Vistagen (VTGN) CFO awarded 75,000 stock options at $0.5358

Rhea-AI Filing Summary

Vistagen Therapeutics, Inc. reported that Chief Financial Officer Nick B. Tressler received a grant of 75,000 Incentive Stock Options to purchase common stock at an exercise price of $0.5358 per share, expiring on April 7, 2036.

According to the grant terms, 25% of these options will vest on the six-month anniversary of April 7, 2026, with additional 25% installments vesting every six months until the options are fully vested on the two-year anniversary of the grant date. This is a compensation award, not an open-market purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Tressler Nick B.

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Incentive Stock Option (right to buy)	75,000	$0.00	--

Holdings After Transaction: Incentive Stock Option (right to buy) — 75,000 shares (Direct)

Footnotes (1)

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Key Figures

Options granted: 75,000 options Exercise price: $0.5358 per share Expiration date: April 7, 2036 +2 more

5 metrics

Options granted 75,000 options Incentive Stock Option grant to CFO on April 7, 2026

Exercise price $0.5358 per share Strike price for Incentive Stock Options

Expiration date April 7, 2036 Option term under equity incentive plan

Post-grant derivative holdings 75,000 options Total options held by CFO following this transaction

Initial vesting tranche 25% of options Vests on six-month anniversary of April 7, 2026

Key Terms

Incentive Stock Option, Amended and Restated 2019 Omnibus Equity Incentive Plan, vesting, Grant Date

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.

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 of April 7, 2026"

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 →

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^*

Tressler Nick B.

(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 Financial 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		75,000		(1)	04/07/2036	Common Stock	75,000	$0.0	75,000	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.

	Nick B. Tressler	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)

FAQ

What did Vistagen (VTGN) disclose about CFO Nick Tressler’s Form 4 transaction?

Vistagen disclosed that CFO Nick B. Tressler received a grant of 75,000 Incentive Stock Options. These options give him the right to buy Vistagen common stock at a fixed exercise price of $0.5358 per share as part of his equity compensation.

How many Vistagen (VTGN) stock options were granted to the CFO and at what price?

The CFO was granted 75,000 Incentive Stock Options covering an equal number of common shares. Each option has an exercise price of $0.5358 per share, meaning he can purchase shares at that price once the options vest and before they expire.

What is the vesting schedule of the 75,000 Vistagen (VTGN) stock options granted to the CFO?

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

When do CFO Nick Tressler’s Vistagen (VTGN) stock options expire?

The 75,000 Incentive Stock Options granted to CFO Nick B. Tressler expire on April 7, 2036. He may exercise vested options any time before that expiration date, subject to the terms of Vistagen’s Amended and Restated 2019 Omnibus Equity Incentive Plan.

Is the Vistagen (VTGN) CFO’s Form 4 transaction an open-market stock purchase or sale?

No. The Form 4 reports a compensation-related grant of 75,000 Incentive Stock Options to the CFO. This is an award under Vistagen’s equity incentive plan, not an open-market purchase or sale of common shares on a stock exchange.

Under which plan were the Vistagen (VTGN) stock options granted to the CFO?

The options were granted under Vistagen’s Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended. This plan governs equity awards such as stock options and sets the terms for vesting, exercise, and other key conditions of the grant.