Chinoporos Constantine 4

What Happened

• Constantine Chinoporos, Applied Therapeutics' Chief Operating Officer and Chief Business Officer, reported a grant of 437,500 compensatory RSUs on 2025-12-19 and dispositions totaling 1,057,111 shares on 2026-02-03. The dispositions consist of 1,000,000 shares tendered to the issuer and 57,111 shares disposed in connection with the change in control (merger).
• Under the merger terms, each cancelled share was converted into $0.088 in cash plus one non-tradeable contingent value right (CVR). The 1,057,111 shares exchanged at $0.088 per share equate to roughly $93,000 in cash (plus the CVR). The 437,500 RSUs granted earlier were compensatory and, per the merger agreement, were deemed vested and converted into the same merger consideration.

Key Details

• Transaction dates: RSU grant 2025-12-19; dispositions 2026-02-03. Merger effective date: 2026-01-28 (per filing footnotes).
• Consideration: $0.088 cash per cancelled share plus one non-tradeable contingent value right (CVR) per share.
• Shares involved: 437,500 RSUs granted; 1,000,000 shares tendered to issuer; 57,111 shares disposed in change of control — total 1,057,111 shares tendered/converted.
• Reported cash received (approx.): $93,000 (1,057,111 × $0.088), plus CVRs.
• Holdings after transaction: filing notes an adjustment to total holdings to correct a prior overstatement (see footnote F2); specific post-transaction share total is adjusted per the filing.
• Notable footnotes: F1–F5 explain RSU terms, merger mechanics, conversion of RSUs into merger consideration, and correction of prior holdings. F3–F4 detail that all outstanding shares and RSUs were cancelled/converted at merger.
• Timeliness: The filing was made on 2026-02-03 and reports a grant dated 2025-12-19; the RSU grant appears to be reported after the typical 2-business-day Form 4 window (the filing discloses the late report).

Context

• These dispositions were part of a corporate change in control (tender offer and merger) and reflect conversion/cancellation of common stock and RSUs into the agreed merger consideration (cash + CVR). Such merger-related conversions are routine corporate actions and not the same signal as an open-market sale by an insider.