[Form 4] Neuraxis, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Brian Allen Carrico, Neuraxis, Inc. director and CEO, reported grants of restricted stock units (RSUs). The Form 4 shows three RSU grants: 10,000 shares (reported 03/04/2025) with a reported value per share of $2.18; 90,640 shares (reported 03/04/2025) at $2.18; and 70,019 shares (reported 01/03/2025) at $2.42. Each grant is described as restricted stock units that will vest in full at the end of 36 months under Neuraxis’s incentive plans. The table reports the number of shares beneficially owned following each reported transaction equal to the amounts granted. The filing is individually reported by Carrico and is signed on 09/10/2025.

Insights

Corporate Governance Expert

TL;DR: CEO received time‑based RSUs totaling 170,659 shares vesting over 36 months, aligning long‑term incentives with shareholders.

The grants are standard time‑based restricted stock units intended to retain executive leadership and align interests with shareholders through multi‑year vesting. The Form 4 lists three separate RSU awards with exercise/pricing references of $2.18 and $2.42, and each vests in full after 36 months under the issuer’s plans. From a governance perspective, these awards suggest retention-focused compensation rather than immediate cash payout or performance‑contingent acceleration. Documentation appears complete and properly reported on a single‑person filing.

Securities Analyst

TL;DR: Materiality is limited: the disclosure notifies market of dilution potential but shows no sale or purchase for cash.

The Form 4 discloses issuance of RSUs rather than open‑market transactions, so there is no immediate cash transfer or disposal. Total new RSUs reported sum to 170,659 shares, which represents potential future dilution when vested and settled. The reported per‑share reference amounts ($2.18 and $2.42) accompany the awards; however, these figures appear as grant valuation/pricing references and do not indicate open‑market trade prices. For investors, the filing signals management compensation actions but does not change current free float until vesting or settlement occurs.

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

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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^*

Carrico Brian Allen

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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)	03/04/2025		A		10,000		(1)	(1)	Common Stock	10,000	$2.18	10,000	D
RSU	(2)	03/04/2025		A		90,640		(2)	(2)	Common Stock	90,640	$2.18	90,640	D
RSU	(3)	01/03/2025		A		70,019		(3)	(3)	Common Stock	70,019	$2.42	70,019	D

Explanation of Responses:

1. These shares of common stock are restricted stock units (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.

2. 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.

3. 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/ Brian Carrico	09/10/2025
	** 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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