Vanguard discloses 4.62% Vistagen (VTGN) ownership in amended 13G

Rhea-AI Filing Summary

The Vanguard Group filed an amended Schedule 13G reporting beneficial ownership of 1,824,738 shares of Vistagen Therapeutics Inc common stock, representing 4.62% of the class as of December 31, 2025. Vanguard reports no sole voting or dispositive power, with all voting and dispositive authority shared.

Vanguard states the shares are held in the ordinary course of business and not to change or influence control of Vistagen. The filing notes that Vistagen-related holdings are for Vanguard’s clients, and no single other person has more than a 5% interest in the reported securities. Vanguard also discloses an internal realignment on January 12, 2026, after which certain subsidiaries are expected to report beneficial ownership separately.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Vistagen Therapeutics Inc

(Name of Issuer)

Common Stock

(Title of Class of Securities)

92840H400

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 92840H400

1

Names of Reporting Persons

The Vanguard Group

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 228,509.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,824,738.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,824,738.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.62 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: On January 12, 2026, The Vanguard Group, Inc. went through an internal realignment. As of that date, The Vanguard Group, Inc. no longer performs portfolio management services or administers proxy voting. In accordance with SEC Release No. 34-39538 (January 12, 1998), The Vanguard Group, Inc. anticipates that certain subsidiaries or business divisions of subsidiaries of The Vanguard Group, Inc., that currently have, or are deemed to have, beneficial ownership with The Vanguard Group, Inc., will report beneficial ownership separately (on a disaggregated basis) from The Vanguard Group, Inc. in reliance on such release. These subsidiaries and/or business divisions pursue the same investment strategies as previously pursued by The Vanguard Group, Inc. prior to the realignment.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Vistagen Therapeutics Inc
(b)	Address of issuer's principal executive offices: 343 Allerton Avenue, South San Francisco, CA, 94080
Item 2.
(a)	Name of person filing: The Vanguard Group
(b)	Address or principal business office or, if none, residence: 100 Vanguard Blvd., Malvern, PA 19355
(c)	Citizenship: PA
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 92840H400
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1824738
(b)	Percent of class: 4.62 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 228509
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 1824738
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Vanguard Group, Inc.'s clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. No one other person's interest in the securities reported herein is more than 5%.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

The Vanguard Group

Signature:	Ashley Grim
Name/Title:	Head of Global Fund Administration
Date:	01/30/2026

FAQ

What percentage of Vistagen (VTGN) does The Vanguard Group report owning?

The Vanguard Group reports beneficial ownership of 4.62% of Vistagen’s common stock, equal to 1,824,738 shares as of December 31, 2025. This stake is disclosed on an amended Schedule 13G as passive ownership held for clients in the ordinary course of business.

How many Vistagen (VTGN) shares does Vanguard beneficially own?

The Vanguard Group reports beneficial ownership of 1,824,738 Vistagen common shares, representing 4.62% of the class as of December 31, 2025. All reported voting and dispositive powers over these shares are shared rather than sole, according to the Schedule 13G/A filing.

Does Vanguard seek to influence control of Vistagen Therapeutics?

Vanguard states the Vistagen shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the company. The filing also notes the holdings are connected to client accounts, not a control-focused strategy.

Who ultimately benefits from Vanguard’s Vistagen (VTGN) holdings?

The filing explains that Vanguard’s clients, including registered investment companies and other managed accounts, have rights to dividends and sale proceeds from the reported Vistagen shares. No single other person has more than a 5% interest in the securities reported in this statement.

What change did Vanguard disclose about its reporting structure?

Vanguard notes that on January 12, 2026, The Vanguard Group, Inc. underwent an internal realignment. Following this, certain subsidiaries or business divisions that share beneficial ownership are expected to report holdings separately on a disaggregated basis, while continuing prior investment strategies.

Who signed the amended Vistagen Schedule 13G/A for Vanguard?

The amended Schedule 13G/A was signed by Ashley Grim, identified as Head of Global Fund Administration. The signature certifies, after reasonable inquiry, that the information in the statement regarding Vanguard’s Vistagen beneficial ownership is true, complete, and correct to the best of their knowledge.