Galectin Therapeutics Inc.

12/10/2025 | Press release | Distributed by Public on 12/10/2025 07:16

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
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Shlevin Harold H.
2. Issuer Name and Ticker or Trading Symbol
GALECTIN THERAPEUTICS INC [GALT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O GALECTIN THERAPEUTICS INC., 4960 PEACHTREE INDUSTRIAL BLVD., STE 240
3. Date of Earliest Transaction (Month/Day/Year)
12/08/2025
(Street)
NORCROSS, GA 30071
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 12/08/2025 S(1) 4,000 D $6.005(7) 11,206 D
Common Stock 12/08/2025 M(1) 35,000 A $2.86 46,206 D
Common Stock 12/08/2025 S(1) 35,000 D $5.95(8) 11,206 D
Common Stock 12/08/2025 M(1) 20,000 A $2.11 31,206 D
Common Stock 12/08/2025 S(1) 20,000 D $5.962(9) 11,206 D
Common stock 12/08/2025 M(1) 20,000 A $1.98 31,206 D
Common stock 12/08/2025 S(1) 20,000 D $5.962(9) 11,206 D
Common Stock 12/08/2025 M(1) 25,000 A $1.72 36,206 D
Common Stock 12/08/2025 S(1) 25,000 D $5.946(8) 11,206 D
Common Stock 12/08/2025 M(1) 35,000 A $2.11 46,206 D
Common Stock 12/08/2025 S(1) 35,000 D $6.019(10) 11,206 D
Common Stock 12/08/2025 M(1) 20,000 A $1.11 31,206 D
Common Stock 12/08/2025 S(1) 20,000 D $6.002(7) 11,206 D
Common Stock 12/09/2025 M(1) 16,790 A $4.16 27,996 D
Common Stock 12/09/2025 S(1) 16,790 D $6.266(12) 11,206 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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
Stock option (right to buy) $2.86 12/08/2025 M(1) 35,000 12/31/2021(2) 03/25/2031 Common Stock 35,000 $ 0 35,000 D
Stock option (right to buy) $2.11 12/08/2025 M(1) 20,000 12/31/2021(3) 03/25/2031 Common Stock 20,000 $ 0 20,000 D
Stock option (right to buy) $1.98 12/08/2025 M(1) 20,000 12/31/2022(4) 01/24/2032 Common stock 20,000 $ 0 20,000 D
Stock Option (right to buy) $1.72 12/08/2025 M(1) 25,000 12/31/2024(5) 01/24/2034 Common Stock 25,000 $ 0 25,000 D
Stock Option (right to buy) $2.11 12/08/2025 M(1) 35,000 12/31/2024(5) 03/25/2031 Common Stock 35,000 $ 0 35,000 D
Stock Option (right to buy) $1.11 12/08/2025 M(1) 20,000 12/31/2023(6) 01/26/2033 Common Stock 20,000 $ 0 20,000 D
Stock Option (right to buy) $4.16 12/09/2025 M(1) 16,790 12/31/2018(11) 05/22/2028 Common Stock 16,790 $ 0 73,210 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Shlevin Harold H.
C/O GALECTIN THERAPEUTICS INC.
4960 PEACHTREE INDUSTRIAL BLVD., STE 240
NORCROSS, GA 30071
X

Signatures

Jack W. Callicutt, by power of attorney 12/10/2025
**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) The reported transaction was made pursuant to a Rule 10b5-1 plan adopted by the reporting person on August 29, 2025, as disclosed in the Issuer?s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2025.
(2) The options vested as follows: 25% on each of June 30, 2021, December 31, 2021, June 30, 2022, and December 31, 2022.
(3) The options vested 100% on December 31, 2021.
(4) The options vested 100% on December 31, 2022.
(5) The options vested 100% on December 31, 2024.
(6) The options vested 100% on December 31, 2023.
(7) The shares were sold in multiple transactions at prices ranging from $6.00 to $6.05. This amount represents the weighted average sale price of such transactions. The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request by the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
(8) The shares were sold in multiple transactions at prices ranging from $5.69 to $6.05. This amount represents the weighted average sale price of such transactions. The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request by the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
(9) The shares were sold in multiple transactions at prices ranging from $5.69 to $6.034. This amount represents the weighted average sale price of such transactions. The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request by the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
(10) The shares were sold in multiple transactions at prices ranging from $6.00 to $6.08. This amount represents the weighted average sale price of such transactions. The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request by the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
(11) The options vested as follows: 25% on each of June 30, 2018 and September 30, 2018, and 50% on December 31, 2018.
(12) The shares were sold in multiple transactions at prices ranging from $6.25 to $6.31. This amount represents the weighted average sale price of such transactions. The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request by the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
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.
Galectin Therapeutics Inc. published this content on December 10, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 10, 2025 at 13:16 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]