Vistagen Therapeutics (VTGN) director receives 40,826 stock options at $0.2433

Rhea-AI Filing Summary

Williamson Douglas J reported acquisition or exercise transactions in this Form 4 filing.

Vistagen Therapeutics director Douglas J. Williamson received a grant of 40,826 stock options on July 29, 2026, each exercisable at $0.2433 per share for common stock. The options, granted in connection with his appointment to the Board under the company’s 2019 equity plan, vest in three equal annual installments beginning one year after grant and expire on July 29, 2036. Following this award, he holds 40,826 options, and no sales or purchases of common shares were reported.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Williamson Douglas J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Options (Right to Buy) F1	40,826	$0.00	$0.00

Holdings After Transaction: Stock Options (Right to Buy) — 40,826 shares (Direct)

Footnotes (1)

1. F1. Represents stock options granted in connection with the reporting person's appointment to the Issuer's Board of Directors. The stock options were granted pursuant to the Issuer's Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended, and vest in three equal annual installments, beginning on the first anniversary of the date of the grant.

Key Figures

Stock options granted: 40826.0000 options Exercise price: 0.2433 per share Expiration date: 2036-07-29 +2 more

5 metrics

Stock options granted 40826.0000 options Grant to director Douglas J. Williamson on July 29, 2026

Exercise price 0.2433 per share Exercise price for the granted stock options

Expiration date 2036-07-29 Option term end date for the awarded stock options

Underlying common shares 40826.0000 shares Common stock issuable upon exercise of the options

Holdings after transaction 40826.0000 options Total options held directly by Williamson after this award

Key Terms

Stock Options (Right to Buy), Amended and Restated 2019 Omnibus Equity Incentive Plan, vest in three equal annual installments

3 terms

Stock Options (Right to Buy) financial

"Security title "Stock Options (Right to Buy)" reported"

Amended and Restated 2019 Omnibus Equity Incentive Plan financial

"Options were granted pursuant to the Issuer's Amended and Restated 2019 Omnibus Equity Incentive Plan"

vest in three equal annual installments financial

"The stock options ... vest in three equal annual installments"

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FAQ

What insider transaction did VTGN director Douglas J. Williamson report?

Director Douglas J. Williamson reported receiving a grant of 40,826 stock options for Vistagen Therapeutics common stock. The options were granted in connection with his appointment to the Board and represent a compensation-related acquisition, with no common share sales disclosed.

How many VTGN stock options did Douglas J. Williamson receive and at what price?

Douglas J. Williamson received 40,826 stock options, each with an exercise price of $0.2433 per share. These options give him the right to buy Vistagen common stock at that price, subject to vesting over time according to the plan terms.

When do Douglas J. Williamson’s VTGN stock options vest and expire?

The granted options vest in three equal annual installments, beginning on the first anniversary of the July 29, 2026 grant date. They expire on July 29, 2036, giving a ten-year term to exercise once vested, consistent with typical equity incentive awards.

Were Douglas J. Williamson’s VTGN options granted under a 10b5-1 trading plan?

The Rule 10b5-1 trading plan checkbox was not marked as applying to this transaction. The footnote describes the award as options granted for his Board appointment under the company’s equity plan, rather than pursuant to a pre-arranged trading program.

What is Douglas J. Williamson’s VTGN option position after this grant?

Following the grant, Douglas J. Williamson holds 40,826 stock options directly, as reported in the filing. These options are all tied to this single award and are exercisable for an equal number of Vistagen Therapeutics common shares once vested.

Under which equity plan were Douglas J. Williamson’s VTGN options granted?

The options were issued under Vistagen’s Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended. This plan governs equity-based awards to directors and other participants, including the vesting schedule and other terms of Williamson’s stock option grant.

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^*

Williamson Douglas J

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2026

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
Stock Options (Right to Buy)	$0.2433	07/29/2026		A		40,826		(1)	07/29/2036	Common Stock	40,826	$0	40,826	D

Explanation of Responses:

1. Represents stock options granted in connection with the reporting person's appointment to the Issuer's Board of Directors. The stock options were granted pursuant to the Issuer's Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended, and vest in three equal annual installments, beginning on the first anniversary of the date of the grant.

	/s/ Douglas J. Williamson	07/31/2026
	** 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)