IGC Pharma (IGC) director converts 100,000 RSUs into common stock

Rhea-AI Filing Summary

IGC Pharma director reports RSU conversion into common stock. On January 19, 2026, director Richard K. Prins exercised 100,000 restricted stock units, which were granted on March 13, 2024 and vest when specific board-approved milestones are achieved. Each unit represents the right to receive one share of IGC common stock, and the transaction was reported at an exercise price of $0.0 per unit. Following this transaction, Prins directly holds 1,371,251 shares of common stock and 50,000 restricted stock units.

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^*

PRINS RICHARD K

(Last) (First) (Middle)

10224 FALLS ROAD

(Street)

POTOMAC MD 20854

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
IGC Pharma, Inc. [ IGC ]

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)
01/19/2026

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
Common Stock	01/19/2026		M		100,000(1)	A	$0.0	1,371,251	D

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
Restricted Stock Units	(2)	01/19/2026		M			100,000(1)	(2)	(2)	Common Stock	100,000	$0.0	50,000	D

Explanation of Responses:

1. On March 13, 2024, the Reporting Person was granted RSUs subject to vesting according to specific milestones set by the Company's Board of Directors. The RSUs vest when milestones are achieved.

2. Each restricted stock unit represents a right to receive one share of IGC common stock.

	/s/ Richard Prins	01/20/2026
	** 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.
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FAQ

What insider transaction did IGC Pharma (IGC) report in this Form 4?

The filing reports that director Richard K. Prins exercised 100,000 restricted stock units on January 19, 2026, converting them into IGC Pharma common stock at an exercise price of $0.0 per unit.

How many IGC Pharma common shares does Richard K. Prins own after this transaction?

After the reported transaction, Richard K. Prins directly owns 1,371,251 shares of IGC Pharma common stock and 50,000 restricted stock units.

What are the terms of the RSUs reported in the IGC Pharma (IGC) Form 4?

The RSUs were granted on March 13, 2024 and are subject to vesting based on specific milestones set by IGC Pharma’s Board of Directors. Each restricted stock unit represents a right to receive one share of IGC common stock.

What does transaction code "M" mean in the IGC Pharma Form 4?

Transaction code "M" indicates an exercise or conversion of a derivative security. In this case, 100,000 restricted stock units were converted into an equal number of IGC Pharma common shares.

Is the IGC Pharma (IGC) director’s ownership reported as direct or indirect?

The filing shows the ownership of both the 1,371,251 common shares and the 50,000 restricted stock units as direct (D) ownership by Richard K. Prins.

Were the IGC Pharma RSUs tied to any performance or milestone conditions?

Yes. The footnotes state that the RSUs granted on March 13, 2024 vest when specific milestones set by the company’s Board of Directors are achieved.