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

Rhea-AI Filing Summary

Margaret M. FitzPatrick, a director of Vistagen Therapeutics, Inc. (VTGN), was granted a non-qualified stock option on 09/09/2025 to purchase 17,600 shares of common stock at an exercise price of $3.61 per share. The option vests in twelve equal monthly installments beginning on the grant date, is exercisable immediately as installments vest, and expires on 09/09/2035. The filing reports the shares as directly beneficially owned following the grant, totaling 17,600 shares.

The Form 4 was submitted as a single reporting person filing and was signed by Cynthia Anderson as attorney-in-fact on 09/11/2025. No other transactions, cash proceeds, or derivative securities beyond this option grant are disclosed in the filing.

Insights

Financial Analyst

Routine director option grant; modest size with long-term expiration.

The grant of 17,600 non-qualified stock options at $3.61 per share is a standard equity compensation action to align a director's interests with shareholders. Vesting over 12 months implies relatively short service-based vesting, and a ten-year term to 09/09/2035 is typical for option longevity. The filing does not disclose existing total outstanding shares or the grant's percentage dilution, limiting assessment of materiality. Based solely on disclosed facts, this transaction appears procedural rather than materially transformative for investors.

Corporate Governance Expert

Compensation-related disclosure consistent with governance norms; no governance red flags shown.

The Form 4 reports a direct beneficial ownership change via an option grant under the issuer's Amended and Restated 2019 Omnibus Equity Incentive Plan. Monthly vesting over one year suggests a short-term retention incentive. The filing includes required signatures and identifies the reporting person as a director. Because the filing contains no accelerated vesting terms, related-party transactions, or deviations from the plan language, the disclosure aligns with standard Section 16 reporting obligations.

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
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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^*

FitzPatrick Margaret M

(Last) (First) (Middle)

C/O VISTAGEN THERAPEUTICS, INC.

343 ALLERTON AVE

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

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

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
Non-Qualified Stock Option (right to buy)	$3.61	09/09/2025		A		17,600		(1)	09/09/2035	Common Stock	17,600	$0.0	17,600	D

Explanation of Responses:

1. Represents stock options granted pursuant to the Issuer's Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended, which vest in twelve equal monthly installments, beginning on the date of the grant.

	/s/ Cynthia Anderson, Attorney-in-Fact	09/11/2025
	** 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.
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.

FAQ

What did VTGN director Margaret FitzPatrick receive on 09/09/2025?

The filing shows a grant of a non-qualified stock option for 17,600 shares at an exercise price of $3.61 per share dated 09/09/2025.

How does the FitzPatrick option vest and when does it expire?

The option vests in twelve equal monthly installments beginning on the grant date and expires on 09/09/2035.

Is the ownership reported as direct or indirect in the Form 4 for VTGN?

The filing reports the 17,600 shares as direct beneficial ownership following the reported transaction.

Who signed the Form 4 for Margaret FitzPatrick and when?

The Form 4 was signed by Cynthia Anderson, Attorney-in-Fact on 09/11/2025.

Was the Form 4 filed individually or jointly for VTGN?

The Form 4 was filed by one reporting person as indicated on the form.