BioXcel Therapeutics Inc.

05/22/2026 | Press release | Distributed by Public on 05/22/2026 17:00

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Mehta Vimal
2. Issuer Name and Ticker or Trading Symbol
BioXcel Therapeutics, Inc. [BTAI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and President
(Last) (First) (Middle)
C/O BIOXCEL THERAPEUTICS, INC., 555 LONG WHARF DRIVE, 12TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026
(Street)
NEW HAVEN, CT 06511
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/04/2026 M 49,758 A (1) 89,017 D
Common Stock 05/20/2026 S(2) 19,419 D $1.087(3) 69,598 D
Common Stock 125 I By Spouse
Common Stock 480,343 I By BioXcel LLC(4)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 05/04/2026 M 49,758 (5) (5) Common Stock 49,758 $ 0 149,274 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mehta Vimal
C/O BIOXCEL THERAPEUTICS, INC.
555 LONG WHARF DRIVE, 12TH FLOOR
NEW HAVEN, CT 06511
X CEO and President

Signatures

/s/ Richard Steinhart, Attorney-in-Fact for Vimal Mehta, Ph.D. 05/22/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
(2) 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.
(3) 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.
(4) These securities are held of record by BioXcel LLC. BioXcel LLC is a subsidiary of BioXcel Holdings, Inc. ("Parent"). The Reporting Person is an executive officer and the sole member of the board of directors of Parent and an executive officer and one of two managers on the board of managers of BioXcel LLC and Parent. By virtue of these relationships, the Reporting Person may be deemed to be the beneficial owner of the securities held of record by BioXcel LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose.
(5) On January 1, 2026, the Reporting Person was granted 199,032 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
BioXcel Therapeutics Inc. published this content on May 22, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 22, 2026 at 23:00 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]