CRVO awards 75,000 stock options with 36‑month vesting at $8.62

Rhea-AI Filing Summary

CervoMed Inc. reported a Form 4 showing that Matthew Winton, serving as Chief Commercial and Business Officer and a director-level officer, received a grant of 75,000 stock options as an inducement award tied to his employment. The options have an exercise price of $8.62 and were issued with an acquisition date of 10/06/2025. The award vests in equal monthly installments over 36 months, beginning on 10/31/2025, and the option term extends to 10/06/2035. The filing was signed on 10/07/2025.

Positive

• 75,000 options granted to align executive incentives with shareholder value over 36 months
• Grant documented as an inducement under Nasdaq Listing Rule 5635(c)(4), indicating procedural compliance
• Clear vesting schedule: equal monthly installments starting 10/31/2025, providing transparent timelines

Negative

• 75,000 potential shares represent dilution risk if exercised before offsetting share actions
• No disclosed acceleration or termination details in the filing to clarify treatment on departure

Insights

Compensation Analyst

Award aligns pay with long-term service through time‑based vesting.

The grant of 75,000 stock options at an exercise price of $8.62 is structured as an inducement for hiring and vests monthly over 36 months, which ties realized value to continued employment through late 2028. Time‑based vesting is a common mechanism to retain senior hires and link compensation to shareholder outcomes.

This arrangement depends on continued employment; termination provisions or acceleration clauses are not disclosed here. Investors can watch option exercise activity and outstanding share counts over the next 36 months for dilution and potential insider selling patterns.

Corporate Governance Specialist

Inducement grant follows Nasdaq rules and was disclosed promptly.

The explanatory note states the award was granted under Nasdaq Listing Rule 5635(c)(4) as an inducement, indicating compliance with exchange requirements for new‑hire awards. The filing identifies the reporting person and provides the vesting schedule and term to 10/06/2035, offering clear transparency on timing and quantity.

Key governance items to monitor include whether similar inducement awards are granted to other hires and how total outstanding options evolve; changes to compensation policy or material subsequent filings within 12 months would be relevant to assess aggregate dilution and governance consistency.

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

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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^*

Winton Matthew

(Last) (First) (Middle)

C/O CERVOMED INC.

20 PARK PLAZA, SUITE 424

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CervoMed Inc. [ CRVO ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Commercial and Business

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

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)	$8.62	10/06/2025		A		75,000		(1)	10/06/2035	Common Stock	75,000	$0	75,000	D

Explanation of Responses:

1. Shares granted as an inducement award material to Dr. Winton's entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). Award vests in equal monthly installments over thirty-six (36) months on the last day of each month commencing October 31, 2025.

	/s/ Matthew Winton	10/07/2025
	** Signature of Reporting Person	Date
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FAQ

What did CervoMed (CRVO) disclose about Matthew Winton's recent Form 4?

The Form 4 shows Matthew Winton received 75,000 stock options on 10/06/2025 with an exercise price of $8.62, vesting monthly over 36 months starting 10/31/2025.

What is the exercise price and term of the options granted to the CRVO officer?

The options have an exercise price of $8.62 and an expiration/term noted through 10/06/2035.

How will the award to Matthew Winton vest according to the filing?

The award vests in equal monthly installments over 36 months, with the first vesting date on 10/31/2025.

Was the option grant filed as an inducement award under Nasdaq rules?

Yes. The filing states the award was granted as an inducement in accordance with Nasdaq Listing Rule 5635(c)(4).

When was the Form 4 signed and filed by the reporting person?

The Form 4 bears the reporting person’s signature dated 10/07/2025.