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BioXcel Therapeutics, Inc. (BTAI) CEO discloses RSU share vesting

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BioXcel Therapeutics, Inc. CEO and President Vimal Mehta reported the vesting and settlement of restricted stock units into common stock. On December 14, 2025, 164 RSUs converted into 164 shares of common stock, and on December 15, 2025, 219 RSUs converted into 219 shares. Each RSU represents a contingent right to receive one share of common stock.

After these transactions, Mehta directly beneficially owned 20,876 shares of BioXcel Therapeutics common stock. In addition, 125 shares are held indirectly by his spouse and 480,343 shares are held indirectly by BioXcel LLC, an affiliate where he holds executive and board roles, with beneficial ownership of those securities disclaimed except to the extent of his pecuniary interest.

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Insider Mehta Vimal
Role CEO and President
Type Security Shares Price Value
Exercise Restricted Stock Units 219 $0.00 --
Exercise Common Stock 219 $0.00 --
Exercise Restricted Stock Units 164 $0.00 --
Exercise Common Stock 164 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 1,751 shares (Direct); Common Stock — 20,876 shares (Direct); Common Stock — 125 shares (Indirect, By Spouse)
Footnotes (1)
  1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. These securities are held of record by BioXcel LLC. BioXcel LLC is a subsidiary of BioXcel Holdings, Inc. ("Parent"). The Reporting Person is an executive officer and the sole member of the board of directors of Parent and an executive officer and one of two managers on the board of managers of BioXcel LLC and Parent. By virtue of these relationships, the Reporting Person may be deemed to be the beneficial owner of the securities held of record by BioXcel LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose. On March 14, 2022, the Reporting Person was granted 2,609 RSUs, vesting as to 25% of the total number of RSUs on the first anniversary of March 14, 2022 and as to 6.25% of the total number of RSUs at the end of each successive three-month period thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates. On March 15, 2023, the Reporting Person was granted 3,500 RSUs, vesting as to 25% of the total number of RSUs on the first anniversary of March 15, 2023 and as to 6.25% of the total number of RSUs at the end of each successive three-month period thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates.
Form 4 Insider Transactions: What Each Field Means →
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
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*
Mehta Vimal
(Last) (First) (Middle)
C/O BIOXCEL THERAPEUTICS, INC.
555 LONG WHARF DRIVE, 12TH FLOOR
(Street)
NEW HAVEN CT 06511
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BioXcel Therapeutics, Inc. [ BTAI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO and President
3. Date of Earliest Transaction (Month/Day/Year)
12/14/2025
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 12/14/2025 M 164 A (1) 20,657 D
Common Stock 12/15/2025 M 219 A (1) 20,876 D
Common Stock 125 I By Spouse
Common Stock 480,343 I By BioXcel LLC(2)
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
Restricted Stock Units (1) 12/14/2025 M 164 (3) (3) Common Stock 164 $0 652 D
Restricted Stock Units (1) 12/15/2025 M 219 (4) (4) Common Stock 219 $0 1,751 D
Explanation of Responses:
1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
2. These securities are held of record by BioXcel LLC. BioXcel LLC is a subsidiary of BioXcel Holdings, Inc. ("Parent"). The Reporting Person is an executive officer and the sole member of the board of directors of Parent and an executive officer and one of two managers on the board of managers of BioXcel LLC and Parent. By virtue of these relationships, the Reporting Person may be deemed to be the beneficial owner of the securities held of record by BioXcel LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose.
3. On March 14, 2022, the Reporting Person was granted 2,609 RSUs, vesting as to 25% of the total number of RSUs on the first anniversary of March 14, 2022 and as to 6.25% of the total number of RSUs at the end of each successive three-month period thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates.
4. On March 15, 2023, the Reporting Person was granted 3,500 RSUs, vesting as to 25% of the total number of RSUs on the first anniversary of March 15, 2023 and as to 6.25% of the total number of RSUs at the end of each successive three-month period thereafter, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates.
/s/ Richard Steinhart, Attorney-in-Fact for Vimal Mehta, Ph.D. 12/15/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did BioXcel Therapeutics (BTAI) CEO report?

BioXcel Therapeutics CEO and President Vimal Mehta reported the vesting and settlement of restricted stock units (RSUs) that converted into common stock on December 14 and 15, 2025.

How many BioXcel Therapeutics shares does Vimal Mehta directly own after this Form 4?

Following the reported RSU vesting events, Vimal Mehta directly beneficially owned 20,876 shares of BioXcel Therapeutics common stock.

What RSU vesting events were reported for BioXcel Therapeutics CEO Vimal Mehta?

On December 14, 2025, 164 RSUs converted into 164 common shares, and on December 15, 2025, 219 RSUs converted into 219 common shares. Each RSU represents a contingent right to receive one share of common stock.

What indirect holdings of BioXcel Therapeutics (BTAI) shares are reported for Vimal Mehta?

The filing reports 125 shares indirectly held by Mehta’s spouse and 480,343 shares indirectly held by BioXcel LLC, where Mehta has executive and board roles, with beneficial ownership disclaimed except to the extent of his pecuniary interest.

What are the vesting terms of the RSU grants reported for BioXcel Therapeutics CEO?

A grant of 2,609 RSUs on March 14, 2022 vests 25% on the first anniversary and 6.25% at the end of each successive three-month period thereafter, subject to continuous employment. A separate grant of 3,500 RSUs on March 15, 2023 follows the same vesting schedule.

What is the exercise price of the RSUs reported by BioXcel Therapeutics CEO?

The reported restricted stock units have an exercise price of $0, reflecting that they convert into common shares upon vesting without a cash exercise payment.