Vistagen (VTGN) awards stock options to its Chief Legal Officer

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Vistagen Therapeutics, Inc. disclosed that Chief Legal Officer Reid G. Adler received two stock option grants on April 7, 2026 under the company’s Amended and Restated 2019 Omnibus Equity Incentive Plan. He was granted an Incentive Stock Option for 18,753 shares and a Non-Qualified Stock Option for 56,247 shares of common stock, each with an exercise price of $0.5358 per share and expiring on April 7, 2036. According to the vesting terms, 25% of each option vests on the six-month anniversary of the April 7, 2026 grant date, with additional 25% installments every six months until fully vested on the two-year anniversary of the grant date.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Adler Reid G.

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Incentive Stock Option (right to buy)	18,753	$0.00	--
Grant/Award	Non-Qualified Stock Option (right to buy)	56,247	$0.00	--

Holdings After Transaction: Incentive Stock Option (right to buy) — 18,753 shares (Direct); Non-Qualified Stock Option (right to buy) — 56,247 shares (Direct)

Footnotes (1)

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Key Figures

Incentive Stock Options granted: 18,753 options Non-Qualified Stock Options granted: 56,247 options Option exercise price: $0.5358 per share +3 more

6 metrics

Incentive Stock Options granted 18,753 options Grant to Chief Legal Officer on April 7, 2026

Non-Qualified Stock Options granted 56,247 options Grant to Chief Legal Officer on April 7, 2026

Option exercise price $0.5358 per share Exercise price for both April 7, 2026 grants

Option expiration date April 7, 2036 Expiration for both new option grants

Initial vesting milestone 25% at six months Six-month anniversary of April 7, 2026 grant date

Full vesting period Two years from grant Fully vested on two-year anniversary of April 7, 2026

Key Terms

Incentive Stock Option, Non-Qualified Stock Option, Amended and Restated 2019 Omnibus Equity Incentive Plan, vesting, +1 more

5 terms

Incentive Stock Option financial

"Represents stock options (the "Options") granted pursuant to the Issuer's Amended and Restated 2019 Omnibus Equity Incentive Plan"

An incentive stock option is a type of employee benefit that gives a worker the right to buy company shares at a fixed price, with special tax advantages if the employee holds the shares for a required period. Think of it as a coupon to buy future shares at today’s price that can result in lower tax on the gain. Investors care because ISOs can dilute share count, align staff incentives with the stock price, and affect company compensation costs and the timing of potential share sales.

Non-Qualified Stock Option financial

"Non-Qualified Stock Option (right to buy)"

A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.

Amended and Restated 2019 Omnibus Equity Incentive Plan financial

"granted pursuant to the Issuer's Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended"

vesting financial

"25% of the Options will vest on the six-month anniversary"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Grant Date financial

"six-month anniversary of April 7, 2026 (the "Grant Date")"

The grant date is the day a company formally gives an employee or contractor the right to receive stock-based compensation, such as stock options or restricted shares. It matters to investors because it fixes key terms—like the price, the start of the ownership clock, and when the award will affect the company’s financial statements and share count—so it can influence dilution, reported expenses, and potential future selling pressure.

Form 4 Insider Transactions: What Each Field Means →

04/09/2026 - 08:33 PM

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 AVE

(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)
04/07/2026

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)

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)
Incentive Stock Option (right to buy)	$0.5358	04/07/2026		A		18,753		⁽¹⁾	04/07/2036	Common Stock	18,753	$0.0	18,753	D
Non-Qualified Stock Option (right to buy)	$0.5358	04/07/2026		A		56,247		⁽¹⁾	04/07/2036	Common Stock	56,247	$0.0	56,247	D

Explanation of Responses:

1. Represents stock options (the "Options") granted pursuant to the Issuer's Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended. 25% of the Options will vest on the six-month anniversary of April 7, 2026 (the "Grant Date"), and will vest in 25% installments every six months thereafter until the Options become fully vested on the two (2) year anniversary of the Grant Date.

	By: Nick B. Tressler, Attorney-in-Fact For: Reid G. Adler	04/09/2026
	** 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

FAQ

What did Vistagen (VTGN) report in this Form 4 filing?

Vistagen reported stock option grants to its Chief Legal Officer, Reid G. Adler. He received incentive and non-qualified options linked to common stock as equity compensation, with a fixed exercise price and multi-step vesting schedule over two years following the April 7, 2026 grant date.

How many Vistagen (VTGN) options were granted to the Chief Legal Officer?

Reid G. Adler received 18,753 Incentive Stock Options and 56,247 Non-Qualified Stock Options. Both option grants relate to Vistagen common stock and represent equity-based compensation rather than cash, aligning part of the executive’s pay with future share performance.

What is the exercise price of the Vistagen (VTGN) options granted?

Both the Incentive Stock Option and the Non-Qualified Stock Option were granted with an exercise price of $0.5358 per share. This price is what the executive must pay per share to acquire Vistagen common stock upon exercising the options before their expiration date.

When do the new Vistagen (VTGN) option grants vest for the Chief Legal Officer?

The options vest over two years from the April 7, 2026 grant date. Twenty-five percent vests on the six-month anniversary, and additional 25% portions vest every six months thereafter, so the grants become fully vested on the two-year anniversary of the grant date.

When do the Vistagen (VTGN) options granted to Reid G. Adler expire?

Both the Incentive Stock Option and the Non-Qualified Stock Option expire on April 7, 2036. The executive must exercise any vested portions before that expiration date to purchase common shares at the fixed exercise price disclosed in the Form 4 filing.

Is this Vistagen (VTGN) Form 4 filing a market buy or sell by the insider?

No, this filing reflects equity awards rather than market trades. The Form 4 shows stock option grants to the Chief Legal Officer as compensation, not open-market purchases or sales of existing Vistagen shares on a securities exchange or through a broker.