Director Kevin Fitzgerald awarded Ovid Therapeutics (OVID) RSU compensation

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Fitzgerald Kevin Joseph reported acquisition or exercise transactions in this Form 4 filing.

Ovid Therapeutics Inc. director Kevin Joseph Fitzgerald received a grant of 17,578 shares of common stock as a restricted stock unit (RSU) award valued at $45,000, in lieu of his annual cash retainer for board service. The RSUs were granted at $2.56 per share and vest 25% immediately, with the remaining 25% tranches scheduled on June 30, 2026, September 30, 2026, and December 31, 2026, subject to his continued service. Following this compensation award, he directly holds 17,578 shares reported in this filing.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Fitzgerald Kevin Joseph

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	17,578	$2.56	$45K

Holdings After Transaction: Common Stock — 17,578 shares (Direct)

Footnotes (1)

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Key Figures

RSU shares granted: 17,578 shares Grant price per share: $2.56 per share Annual retainer amount: $45,000 +3 more

6 metrics

RSU shares granted 17,578 shares Restricted stock unit award to director on April 7, 2026

Grant price per share $2.56 per share Value used for RSU award calculation

Annual retainer amount $45,000 Cash retainer replaced by RSU award under director policy

Immediate vesting portion <percent>25%</percent> Portion of RSUs vesting upon grant

Remaining vesting schedule <percent>75%</percent> Equal 25% tranches on June 30, 2026, September 30, 2026, and December 31, 2026

Shares held after transaction 17,578 shares Total direct holdings reported following RSU grant

Key Terms

restricted stock unit ("RSU"), Non-Employee Director Compensation Policy, annual cash retainer, vest, +1 more

5 terms

restricted stock unit ("RSU") financial

"Represents a restricted stock unit ("RSU") award issued to the Reporting Person"

Non-Employee Director Compensation Policy financial

"pursuant to the Issuer's Non-Employee Director Compensation Policy in lieu of an annual cash retainer"

annual cash retainer financial

"in lieu of an annual cash retainer for service on the Issuer's Board of Directors in the aggregate amount of $45,000"

vest financial

"The RSUs vest 25% upon grant and 25% on each of June 30, 2026, September 30, 2026 and December 31, 2026"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

continuous service financial

"subject to the Reporting Person's continuous service through each such vesting date"

Form 4 Insider Transactions: What Each Field Means →

04/09/2026 - 05:15 PM

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).

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^*

Fitzgerald Kevin Joseph

(Last)

(First)

(Middle)

C/O OVID THERAPEUTICS INC.

441 NINTH AVENUE

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Ovid Therapeutics Inc. [ OVID ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/07/2026		A⁽¹⁾		17,578	A	$2.56	17,578	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents a restricted stock unit ("RSU") award issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy in lieu of an annual cash retainer for service on the Issuer's Board of Directors in the aggregate amount of $45,000. The RSUs vest 25% upon grant and 25% on each of June 30, 2026, September 30, 2026 and December 31, 2026, subject to the Reporting Person's continuous service through each such vesting date.

	/s/ Jeffrey Rona, Attorney-in-Fact	04/09/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did OVID report for director Kevin Joseph Fitzgerald?

Ovid Therapeutics reported that director Kevin Joseph Fitzgerald received 17,578 restricted stock units (RSUs) of common stock as compensation. The award replaces a $45,000 annual cash retainer for board service, with shares vesting over time instead of an immediate cash payment.

How large is Kevin Fitzgerald’s RSU grant from Ovid Therapeutics (OVID)?

Kevin Fitzgerald’s RSU grant covers 17,578 shares of Ovid Therapeutics common stock at $2.56 per share. The total award corresponds to a $45,000 annual retainer, delivered as equity rather than cash under the company’s non-employee director compensation policy.

How do Kevin Fitzgerald’s OVID RSUs vest over time?

The RSUs vest 25% upon grant, giving immediate partial ownership, then 25% on June 30, 2026, September 30, 2026, and December 31, 2026. Each future vesting date requires Kevin Fitzgerald to remain in continuous service on Ovid Therapeutics’ board through that date.

Is Kevin Fitzgerald’s OVID Form 4 transaction an open-market stock purchase?

No, the Form 4 shows a grant/award acquisition of RSUs, not an open-market stock purchase. The shares are issued as equity compensation under Ovid Therapeutics’ Non-Employee Director Compensation Policy, replacing a cash retainer, and vest based on ongoing board service.

How many Ovid Therapeutics shares does Kevin Fitzgerald hold after this RSU grant?

After the RSU grant, Kevin Fitzgerald is reported as directly holding 17,578 shares of Ovid Therapeutics common stock. These shares arise from the RSU award and will fully vest only if he meets the specified continued service conditions through the scheduled vesting dates.