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Neuraxis (NRXS) CEO converts 320K options into RSUs, gains 199K shares

(Very High)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Neuraxis, INC (NRXS) reported equity compensation changes for Chief Executive Officer Brian Allen Carrico. On 2026-08-24, 320,000 stock options previously issued under a prior plan were canceled and converted into an equivalent 320,000 RSUs under the 2022 Omnibus Plan, with the RSUs vesting immediately upon grant. In connection with vesting, 120,812 shares of common stock were withheld to satisfy income tax obligations, and the remaining 199,188 shares were issued, bringing Carrico’s directly held common stock to 227,336 shares. These transactions were not reported as occurring under a Rule 10b5-1 trading plan.

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Insider Carrico Brian Allen
Role Chief Executive Officer
Type Security Shares Price Value
Conversion Stock Options F2 320,000 $6.94 $2.22M
Grant/Award RSU F2 320,000 -- --
Conversion RSU F2 320,000 -- --
Grant/Award Common Stock F1 199,188 -- --
Holdings After Transaction: Stock Options — 0 shares (Direct); RSU — 0 shares (Direct); Common Stock — 227,336 shares (Direct)
Footnotes (2)
  1. F1. Reference is made to the 320,000 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 120,812 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 320,000 options Options converted to RSUs on 2026-08-24 and then canceled
RSUs granted and vested 320,000 RSUs Granted and immediately vested under the 2022 Omnibus Plan
Shares withheld for income tax 120,812 shares Withheld to satisfy tax obligations on RSU vesting
Common shares issued from RSUs 199,188 shares Net shares issued to CEO after tax withholding
Common shares held after transactions 227,336 shares CEO’s directly owned Neuraxis common stock following Form 4 events
Reported option price $6.94 per option Price reported for 320,000 stock options converted on 2026-08-24
restricted stock units financial
"Reference is made to the 320,000 restricted stock units ("RSUs") granted"
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.
income tax withholding financial
"shares were withheld by the Issuer to satisfy income tax withholding"
Omnibus Securities and Incentive Plan financial
"under the NeurAxis, Inc. 2022 Omnibus Securities and Incentive Plan"
stock options financial
"cancellation of stock options issued under the 2017 Innovative Health"
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
vesting financial
"RSUs under the NeurAxis, Inc. 2022 Omnibus ... which vested immediately"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

What insider equity transactions did NRXS CEO Brian Allen Carrico report on this Form 4?

Brian Allen Carrico reported the cancellation and conversion of 320,000 stock options into 320,000 RSUs that vested immediately, and the issuance of 199,188 shares of Neuraxis common stock, with additional shares withheld to cover taxes.

How many Neuraxis (NRXS) RSUs were granted and vested to the CEO in this filing?

The CEO received a grant of 320,000 restricted stock units (RSUs) under the NeurAxis, Inc. 2022 Omnibus Securities and Incentive Plan, and these RSUs vested immediately upon grant following board and stockholder approval of the option-for-RSU exchange.

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

Upon vesting of the 320,000 RSUs, 120,812 shares of Neuraxis common stock were withheld by the company to satisfy income tax withholding and remittance obligations related to the vesting event, according to the filing footnote.

What net number of Neuraxis (NRXS) common shares did the CEO acquire in this Form 4?

After tax withholding on vested RSUs, the CEO acquired 199,188 shares of Neuraxis common stock. This increased his directly held common stock position to 227,336 shares following the reported transactions.

Did the NRXS CEO’s reported transactions occur under a Rule 10b5-1 trading plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not checked, and the footnotes describe the transactions as compensation-related (option cancellation and RSU grant/vesting), not as trades executed under a Rule 10b5-1 trading plan.

What happened to the Neuraxis (NRXS) stock options previously held by the CEO?

Stock options issued under the 2017 Innovative Health Solutions, Inc. Stock Compensation Plan were canceled and exchanged for an equivalent 320,000 RSUs under the 2022 Omnibus Plan, which vested immediately, leaving 0 options reported after the conversion.

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 Brian Allen

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
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 Stock08/24/2026A199,188(1)A(1)227,336D
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)08/24/2026C320,000 (2) (2)Common Stock320,000$6.940D
RSU(2)08/24/2026A320,000 (2) (2)Common Stock(2)(2)320,000D
RSU(2)08/24/2026C320,000 (2) (2)Common Stock(2)(2)0D
Explanation of Responses:
1. Reference is made to the 320,000 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 120,812 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/ Brian 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)