RAPT Therapeutics (RAPT) director equity cashed out in $58-per-share GSK buyout
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
14 transactions reported
Mixed
14 txns
Insider
GRAY MARY ANN
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Director Stock Option (right to buy) | 2,813 | $0.00 | -- |
| Disposition | Director Stock Option (right to buy) | 498 | $0.00 | -- |
| Disposition | Director Stock Option (right to buy) | 938 | $0.00 | -- |
| Disposition | Director Stock Option (right to buy) | 478 | $0.00 | -- |
| Disposition | Director Stock Option (right to buy) | 938 | $0.00 | -- |
| Disposition | Director Stock Option (right to buy) | 484 | $0.00 | -- |
| Disposition | Director Stock Option (right to buy) | 1,063 | $0.00 | -- |
| Disposition | Director Stock Option (right to buy) | 560 | $0.00 | -- |
| Disposition | Director Stock Option (right to buy) | 1,618 | $0.00 | -- |
| Disposition | Director Stock Option (right to buy) | 1,072 | $0.00 | -- |
| Disposition | Director Stock Option (right to buy) | 4,561 | $0.00 | -- |
| Disposition | Director Stock Option (right to buy) | 7,650 | $0.00 | -- |
| Disposition | Director Stock Option (right to buy) | 32,229 | $0.00 | -- |
| U | Common Stock | 4,956 | $0.00 | -- |
Holdings After Transaction:
Director Stock Option (right to buy) — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (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. 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"). 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. This Form 4 reports securities transacted pursuant to the Merger Agreement. 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. 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.
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.
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.