Was the VTGN insider transaction an open-market buy or a plan-related acquisition?

The transaction was a plan-related acquisition under Vistagen’s 2019 Employee Stock Purchase Plan. The Form 4 classifies it as a grant or award acquisition, exempt under Rule 16b-3, rather than a discretionary open-market stock purchase.

What is Reid G. Adler’s Vistagen (VTGN) share ownership after this Form 4 transaction?

After the reported transaction, Reid G. Adler directly owns 60,868 shares of Vistagen common stock. This total reflects the addition of 36,818 shares acquired through the 2019 Employee Stock Purchase Plan as disclosed in the Form 4 filing.

Vistagen CLO acquires 36,818 shares via ESPP

Vistagen Therapeutics Chief Legal Officer Reid G. Adler increased his holdings through the company’s employee stock purchase plan.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

Rhea-AI Filing Summary

Vistagen Therapeutics Chief Legal Officer Reid G. Adler increased his holdings through the company’s employee stock purchase plan. Adler acquired 36,818 shares of common stock on June 30, 2026 at an average price of $0.1921 per share, pursuant to Vistagen’s 2019 Employee Stock Purchase Plan.

This compensation-related transaction is classified as a grant or award acquisition and was exempt under Rule 16b-3. Adler purchased the maximum amount permitted under the plan and now directly owns 60,868 shares of Vistagen common stock.

Insider Trade Summary

Grant/Award: 36,818 shares

Grant/Award 1 txn

Insider Adler Reid G.

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	36,818	$0.1921	$7K

Holdings After Transaction: Common Stock — 60,868 shares (Direct)

Footnotes (1)

F1. Represents acquisition of shares under the Issuer's 2019 Employee Stock Purchase Plan, as amended (the "ESPP"), in a transaction exempt under Rule 16b-3 and Rule 16b-3(d). The Reporting Person purchased the maximum amount permitted under the ESPP.

Key Figures

Shares acquired: 36,818 shares Purchase price per share: $0.1921 per share Total shares owned after: 60,868 shares

3 metrics

Shares acquired 36,818 shares Common stock acquired on June 30, 2026 under ESPP

Purchase price per share $0.1921 per share Average price for ESPP acquisition

Total shares owned after 60,868 shares Direct ownership following the transaction

Key Terms

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

3 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 regulatory

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

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

Grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Vistagen (VTGN) executive Reid G. Adler report in this Form 4?

Reid G. Adler, Vistagen’s Chief Legal Officer, reported acquiring 36,818 shares of common stock through the company’s 2019 Employee Stock Purchase Plan, at an average price of $0.1921 per share, increasing his direct ownership to 60,868 shares.

How many Vistagen (VTGN) shares did Reid G. Adler acquire and at what price?

Reid G. Adler acquired 36,818 shares of Vistagen common stock at an average price of $0.1921 per share. These shares were obtained through the company’s employee stock purchase plan as the maximum amount allowed under that plan.

Under what rules was the VTGN insider transaction by Reid G. Adler exempt?

The acquisition was exempt under Rule 16b-3 and Rule 16b-3(d). These rules generally provide exemptions for certain issuer-approved, plan-based transactions by officers and directors, such as purchases through an employee stock purchase plan like Vistagen’s 2019 ESPP.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 07/02/2026 - 04:34 PM EDT

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^*

Adler Reid G.

(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 Legal 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/30/2026		A⁽¹⁾	V	36,818	A	$0.1921	60,868	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents acquisition of shares under the Issuer's 2019 Employee Stock Purchase Plan, as amended (the "ESPP"), in a transaction exempt under Rule 16b-3 and Rule 16b-3(d). The Reporting Person purchased the maximum amount permitted under the ESPP.

	/s/ Nick B. Tressler, Attorney-in-Fact	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)

Source: View Original Filing on SEC EDGAR