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Neuraxis (NRXS) officer converts 306K options, nets 193,678 shares

(Very High)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Neuraxis, INC (NRXS) reported insider equity compensation activity for officer Thomas Joeseph Carrico on 2026-08-24. Stock options for 306,236 shares were canceled and converted into an equivalent number of RSUs under the NeurAxis, Inc. 2022 Omnibus Securities and Incentive Plan, following approval by the board and stockholders. These RSUs vested immediately upon grant.

In a related event, 306,236 RSUs were granted and vested, and the company stated that, in connection with this vesting, 112,558 shares were withheld to satisfy income tax withholding and remittance obligations. After these events, 193,678 shares of common stock were acquired for the reporting person, bringing his directly held common stock position to 199,345 shares.

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Insights

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Insider Carrico Thomas Joeseph
Role CRO, CCO, CPO
Type Security Shares Price Value
Conversion Stock Options F2 306,236 $6.94 $2.13M
Grant/Award RSU F2 306,236 -- --
Conversion RSU F2 306,236 -- --
Grant/Award Common Stock F1 193,678 -- --
Holdings After Transaction: Stock Options — 0 shares (Direct); RSU — 0 shares (Direct); Common Stock — 199,345 shares (Direct)
Footnotes (2)
  1. F1. Reference is made to the 306,236 restricted stock units ("RSUs") granted and vested to the Reporting Person under the NeurAxis, Inc. 2022 Omnibus Securities and Incentive Plan as discussed below, of which 112,558 shares were withheld by the Issuer to satisfy income tax withholding and remittance obligations in connection with the vesting of RSUs.
  2. F2. Following approval by the Company's Board of Directors and stockholders of the cancellation of stock options issued under the 2017 Innovative Health Solutions, Inc. Stock Compensation Plan and the grant of an equivalent number of RSUs under the NeurAxis, Inc. 2022 Omnibus Securities and Incentive Plan, the reporting person's stock options were canceled in exchange for an equivalent number of RSUs, which vested immediately upon grant.
Stock options canceled and converted 306,236 options/RSUs Stock options canceled and converted into an equivalent number of RSUs on 2026-08-24
RSUs granted and vested 306,236 RSUs RSUs granted and vested under the NeurAxis, Inc. 2022 Omnibus Securities and Incentive Plan
Shares withheld for taxes 112,558 shares Shares withheld to satisfy income tax withholding and remittance obligations upon RSU vesting
Common stock acquired 193,678 shares Shares of common stock acquired in connection with RSU vesting on 2026-08-24
Common stock held after transactions 199,345 shares Directly owned Neuraxis, INC common stock position after the reported transactions
Derivative conversion price $6.94 per option Reported price associated with the 306,236 stock options converted to RSUs
restricted stock units financial
"Reference is made to the 306,236 restricted stock units ("RSUs") granted and vested"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
RSUs financial
"306,236 restricted stock units ("RSUs") granted and vested to the Reporting Person"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
income tax withholding and remittance obligations financial
"shares were withheld by the Issuer to satisfy income tax withholding and remittance obligations"
Omnibus Securities and Incentive Plan financial
"under the NeurAxis, Inc. 2022 Omnibus Securities and Incentive Plan"
Conversion of derivative security financial
"transaction_code_description": "Conversion of derivative security""

FAQ

What insider equity transactions did NRXS report for Thomas Joeseph Carrico on 2026-08-24?

On 2026-08-24, Neuraxis, INC reported that 306,236 stock options were canceled and converted into 306,236 RSUs, which vested immediately, and that 193,678 shares of common stock were acquired for the reporting person, subject to tax withholding.

How many Neuraxis (NRXS) stock options were canceled and converted to RSUs?

The reporting person had 306,236 stock options canceled in exchange for an equivalent 306,236 RSUs under the NeurAxis, Inc. 2022 Omnibus Securities and Incentive Plan, as approved by the company’s board of directors and stockholders.

How many NRXS shares were withheld for taxes in the RSU vesting?

In connection with the vesting of 306,236 RSUs, Neuraxis, INC stated that 112,558 shares were withheld to satisfy income tax withholding and remittance obligations related to the vesting of those RSUs.

What is Thomas Joeseph Carrico’s resulting NRXS common stock holding after these transactions?

Following the reported transactions on 2026-08-24, the reporting person directly held 199,345 shares of Neuraxis, INC common stock, as disclosed in the Form 4 data.

Were the Neuraxis (NRXS) RSUs from this filing immediately vested?

Yes. The company disclosed that the 306,236 RSUs granted in exchange for canceled stock options under the 2022 Omnibus Securities and Incentive Plan vested immediately upon grant following board and stockholder approval.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Carrico Thomas Joeseph

(Last)(First)(Middle)
11611 N. MERIDIAN ST,
SUITE 330

(Street)
CARMEL INDIANA 46032

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Neuraxis, INC [ NRXS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
CRO, CCO, CPO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/24/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/24/2026A193,678(1)A(1)199,345D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options(2)08/24/2026C306,236 (2) (2)Common Stock306,236$6.940D
RSU(2)08/24/2026A306,236 (2) (2)Common Stock(2)(2)306,236D
RSU(2)08/24/2026C306,236 (2) (2)Common Stock(2)(2)0D
Explanation of Responses:
1. Reference is made to the 306,236 restricted stock units ("RSUs") granted and vested to the Reporting Person under the NeurAxis, Inc. 2022 Omnibus Securities and Incentive Plan as discussed below, of which 112,558 shares were withheld by the Issuer to satisfy income tax withholding and remittance obligations in connection with the vesting of RSUs.
2. Following approval by the Company's Board of Directors and stockholders of the cancellation of stock options issued under the 2017 Innovative Health Solutions, Inc. Stock Compensation Plan and the grant of an equivalent number of RSUs under the NeurAxis, Inc. 2022 Omnibus Securities and Incentive Plan, the reporting person's stock options were canceled in exchange for an equivalent number of RSUs, which vested immediately upon grant.
/s/ Thomas Carrico08/26/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)