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

Rhea-AI Filing Summary

Independent Bank Corp. (IBCP) – Form 4 insider transaction

Director Joan A. Budden reported one transaction dated 15-May-2025 under the company’s Deferred Compensation & Stock Purchase Plan for Non-Employee Directors:

• 272.97 Phantom Stock Units (settle 1:1 in common stock upon retirement) were acquired at an assumed price of $32.57.

Following the award, Budden’s beneficial ownership stands at:

• 34,467.52 phantom stock units (direct)
• 6,242.28 common shares (direct) — includes 15.6623 shares from the Q2 DRIP
• 810 common shares held indirectly via an IRA

No derivative disposals, sales or option exercises were disclosed. The filing represents routine board compensation and marginally increases insider equity exposure, with de minimis dilution for existing shareholders.

Positive

• Director increased equity exposure, indicating ongoing alignment with shareholder interests through acquisition of additional phantom stock units.

Negative

• Minimal dilution from future settlement of phantom units, though quantitatively insignificant.

Insights

Financial Analyst

TL;DR: Routine director stock accrual; negligible financial impact.

The 272.97 phantom units (≈$8.9k in value) are part of the standard non-employee director compensation plan, increasing Budden’s total synthetic share holdings to ~34.5k. Because units convert only upon retirement and are settled with already-authorized shares, immediate cash or dilution effects are immaterial. The absence of sales suggests continued alignment of director incentives but provides no new strategic insight or performance signal. Overall impact on valuation and float is effectively zero.

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 AVENUE

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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
Common Stock	06/30/2025		A(1)	V	4,882	A	$1.7	10,863	D

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

Explanation of Responses:

1. The Reporting Person is voluntarily reporting the acquisition of shares under the Issuer's 2019 Employee Stock Purchase Plan, as amended, in a transaction exempt under Rule 16b-3(c) and Rule 16b-3(d).

	/s/ Cynthia Anderson, Attorney-in-Fact	07/01/2025
	** 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

How many Independent Bank (IBCP) shares did Director Joan Budden acquire?

She accrued 272.97 Phantom Stock Units, convertible 1-for-1 into common stock at retirement.

What is Joan Budden’s total beneficial ownership after the transaction?

She now holds 6,242.28 direct shares, 810 indirect shares, and 34,467.52 phantom units.

Was any stock sold in this Form 4 filing?

No. The filing only reports an acquisition; no dispositions were recorded.

Does the transaction affect Independent Bank’s earnings or cash flow?

No. Phantom units are non-cash awards and have no immediate P&L or cash-flow effect.

Is this transaction part of a 10b5-1 plan?

The form does not indicate that the acquisition was made under a Rule 10b5-1(c) trading plan.