[Form 4] Vistagen Therapeutics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Vistagen Therapeutics director Mary L. Rotunno was granted a non-qualified stock option to buy 17,600 shares of common stock at an exercise price of $3.61. The option grant was reported with a transaction date of 09/09/2025 and a filing signature dated 09/11/2025. The options vest in twelve equal monthly installments beginning on the grant date and expire on 09/09/2035. The reporting person is identified as a director and the Form 4 was filed by one reporting person.

Insights

Corporate Governance Expert

TL;DR: Routine director equity grant designed to align interests with shareholders; vesting is monthly over one year.

The reported grant of 17,600 non-qualified stock options at $3.61 with monthly vesting over 12 months is a standard compensation mechanism for a director. Monthly vesting beginning on the grant date accelerates alignment with short-term retention goals rather than a multi-year hold. The ten-year term to 09/09/2035 is typical for options. There is no disclosure here of additional special vesting conditions, acceleration rights, or other compensation elements.

Securities Analyst

TL;DR: Transaction is a routine insider option grant with limited immediate market impact absent larger disclosure.

The Form 4 documents a director-level option grant for 17,600 shares at an exercise price of $3.61, exercisable per the vesting schedule and expiring in 2035. The filing contains no information about other holdings, prior grants, or exercises, so its standalone materiality appears limited. The disclosure is complete for the specified grant: date, amount, price, vesting cadence, and expiration are provided.

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^*

Rotunno Mary L.

(Last) (First) (Middle)

C/O VISTAGEN THERAPEUTICS, INC.

343 ALLERTON AVE

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

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

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
Non-Qualified Stock Option (right to buy)	$3.61	09/09/2025		A		17,600		(1)	09/09/2035	Common Stock	17,600	$0.0	17,600	D

Explanation of Responses:

1. Represents stock options granted pursuant to the Issuer's Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended, which vest in twelve equal monthly installments, beginning on the date of the grant.

	/s/ Cynthia Anderson, Attorney-in-Fact	09/11/2025
	** 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 did VTGN director Mary Rotunno receive according to the Form 4?

The Form 4 reports a grant of 17,600 non-qualified stock options to purchase common stock at an exercise price of $3.61.

When was the option grant for VTGN reported and when does it expire?

The transaction date is 09/09/2025, the Form 4 signature date is 09/11/2025, and the options expire on 09/09/2035.

How do the VTGN options vest for the reporting person?

The options vest in twelve equal monthly installments beginning on the grant date.

What is the reporting person's role at VTGN?

The reporting person, Mary L. Rotunno, is identified on the form as a director of Vistagen Therapeutics.

Was the Form 4 filed jointly or by one reporting person?

The filing indicates the Form 4 was filed by one reporting person.