Form 4: RAPT Director Sells Shares Post-GSK Merger

RAPT Therapeutics Director Michael F. Giordano reports the disposition of all common stock, RSUs, and stock options following the acquisition by GlaxoSmithKline LLC for $58.00 per share.

Summary

• Michael F. Giordano, a Director of RAPT Therapeutics, Inc., reported the disposition of all his beneficial ownership in the company's securities.
• The transactions occurred on March 3, 2026, coinciding with the effective time of the merger between RAPT Therapeutics and GlaxoSmithKline LLC's subsidiary, Redrose Acquisition Co.
• Pursuant to the Merger Agreement dated January 19, 2026, GlaxoSmithKline LLC acquired RAPT Therapeutics for $58.00 per share in cash.
• Giordano's 4,956 shares of common stock, which originated from restricted stock units (RSUs), were cancelled and converted into the right to receive cash at the $58.00 offer price.
• All outstanding director stock options were accelerated and became fully vested and exercisable immediately prior to the merger's effective time.
• Stock options with an exercise price less than the $58.00 offer price were cancelled and converted into a cash payment equal to the product of the number of shares and the difference between the offer price and the exercise price.
• Stock options with an exercise price greater than the $58.00 offer price were cancelled for no consideration.
• The reported stock options had exercise prices ranging from $7.44 to $226.16, and the number of underlying shares ranged from 402 to 32,229.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive event for the reporting person, Michael F. Giordano, as it represents a liquidity event for his equity holdings in RAPT Therapeutics, converting them into cash at a predetermined offer price. The cancellation of out-of-money options is a standard, albeit less favorable, outcome in such transactions.

Positives

• Michael F. Giordano received cash for his 4,956 shares of common stock (RSUs) at the offer price of $58.00 per share.
• Stock options with an exercise price below $58.00 were accelerated, fully vested, and converted into cash payments, providing liquidity to the director.
• The merger provided a clear exit strategy and cash payout for RAPT Therapeutics shareholders and option holders whose exercise price was below the offer price.

Negatives

• Stock options with an exercise price greater than the $58.00 offer price were cancelled for no consideration, resulting in a loss of potential value for those specific options.
• The company, RAPT Therapeutics, Inc., ceased to be a publicly traded entity, becoming an indirect wholly-owned subsidiary of GlaxoSmithKline LLC.

Future Outlook

The filing does not contain forward-looking statements or guidance regarding RAPT Therapeutics, as it reports the finalization of its acquisition and delisting as a public entity. The future outlook for the acquired assets and programs now falls under GlaxoSmithKline LLC.

Industry Context

StockSavvy.ai notes that this transaction reflects the ongoing trend of consolidation within the biotechnology and pharmaceutical sectors, where larger pharmaceutical companies acquire smaller biotech firms to bolster their pipelines and gain access to innovative therapies. The acquisition of RAPT Therapeutics by GlaxoSmithKline LLC is consistent with this strategy, allowing GSK to integrate RAPT's assets and expertise into its broader research and development efforts.

Comparison to Industry Standards

• The $58.00 per share offer price represents the valuation agreed upon for RAPT Therapeutics in the context of its acquisition by GlaxoSmithKline LLC. Without specific details on RAPT's pre-merger market capitalization, revenue multiples, or pipeline stage, a direct comparison to industry-standard acquisition premiums or valuations for similar biotech companies (e.g., those acquired by Pfizer, Roche, or AstraZeneca in recent years) is not fully detailed within this filing.
• The acceleration and cash-out of in-the-money stock options and RSUs is a standard practice in M&A transactions to ensure smooth transition and fair compensation for employees and directors, aligning with common corporate governance practices in such events.

Corporate Governance

Stakeholder Impact

• **Shareholders:** All public shareholders of RAPT Therapeutics received $58.00 per share in cash, providing a definitive liquidity event and return on investment.
• **Employees:** Employees holding stock options or RSUs would have seen their equity awards converted to cash or cancelled based on the merger terms, potentially impacting retention and future compensation structures under the new ownership.
• **Management (including Reporting Person):** Directors and officers like Michael F. Giordano received cash for their vested and accelerated equity, providing a financial benefit from the acquisition.

Next Steps

• RAPT Therapeutics, Inc. will operate as an indirect wholly-owned subsidiary of GlaxoSmithKline LLC.
• The integration of RAPT's operations and assets into GlaxoSmithKline LLC's structure will proceed.

Key Dates

Keywords

RAPT Therapeutics, GlaxoSmithKline, GSK, Merger, Acquisition, Form 4, Insider Transaction, Stock Options, RSUs, Common Stock, Director Compensation, Tender Offer