Form 4: BioXcel Officer Converts RSUs to Common Stock

Javier Rodriguez, BioXcel Therapeutics' Chief Legal Officer, converted Restricted Stock Units into 68 shares of common stock over two days in December 2025.

Summary

• Javier Rodriguez, Chief Legal Officer, Senior Vice President, and Corporate Secretary of BioXcel Therapeutics, Inc. (BTAI), reported changes in his beneficial ownership.
• On December 14, 2025, Rodriguez acquired 33 shares of common stock through the conversion of Restricted Stock Units (RSUs).
• Following this transaction, his direct beneficial ownership of common stock was 6,760 shares.
• On December 15, 2025, Rodriguez acquired an additional 35 shares of common stock, also through the conversion of RSUs.
• After the December 15th transaction, his direct beneficial ownership of common stock increased to 6,795 shares.
• Each RSU represents a contingent right to receive one share of the Issuer's Common Stock, with an exercise price of $0.
• The RSUs converted on December 14, 2025, were part of a grant of 521 RSUs on March 14, 2022, vesting 25% on the first anniversary and 6.25% quarterly thereafter.
• The RSUs converted on December 15, 2025, were part of a grant of 562 RSUs on March 15, 2023, vesting 25% on the first anniversary and 6.25% quarterly thereafter.
• These transactions are part of a scheduled vesting process, subject to continuous employment.

Sentiment

Score: 6

Explanation: The sentiment is mildly positive as it reflects a standard, expected increase in insider ownership through compensation, aligning management interests with shareholders. It does not, however, indicate any new strategic developments or significant financial performance.

Positives

• An insider, Javier Rodriguez, is increasing his direct ownership in BioXcel Therapeutics, aligning his interests with those of shareholders.
• The acquisition of shares through RSU conversion is a standard form of executive compensation, indicating the company is fulfilling its compensation agreements.

Future Outlook

The filing does not provide specific forward-looking statements or guidance regarding the company's financial performance or strategic direction, focusing solely on insider ownership changes.

Industry Context

The conversion of Restricted Stock Units (RSUs) into common stock is a routine and widely adopted practice for executive compensation across various industries, particularly in biotechnology and pharmaceuticals. It serves to align executive incentives with long-term shareholder value by granting equity that vests over time, subject to continued employment.

Comparison to Industry Standards

• The RSU vesting schedule (25% on the first anniversary, then 6.25% quarterly) is a common structure for long-term incentive plans in the biotechnology sector, comparable to practices at companies like Moderna, Biogen, or Amgen, which use similar multi-year vesting periods to retain talent and incentivize performance.
• The acquisition of shares at a $0 exercise price upon RSU conversion is standard across industries, as RSUs represent a right to receive shares, not an option to purchase them at a set price.

Stakeholder Impact

• Shareholders: The increase in direct ownership by a key executive may be viewed positively as it aligns management's interests with shareholder value.
• Employees: The RSU vesting demonstrates the company's commitment to its executive compensation plans, which can positively influence employee morale and retention.

Next Steps

• Future vesting events for Javier Rodriguez's remaining Restricted Stock Units will occur according to the established schedules from the March 14, 2022, and March 15, 2023 grants, subject to his continuous employment.

Key Dates

Keywords

BioXcel Therapeutics, BTAI, Javier Rodriguez, Insider Transaction, Form 4, Restricted Stock Units, RSU Conversion, Common Stock, Beneficial Ownership, Executive Compensation