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

Rhea-AI Filing Summary

NRX Pharmaceuticals director Patrick Flynn was granted stock options to buy 50,000 shares of the company's common stock, with an exercise price of $1.7297. The options were granted on 04/09/2025, vest on 04/09/2026 contingent on continued service, and expire on 04/09/2035. The reported position after the grant shows beneficial ownership of the 50,000 underlying shares through the options. The Form 4 reflects a routine equity award to an insider under the issuer's 2021 Omnibus Incentive Plan.

Positive

• Clear disclosure of grant details: number of options, exercise price, vesting date and expiration
• Retention alignment through one-year vesting enhances director alignment with shareholders

Negative

• Potential dilution from 50,000 underlying shares if options are exercised
• No contextual metrics provided on total outstanding options or dilution percentage

Insights

Securities Analyst

TL;DR: Director grant of 50,000 options at $1.7297 is a standard equity compensation event with limited immediate market impact.

The grant aligns with typical board/executive compensation practices and vests after one year of continued service, creating a retention incentive. The exercise price and ten-year term are disclosed clearly; no immediate share issuance or cash proceeds occurred at grant. For investors, this is informative about insider incentives but not a material capital change absent further context on total outstanding options or dilution.

Corporate Governance Expert

TL;DR: A governance-level equity award to a director suggests alignment of interests but raises standard dilution considerations.

The award was granted under the 2021 Omnibus Incentive Plan and vests subject to service, which is consistent with retention-based governance practices. The disclosure is complete for this transaction: grant size, exercise price, vesting date and expiration are specified. The filing does not indicate any departure from customary grant procedures or accelerate vesting.

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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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^*

Flynn Patrick John

(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		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		50,000		(1)	04/09/2035	Common Stock	50,000	$0(1)	50,000	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/ Patrick Flynn	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 Patrick Flynn receive on 04/09/2025?

He was granted 50,000 stock options exercisable for common stock with an exercise price of $1.7297.

When do the NRXP options granted to Patrick Flynn vest and expire?

The options vest on 04/09/2026 subject to continued service and expire on 04/09/2035.

Under what plan were Patrick Flynn's NRXP options issued?

The options were granted pursuant to the issuer's 2021 Omnibus Incentive Plan.

How many shares will Patrick Flynn beneficially own if he exercises his NRXP options?

The options cover 50,000 underlying common shares, equal to the number of options granted.

Does the Form 4 indicate immediate issuance of shares for NRXP?

No. The Form 4 reports an option grant; it does not show immediate issuance of shares or exercise proceeds.