Bailey Evan Prescott 4
4 · Applied Therapeutics, Inc. · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Applied Therapeutics (APLT) CMO Evan Prescott Sells Shares in Merger
What Happened
Evan Prescott, Chief Medical Officer of Applied Therapeutics (APLT), received a compensatory grant of 437,500 restricted stock units (RSUs) on 2025-12-19 and, as part of the company’s merger, had 1,321,230 total securities converted/cancelled and exchanged for the merger consideration. At the merger Effective Time (Jan 28, 2026) each outstanding share and RSU was cancelled and converted into $0.088 cash per share (net to the seller) plus one non-tradeable contingent value right (CVR) per share. The cash portion of the conversion for the reported 1,321,230 securities is about $116,268.24. The Form 4 reporting these transactions was filed on 2026-02-03.
Key Details
- Transactions reported: Grant of 437,500 RSUs on 2025-12-19 (grant price $0.00). Dispositions reported 2026-02-03 reflecting the merger conversion: 1,235,915 shares (to issuer), 60,901 shares (change-of-control), and two derivative disposals of 19,531 and 4,883 shares.
- Effective Time of Merger: January 28, 2026; merger consideration = $0.088 per share (cash) + one CVR per share.
- Approximate cash received for reported securities: $116,268.24 (1,321,230 × $0.088), plus CVRs (non-tradeable, contingent future payments).
- RSUs: Per the merger terms, all RSUs (vested or unvested) were deemed vested and converted into the merger consideration.
- Options: Merger terms state out‑of‑the‑money options (exercise price ≥ $0.088) were vested immediately before the Effective Time and then cancelled if unexercised.
- Filing: Form 4 filed 2026-02-03. The dispositions took effect at the Jan 28, 2026 Effective Time; see filing for exact post-transaction holdings and the note that total holdings were adjusted to correct a prior administrative understatement.
Context
This is a merger-related conversion/cash-out rather than a voluntary open‑market sale by the insider. The cash received is fixed at $0.088 per converted share; the CVRs may provide additional contingent value in the future subject to their terms. Such merger conversions reflect structural corporate action rather than a straightforward buy/sell signal about management sentiment.
Insider Transaction Report
- Award
Common Stock
[F1][F2]2025-12-19+437,500→ 1,296,816 total - Disposition to Issuer
Common Stock
[F3][F4]2026-02-03−1,235,915→ 60,901 total - Disposition from Tender
Common Stock
[F3][F5]2026-02-03−60,901→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F6]2026-02-03−19,531→ 0 totalExercise: $1.05→ Common Stock (19,531 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F6]2026-02-03−4,883→ 0 totalExercise: $1.05→ Common Stock (4,883 underlying)
Footnotes (6)
- [F1]Consists of compensatory Restricted Stock Units ("RSUs") granted under the Applied Therapeutics, Inc.'s 2019 Equity Incentive Plan. Each compensatory RSU represents a contingent right to receive one share of the Issuer's common stock. The compensatory RSUs shall vest in full upon the earlier of (i) the consummation of a Change in Control (as defined in the Plan) or (ii) June 19, 2026, in each case, subject to the Reporting Person continuing to provide services through each such date.
- [F2]The total holdings have been adjusted to correct an administrative error in prior Form 4s that resulted in the understatement of the total holdings.
- [F3]Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement") dated as of December, 11, 2025, among the Issuer, Cycle Group Holdings Limited and AT2B, INC. ("Purchaser"), Purchaser completed a tender offer for shares of Issuer and thereafter merged with and into the Issuer (the "Merger"), effective as of January 28, 2026, with the Issuer surviving the Merger. At the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was cancelled and converted into the right to receive (i) $0.088 per share of common stock, net to the seller in cash, without interest (the "Closing Amount") plus (ii) one non-tradeable contingent value right, in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "Merger Consideration").
- [F4]Pursuant to the Merger Agreement, at the Effective Time, each outstanding RSU (whether vested or unvested) was deemed to have vested and was cancelled and automatically converted into the right to receive the Merger Consideration.
- [F5]Pursuant to the Merger Agreement, each share of common stock tendered by the Reporting Person was tendered in exchange for the Merger Consideration.
- [F6]Pursuant to the Merger Agreement, at the Effective Time, each option to purchase shares of common stock (each a "Stock Option") that has a per share exercise price that equals or exceeds the Closing Amount as of immediately prior to the Effective time (each such Stock Option, an "Out-of-the-Money Option"), to the extent not vested, was fully vested as of prior to the Effective Time. Any Out-of-the-Money Options that remained outstanding and unexercised as of the Effective Time were cancelled for no consideration at the Effective Time.