Ovid (NASDAQ: OVID) CBFO gets major equity awards, small tax sale

Rhea-AI Filing Summary

Ovid Therapeutics Inc. chief business and financial officer Rona Jeffrey reported a mix of equity grants and a small tax-related sale. On February 26, 2026, Jeffrey received an option to purchase 408,750 shares of Common Stock and a grant of 68,125 shares of Common Stock as a restricted stock unit award, both at a price per share of $0.00. The RSUs vest in three equal annual installments beginning February 20, 2027, and the stock options vest in 48 equal monthly installments beginning March 20, 2026, conditioned on continued service.

On February 23, 2026, Jeffrey sold 8,541 shares of Common Stock at a weighted average price of $1.45 per share. According to the disclosure, this sale was a mandatory “sell to cover” transaction to satisfy statutory tax withholding obligations triggered by restricted stock unit vesting, not a discretionary sale decision.

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

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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^*

Rona Jeffrey A

(Last) (First) (Middle)

C/O OVID THERAPEUTICS INC.

441 NINTH AVENUE

(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)

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

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		8,541(1)	D	$1.45(2)	88,188(3)	D
Common Stock	02/26/2026		A		68,125(4)	A	$0(5)	156,313	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		408,750		(6)	02/25/2036	Common Stock	408,750	$0	408,750	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 $1.49, 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. Includes 28,756 shares acquired under the Issuer's employee stock purchase plan.

4. Represents a restricted stock unit ("RSU") award. The RSUs will vest in three equal annual installments commencing on February 20, 2027, subject to the Reporting Person's continuous service through each such vesting date.

5. Each RSU represents a contingent right to receive one share of Common Stock.

6. 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	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.
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FAQ

What insider transactions did Ovid (OVID) report for Rona Jeffrey?

Ovid reported that CBFO Rona Jeffrey received a large stock option grant and a restricted stock unit award, and sold 8,541 shares. The sale was solely to cover tax withholding obligations arising from vesting, rather than a discretionary decision to reduce her position.

How many Ovid (OVID) stock options were granted to Rona Jeffrey?

Rona Jeffrey was granted an option to purchase 408,750 shares of Ovid Common Stock. These options vest in 48 equal monthly installments starting March 20, 2026, contingent on her continued service, creating a long-term, time-based equity incentive tied to ongoing employment.

What restricted stock unit award did Rona Jeffrey receive from Ovid (OVID)?

Jeffrey received a restricted stock unit award covering 68,125 shares of Ovid Common Stock. The RSUs vest in three equal annual installments beginning February 20, 2027, subject to continuous service. Each RSU converts into one share when vesting requirements are satisfied under the award terms.

Why did Rona Jeffrey sell 8,541 shares of Ovid (OVID) stock?

The 8,541 shares were sold to cover statutory tax withholding triggered by RSU vesting. The company required this “sell to cover” transaction under its equity incentive plans, so the sale was not a discretionary decision by Jeffrey to liquidate shares in the open market.

At what price were Rona Jeffrey’s Ovid (OVID) shares sold in the tax sale?

The sale was executed at a weighted average price of $1.45 per share. The transaction included multiple trades within a range of $1.45 to $1.49, and the company notes that detailed trade-level information is available upon request from investors or regulators.

How do Rona Jeffrey’s new Ovid (OVID) equity awards vest over time?

The stock options vest in 48 equal monthly installments starting March 20, 2026, while the RSUs vest in three equal annual tranches beginning February 20, 2027. Both vesting schedules require Jeffrey to remain in continuous service with Ovid to receive each future installment.