under the merger agreement, reflecting how director stock options and common shares were converted into cash consideration at the $58.00 offer price.

What corporate change triggered these RAPT (RAPT) equity dispositions?

The dispositions were triggered by a merger in which a GlaxoSmithKline-affiliated purchaser completed a tender offer for all RAPT common shares at $58.00 per share and then merged with RAPT, making RAPT an indirect wholly owned subsidiary of GlaxoSmithKline LLC.