Form 4: Galectin Therapeutics CMO Sells Shares Under 10b5-1 Plan

Galectin Therapeutics' Chief Medical Officer, Khurram Jamil, executed a series of option exercises and subsequent stock sales totaling 19,442 shares under a pre-arranged 10b5-1 plan.

Summary

• Khurram Jamil, Chief Medical Officer of Galectin Therapeutics Inc. (GALT), reported transactions involving the exercise of stock options and subsequent sale of common stock.
• On December 17, 2025, Mr. Jamil exercised options to acquire 6,463 shares of common stock at an exercise price of $2.20 per share.
• Concurrently, on December 17, 2025, Mr. Jamil sold 6,463 shares of common stock at a weighted average price of $7.04 per share.
• Also on December 17, 2025, Mr. Jamil exercised options to acquire 8,500 shares of common stock at an exercise price of $2.50 per share.
• Simultaneously, on December 17, 2025, Mr. Jamil sold 8,500 shares of common stock at a weighted average price of $7.04 per share.
• An additional 4,479 shares of common stock were sold on December 17, 2025, at a weighted average price of $7.04 per share.
• All reported transactions were conducted pursuant to a Rule 10b5-1 plan adopted by Mr. Jamil on July 15, 2025, as previously disclosed in the Issuer's Quarterly Report on Form 10-Q filed on November 14, 2025.
• Following these transactions, Mr. Jamil beneficially owns 0 shares of common stock directly from these specific transactions, but retains 102,037 stock options with an exercise price of $2.20 and 50,000 stock options with an exercise price of $2.50.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While an insider sale could be seen negatively, the execution under a pre-arranged 10b5-1 plan mitigates concerns about opportunistic timing based on non-public information. It represents a routine liquidity event for the executive.

Positives

• The transactions were executed under a pre-arranged Rule 10b5-1 plan, indicating a lack of reliance on material non-public information for the timing of the trades.
• The Chief Medical Officer realized a profit by exercising options at lower prices ($2.20 and $2.50) and selling the shares at a significantly higher weighted average price of $7.04.

Negatives

• An insider selling a substantial number of shares, even under a 10b5-1 plan, can sometimes be perceived negatively by the market, as it reduces the insider's direct equity stake in the company.

Future Outlook

This Form 4 filing is a disclosure of past transactions and does not contain forward-looking statements or guidance regarding the company's future outlook.

Management Comments

• The reported transaction was made pursuant to a Rule 10b5-1 plan adopted by the reporting person on July 15, 2025, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2025.
• The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request by the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

Industry Context

Insider transactions, such as those reported on Form 4, are routine disclosures in the financial industry. For biotechnology companies like Galectin Therapeutics, these filings provide transparency into management's equity holdings and trading activities, which can be of interest to investors tracking insider sentiment.

Corporate Governance

Stakeholder Impact

• Shareholders: May observe the reduction in direct equity ownership by a key executive, though the 10b5-1 plan context generally lessens concerns about negative implications.
• Employees: No direct impact mentioned.

Next Steps

• Remaining stock options held by the Chief Medical Officer will continue to vest according to their respective schedules, with future vesting dates on March 11, 2026, and March 11, 2027.

Key Dates

Keywords

Galectin Therapeutics, GALT, Insider Trading, Form 4, Stock Options, Share Sale, Khurram Jamil, Chief Medical Officer, 10b5-1 Plan, Biotechnology, Pharmaceuticals