ESPP grant gives Vistagen (NASDAQ: VTGN) CFO 11,712 new shares

Rhea-AI Filing Summary

Tressler Nick B. reported acquisition or exercise transactions in this Form 4 filing.

Vistagen Therapeutics, Inc. Chief Financial Officer Nick B. Tressler received 11,712 shares of common stock on June 30, 2026 through the company’s 2019 Employee Stock Purchase Plan at $0.1921 per share. Following this compensation-related grant, he directly holds 11,712 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Tressler Nick B.

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	11,712	$0.1921	$2K

Holdings After Transaction: Common Stock — 11,712 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares acquired: 11,712 shares Price per share: $0.1921 per share Total holdings after transaction: 11,712 shares

3 metrics

Shares acquired 11,712 shares Common stock acquired on June 30, 2026

Price per share $0.1921 per share Acquisition under 2019 Employee Stock Purchase Plan

Total holdings after transaction 11,712 shares Direct ownership by CFO following Form 4 transaction

Key Terms

2019 Employee Stock Purchase Plan, Rule 16b-3(c), Rule 16b-3(d), Grant, award, or other acquisition

4 terms

2019 Employee Stock Purchase Plan financial

"Represents acquisition of shares under the Issuer's 2019 Employee Stock Purchase Plan, as amended"

Rule 16b-3(c) regulatory

"in a transaction exempt under Rule 16b-3(c) and Rule 16b-3(d)"

An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.

Rule 16b-3(d) regulatory

"in a transaction exempt under Rule 16b-3(c) and Rule 16b-3(d)"

Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.

Grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 04:18 PM Accepted by SEC EDGAR 07/02/2026 - 04:17 PM Learn about SEC filing dates

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^*

Tressler Nick B.

(Last) (First) (Middle)

C/O VISTAGEN THERAPEUTICS, INC.

343 ALLERTON AVENUE

(Street)

SOUTH SAN FRANCISCO CALIFORNIA 94080

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Vistagen Therapeutics, Inc. [ VTGN ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/30/2026		A(1)	V	11,712	A	$0.1921	11,712	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. Represents acquisition of shares under the Issuer's 2019 Employee Stock Purchase Plan, as amended, in a transaction exempt under Rule 16b-3(c) and Rule 16b-3(d).

	/s/ Nick B. Tressler	07/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Vistagen Therapeutics (VTGN) report for its CFO?

Vistagen reported that CFO Nick B. Tressler received 11,712 shares of common stock. The shares were acquired under the company’s 2019 Employee Stock Purchase Plan as a compensation-related award, not an open-market purchase or sale.

How many Vistagen (VTGN) shares does the CFO hold after this Form 4?

After this transaction, Vistagen CFO Nick B. Tressler directly holds 11,712 shares of common stock. The entire reported position comes from this single compensation-related acquisition on June 30, 2026 under the company’s employee stock purchase plan.

What was the price per share for the Vistagen (VTGN) CFO’s stock acquisition?

The 11,712 shares acquired by Vistagen’s CFO were priced at $0.1921 per share. This reflects the purchase price under the 2019 Employee Stock Purchase Plan rather than a regular market trade on a public exchange.

What plan was used for the Vistagen (VTGN) CFO’s share acquisition?

The shares were acquired under Vistagen’s 2019 Employee Stock Purchase Plan, as amended. The filing notes the transaction is exempt under Rule 16b-3(c) and Rule 16b-3(d), indicating it is a standard, board-approved compensation arrangement.

Is the Vistagen (VTGN) CFO’s Form 4 transaction a market buy or a compensation grant?

The reported transaction is a compensation-related grant through the employee stock purchase plan, not an open-market buy. It is coded as an acquisition under transaction code A and occurs under Rule 16b-3 exemptions for employee benefit plans.