[Form 4] NRX Pharmaceuticals, Inc. Insider Trading Activity

Rhea-AI Filing Summary

NRX Pharmaceuticals insider Jonathan C. Javitt, identified as Chairman and Chief Scientist and a 10% owner, reported a grant of 125,000 stock options on 04/09/2025. The options have an exercise price of $1.7297 and an expiration date shown as 04/09/2035. The filing notes that the options were granted under the issuer's 2021 Omnibus Incentive Plan and vest with one-third on the first anniversary of the grant date and the remainder vesting in 24 equal monthly installments, subject to continued service. Following the transaction, Javitt beneficially owns 125,000 underlying shares/options directly.

Positive

• Retention and alignment: Options vesting over time ties the Chairman/Chief Scientist to the company's long-term performance.
• Standard compensation plan: Grant is made under the issuer's 2021 Omnibus Incentive Plan, indicating a formal governance process.

Negative

• Potential dilution: Grant of 125,000 options increases potential outstanding shares if exercised, though materiality is not specified.
• Limited context: Filing does not provide total shares outstanding or Javitt's prior holdings, preventing assessment of ownership concentration or dilution impact.

Insights

Corporate Governance Expert

TL;DR: Insider option grant to a senior executive aligns incentives but creates potential dilution; vesting ties retention to future performance.

The reported grant of 125,000 options to the company's Chairman and Chief Scientist is a standard equity compensation mechanism to retain and motivate senior management. The disclosed vesting schedule—one-third after one year with the remainder over 24 months—creates retention incentives and links long-term alignment with shareholders. The exercise price of $1.7297 and a ten-year term to 04/09/2035 are explicitly stated; however, the form does not disclose current outstanding share count or the options' percentage dilution, limiting assessment of materiality. This is a routine, non-transactional compensation disclosure rather than an extraordinary governance change.

Securities Analyst

TL;DR: The filing shows a non-derivative option grant; impact depends on company size and outstanding shares, which are not provided here.

The Form 4 documents a grant of 125,000 options exercisable at $1.7297, granted 04/09/2025, expiring 04/09/2035, and held directly by the reporting person. The vesting schedule disclosed indicates service-based vesting over three years. From a securities perspective, this is a material insider disclosure but not necessarily a market-moving event on its own. The filing lacks context such as total shares outstanding or other insider holdings that would allow quantifying dilution or economic value. Without those metrics, the significance for valuation or ownership concentration cannot be determined from this form alone.

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^*

Javitt Jonathan C

(Last) (First) (Middle)

C/O NRX PHARMACEUTICALS, INC.

1201 ORANGE STREET, SUITE 600

(Street)

WILMINGTON DE 19801

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NRX Pharmaceuticals, Inc. [ NRXP ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and Chief Scientist

3. Date of Earliest Transaction (Month/Day/Year)
04/09/2025

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
Stock Option (right to buy)	$1.7297	04/09/2025		A		125,000		(1)	04/09/2035	Common Stock	125,000	$0(1)	125,000	D

Explanation of Responses:

1. Represents stock options ("Options") granted pursuant to the Issuer's 2021 Omnibus Incentive Plan. 1/3 of the Options shall vest on the first anniversary of the grant date, with the remainder vesting in twenty-four equal monthly installments thereafter, subject to continued

	/s/ Jonathan Javitt	09/10/2025
	** 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).
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FAQ

What did Jonathan C. Javitt report on Form 4 for NRXP?

The filing reports a grant of 125,000 stock options on 04/09/2025 with an exercise price of $1.7297 and an expiration date of 04/09/2035.

Under what plan were the NRXP options granted?

The options were granted under the issuer's 2021 Omnibus Incentive Plan as stated in the Form 4.

What is the vesting schedule for the NRXP options granted to Javitt?

The Form 4 states one-third vests on the first anniversary of the grant date and the remainder vests in 24 equal monthly installments, subject to continued service.

How many NRXP options does Javitt beneficially own after the transaction?

Following the reported transaction Javitt beneficially owns 125,000 options/underlying shares directly as shown on the Form 4.

Does the Form 4 disclose the economic value or dilution percentage of the NRXP grant?

No. The filing provides the exercise price ($1.7297) and number of options but does not disclose total shares outstanding or percentage dilution.