Yocca Frank 4

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.