Wexford restructures 3.4M Nephros share stake

Ten percent holders linked to Wexford restructured NEPH holdings via a large in-kind distribution and a smaller sale, while disclaiming full beneficial ownership.

Rhea-AI Filing Summary

NEPHROS INC (NEPH) received a Form 4 from Wexford Capital LP and related reporting persons, all listed as ten percent owners, reporting two indirect dispositions of common stock on September 14, 2026. One was an in-kind distribution of 3,355,111 shares from certain Wexford-managed entities that did not involve a purchase, sale, or additional consideration. The other was a sale of 22,710 shares at $3.95 per share from those entities to an entity controlled by director Arthur Amron, with proceeds distributed to underlying investors and no compensation to the selling entities. The reporting persons may be deemed to beneficially own shares held by the referenced funds but disclaim beneficial ownership except to the extent of their pecuniary interests, and no Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Other: 3,377,821 shares

Other 2 txns

Insider WEXFORD CAPITAL LP, Wexford GP LLC, DAVIDSON CHARLES E, JACOBS JOSEPH

Role 10% Owner | 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Other	Common Stock F1, F2, F5, F6	3,355,111	$0.00	$0.00
Other	Common Stock F3, F4, F5, F6	22,710	$3.95	$90K

Holdings After Transaction: Common Stock — 166,667 shares (Indirect, See footnotes)

Footnotes (6)

1. F1. Represents an in-kind distribution of certain shares of common stock from Wexford Partners 11, L.P. ("WP11"), Wexford 11 Advisors LLC ("WP Advisors") and WPIC 2 LLC ("WPIC2", and together with WP11 and WP Advisors, the "Distributing Entities") that does not involve (i) a purchase or a sale of securities or (ii) any additional consideration.
2. F2. Represents the common stock of the Issuer held by the Distributing Entities and Wexford Spectrum Trading Limited ("WST").
3. F3. Represents a sale of certain shares of common stock from the Distributing Entities to an entity controlled by Arthur Amron, a current director of the Issuer and a former employee of Wexford Capital LP ("Wexford Capital"), the proceeds of which were distributed to certain underlying investors of the Distributing Entities. No Distributing Entities shall receive any compensation, directly or indirectly, in connection with the transaction described herein.
4. F4. Represents the common stock of the Issuer held by WST.
5. F5. Wexford Capital may, by reason of its status as (i) sub-advisor of WST, (ii) investment manager of WP11 and (iii) manager of WPIC2, (WPIC2, together with WST and WP11, the "Wexford Entities"), be deemed to own beneficially the shares of Common Stock held by the Wexford Entities. Wexford GP may, by reason of its status as General Partner of Wexford Capital, be deemed to own beneficially the shares of Common Stock held by the Wexford Entities. Each of Messrs. Davidson and Jacobs may, by reason of his status as a controlling person of Wexford GP and WP Advisors, be deemed to own beneficially the shares of Common Stock held by the Wexford Entities and WP Advisors.
6. F6. Each of Wexford Capital, Wexford GP, Davidson and Jacobs shares the power to vote and to dispose of the shares of Common Stock held by the Wexford Entities. Each of Davidson and Jacobs shares the power to vote and to dispose of the shares of Common Stock held by WP Advisors. Each of Wexford Capital, Wexford GP and Messrs. Davidson and Jacobs disclaims beneficial ownership of the shares of Common Stock held by the Wexford Entities and/or WP Advisors, as applicable, and this report shall not be deemed as an admission that they are the beneficial owner of such securities except, in the case of Davidson and Jacobs, to the extent of their respective pecuniary interests therein.

Key Figures

In-kind distribution shares: 3,355,111 shares Sale shares: 22,710 shares Sale price per share: $3.95 per share +2 more

5 metrics

In-kind distribution shares 3,355,111 shares Common stock distributed in-kind on September 14, 2026

Sale shares 22,710 shares Common stock sold on September 14, 2026

Sale price per share $3.95 per share Price for 22,710-share sale to entity controlled by Arthur Amron

Total shares in restructuring transactions 3,377,821 shares Total shares involved in code J transactions reported in this Form 4

Reporting person status Ten percent owners All four reporting persons are listed as ten percent owners of NEPH

Key Terms

in-kind distribution, beneficially own, pecuniary interests, ten percent owner, +1 more

5 terms

in-kind distribution financial

"Represents an in-kind distribution of certain shares of common stock"

A distribution of value to shareholders or beneficiaries made by transferring assets instead of paying cash, such as shares, bonds, or property. Like receiving a box of goods rather than money, it changes what you hold rather than adding liquid funds; investors care because it affects a portfolio’s composition, liquidity, tax reporting, and cost basis for the received assets.

beneficially own regulatory

"may, by reason of its status, be deemed to own beneficially the shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

pecuniary interests financial

"except, in the case of Davidson and Jacobs, to the extent of their respective pecuniary interests"

ten percent owner regulatory

"Each reporting person is indicated as a ten percent owner of the Issuer"

indirect ownership financial

"ownership type for these transactions is reported as indirect with nature of ownership via entities"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions in NEPH stock did Wexford Capital report on this Form 4?

The filing reports two indirect dispositions: an in-kind distribution of 3,355,111 NEPH shares from certain Wexford-managed entities, and a sale of 22,710 shares at $3.95 per share to an entity controlled by director Arthur Amron.

Was the 3,355,111-share NEPH transaction a market sale?

No. The 3,355,111-share transaction is described as an in-kind distribution from Wexford Partners 11, L.P., Wexford 11 Advisors LLC, and WPIC 2 LLC that does not involve a purchase or sale of securities or any additional consideration.

