[Form 4] Alto Neuroscience Inc. Insider Trading Activity

Rhea-AI Filing Summary

Alto Neuroscience director Ramiro Sanchez received equity awards disclosed on Form 4 dated 08/12/2025. The report shows two stock option grants exercisable at $3.18 per share covering 30,574 and 3,928 underlying shares. The larger option vests in 36 equal monthly installments beginning September 12, 2025; portions of the smaller option vest on September 30, 2025 (1,383 shares) and December 31, 2025 (2,545 shares). The smaller option was issued in lieu of $8,682.07 in retainer fees and carried an exercise price disclosure of $2.21 for that grant. Both grants are reported as direct beneficial ownership.

Insights

Financial Analyst

TL;DR: Routine director compensation via option grants; limited immediate financial impact on ANRO's capital structure.

The filing documents non-employee director equity awards totaling 34,502 underlying shares via two options with stated exercise prices of $3.18 and $2.21 respectively. Vesting schedules extend over months with the larger grant vesting monthly over three years, which aligns director incentives with continued service rather than providing immediate liquidity or dilution. The dollar value of the fee-for-equity exchange ($8,682.07) is modest relative to typical public-company compensation pools. From a financial viewpoint, these are expected to be non-material to ANRO's overall capitalization.

Corporate Governance Expert

TL;DR: Compensation follows standard non-employee director practices; vesting and fee-for-equity are disclosed transparently.

The Form 4 indicates the reporting person is a director and received grants under the issuer's Non-Employee Director Compensation Policy. Vesting conditions require continued service, and one grant was issued in lieu of retainer fees—both typical governance mechanisms to align directors with shareholder interests. Disclosures are specific on vesting dates and quantities, fulfilling Section 16 reporting obligations. No departures from standard governance practices are evident in the filing text.

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^*

Sanchez Ramiro

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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
Stock Option (right to buy)	$3.18	08/12/2025		A		30,574		(1)	08/11/2035	Common Stock	30,574	$0(2)	30,574	D
Stock Option (right to buy)	$3.18	08/12/2025		A		3,928		(3)	08/11/2035	Common Stock	3,928	$2.21(4)	3,928	D

Explanation of Responses:

1. The shares underlying the option shall vest in 36 equal monthly installments commencing on September 12, 2025, subject to the Reporting Person's continuous service through each vesting date.

2. The derivative securities were granted to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy, and were not sold to the reporting person. As such, the reporting person did not pay any consideration for the derivative securities.

3. 1,383 shares underlying the option shall vest on September 30, 2025, and 2,545 shares underlying the option shall vest on December 31, 2025, subject to the Reporting Person's continuous service through each such vesting date.

4. This option was issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy in lieu of retainer fees of $8,682.07.

Remarks:

	/s/ Erin R. McQuade, Attorney-in-Fact	08/14/2025
	** 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.
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FAQ

What did ANRO director Ramiro Sanchez receive on 08/12/2025?

He was granted two stock options covering 30,574 and 3,928 underlying shares, with exercise prices shown as $3.18 and $2.21 respectively.

When do the options vest for the 30,574-share grant?

The 30,574-share option vests in 36 equal monthly installments commencing on September 12, 2025, subject to continuous service.

Were any options issued in exchange for fees?

Yes. The 3,928-share option was issued in lieu of retainer fees totaling $8,682.07.

How is the ownership reported for these grants?

Both derivative awards are reported as direct beneficial ownership by the reporting person.

Who filed the Form 4 and when was it signed?

The filing was signed by Erin R. McQuade, Attorney-in-Fact on 08/14/2025.