NRXS Form 4: Timothy Henrichs Receives Four RSU Grants Totaling 242,017 Shares

Rhea-AI Filing Summary

Neuraxis, Inc. (NRXS) reporting person Timothy Robert Henrichs received restricted stock unit (RSU) awards as compensation and hiring/bonus grants totaling 242,017 RSUs across four grants. The reported grant dates are 01/03/2025, 03/04/2025 and 03/18/2025. Each grant is described as vesting in full at the end of 36 months. The awards convert into an equal number of common shares upon vesting: 8,037; 100,000; 66,000; and 67,980 shares respectively. The Form 4 lists per-share figures of $2.43 for the 03/18/2025 and 01/03/2025 grants and $2.18 for the 03/04/2025 grant, and indicates these RSUs were granted as compensation for services as an independent director, a hiring grant, a bonus, and under the Long-Term Incentive Plan. The filing is signed by the reporting person on 09/10/2025.

Positive

• Clear disclosure of four RSU grants with dates, amounts, and vesting terms
• Total of 242,017 RSUs granted, each described with the specific plan or purpose (independent director compensation, hiring grant, bonus, LTIP)
• Uniform 36‑month vesting creates a retention mechanism aligning the reporting person’s interests with longer‑term shareholder value

Negative

• None.

Insights

Financial Analyst

TL;DR: Executive received time‑based RSU awards totaling 242,017 shares, vesting over 36 months, indicating compensation alignment with long‑term performance.

The Form 4 shows four RSU grants to Timothy Henrichs totaling 242,017 RSUs that convert to common stock upon vesting. Grant dates span January through March 2025 with listed per‑share reference amounts of $2.43 and $2.18. All awards vest in full after 36 months, creating a multi‑year retention schedule. For modeling, treat these as potential share issuance over the vesting horizon rather than immediate dilution because they are time‑based and contingent on continued service. The filing provides clear terms on vesting period and classifications (hiring grant, bonus, independent director compensation, LTIP).

Corporate Governance Expert

TL;DR: Grants are routine time‑based RSUs with standard 36‑month vesting; disclosure is clear and complies with Section 16 reporting.

The disclosure identifies Henrichs as CFO and an independent director for the purposes of certain RSUs and documents four separate RSU awards with explicit vesting periods and share amounts. The Form 4 cites the nature of each award (director compensation, hiring, bonus, Long‑Term Incentive Plan) and includes the reporting signature dated 09/10/2025. From a governance perspective, these awards follow common practice of multi‑year vesting to align management/director incentives with shareholder interests. The filing does not state performance conditions—only time‑based vesting is described.

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)
01/03/2025

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
RSU	(1)	03/18/2025		A		8,037		(1)	(1)	Common Stock	8,037	$2.43	8,037	D
RSU	(2)	03/18/2025		A		100,000		(2)	(2)	Common Stock	100,000	$2.43	100,000	D
RSU	(3)	03/04/2025		A		66,000		(3)	(3)	Common Stock	66,000	$2.18	66,000	D
RSU	(4)	01/03/2025		A		67,980		(4)	(4)	Common Stock	67,980	$2.42	67,980	D

Explanation of Responses:

1. These shares of common stock are restricted stock units (RSUs) granted to the reporting person as compensation for services as independent director of the Issuer. The RSUs will vest in full at the end of 36 months.

2. These shares of common stock are RSUs granted to the reporting person as the hiring grant. The RSUs will vest in full at the end of 36 months

3. These shares of common stock are RSUs granted to the reporting person as bonus under Neuraxis, Inc. 2022 Omnibus Securities and Incentive Plan, as amended. The RSUs will vest in full at the end of 36 months.

4. These shares of common stock are RSUs granted to the reporting person under the Long-Term Incentive Plan. The RSUs will vest in full at the end of 36 months.

	/s/ Timothy Henrichs	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).
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FAQ

What RSU grants did Neuraxis (NRXS) reporting person Timothy Henrichs receive?

He received four RSU awards totaling 242,017 RSUs: 8,037, 100,000, 66,000, and 67,980 shares.

When do the RSU awards to Timothy Henrichs vest?

Each award is stated to vest in full at the end of 36 months from grant as described in the Form 4 explanations.

What are the grant dates and per‑share reference amounts listed on the Form 4?

Grant dates include 01/03/2025, 03/04/2025, and 03/18/2025. Per‑share figures listed are $2.43 for the 03/18/2025 and 01/03/2025 grants and $2.18 for the 03/04/2025 grant.

What roles does the Form 4 list for Timothy Henrichs at Neuraxis?

The Form 4 indicates he is an Officer (Chief Financial Officer) and an independent director per the award explanations.

When was the Form 4 signed by the reporting person?

The form shows the signature date as 09/10/2025.