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Jupiter Neurosciences CSO holds 2.99M shares

Jupiter Neurosciences, Inc. director and Chief Scientific Officer Hayward Marshall A. reported multiple equity award exercises that increased his direct common stock holdings.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Jupiter Neurosciences, Inc. director and Chief Scientific Officer Hayward Marshall A. reported multiple equity award exercises that increased his direct common stock holdings. On June 2, 2025 he exercised restricted stock awards and restricted stock units for a combined 789,195 shares of common stock. On March 2, 2026 he exercised a stock option for 225,000 shares of common stock at a conversion price of $0.01 per share, ahead of the option’s March 15, 2026 expiration. In total, the transactions reflect exercises of 1,014,195 shares from derivative awards into common stock, resulting in 2,995,077 common shares held directly after the most recent transaction. Footnotes state that the derivative securities convert into common stock on a one-for-one basis and that certain awards vested upon expiration of the IPO lock-up period or under the company’s 2016 Equity Incentive Plan.

Positive

  • None.

Negative

  • None.

Filing Explained

Completed award and option exercises leave the reporting officer with 2,995,077 directly held common shares; the filing reports no sale.

The July 13 Form 4 reports that Jupiter Neurosciences Chief Scientific Officer and director Marshall A. Hayward completed three code-M transactions—two restricted stock awards dated June 2, 2025 and one stock option dated March 2, 2026—resulting in direct common-stock holdings of 2,995,077 shares.

The filing changes the reported form of the position from derivative awards to common stock: the derivative holdings are shown as zero after the transactions, while common-stock holdings are shown as 2,370,675, 2,770,077, and 2,995,077 after each reported transaction.

Under the supplied Form 4 definitions, code M identifies an option or derivative exercise; the filing says the securities convert into common stock on a one-for-one basis, and the option's exercise price was $0.01.

The filing identifies vesting mechanics rather than a sale: the first two awards vested when the issuer's initial-public-offering lock-up expired, and the option shares had vested 100% on January 1, 2016.

The disclosed structural effect is on the reporting person's holdings, not a reported issuer-level financing or other change for existing common holders, so the filing itself supports a neutral holder-impact rating.

Insider Hayward Marshall A.
Role Chief Scientific Officer
Type Security Shares Price Value
Exercise Stock Option (right to buy) F3 225,000 $0.00 $0.00
Exercise Common Stock F3 225,000 -- --
Exercise Restricted Stock Units F1, F2 389,793 $0.00 $0.00
Exercise Restricted Stock Award F1, F2 399,402 $0.00 $0.00
Exercise Common Stock F1 389,793 -- --
Exercise Common Stock F1 399,402 -- --
Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Restricted Stock Award — 0 contracts (Direct); Stock Option (right to buy) — 0 contracts (Direct); Common Stock — 2,995,077 shares (Direct)
Footnotes (3)
  1. F1. These securities convert into common stock on a one-for-one basis.
  2. F2. These awards vested on the expiration of the lock-up period for the Issuer's initial public offering.
  3. F3. The shares underlying this option vested 100% on January 1, 2016 under the Company's 2016 Equity Incentive Plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Hayward Marshall A.

(Last)(First)(Middle)
C/O JUPITER NEUROSCIENCES, INC.
11621 KEW GARDENS AVE, SUITE 210

(Street)
PALM BEACH GARDENS FLORIDA 33410

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
JUPITER NEUROSCIENCES, INC. [ JUNS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Scientific Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/02/2025
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock06/02/2025M389,793A(1)2,370,675D
Common Stock06/02/2025M399,402A(1)2,770,077D
Common Stock03/02/2026M225,000A(3)2,995,077D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)06/02/2025M389,793 (2)12/17/2033Common Stock389,793$0.000D
Restricted Stock Award(1)06/02/2025M399,402 (2)07/20/2032Common Stock399,402$0.000D
Stock Option (right to buy)$0.0103/02/2026M225,000 (3)03/15/2026Common stock225,000$0.000D
Explanation of Responses:
1. These securities convert into common stock on a one-for-one basis.
2. These awards vested on the expiration of the lock-up period for the Issuer's initial public offering.
3. The shares underlying this option vested 100% on January 1, 2016 under the Company's 2016 Equity Incentive Plan.
/s/ Marshall A. Hayward07/13/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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