Scienture Holdings (SCNX) Co-CEO granted 500,000 restricted shares

Rhea-AI Filing Summary

Scienture Holdings, Inc. President & Co-CEO Narasimhan Mani reported multiple equity awards and a prior conversion transaction. On February 20, 2026, the board’s Compensation Committee approved an award of 500,000 restricted common shares as a discretionary stock bonus for 2025 performance, to be issued in three tranches during 2026 and each tranche vesting three years after issuance. Following this award, he holds 1,550,000 common shares directly.

Earlier, he received 750,000 restricted shares on April 14, 2025 and 300,000 restricted shares on October 1, 2025, each vesting in two equal annual installments beginning in 2026. An entity associated with him, Srivatsav, LLC, converted 1,357,538 shares of Series X Non-Voting Convertible Preferred Stock into common stock on September 19, 2024, and later transferred 20,000 common shares to a designee of NVK Finance, LLC as consideration for the lender’s consent to an amended loan agreement.

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^*

Narasimhan Mani

(Last) (First) (Middle)

C/O SCIENTURE HOLDINGS, INC.

20 AUSTIN BLVD.

(Street)

COMMACK NY 11725

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Scienture Holdings, Inc. [ SCNX ]

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & Co-CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2024

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, par value $0.00001	09/19/2024		C		1,357,538	A	(1)	1,415,515	I	By Srivatsav, LLC(2)
Common Stock, par value $0.00001	03/10/2025		J		20,000(3)	D	$0(3)	1,395,515	I	By Srivatsav, LLC(2)
Common Stock, par value $0.00001	04/14/2025		A		750,000(4)	A	$0	750,000	D
Common Stock, par value $0.00001	10/01/2025		A		300,000(5)	A	$0	1,050,000	D
Common Stock, par value $0.00001	02/20/2026		A		500,000(6)	A	$0	1,550,000	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
Series X Non-Voting Convertible Preferred Stock	(1)	09/19/2024		C			1,357,538	(1)	(1)	Common Stock, par value $0.00001	1,357,538	$0	0	I	By Srivatsav, LLC(2)

Explanation of Responses:

1. These shares of the Series X Non-Voting Convertible Preferred Stock, par value $0.00001 per share (the "Series X Preferred Stock"), of Scienture Holdings, Inc. (the "Issuer"), formerly known as TRxADE HEALTH, INC., automatically converted on a one-for-one basis into shares of the Issuer's common stock, par value $0.00001 per share ("Common Stock"), on the twentieth calendar day following the Issuer's mailing of an information statement on Schedule 14C in connection with the closing of the Issuer's previously announced acquisition of Scienture, Inc. on July 25, 2024 pursuant to an Agreement and Plan of Merger. The Series X Preferred Stock had no expiration date.

2. These securities are owned directly by Srivatsav, LLC ("Srivatsav"). As the Managing Member of Srivatsav, Dr. Narasimhan Mani may be deemed to be the indirect beneficial owner of securities held by Srivatsav. Dr. Mani disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

3. These shares of Common Stock were transferred by Srivatsav to a designee of NVK Finance, LLC (the "Lender") as consideration for the Lender's consent to certain transactions contemplated by that certain First Amendment to Loan and Security Agreement, dated November 22, 2024, entered into by the Issuer, the Lender, Dr. Mani, and certain other parties thereto.

4. These shares of restricted Common Stock ("Restricted Shares") vest in two equal annual installments beginning on April 14, 2026.

5. These Restricted Shares vest in two equal annual installments beginning on October 1, 2026.

6. On February 20, 2026, the Compensation Committee of the Issuer's Board of Directors approved the award of these Restricted Shares as a discretionary stock bonus for performance in 2025. The Restricted Shares will be issued in three tranches of 166,666 shares on June 1, 2026, 166,667 shares on September 1, 2026, and 166,667 shares on December 1, 2026. Each tranche of Restricted Shares will vest three years following its respective issuance date.

	/s/ Kate L. Bechen, as attorney-in-fact for Narasimhan Mani	03/12/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did SCNX President & Co-CEO Narasimhan Mani report?

He reported several equity awards and one restructuring transfer. These include multiple grants of restricted common stock and an earlier conversion of Series X Non-Voting Convertible Preferred Stock into common shares through Srivatsav, LLC, plus a 20,000-share transfer tied to a loan amendment.

How many Scienture Holdings (SCNX) shares were granted to Narasimhan Mani in 2026?

On February 20, 2026, the Compensation Committee approved 500,000 restricted common shares for Narasimhan Mani. The award is a discretionary stock bonus for 2025 performance, to be issued in three tranches during 2026, each vesting three years after its respective issuance date.

What are the vesting terms of Narasimhan Mani’s 2025 restricted stock awards at SCNX?

The 750,000 restricted shares granted April 14, 2025 vest in two equal annual installments beginning April 14, 2026. The 300,000 restricted shares granted October 1, 2025 vest in two equal annual installments beginning October 1, 2026, aligning vesting with future service.

What was the Series X Preferred Stock conversion disclosed for Scienture Holdings (SCNX)?

Srivatsav, LLC converted 1,357,538 shares of Series X Non-Voting Convertible Preferred Stock into 1,357,538 common shares on September 19, 2024. The preferred automatically converted one-for-one after a Schedule 14C mailing related to Scienture, Inc.’s acquisition closing on July 25, 2024.

Who is Srivatsav, LLC in relation to SCNX insider Narasimhan Mani?

Srivatsav, LLC directly owns certain Scienture Holdings securities. As its managing member, Dr. Narasimhan Mani may be deemed an indirect beneficial owner, but he disclaims beneficial ownership except to the extent of his pecuniary interest in the securities held by Srivatsav, LLC.

Why were 20,000 Scienture Holdings (SCNX) shares transferred from Srivatsav, LLC?

Srivatsav transferred 20,000 common shares to a designee of NVK Finance, LLC. The transfer served as consideration for the lender’s consent to transactions under a First Amendment to the Loan and Security Agreement dated November 22, 2024, involving the company and Dr. Mani.

How many Scienture Holdings (SCNX) shares does Narasimhan Mani hold directly after these awards?

After the February 20, 2026 restricted stock award, Narasimhan Mani directly holds 1,550,000 common shares of Scienture Holdings. This figure reflects his direct ownership only and does not include securities held indirectly through Srivatsav, LLC or other entities.