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

Rhea-AI Filing Summary

NRX Pharmaceuticals director Dennis McBride received an award of stock options. The Form 4 reports a grant dated 04/09/2025 of 25,000 stock options with an exercise price of $1.7297 per share. The options vest on 04/09/2026 subject to continued service and expire on 04/09/2035. The reported position following the grant is ownership of 25,000 underlying common shares through the options, held directly. The filing is signed by Dennis McBride on 09/10/2025 and lists his role as a director of NRX Pharmaceuticals (NRXP). This disclosure shows a standard equity compensation grant to an insider rather than an open-market purchase or sale.

Positive

• Transparent disclosure of option grant details including grant date, vesting date, exercise price, expiration, and signatory
• Standard alignment of director incentives with shareholders via equity compensation

Negative

• Potential dilution of 25,000 shares if options are exercised (no offsetting retirements disclosed in this form)
• No context provided in this Form 4 about total outstanding shares or plan reserve impact for assessing materiality

Insights

Corporate Governance Expert

TL;DR: Routine director equity grant with standard vesting and long expiration; governance disclosure appears complete.

The Form 4 documents a non-derivative economic interest created by a stock option grant to a director, which is a common practice for aligning management and board incentives with shareholders. Key terms are explicit: 25,000 options, $1.7297 exercise price, vesting one year after grant and a ten-year term to expiration. The filing identifies direct ownership following the transaction and includes a manual signature. From a governance perspective, this is a standard compensation disclosure without additional structural or related-party details disclosed in this filing.

Securities Analyst

TL;DR: No market-moving transaction—equity compensation only; limited immediate dilution clarity.

The reported grant creates the potential for dilution if exercised, equivalent to 25,000 common shares. The exercise price and long expiration give the holder flexibility, but the vesting condition delays transferability for one year. The Form 4 does not report any exercised options or open-market trades tied to this filing. Investors assessing dilution should refer to the company’s outstanding share count and equity plan reserve disclosures in periodic filings for material impact analysis.

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
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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^*

McBride Dennis

(Last) (First) (Middle)

C/O NRX PHARMACEUTICALS, INC.

1201 ORANGE STREET STE 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		10% Owner
	Officer (give title below)		Other (specify below)

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		25,000		(1)	04/09/2035	Common Stock	25,000	$0(1)	25,000	D

Explanation of Responses:

1. Represents stock options ("Options") granted pursuant to the Issuer's 2021 Omnibus Incentive Plan. The Options shall vest on April 9, 2026, subject to continued service to the Issuer.

	/s/ Dennis McBride	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).
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 did NRXP director Dennis McBride receive according to the Form 4?

The Form 4 reports a grant of 25,000 stock options to Dennis McBride dated 04/09/2025.

What are the key terms of the options granted to Dennis McBride (NRXP)?

The options have an exercise price of $1.7297, vest on 04/09/2026 subject to continued service, and expire on 04/09/2035.

Does the Form 4 show immediate sale or exercise of securities by Dennis McBride?

No. The filing reports an options grant (A) and shows ownership of the underlying 25,000 shares through those options; it does not report an exercise or sale.

How is the ownership reported—direct or indirect?

The Form 4 indicates the position is held directly by Dennis McBride.

When was the Form 4 signed by the reporting person?

The form bears the signature date 09/10/2025 by Dennis McBride.