RAPT Therapeutics (RAPT) director equity cashed out in $58-per-share GSK buyout

Rhea-AI Filing Summary

RAPT Therapeutics director Mary Ann Gray reported dispositions of stock options and shares tied to the company’s acquisition by a GlaxoSmithKline affiliate. On March 3, 2026, a GlaxoSmithKline LLC subsidiary completed a tender offer and merger, acquiring all RAPT common stock for $58.00 per share in cash.

Under the merger agreement, all outstanding restricted stock units were cancelled and converted into the right to receive cash based on the $58.00 offer price. Director stock options were accelerated and, if in the money, converted into cash based on the spread to the offer price; options with exercise prices above $58.00 were cancelled for no consideration. Gray also disposed of 4,956 common shares pursuant to the tender offer.

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^*

GRAY MARY ANN

(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)	$220.24	03/03/2026		D(2)(4)			2,813	(6)	(6)	Common Stock	2,813	(6)	0	D
Director Stock Option (right to buy)(5)	$170.16	03/03/2026		D(2)(4)			498	(6)	(6)	Common Stock	498	(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)	$177.6	03/03/2026		D(2)(4)			478	(6)	(6)	Common Stock	478	(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)	$175.92	03/03/2026		D(2)(4)			484	(6)	(6)	Common Stock	484	(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)	$146.8	03/03/2026		D(2)(4)			560	(6)	(6)	Common Stock	560	(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)	$71.84	03/03/2026		D(2)(4)			1,072	(6)	(6)	Common Stock	1,072	(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)	$9.76	03/03/2026		D(2)(4)			7,650	(6)	(6)	Common Stock	7,650	(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) disclose for Mary Ann Gray?

RAPT Therapeutics reported that director Mary Ann Gray disposed of multiple director stock options and 4,956 common shares. These transactions occurred in connection with the company’s cash acquisition by a GlaxoSmithKline affiliate under a previously signed merger agreement.

What was the purchase price in the RAPT Therapeutics (RAPT) acquisition?

The merger agreement set a cash purchase price of $58.00 per RAPT common share. A GlaxoSmithKline LLC subsidiary completed a tender offer at this price before merging with RAPT, which then became an indirect wholly owned subsidiary of the GlaxoSmithKline parent.

How were RAPT (RAPT) restricted stock units treated in the GSK merger?

Each outstanding RAPT restricted stock unit was cancelled at the merger’s effective time and converted into a right to receive cash. The cash amount equaled the number of underlying shares multiplied by the $58.00 per-share offer price, payable as specified in the merger agreement.

What happened to RAPT (RAPT) stock options held at the time of the merger?

At the effective time, all RAPT stock options became fully vested, then were treated based on their exercise price. In-the-money options were cancelled and converted into cash based on the spread to $58.00 per share, while out-of-the-money options were cancelled without consideration.

How many RAPT (RAPT) common shares did Mary Ann Gray tender in the transaction?

Mary Ann Gray disposed of 4,956 RAPT common shares pursuant to the tender offer. These shares were acquired for $58.00 per share in cash as part of the broader acquisition, alongside the cash-out and cancellation treatment of her equity awards under the merger agreement.

Was the June 2025 reverse stock split relevant to these RAPT (RAPT) options?

Yes. A 1-for-8 reverse stock split on June 16, 2025 affected the options’ terms. The number of shares underlying certain options and their exercise prices were adjusted to reflect this split before the merger-related acceleration and cash-out or cancellation took place.