CNS Pharmaceuticals Form 4 details 4,881-share option grant

Rhea-AI Filing Summary

CNS Pharmaceuticals, Inc. reported an equity compensation grant to its Chief Financial Officer, Christopher Downs, on a Form 4. The filing shows an option to purchase 4,881 shares of common stock at a conversion or exercise price of $30 per share, with no price paid for the option itself. The option was approved by the compensation committee on the March 11, 2025 grant date, subject to shareholder approval of the stock option plan.

CNS Pharmaceuticals’ shareholders approved the plan at the annual meeting on November 17, 2025, making the grant effective. The options vest over 18 months, with 50% vesting on the six-month anniversary of the grant date, 25% on the 12-month anniversary, and 25% on the 18-month anniversary, conditioned on the CFO’s continued employment with the company.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Downs Christopher

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Option to purchase common stock	4,881	$0.00	$0.00

Holdings After Transaction: Option to purchase common stock — 4,881 shares (Direct)

Footnotes (3)

1. F1. The option grant was approved by the compensation committee of CNS Pharmaceutical, Inc.'s board of directors on March 11, 2025 (the "Grant Date"), subject to shareholder approval of the stock option plan under which the option was granted. CNS Pharmaceutical, Inc.'s shareholders approved the plan at the company's annual meeting on November 17, 2025.
2. F2. The options set forth in the table vest as follows: 50% on the six-month anniversary of the Grant Date, 25% on the 12-month anniversary of the Grant Date, and 25% on the 18-month anniversary of the Grant Date, subject to the reporting person's continued employment on each vesting date.
3. F3. Issued in connection with the reporting person's employment with the Company.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 11/19/2025 - 05:00 PM Learn about SEC filing dates

FAQ

What did CNSP disclose in this Form 4 filing?

CNS Pharmaceuticals, Inc. disclosed that its Chief Financial Officer, Christopher Downs, received an option to purchase 4,881 shares of common stock as equity compensation, reported as a derivative security on Form 4.

What is the exercise price of the CNSP stock options granted to the CFO?

The option reported grants the right to purchase CNS Pharmaceuticals common stock at a conversion or exercise price of $30 per share.

How many CNSP shares underlie the reported stock option grant?

The option covers 4,881 shares of CNS Pharmaceuticals common stock, as shown in the derivative securities table.

When do the CNSP CFO stock options vest?

The options vest in three tranches: 50% on the six-month anniversary of the March 11, 2025 grant date, 25% on the 12-month anniversary, and 25% on the 18-month anniversary, subject to continued employment.

What approvals were required for the CNSP stock option grant?

The option grant was approved by the compensation committee on March 11, 2025, and was subject to shareholder approval of the stock option plan, which shareholders provided at the annual meeting on November 17, 2025.

Did the CNSP CFO pay anything for the stock option itself?

The filing states a price of the derivative security of $0, indicating the option was granted in connection with the reporting person’s employment with the company.

What is the expiration date of the CNSP CFO stock options?

The reported option has an expiration date of November 17, 2035, as listed in the derivative securities table.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Downs Christopher

(Last) (First) (Middle)

C/O CNS PHARMACEUTICALS, INC.

2100 WEST LOOP SOUTH, SUITE 900

(Street)

HOUSTON TX 77027

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CNS Pharmaceuticals, Inc. [ CNSP ]

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

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025

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
Option to purchase common stock	$30	11/17/2025(1)		A		4,881		(2)	11/17/2035	Common Stock	4,881	$0(3)	4,881	D

Explanation of Responses:

1. The option grant was approved by the compensation committee of CNS Pharmaceutical, Inc.'s board of directors on March 11, 2025 (the "Grant Date"), subject to shareholder approval of the stock option plan under which the option was granted. CNS Pharmaceutical, Inc.'s shareholders approved the plan at the company's annual meeting on November 17, 2025.

2. The options set forth in the table vest as follows: 50% on the six-month anniversary of the Grant Date, 25% on the 12-month anniversary of the Grant Date, and 25% on the 18-month anniversary of the Grant Date, subject to the reporting person's continued employment on each vesting date.

3. Issued in connection with the reporting person's employment with the Company.

	/s/ Christopher Downs	11/19/2025
	** 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.
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.