Neuraxis (NRXS) CFO receives 75,231 RSUs vesting over three years

Rhea-AI Filing Summary

Neuraxis, Inc. reported that its Chief Financial Officer, Timothy Robert Henrichs, acquired 75,231 restricted stock units (RSUs) on common stock as an equity award. The RSUs were granted at a reference value of $4.63 per share and will vest in three equal annual installments over a three-year period, aligning the CFO’s compensation with long-term shareholder interests. All 75,231 RSUs are held as direct ownership following this grant.

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

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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^*

Henrichs Timothy Robert

(Last) (First) (Middle)

11611 N. MERIDIAN ST, SUITE 330

(Street)

CARMEL IN 46032

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Neuraxis, INC [ NRXS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

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
RSU	(1)	01/22/2026		A		75,231		(1)	(1)	Common Stock	75,231	$4.63	75,231	D

Explanation of Responses:

1. These shares of common stock are restricted stock units (RSUs) granted to the reporting person under Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan, as amended. The RSUs vest in three equal annual installments over a three-year period.

	/s/ Timothy Henrichs	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Neuraxis (NRXS) report for its CFO?

Neuraxis reported that its Chief Financial Officer, Timothy Robert Henrichs, received a grant of 75,231 restricted stock units. These RSUs are equity-based compensation tied to Neuraxis common stock, rather than an open-market purchase or sale of existing shares.

How many RSUs were granted to the Neuraxis (NRXS) CFO and at what value?

The CFO was granted 75,231 restricted stock units with a reference value of $4.63 per share. This value typically reflects the fair market price at grant and is used to measure the size of the equity award for compensation purposes.

How do the Neuraxis (NRXS) CFO RSUs vest over time?

The RSUs granted to the Neuraxis CFO vest in three equal annual installments over a three-year period. This structure means one-third of the units becomes earned each year, encouraging longer-term service and alignment with the company’s ongoing performance.

Is the Neuraxis (NRXS) CFO’s RSU grant a stock purchase or compensation award?

The transaction is a compensation award, not an open-market stock purchase. The 75,231 RSUs were granted under the Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan as amended, reflecting equity-based pay rather than the executive buying shares in the market.

Under which plan were the Neuraxis (NRXS) RSUs granted to the CFO?

The RSUs were granted under the Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan, as amended. This plan governs stock-based incentives such as restricted stock units and is used to award equity compensation to executives and other eligible participants.

How many Neuraxis (NRXS) RSUs does the CFO hold after this grant?

Following this grant, the CFO holds a total of 75,231 restricted stock units directly. This total reflects the newly awarded RSUs and represents his reported RSU position in Neuraxis common stock after the transaction on the reported date.