Vistagen COO receives new stock option grants

Vistagen Therapeutics, Inc. granted Chief Operating Officer Joshua S. Prince two stock option awards on April 7, 2026 under its Amended and Restated 2019 Omnibus Equity Incentive Plan.

Rhea-AI Filing Summary

Vistagen Therapeutics, Inc. granted Chief Operating Officer Joshua S. Prince two stock option awards on April 7, 2026 under its Amended and Restated 2019 Omnibus Equity Incentive Plan. He received an Incentive Stock Option for 18,752 shares and a Non-Qualified Stock Option for 56,248 shares of common stock.

Both option grants have an exercise price of $0.5358 per share and expire on April 7, 2036. According to the vesting schedule, 25% of the options will vest on the six-month anniversary of the April 7, 2026 grant date, with additional 25% installments vesting every six months until fully vested on the two-year anniversary of the grant date. These awards represent compensation-related grants rather than open-market purchases or sales.

Insider Trade Summary

Grant/Award: 75,000 shares

Grant/Award 2 txns

Insider Prince Joshua S.

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Incentive Stock Option (right to buy)	18,752	$0.00	$0.00
Grant/Award	Non-Qualified Stock Option (right to buy)	56,248	$0.00	$0.00

Holdings After Transaction: Incentive Stock Option (right to buy) — 18,752 contracts (Direct); Non-Qualified Stock Option (right to buy) — 56,248 contracts (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Incentive Stock Option grant size: 18,752 options Non-Qualified Stock Option grant size: 56,248 options Total shares underlying options: 75,000 shares +4 more

7 metrics

Incentive Stock Option grant size 18,752 options Granted April 7, 2026 to COO; right to buy common stock

Non-Qualified Stock Option grant size 56,248 options Granted April 7, 2026 to COO; right to buy common stock

Total shares underlying options 75,000 shares Aggregate common shares subject to both April 7, 2026 grants

Exercise price per share $0.5358/share Conversion or exercise price for both option grants

Option expiration date April 7, 2036 Expiration for both Incentive and Non-Qualified Stock Options

Initial vesting portion 25% Vests on six-month anniversary of April 7, 2026 grant date

Full vesting period 2 years Options fully vest by two-year anniversary of grant date

Key Terms

Incentive Stock Option, Non-Qualified Stock Option, Amended and Restated 2019 Omnibus Equity Incentive Plan, grant, award, or other acquisition

4 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) ... underlying security title: Common Stock"

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"

grant, award, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition""

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Accepted by SEC EDGAR 04/09/2026 - 08:40 PM EDT 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^*

Prince Joshua S.

(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 Operating 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)
			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
Incentive Stock Option (right to buy)	$0.5358	04/07/2026		A		18,752		(1)	04/07/2036	Common Stock	18,752	$0.0	18,752	D
Non-Qualified Stock Option (right to buy)	$0.5358	04/07/2026		A		56,248		(1)	04/07/2036	Common Stock	56,248	$0.0	56,248	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: Joshua S. Prince	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)