Neuphoria Therapeutics (NEUP) grants 8,537 RSUs to director

Rhea-AI Filing Summary

Neuphoria Therapeutics director Peter Miles Winston Davies reported receiving 8,537 restricted stock units (RSUs) of the company on January 20, 2026. Each RSU represents a contingent right to receive one share of Neuphoria’s common stock.

The RSU grant was made under the Board of Directors’ annual remuneration policy, effectively functioning as stock-based compensation for his board service. Following this award, Davies beneficially owns 15,320 derivative securities, held directly.

The RSUs will fully vest only if he continues serving the company through the earlier of two events: the day before Neuphoria’s next annual shareholder meeting, which is expected to be no later than December 15, 2026, or the effective date of a change in control of the company.

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^*

Davies Peter Miles Winston

(Last) (First) (Middle)

100 SUMMIT DRIVE

(Street)

BURLINGTON MA 01803

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Neuphoria Therapeutics Inc. [ NEUP ]

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)
01/20/2026

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

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	(1)(2)	01/20/2026		A		8,537		(3)	(3)	Common Stock	8,537	$0	15,320	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock.

2. The grant of RSUs is pursuant to the Company's Board of Directors annual remuneration policy.

3. Subject to the Reporting Person's continuous service to the Company through the first of the following dates: (a) the day prior to the Company' next annual shareholder meeting (which is expected to be no later than December 15, 2026) or (b) the effective date of a Change in Control of the Company, the RSUs shall fully vest.

	/s/ Elaine Wangsawidjaja, Attorney-in-Fact for Peter Miles Winston Davies	01/21/2026
	** 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 Neuphoria Therapeutics (NEUP) disclose for Peter Miles Winston Davies?

Peter Miles Winston Davies, a director of Neuphoria Therapeutics, reported an award of 8,537 restricted stock units (RSUs) on January 20, 2026 as stock-based compensation.

How many Neuphoria Therapeutics (NEUP) RSUs does the director own after this Form 4?

After the reported transaction, Davies beneficially owns 15,320 derivative securities related to Neuphoria Therapeutics, all reported as held directly.

What does each Neuphoria Therapeutics (NEUP) RSU reported on this Form 4 represent?

Each restricted stock unit (RSU) represents a contingent right to receive one share of Neuphoria Therapeutics common stock upon vesting.

Why did Neuphoria Therapeutics (NEUP) grant 8,537 RSUs to its director?

The 8,537 RSU grant was made under the company’s Board of Directors annual remuneration policy, serving as part of the director’s compensation.

When do the Neuphoria Therapeutics (NEUP) RSUs granted to the director vest?

The RSUs fully vest if the director maintains continuous service until the earlier of: (a) the day before Neuphoria’s next annual shareholder meeting, expected no later than December 15, 2026, or (b) the effective date of a change in control of the company.

Was any cash paid for the Neuphoria Therapeutics (NEUP) RSUs reported on this Form 4?

The Form 4 shows the 8,537 RSUs with a transaction price of $0 per unit, indicating they were granted as compensation rather than purchased for cash.