Pasithea CFO granted 1.13M stock options

Pasithea Therapeutics Corp. reported that its Chief Financial Officer, Daniel H. Schneiderman, received a grant of stock options covering 1,129,323 shares of common stock.

Rhea-AI Filing Summary

Pasithea Therapeutics Corp. reported that its Chief Financial Officer, Daniel H. Schneiderman, received a grant of stock options covering 1,129,323 shares of common stock. The options have an exercise price of $0.8410 per share and expire in 2036.

According to the company’s 2023 Stock Incentive Plan, 33% of the underlying shares vest on the one-year anniversary of the grant date, with the remaining shares vesting in equal quarterly installments over the following two years, assuming continuous service. The options fully vest upon a Change in Control as defined in the plan, and vested options may generally be exercised for up to three years after termination of continuous service other than for cause.

Insights

Equity Compensation Analyst

CFO received a large option grant as routine equity compensation.

The filing shows Pasithea Therapeutics’ CFO, Daniel H. Schneiderman, receiving stock options for 1,129,323 shares at an exercise price of $0.8410 per share, expiring in 2036. The transaction is coded as a grant/award, not an open-market trade.

The vesting structure is service-based, with 33% vesting after one year and the rest quarterly over two years, and full vesting on a Change in Control as defined in the 2023 Stock Incentive Plan. This aligns with common executive incentive practices and does not, by itself, signal a change in business outlook.

Insider Trade Summary

Grant/Award: 1,129,323 shares

Grant/Award 1 txn

Insider Schneiderman Daniel H

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (right to buy)	1,129,323	$0.00	$0.00

Holdings After Transaction: Stock Option (right to buy) — 1,129,323 contracts (Direct)

Footnotes (1)

1. F1. The option (the "Option") award was made in accordance with the terms of the Issuer's 2023 Stock Incentive Plan, as amended (the "Plan"). The shares of the Issuer's common stock, par value $0.0001 per share, underlying the Option will vest at the rate of 33% upon the one-year anniversary of the date of grant and the remaining shares will vest in equal quarterly installments thereafter for the next two years; provided, that the Reporting Person remains in continuous service to the Issuer through such vesting dates; provided further, that the shares underlying the Option will fully vest upon a Change in Control (as defined in the Plan). Additionally, all vested and exercisable shares underlying the Option held by the grantee may be exercised by the grantee for a period of up until three (3) years following termination of Continuous Service (as defined in the Plan), other than a termination for Cause (as defined in the Plan).

Key Figures

Option grant size: 1,129,323 shares Exercise price: $0.8410 per share Post-grant derivative holdings: 1,129,323 options +3 more

6 metrics

Option grant size 1,129,323 shares Stock options granted to CFO, underlying common stock

Exercise price $0.8410 per share Conversion or exercise price of stock options

Post-grant derivative holdings 1,129,323 options Total derivative shares following transaction

Initial vesting tranche 33% of shares Vests on one-year anniversary of grant date

Remaining vesting period 2 years, quarterly Remaining shares vest in equal quarterly installments

Option expiration 2036-04-30 Expiration date of the stock options

Key Terms

Stock Option, 2023 Stock Incentive Plan, Change in Control, Continuous Service, +1 more

5 terms

Stock Option financial

"The option (the "Option") award was made in accordance with the terms"

A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.

2023 Stock Incentive Plan financial

"award was made in accordance with the terms of the Issuer's 2023 Stock Incentive Plan"

Change in Control financial

"shares underlying the Option will fully vest upon a Change in Control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Continuous Service financial

"three (3) years following termination of Continuous Service"

Cause financial

"following termination of Continuous Service ... other than a termination for Cause"

FAQ

What did Pasithea Therapeutics (KTTA) disclose in this Form 4 for its CFO?

Pasithea Therapeutics disclosed that its CFO, Daniel H. Schneiderman, received a grant of stock options for 1,129,323 shares of common stock. These options are part of the 2023 Stock Incentive Plan and represent compensation, not an open-market purchase or sale of existing shares.

How many Pasithea Therapeutics (KTTA) shares are covered by the CFO’s new stock options?

The CFO’s new stock options cover 1,129,323 shares of Pasithea Therapeutics common stock. This entire amount is reflected as the total derivative shares following the transaction and represents a single grant under the company’s 2023 Stock Incentive Plan, subject to time-based vesting conditions.

What is the exercise price and expiration date of the KTTA CFO’s stock options?

The stock options granted to Pasithea Therapeutics’ CFO have an exercise price of $0.8410 per share and an expiration date in 2036. This means the CFO can, once vested, buy common shares at $0.8410 until the option term ends, subject to plan rules.

How do the KTTA CFO’s stock options vest under the 2023 Stock Incentive Plan?

Under the 2023 Stock Incentive Plan, 33% of the CFO’s option shares vest on the one-year anniversary of the grant date. The remaining shares vest in equal quarterly installments over the next two years, assuming the CFO maintains continuous service with the company throughout the vesting period.

What happens to the KTTA CFO’s options upon a Change in Control of Pasithea Therapeutics?

The filing states that all shares underlying the CFO’s option will fully vest upon a Change in Control, as defined in the 2023 Stock Incentive Plan. This accelerates vesting, allowing the CFO to exercise all granted options, subject to the plan’s detailed definitions and conditions.

How long after termination can the KTTA CFO exercise vested stock options?

The CFO may exercise all vested and exercisable option shares for up to three years following termination of Continuous Service, as defined in the plan, provided termination is not for Cause. If termination is for Cause, the plan’s more restrictive provisions on post-termination exercise apply.

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Accepted by SEC EDGAR 05/05/2026 - 04:41 PM Learn about SEC filing dates

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^*

Schneiderman Daniel H

(Last) (First) (Middle)

1111 LINCOLN ROAD

SUITE 500

(Street)

MIAMI BEACH FLORIDA 33139

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Pasithea Therapeutics Corp. [ KTTA ]

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			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)	$0.841	05/01/2026		A		1,129,323		(1)	04/30/2036	Common Stock	1,129,323	$0	1,129,323	D

Explanation of Responses:

1. The option (the "Option") award was made in accordance with the terms of the Issuer's 2023 Stock Incentive Plan, as amended (the "Plan"). The shares of the Issuer's common stock, par value $0.0001 per share, underlying the Option will vest at the rate of 33% upon the one-year anniversary of the date of grant and the remaining shares will vest in equal quarterly installments thereafter for the next two years; provided, that the Reporting Person remains in continuous service to the Issuer through such vesting dates; provided further, that the shares underlying the Option will fully vest upon a Change in Control (as defined in the Plan). Additionally, all vested and exercisable shares underlying the Option held by the grantee may be exercised by the grantee for a period of up until three (3) years following termination of Continuous Service (as defined in the Plan), other than a termination for Cause (as defined in the Plan).

	/s/ Daniel Schneiderman	05/05/2026
	** 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.
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)