NXGL insider Robert Henry Scott trims holdings by 8,000 shares

Rhea-AI Filing Summary

NEXGEL, Inc. (NXGL) director Robert Henry Scott reported open-market sales under a Rule 10b5-1 plan. The earliest transaction date is 10/02/2025. He sold 825 shares on 10/02/2025 at $2.50 per share and 7,175 shares on 10/03/2025 at a weighted average price of $2.5502, reducing his direct holdings from 120,531 to 113,356 shares. The filing states the shares were originally purchased in the open market on 03/01/2024.

Positive

• Use of a Rule 10b5-1 trading plan indicates transactions were pre-arranged and not opportunistic
• Transparent disclosure of sale dates, prices, and original purchase date (03/01/2024)

Negative

• Reduction in direct ownership from 120,531 to 113,356 shares may marginally decrease insider stake
• Weighted-average sale price of $2.5502 is lower than many higher historical intraday prices (if any), which could limit proceeds

Insights

Corporate Governance Analyst

Director sold 8,000 NXGL shares under a pre-arranged 10b5-1 plan.

The transactions are recorded as open-market sales executed under a Rule 10b5-1 plan, with 825 shares sold at $2.50 on 10/02/2025 and 7,175 shares sold at a weighted average of $2.5502 on 10/03/2025. Ownership declined from 120,531 to 113,356 shares, showing a modest reduction in direct beneficial ownership.

Such sales under a 10b5-1 plan are typically pre-scheduled to avoid trading on material nonpublic information; the filing also discloses the original purchase date of 03/01/2024. Watch for subsequent Forms 4 that disclose any additional plan-based trades or changes in ownership that could materially affect insider ownership percentages in the near term.

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

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).

X

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^*

Henry Scott Robert

(Last) (First) (Middle)

C/O NEXGEL, INC.

2150 CABOT BLVD, WEST, SUITE B

(Street)

LANGHORNE PA 19047

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NEXGEL, INC. [ NXGL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2025

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
Common Stock	10/02/2025		S		825(1)	D	$2.5(2)	120,531	D
Common Stock	10/03/2025		S		7,175(1)	D	$2.5502(3)	113,356	D

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

Explanation of Responses:

1. The Reporting Person sold these shares pursuant to a Rule 10b5-1 trading plan. The shares were originally purchased by the Reporting Person in the open market on March 1, 2024.

2. The Reporting Person sold all 825 shares of common stock in the open market at a price of $2.5000 per share.

3. Represents the weighted average of open market sale transactions ranging from $2.5350 to $2.5700 per share. The Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price sold if requested by the Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.

	/s/ Scott Robert Henry	10/06/2025
	** 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).
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.

FAQ

What did NXGL director Robert Henry Scott sell?

He sold a total of 8,000 shares: 825 on 10/02/2025 at $2.50 and 7,175 on 10/03/2025 at a weighted average of $2.5502.

Were the NXGL sales part of a 10b5-1 plan?

Yes. The filing states the shares were sold pursuant to a Rule 10b5-1 trading plan.

How did the sales change the director's ownership in NXGL?

Direct beneficial ownership declined from 120,531 shares to 113,356 shares after these transactions.

When were the sold shares originally purchased?

The filing discloses the shares were originally purchased in the open market on 03/01/2024.

Does the Form 4 indicate any derivatives or option exercises?

No. Table II (derivative securities) shows no reported transactions; only open-market common stock sales are disclosed.