Form 4: RAPT Director Sells Shares Post-GSK Merger

RAPT Therapeutics Director Linda Kozick reports the disposition of common stock and stock options following the company's acquisition by GlaxoSmithKline at $58.00 per share.

Summary

• RAPT Therapeutics, Inc. was acquired by GlaxoSmithKline LLC through a tender offer and subsequent merger, with the merger becoming effective on March 3, 2026.
• The acquisition price for RAPT Therapeutics common stock was $58.00 per share in cash.
• Director Linda Kozick disposed of 4,956 shares of common stock, which represented restricted stock units (RSUs) that were cancelled and converted into cash as per the merger agreement.
• Multiple director stock options held by Linda Kozick were also disposed of; those with an exercise price less than $58.00 were converted into cash, while those with an exercise price greater than $58.00 were cancelled for no consideration.
• All outstanding RSUs and stock options were accelerated, cancelled, and converted into cash or cancelled as per the terms of the Merger Agreement.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive outcome for RAPT shareholders who received a cash premium for their shares, reflecting a successful exit for the company through acquisition.

Positives

• Shareholders and RSU/option holders (with in-the-money options) received a cash payout of $58.00 per share as part of the acquisition, providing a clear liquidity event.
• All outstanding stock options with an exercise price less than the Offer Price were accelerated and converted into a cash payment, ensuring value realization for those holdings.

Negatives

• Stock options with an exercise price greater than the Offer Price ($58.00) were cancelled for no consideration, resulting in a loss of potential value for those specific holdings.

Risks

• The risk of stock options being out-of-the-money (i.e., having an exercise price higher than the acquisition offer price) was realized, leading to their cancellation without consideration.

Future Outlook

The filing reports a completed acquisition, meaning RAPT Therapeutics no longer operates as an independent public entity with its own future outlook. Its assets and operations are now integrated into GlaxoSmithKline LLC.

Industry Context

StockSavvy.ai notes that this acquisition by GlaxoSmithKline (GSK) aligns with the broader pharmaceutical industry trend where larger companies acquire smaller biotech firms to enhance their drug pipelines and intellectual property. This strategic move allows GSK to integrate RAPT's therapeutic assets and expertise, potentially accelerating development in specific disease areas.

Comparison to Industry Standards

• StockSavvy.ai notes that the acquisition price of $58.00 per share provides a specific valuation for RAPT Therapeutics. While the filing does not provide detailed financial metrics for a direct comparison, such cash-based acquisitions are a standard mechanism for larger pharmaceutical companies to absorb smaller biotechs, similar to recent transactions like Pfizer's acquisition of Seagen or Merck's acquisition of Prometheus Biosciences, which also involved significant cash payouts to shareholders.

Management Changes

Corporate Governance

Related Party Transactions

• The reported transactions are a direct consequence of the Agreement and Plan of Merger dated January 19, 2026, between RAPT Therapeutics, GlaxoSmithKline LLC, and Redrose Acquisition Co. Linda Kozick, as a director of RAPT, was a party whose equity holdings were affected by this corporate transaction.

Stakeholder Impact

• Shareholders: Received $58.00 per share in cash, providing a definitive liquidity event and a premium for their investment.
• Employees: RAPT employees are now part of GlaxoSmithKline LLC, subject to GSK's employment policies and organizational structure.
• Management/Directors: Directors like Linda Kozick cease to hold their positions in an independent public company, as RAPT is now a subsidiary.

Key Dates

Keywords

RAPT Therapeutics, GlaxoSmithKline, GSK, Merger, Acquisition, Tender Offer, Form 4, Insider Transaction, Stock Options, RSUs, Linda Kozick, Biotechnology, Pharmaceuticals