Neuphoria (NEUP) director Jane Ryan receives 8,537 RSU award

Rhea-AI Filing Summary

Neuphoria Therapeutics Inc. reported that director Jane Ryan received a grant of restricted stock units on January 20, 2026. The award covers 8,537 restricted stock units (RSUs), each representing a contingent right to receive one share of Neuphoria common stock, with a grant price of $0 per unit as part of the board’s annual remuneration policy. Following this grant, Ryan directly holds 15,550 derivative securities related to the company’s stock.

The RSUs will fully vest if Ryan continues serving the company through the earlier of 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

OMB APPROVAL

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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^*

Ryan Jane

(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	15,550	D

Explanation of Responses:

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

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 Jane Ryan	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.
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.

FAQ

What insider transaction did Neuphoria Therapeutics (NEUP) report for Jane Ryan?

Neuphoria Therapeutics reported that director Jane Ryan received a grant of 8,537 restricted stock units (RSUs) on January 20, 2026 as a Form 4 filing.

How many Neuphoria (NEUP) RSUs were granted and what does each represent?

The grant covers 8,537 RSUs. Each RSU represents a contingent right to receive one share of Neuphoria common stock.

What are the vesting conditions for Jane Ryan’s Neuphoria (NEUP) RSU grant?

The RSUs fully vest if Jane Ryan continues serving the company through the earlier of: (a) the day prior to Neuphoria’s next annual shareholder meeting, expected to be no later than December 15, 2026, or (b) the effective date of a change in control of the company.

What is Jane Ryan’s Neuphoria (NEUP) beneficial ownership after this RSU transaction?

After the grant, Jane Ryan beneficially owns 15,550 derivative securities related to Neuphoria common stock, held in direct form according to the filing.

Was the Neuphoria (NEUP) RSU grant to Jane Ryan part of a regular compensation program?

Yes. The filing states that the RSU grant is made pursuant to the Company's Board of Directors annual remuneration policy, indicating it is part of regular director compensation.

Did Jane Ryan pay any price per share for the Neuphoria (NEUP) RSUs?

No cash price was paid for the units; the filing lists the price of the derivative security as $0, reflecting that this is an equity-based compensation award.