Tax-cover sale as Ovid Therapeutics (OVID) CEO granted 1,435,000 options

Rhea-AI Filing Summary

Ovid Therapeutics President and CEO Margaret A. Alexander reported two equity transactions. She received an employee stock option for 1,435,000 shares at an exercise price of $0.00, which will vest in 48 equal monthly installments starting on March 20, 2026, contingent on continued service.

Separately, she sold 11,656 shares of common stock at a weighted average price of $1.45 per share. According to the disclosure, this was a mandatory “sell to cover” transaction to satisfy statutory tax withholding from vesting restricted stock units, and is described as not a discretionary sale. After the sale, she directly owned 61,750 common shares and held the newly granted option for 1,435,000 shares.

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^*

ALEXANDER MARGARET A.

(Last) (First) (Middle)

C/O OVID THERAPEUTICS INC.

441 NINTH AVENUE, 14TH FLOOR

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		S		11,656(1)	D	$1.45(2)	61,750	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
Employee Stock Option (Right to Buy)	$1.65	02/26/2026		A		1,435,000		(3)	02/25/2036	Common Stock	1,435,000	$0	1,435,000	D

Explanation of Responses:

1. Represents the number of shares required to be sold to cover the statutory tax withholding obligations in connection with the vesting of the restricted stock units. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of minimum statutory tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary sale by the Reporting Person.

2. The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $1.45 to $1.48, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The shares subject to the stock option will vest in 48 equal monthly installments commencing on March 20, 2026, subject to the Reporting Person's continued services through each such date.

	/s/ Jeffrey Rona, Attorney-in-Fact	03/02/2026
	** 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.

FAQ

What equity award did OVID CEO Margaret Alexander receive in this Form 4?

Margaret Alexander received an employee stock option covering 1,435,000 shares at an exercise price of $0.00. The option vests in 48 equal monthly installments beginning March 20, 2026, subject to her continued service with Ovid Therapeutics.

How do the new OVID stock options for the CEO vest over time?

The CEO’s new option for 1,435,000 shares vests in 48 equal monthly installments starting on March 20, 2026. Each month a portion becomes exercisable, provided she continues to serve Ovid Therapeutics through each applicable vesting date.

Why did the OVID CEO sell 11,656 shares of common stock?

The sale of 11,656 common shares was to cover statutory tax withholding from vesting restricted stock units. The company states this was a mandated “sell to cover” under its equity incentive plans, not a discretionary sale by the CEO.

At what price were the OVID shares sold in the CEO’s tax-cover transaction?

The 11,656 Ovid shares were sold at a weighted average price of $1.45 per share. The filing notes multiple trades occurred at prices between $1.45 and $1.48, and full trade details are available upon request to the company or regulators.

How many OVID shares does the CEO hold after these transactions?

After the reported transactions, the CEO directly holds 61,750 shares of common stock. She also holds an employee stock option for 1,435,000 shares, which will vest monthly over four years beginning March 20, 2026, subject to continued service.

Was the OVID CEO’s stock sale a discretionary open-market transaction?

The filing states the sale was not discretionary. It describes the 11,656-share sale as required to fund minimum statutory tax withholding on vesting restricted stock units, under a mandated “sell to cover” mechanism in Ovid Therapeutics’ equity incentive plans.