RAPT Therapeutics (NASDAQ: RAPT) to Be Acquired at $58 Per Share

Rhea-AI Filing Summary

RAPT Therapeutics filed Amendment No. 2 to its Schedule 14D-9 reporting final results of the tender offer by an affiliate of GSK. The Offer at $58.00 per share expired on March 2, 2026, with 30,137,567 Shares validly tendered, representing 93.36% of issued and outstanding Shares as of the Expiration Time. The filing states the Minimum Condition was satisfied, Purchaser accepted for payment the Shares, and the Company expects Parent to complete the merger on March 3, 2026, after which the Shares will be delisted and registration and reporting under the Exchange Act will be terminated.

Positive

• Cash consideration of $58.00 per share was accepted for tendered shares
• High tender participation: 30,137,567 shares tendered, about 93.36% of outstanding shares

Negative

• Company will be delisted and the Shares will cease trading following the Merger
• Reporting obligations under the Exchange Act are intended to be terminated, removing public periodic disclosures

Insights

M&A Transaction Counsel

Final tender results show a successful acquisition closing is imminent.

The filing confirms the Offer at $58.00 per Share expired on March 2, 2026 with 30,137,567 Shares tendered, approximately 93.36% of outstanding shares, satisfying the Minimum Condition. Purchaser has accepted these shares and will cause payment as promptly as practicable.

The filing states Parent expects to complete the Merger on March 3, 2026, "without a vote of the Company’s stockholders" in accordance with Section 251(h) of the DGCL. Subsequent steps disclosed include delisting and steps to terminate registration and reporting under the Exchange Act.

Corporate Governance & Compliance Expert

The company will become a direct wholly owned subsidiary and cease public reporting.

Post‑closing, the Company will continue as the surviving corporation and become a direct wholly owned subsidiary of Parent. The Shares are expected to be delisted and the registration of the Shares under the Exchange Act will be terminated, with reporting obligations suspended.

These actions are conditioned on closing mechanics already satisfied per the filing; timing references are March 2, 2026 for expiration and March 3, 2026 for expected merger completion. Subsequent filings will reflect the formal delisting and deregistration steps.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

RAPT Therapeutics, Inc.

(Name of Subject Company)

RAPT Therapeutics, Inc.

(Name of Person(s) Filing Statement)

Common stock, $0.0001 par value per share

(Title of Class of Securities)

75382E208

(CUSIP Number of Class of Securities)

Brian Wong

President and Chief Executive Officer

RAPT Therapeutics, Inc.

561 Eccles Avenue

South San Francisco, California 94080

(650) 489-9000

With copies to:

Jamie Leigh

Courtney M.W. Tygesson

Bill Roegge

Lindsey O’Crump

Cooley LLP

3 Embarcadero Center, 20th Floor

San Francisco, CA 94111

(415) 693-2000

(Name, address, and telephone number of person authorized to receive notices and communications

on behalf of the persons filing statement)

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

EXPLANATORY NOTE

This Amendment No. 2 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 2, 2026 (together with the exhibits thereto and as amended or supplemented from time to time, the “Schedule 14D-9”) by RAPT Therapeutics, Inc., a Delaware corporation (the “Company”). The Schedule 14D-9 relates to the tender offer by Redrose Acquisition Co., a Delaware corporation (“Purchaser”), a direct wholly-owned subsidiary of GlaxoSmithKline LLC, a limited liability company organized under the laws of Delaware (“Parent”), which is an indirect wholly-owned subsidiary of GSK plc, a public limited company organized under the laws of England and Wales (“Ultimate Parent”), to purchase all of the issued and outstanding shares (the “Shares”) of the Company Common Stock in exchange for $58.00 per Share, net to the stockholder in cash, without interest (the “Offer Price”) and less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated as of February 2, 2026 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is described in a Tender Offer Statement (the “Schedule TO”) filed jointly by Ultimate Parent, Parent and Purchaser with the SEC on February 2, 2026.

Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to them in the Schedule 14D-9. The information in the Schedule 14D-9 is incorporated into this Amendment by reference to all applicable items in the Schedule 14D-9, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 8. Additional Information.

Item 8 “Additional Information” of the Schedule 14D-9 is hereby amended and supplemented by adding a new section titled “Final Results of the Offer and Completion of the Merger” immediately before the section entitled “Item 8. Additional Information — Cautionary Note Regarding Forward-Looking Statements” on page 47 as follows:

“Final Results of the Offer and Completion of the Merger

The Offer and related withdrawal rights expired, as scheduled, at one minute past 11:59 P.M., Eastern Time, on March 2, 2026 (such date and time, the “Expiration Time”), and was not extended. Purchaser was advised by Citibank N.A., which is the depository and paying agent for the Offer, that, as of the Expiration Time, a total of 30,137,567 Shares had been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 93.36% of the issued and outstanding Shares as of the Expiration Time. Accordingly, the Minimum Condition has been satisfied.

All conditions to the Offer having been satisfied, Purchaser accepted for payment, and will cause the Depository to pay, as promptly as practicable, for all Shares validly tendered and not validly withdrawn pursuant to the Offer.

The Company expects that on March 3, 2026, Parent will complete its acquisition of the Company through the Merger of Purchaser with and into the Company, without a vote of the Company’s stockholders and in accordance with Section 251(h) of the DGCL and the terms of, the Merger Agreement, with the Company continuing as the surviving corporation and becoming a direct wholly owned subsidiary of Parent.

Following the consummation of the Merger, the Shares will be delisted and will cease to trade on the Global Select Stock Market. Parent and Purchaser intend to take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of the Company’s reporting obligations under the Exchange Act as promptly as practicable.”

1

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 3, 2026

RAPT Therapeutics, Inc.
By:		/s/ Brian Wong, M.D., Ph.D.
		Name: Brian Wong, M.D., Ph.D.
		Title: President and Chief Executive Officer

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FAQ

What did RAPT Therapeutics (RAPT) report about the tender offer?

RAPT reported the Offer expired on March 2, 2026, with 30,137,567 shares tendered. The filing states this equals approximately 93.36% of issued and outstanding Shares and that the Minimum Condition was satisfied, allowing Purchaser to accept and pay for the tendered shares.

How much cash will RAPT shareholders receive per share?

Shareholders tendering shares will receive $58.00 per share. The Offer Price is stated as net to the stockholder in cash, without interest and less any applicable tax withholding, under the terms of the Offer to Purchase and Letter of Transmittal.

When is the merger expected to close and what follows?

The Company expects the Merger to complete on March 3, 2026. After closing, the Company will be a direct wholly owned subsidiary of Parent, the Shares will be delisted and steps will be taken to terminate registration and suspend Exchange Act reporting.

Was shareholder approval required for the merger?

No shareholder vote is required for the merger under the disclosed terms. The filing states Parent will complete the acquisition "without a vote of the Company’s stockholders" pursuant to Section 251(h) of the Delaware General Corporation Law and the Merger Agreement.

Did the tender offer meet its minimum condition?

Yes. The filing reports the Minimum Condition was satisfied. With approximately 93.36% of outstanding Shares validly tendered and not withdrawn as of the Expiration Time, Purchaser accepted the Shares for payment and will cause Citibank N.A., the depository and paying agent, to pay promptly.