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

Rhea-AI Filing Summary

Form 4 Overview – Carvana Co. (CVNA)

Chief Executive Officer and 10% owner Ernest C. Garcia III reported a series of open-market sales of Class A common stock executed on 27 June 2025 and 30 June 2025 under a Rule 10b5-1 trading plan adopted on 13 December 2024.

• Total shares sold: 19,580 (across two family trusts)
• Price range: $306.84 – $334.63 per share; volume-weighted averages disclosed for each trade block
• Estimated proceeds: roughly $6 million (weighted average ≈ $320/share)
• Residual ownership: • Direct: 925,613 shares
  • Indirect (Ernest Irrevocable 2004 Trust III): 701,650 shares
  • Indirect (Ernest C. Garcia III Multi-Generational Trust III): 801,650 shares
  • Total continuing beneficial ownership: ≈ 2.43 million shares

The reported transactions represent <~1% of Garcia’s post-transaction holdings and are spread over two trading days, limiting immediate market impact. Because the sales were pre-scheduled under a 10b5-1 plan, they are generally viewed as routine liquidity events rather than a discretionary reduction in exposure.

No derivative securities were involved, and there were no purchases or option exercises disclosed.

Positive

• Sales executed under a pre-established Rule 10b5-1 plan, mitigating concerns of opportunistic trading.
• CEO retains a substantial 2.4 million-share stake, maintaining strong alignment with shareholders.

Negative

• Insider selling by the CEO can be perceived as a bearish signal despite its small relative size.
• No offsetting insider purchases were reported, offering limited positive sentiment.

Insights

Financial Analyst

TL;DR – Modest, pre-planned insider sale; limited fundamental impact.

The CEO’s divestiture totals 19.6k shares (~$6 m), only a fraction of his 2.4 m-share stake. Trades were executed under a December 2024 10b5-1 plan, signalling they were scheduled rather than opportunistic. While any selling by a founder-CEO attracts attention, the scale (≈0.8 % of his holdings and well below 0.1 % of CVNA’s float) is unlikely to alter the investment thesis or governance dynamics. I view the filing as neutral-to-slightly negative in sentiment, with negligible valuation impact.

Corporate Governance Expert

TL;DR – Governance safeguards in place; no red flags detected.

The use of a Rule 10b5-1 plan reduces concerns about information asymmetry and aligns with best-practice governance. Remaining ownership keeps Garcia’s economic incentives firmly tied to shareholder value. The dual-trust structure is typical for estate-planning purposes and doesn’t affect voting control. Overall, the filing is routine and not materially impactful to corporate governance risk.

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^*

Singh Shawn

(Last) (First) (Middle)

C/O VISTAGEN THERAPEUTICS, INC.

343 ALLERTON AVENUE

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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
Common Stock	06/30/2025		A(1)	V	7,541	A	$1.7	18,028	D
Common Stock								20,875	I	By The 1997 Singh Family Trust

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. The Reporting Person is voluntarily reporting the 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/ Cynthia Anderson, Attorney-in-Fact	07/01/2025
	** 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.
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FAQ

How many Carvana (CVNA) shares did CEO Ernest Garcia III sell?

The Form 4 shows sales of 19,580 Class A shares on 27 June 2025 and 30 June 2025.

What price range were the CVNA shares sold at?

Shares were sold between $306.84 and $334.63 per share, with volume-weighted averages disclosed for each block.

Was the insider selling pre-planned?

Yes. All transactions were executed under a Rule 10b5-1 trading plan adopted on 13 December 2024.

How many CVNA shares does the CEO still own after the sale?

Garcia retains roughly 2.43 million shares (925,613 direct and about 1.5 million through two trusts).

Does this filing involve any derivative securities or option exercises?

No. Only open-market sales of Class A common stock were reported; no derivatives were listed in Table II.

What percentage of his holdings did the CEO sell?

The 19,580 shares represent less than 1 % of Garcia’s total post-transaction holdings.