Neuphoria (NEUP) director David Ian Wilson awarded 8,537 RSUs

Rhea-AI Filing Summary

Neuphoria Therapeutics Inc. director David Ian Wilson received a grant of 8,537 restricted stock units (RSUs) on January 20, 2026. Each RSU represents a contingent right to receive one share of Neuphoria common stock. Following this award, Wilson beneficially owns 15,412 derivative securities in the form of RSUs, held directly.

The grant was made under the company’s Board of Directors annual remuneration policy. The RSUs will fully vest if Wilson continues to serve 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^*

Wilson David Ian

(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	15,412	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 David Ian Wilson	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 did Neuphoria Therapeutics (NEUP) disclose in this Form 4?

Neuphoria Therapeutics reported that director David Ian Wilson received a grant of 8,537 restricted stock units (RSUs) on January 20, 2026, as part of director compensation.

How many Neuphoria (NEUP) RSUs does David Ian Wilson own after this transaction?

After the reported grant, David Ian Wilson beneficially owns 15,412 restricted stock units related to Neuphoria common stock, held in direct ownership.

What are the vesting conditions for the 8,537 Neuphoria (NEUP) RSUs granted to David Ian Wilson?

The 8,537 RSUs will fully vest if Wilson maintains continuous service through the earlier of (a) the day before 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 does each RSU granted to Neuphoria (NEUP) director David Ian Wilson represent?

Each restricted stock unit represents a contingent right to receive one share of Neuphoria Therapeutics common stock upon vesting, as described in the filing footnotes.

Why were the Neuphoria (NEUP) RSUs granted to David Ian Wilson?

The filing states that the RSU grant is made pursuant to Neuphoria’s Board of Directors annual remuneration policy, reflecting standard equity compensation for board service.

Is the Neuphoria (NEUP) Form 4 transaction a purchase or a sale by David Ian Wilson?

The Form 4 reports an acquisition of 8,537 RSUs (transaction code A) as part of director compensation, not an open-market purchase or sale of common stock.