Yocca Frank 4

4 · BioXcel Therapeutics, Inc. · Filed May 22, 2026

AI-generated summary of this filing

Updated May 22, 2026

BioXcel (BTAI) CSO Frank Yocca Sells Shares After RSU Vesting

What Happened

Frank Yocca, Chief Scientific Officer of BioXcel Therapeutics (BTAI), had 17,500 restricted stock units (RSUs) convert to common shares on May 4, 2026. The filing shows a simultaneous derivative disposition of 17,500 shares at $0 (commonly the mechanics of tax withholding on vested RSUs).
On May 20, 2026 he sold 6,845 shares in the open market at a weighted average price of $1.08, netting approximately $7,427. The filing notes the sale was effected under a Rule 10b5-1 trading plan adopted to cover taxes related to the RSU vesting.

Key Details

Transaction dates and prices:
- 2026-05-04: conversion/exercise of 17,500 RSUs into shares (reported as derivative conversion).
- 2026-05-04: disposition of 17,500 shares at $0 (derivative entry).
- 2026-05-20: open-market sale of 6,845 shares at a weighted average price of $1.08 (per-share range $1.07–$1.105), total proceeds ≈ $7,427.
Shares owned after transaction: Not specified in the Form 4 provided.
Footnotes of note:
- F1: Each RSU represents a contingent right to one share.
- F2: The May 20 sale was under a Rule 10b5-1 plan adopted Feb 3, 2026 solely to cover taxes from RSU vesting.
- F3: Reported sale price is a weighted average; per-share sales ranged $1.07–$1.105.
- F4: The RSU grant (70,000 RSUs) vests over two years starting from a Nov 4, 2025 commencement.
Filing timeliness: The Form 4 was filed May 22, 2026. The May 4 conversion/settlement appears reported late (the conversion occurred 18 days before filing); the May 20 sale was reported within two business days.

Context

This sequence is a common pattern when RSUs vest: shares are issued (conversion), some may be withheld or surrendered to satisfy tax obligations, and remaining shares can be sold—here via a pre-established 10b5-1 plan to cover tax liabilities. Such sales are routine administrative transactions and do not necessarily signal insider sentiment about the company’s stock.
For retail investors, purchases are generally more informative than routine sales tied to vesting/tax needs.

Form 4

Period: 2026-05-04

Chief Scientific Officer

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-05-04+17,500→ 33,020 total
Sale
Common Stock
[F2][F3]
2026-05-20$1.08/sh−6,845$7,427→ 26,175 total
Exercise/Conversion
Restricted Stock Units
[F1][F4]
2026-05-04−17,500→ 52,500 total
→ Common Stock (17,500 underlying)

Footnotes (4)

[F1]Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
[F2]The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 3, 2026 solely to cover taxes due in connection with the vesting of restricted stock units.
[F3]The price reported is a weighted average price. The securities were sold in multiple transactions at per share prices ranging from $1.07 to $1.105. The Reporting Person undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer, or any shareholder of the Issuer, full information regarding the number of securities sold at each separate price within the range set forth in this footnote.
[F4]On January 1, 2026, the Reporting Person was granted 70,000 RSUs, vesting as to 25% of the underlying shares on the six-month anniversary of the original promise date of November 4, 2025 (the "Vesting Commencement Date"), with the remaining 75% vesting in three equal installments of 25% on the last day of each subsequent six-month period thereafter, such that the RSUs are fully vested on the two-year anniversary of the Vesting Commencement Date, subject to the Reporting Person's continuous employment with the Issuer through the relevant vesting dates.

Signature

/s/ Richard Steinhart, as Attorney-in-Fact for Frank Yocca, Ph.D|2026-05-22

1 file