Form 4: Smith Nicholas Conrad reports acquisition/exercise transactions in ANRO

Rhea-AI Filing Summary

Smith Nicholas Conrad reported acquisition or exercise transactions in a Form 4 filing for ANRO. The filing lists transactions totaling 200,000 shares. Following the reported transactions, holdings were 200,000 shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Smith Nicholas Conrad

(Last) (First) (Middle)

C/O ALTO NEUROSCIENCE, INC.

650 CASTRO STREET, SUITE 450

(Street)

MOUNTAIN VIEW CA 94041

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Alto Neuroscience, Inc. [ ANRO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF FINANCIAL OFFICER & CBO

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

4. If Amendment, Date of 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

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

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 Securities Underlying Derivative Security (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: 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
Employee Stock Option (Right to Buy)	$16.71	02/11/2026		A		200,000		(1)	02/10/2036	Common Stock	200,000	$0	200,000	D

Explanation of Responses:

1. 25% of the shares underlying the option shall vest on February 11, 2027, and one forty-eighth (1/48th) of the shares underlying the option shall vest in monthly installments thereafter, subject to the Reporting Person's continuous service through each such vesting date.

Remarks:

	/s/ Erin R. McQuade, Attorney-in-Fact	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

FAQ

What insider transaction did Alto Neuroscience (ANRO) disclose for Nicholas Conrad Smith?

Alto Neuroscience disclosed that chief financial officer and chief business officer Nicholas Conrad Smith received an employee stock option grant for 200,000 shares. The option allows him to buy common stock at an exercise price of $16.71 per share, subject to a long-term vesting schedule.

How many Alto Neuroscience (ANRO) shares are covered by the new stock option grant?

The new employee stock option grant covers 200,000 shares of Alto Neuroscience common stock. These options give the executive the right to purchase those shares at $16.71 per share, if and when they vest and are exercised, before the stated expiration date.

What is the exercise price and expiration date of the Alto Neuroscience (ANRO) option grant?

The employee stock option has an exercise price of $16.71 per share and expires on February 10, 2036. This means the executive can exercise vested portions of the option at that price any time before expiration, subject to the plan’s and award’s terms.

How do the Alto Neuroscience (ANRO) stock options granted to Nicholas Conrad Smith vest?

Twenty-five percent of the shares underlying the option vest on February 11, 2027. The remaining shares then vest in equal monthly installments of one forty-eighth of the total, conditioned on Nicholas Conrad Smith’s continuous service through each vesting date.

Is the Alto Neuroscience (ANRO) stock option grant to Nicholas Conrad Smith a purchase or an award?

The transaction is an award of employee stock options, not an open-market purchase. The Form 4 lists the transaction code as a grant or other acquisition, with no cash price paid for the option itself and an exercise price set at $16.71 per share.

How many Alto Neuroscience (ANRO) derivative securities does Nicholas Conrad Smith hold after the grant?

After the reported transaction, Nicholas Conrad Smith beneficially owns 200,000 derivative securities in the form of employee stock options. These options are held directly and represent rights to acquire Alto Neuroscience common stock if the options are later exercised.