RAPT Therapeutics (RAPT) director equity cashed out in $58 GSK deal

Rhea-AI Filing Summary

RAPT Therapeutics director Michael F. Giordano reported the disposition of equity awards and shares in connection with the company’s acquisition by GlaxoSmithKline. The filing shows multiple Director Stock Options and 4,956 shares of common stock disposed on March 3, 2026, including a disposition pursuant to a tender offer.

Under a Merger Agreement dated January 19, 2026, a GSK subsidiary completed a tender offer to acquire all outstanding RAPT shares for $58.00 per share in cash, followed by a merger that made RAPT an indirect wholly owned subsidiary. At the merger’s effective time, all outstanding RSUs were cancelled and converted into cash based on the Offer Price, and stock options were accelerated; in-the-money options were cashed out using the Offer Price while out-of-the-money options were cancelled without consideration.

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^*

Giordano Michael F

(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)	$49.44	03/03/2026		D(2)(4)			824	(6)	(6)	Common Stock	824	(6)	0	D
Director Stock Option (right to buy)(5)	$96	03/03/2026		D(2)(4)			799	(6)	(6)	Common Stock	799	(6)	0	D
Director Stock Option (right to buy)(5)	$226.16	03/03/2026		D(2)			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)	$175.92	03/03/2026		D(2)(4)			402	(6)	(6)	Common Stock	402	(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)			4,561	(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) disclose for Michael F. Giordano?

RAPT reported that director Michael F. Giordano disposed of multiple stock options and 4,956 common shares. These transactions on March 3, 2026 were issuer and tender-offer dispositions tied directly to the closing of RAPT’s merger with a GlaxoSmithKline subsidiary.

How does the GSK merger affect RAPT (RAPT) shareholders’ common stock?

RAPT common stock was acquired for cash at $58.00 per share. A GSK subsidiary completed a tender offer for all outstanding shares at this price, then merged with RAPT, which now operates as an indirect wholly owned subsidiary of GlaxoSmithKline.

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

All outstanding RAPT RSUs were cancelled and converted into cash. Each RSU became a right to receive cash equal to the number of underlying shares multiplied by the $58.00 Offer Price, payable according to the terms of the Merger Agreement.

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

All RAPT stock options were accelerated, then cashed out or cancelled. In-the-money options were cancelled and converted into cash based on the spread between the $58.00 Offer Price and the exercise price; out-of-the-money options were cancelled with no consideration.

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

One footnote explains that option share numbers and exercise prices reflect a 1-for-8 reverse split. RAPT had previously effected this reverse stock split on June 16, 2025, and the option terms were adjusted accordingly before the merger-related cash-out.