NRX Pharmaceuticals (NRXP) COO awarded 100,000 stock options

Rhea-AI Filing Summary

NRX Pharmaceuticals Chief Operating Officer Joseph Michael Casper received a grant of stock options on January 27, 2026 under the company’s 2021 Omnibus Incentive Plan. The award covers 100,000 stock options with an exercise price of $2.39 per share, expiring January 27, 2036.

The options vest in three equal tranches of 33.3% each, on June 1, 2026, December 1, 2026, and December 1, 2027. Following this grant, Casper directly holds 100,000 derivative securities linked to NRX Pharmaceuticals common stock.

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
Estimated average burden
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^*

Casper Joseph Michael

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

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
Stock Option (right to buy)	$2.39	01/27/2026		A		100,000		(1)	01/27/2036	Common Stock	100,000	$0(1)	100,000	D

Explanation of Responses:

1. Represents stock options ("Options") granted pursuant to the Issuer's 2021 Omnibus Incentive Plan. 33.3% of the Options shall vest on June 1, 2026, 33.3% shall vest on December 1, 2026, and the remaining 33.3% shall vest on December 1, 2027.

	/s/ Joseph M. Casper	02/17/2026
	** 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 did NRXP disclose about insider compensation in this Form 4?

NRXP disclosed that Chief Operating Officer Joseph Michael Casper received 100,000 stock options on January 27, 2026. These options were granted under the 2021 Omnibus Incentive Plan and give him the right to buy NRX Pharmaceuticals common stock at a fixed exercise price.

How many NRXP stock options were granted to the COO?

The Chief Operating Officer received a grant of 100,000 stock options. Each option represents the right to buy one share of NRX Pharmaceuticals common stock, aligning a portion of his compensation with future share price performance over the option’s term.

What is the exercise price of the NRXP stock options granted?

The granted stock options have an exercise price of $2.39 per share. This means the COO can purchase NRX Pharmaceuticals common stock at $2.39 if the options vest and are exercised before the January 27, 2036 expiration date.

When do the NRXP COO’s stock options vest?

The 100,000 stock options vest in three equal 33.3% tranches. Vesting occurs on June 1, 2026, December 1, 2026, and December 1, 2027, creating a multi-year incentive for continued service and performance at NRX Pharmaceuticals.

What is the expiration date of the NRXP stock options?

The stock options granted to the NRXP Chief Operating Officer expire on January 27, 2036. After that date, any unexercised options will lapse and can no longer be used to purchase NRX Pharmaceuticals common shares at the $2.39 exercise price.

How many derivative securities does the NRXP COO own after this grant?

After the reported transaction, the NRXP Chief Operating Officer beneficially owns 100,000 derivative securities. These represent stock options directly held by him, each tied to one share of NRX Pharmaceuticals common stock, subject to the vesting schedule disclosed.