NXGL Insider Sale: Director Disposes 7,697 Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

NEXGEL director Henry Scott Robert sold 7,697 shares of the company's common stock on 09/25/2025 under a pre-established Rule 10b5-1 trading plan at a weighted average price of $2.3579 per share. The shares were originally purchased on 03/01/2024. After the sale, the reporting person beneficially owns 121,356 shares, held directly. The filer notes the sale prices ranged from $2.3500 to $2.3900 and offers to provide a breakdown of shares sold at each price if requested.

Positive

• Sale executed under Rule 10b5-1 plan, providing procedural clarity about the timing of the transaction
• Reporting discloses original purchase date of the sold shares (03/01/2024), improving transparency
• Substantial remaining direct ownership of 121,356 shares indicates continued alignment with shareholders

Negative

• Insider disposed of 7,697 shares, representing a reduction in the director's stake
• Weighted-average sale price disclosure ( $2.3579 ) indicates sale occurred near recent trading levels, which may reflect limited premium

Insights

Securities Analyst

TL;DR: A director executed a small open-market sale under a 10b5-1 plan, leaving substantial direct ownership.

The transaction is routine insider liquidity executed via a Rule 10b5-1 plan, which reduces timing concerns about selective trading. The sale size (7,697 shares) should be evaluated relative to the director's remaining direct holding of 121,356 shares to assess ongoing alignment with shareholders. The weighted-average sale price of $2.3579 and disclosed price range provide clarity on execution.

Corporate Governance Expert

TL;DR: The disclosure follows standard governance practice using a documented 10b5-1 plan and includes provenance of the sold shares.

The report appropriately discloses that the sold shares were purchased on 03/01/2024 and that the sale was executed under a 10b5-1 plan, which strengthens the procedural defensibility of the transaction. The reporting form indicates direct beneficial ownership after the sale, which is material to assessing director alignment with shareholders.

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).

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)
09/25/2025

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	09/25/2025		S		7,697(1)	D	$2.3579(2)	121,356	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. Represents the weighted average of open market sale transactions ranging from $2.3500 to $2.3900 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	09/29/2025
	** 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 NEXGEL (NXGL) insider Henry Scott Robert do?

He sold 7,697 shares of NEXGEL common stock on 09/25/2025 under a Rule 10b5-1 trading plan.

At what price were the NXGL shares sold?

The weighted-average sale price was $2.3579, with individual sale prices ranging from $2.3500 to $2.3900 per share.

How many NXGL shares does the reporting director own after the sale?

121,356 shares of common stock are beneficially owned by the reporting person following the transaction.

Were the sold shares originally acquired recently?

Yes; the sold shares were originally purchased in the open market on 03/01/2024.

Was the sale part of an approved trading plan?

Yes; the sale was executed pursuant to a Rule 10b5-1 trading plan.