Who bought the 22,710 NEPH shares and at what price?

The 22,710 NEPH shares were sold by the Wexford-managed entities to an entity controlled by Arthur Amron, a director of Nephros, at a price of $3.95 per share. Proceeds were distributed to certain underlying investors of the selling entities.

Did the Wexford reporting persons receive compensation from the 22,710-share NEPH sale?

The filing states that no Distributing Entities shall receive any compensation, directly or indirectly, in connection with the 22,710-share sale; the proceeds were distributed to certain underlying investors of the Distributing Entities.

Do the Wexford reporting persons claim beneficial ownership of all NEPH shares involved?

Wexford Capital, Wexford GP, Charles E. Davidson, and Joseph Jacobs may be deemed to beneficially own shares held by specified Wexford entities but each disclaims beneficial ownership except, for Davidson and Jacobs, to the extent of their respective pecuniary interests.

Was a Rule 10b5-1 trading plan used for these NEPH transactions?

No. The Form 4 indicates that the Rule 10b5-1 checkbox is not selected, so no Rule 10b5-1 trading plan is reported in connection with these transactions.

How many NEPH shares were restructured in total in this Form 4?

In total, the Form 4 reflects 3,377,821 NEPH shares involved in restructuring-type transactions: 3,355,111 shares via an in-kind distribution and 22,710 shares via a sale to an entity controlled by director Arthur Amron.

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

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Available on EDGAR 09/16/2026 - 05:06 PM Accepted by SEC EDGAR 09/16/2026 - 05:05 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^*

WEXFORD CAPITAL LP

(Last) (First) (Middle)

777 SOUTH FLAGLER DRIVE

SUITE 602 EAST

(Street)

WEST PALM BEACH FLORIDA 33401-6122

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
NEPHROS INC [ NEPH ]

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

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2026

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

	Form filed by One Reporting Person
X	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
Common Stock	09/14/2026		J(1)		3,355,111	D	$0	189,377(2)	I	See footnotes(5)(6)
Common Stock	09/14/2026		J(3)		22,710	D	$3.95	166,667(4)	I	See footnotes(5)(6)

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

1. Name and Address of Reporting Person^*

WEXFORD CAPITAL LP

(Last) (First) (Middle)

777 SOUTH FLAGLER DRIVE

SUITE 602 EAST

(Street)

WEST PALM BEACH FLORIDA 33401-6122

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Wexford GP LLC

(Last) (First) (Middle)

C/O WEXFORD CAPITAL LP

777 SOUTH FLAGLER DRIVE, SUITE 602 EAST

(Street)

WEST PALM BEACH FLORIDA 33401

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DAVIDSON CHARLES E

(Last) (First) (Middle)

C/O WEXFORD CAPITAL LP

777 SOUTH FLAGLER DRIVE, SUITE 602

(Street)

WEST PALM BEACH FLORIDA 33401

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

JACOBS JOSEPH

(Last) (First) (Middle)

C/O WEXFORD CAPITAL LP

777 SOUTH FLAGLER DRIVE, SUITE 602 EAST

(Street)

WEST PALM BEACH FLORIDA 33401

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Represents an in-kind distribution of certain shares of common stock from Wexford Partners 11, L.P. ("WP11"), Wexford 11 Advisors LLC ("WP Advisors") and WPIC 2 LLC ("WPIC2", and together with WP11 and WP Advisors, the "Distributing Entities") that does not involve (i) a purchase or a sale of securities or (ii) any additional consideration.

2. Represents the common stock of the Issuer held by the Distributing Entities and Wexford Spectrum Trading Limited ("WST").

3. Represents a sale of certain shares of common stock from the Distributing Entities to an entity controlled by Arthur Amron, a current director of the Issuer and a former employee of Wexford Capital LP ("Wexford Capital"), the proceeds of which were distributed to certain underlying investors of the Distributing Entities. No Distributing Entities shall receive any compensation, directly or indirectly, in connection with the transaction described herein.

4. Represents the common stock of the Issuer held by WST.

5. Wexford Capital may, by reason of its status as (i) sub-advisor of WST, (ii) investment manager of WP11 and (iii) manager of WPIC2, (WPIC2, together with WST and WP11, the "Wexford Entities"), be deemed to own beneficially the shares of Common Stock held by the Wexford Entities. Wexford GP may, by reason of its status as General Partner of Wexford Capital, be deemed to own beneficially the shares of Common Stock held by the Wexford Entities. Each of Messrs. Davidson and Jacobs may, by reason of his status as a controlling person of Wexford GP and WP Advisors, be deemed to own beneficially the shares of Common Stock held by the Wexford Entities and WP Advisors.

6. Each of Wexford Capital, Wexford GP, Davidson and Jacobs shares the power to vote and to dispose of the shares of Common Stock held by the Wexford Entities. Each of Davidson and Jacobs shares the power to vote and to dispose of the shares of Common Stock held by WP Advisors. Each of Wexford Capital, Wexford GP and Messrs. Davidson and Jacobs disclaims beneficial ownership of the shares of Common Stock held by the Wexford Entities and/or WP Advisors, as applicable, and this report shall not be deemed as an admission that they are the beneficial owner of such securities except, in the case of Davidson and Jacobs, to the extent of their respective pecuniary interests therein.

	Wexford Capital LP, By: Wexford GP LLC, its general partner, By: Mark E. Ahern, Vice President and Assistant Secretary	09/16/2026
	Wexford GP LLC, By: Mark E. Ahern, Vice President and Assistant Secretary	09/16/2026
	Charles E. Davidson	09/16/2026
	Joseph M. Jacobs	09/16/2026
	** 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)