Rona Jeffrey A 4
4 · Ovid Therapeutics Inc. · Filed Mar 2, 2026
Research Summary
AI-generated summary of this filing
Ovid Therapeutics (OVID) CBFO Rona Jeffrey Receives RSUs, Sells Shares
What Happened Rona Jeffrey, Chief Business & Financial Officer (CBFO) of Ovid Therapeutics (OVID), had 8,541 shares sold on Feb 23, 2026 in a "sell-to-cover" to satisfy tax withholding related to equity vesting (disposed for $12,384). On Feb 26, 2026 she was credited with two awards: 68,125 shares (acquired at $0.00) and 408,750 derivative awards (acquired at $0.00) — the latter are RSUs/other equity awards rather than open-market purchases.
Key Details
- Sale: 8,541 shares sold on 2026-02-23; weighted average sales price reported as $1.45 (shares sold in multiple trades at $1.45–$1.49); total proceeds reported $12,384 (Footnotes F1, F2).
- Grants: 68,125 shares granted on 2026-02-26 (reported $0 cost); 408,750 derivative awards granted on 2026-02-26 (reported $0 cost).
- Ownership after transaction: Not specified in the information provided on this Form 4.
- Relevant footnotes:
- F1: The Feb 23 sale was mandatory "sell-to-cover" to satisfy statutory tax withholding — not a discretionary sale.
- F2: The $1.45 price is a weighted average; individual sale prices ranged $1.45–$1.49.
- F3: The 68,125 shares include 28,756 shares acquired under the employee stock purchase plan (ESPP).
- F4–F5: The 408,750 awards are restricted stock units (RSUs); each RSU is a contingent right to receive one common share and will vest in three equal annual installments beginning Feb 20, 2027, subject to continued service.
- F6: The filing also notes a stock option tranche with vesting in 48 equal monthly installments beginning March 20, 2026.
- Timeliness: The report covers transactions on Feb 23 and Feb 26, 2026 and was filed on Mar 2, 2026. This exceeds the usual 2-business-day Form 4 reporting window, so the filing is marked late.
Context
- The sale was a tax-withholding "sell-to-cover" tied to equity vesting and is generally considered routine; it does not necessarily signal a voluntary decision to reduce exposure to the stock.
- The 408,750 RSUs are contingent awards that vest over time (not immediate shares). The ESPP shares are acquired shares from an employee purchase program. The presence of grants (especially RSUs) is a compensatory action by the company, not an open-market buy signal.
Insider Transaction Report
Form 4
Rona Jeffrey A
CBFO
Transactions
- Sale
Common Stock
[F1][F2][F3]2026-02-23$1.45/sh−8,541$12,384→ 88,188 total - Award
Common Stock
[F4][F5]2026-02-26+68,125→ 156,313 total - Award
Employee Stock Option (Right to Buy)
[F6]2026-02-26+408,750→ 408,750 totalExercise: $1.65Exp: 2036-02-25→ Common Stock (408,750 underlying)
Footnotes (6)
- [F1]Represents the number of shares required to be sold to cover the statutory tax withholding obligations in connection with the vesting of the restricted stock units. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of minimum statutory tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary sale by the Reporting Person.
- [F2]The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $1.45 to $1.49, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- [F3]Includes 28,756 shares acquired under the Issuer's employee stock purchase plan.
- [F4]Represents a restricted stock unit ("RSU") award. The RSUs will vest in three equal annual installments commencing on February 20, 2027, subject to the Reporting Person's continuous service through each such vesting date.
- [F5]Each RSU represents a contingent right to receive one share of Common Stock.
- [F6]The shares subject to the stock option will vest in 48 equal monthly installments commencing on March 20, 2026, subject to the Reporting Person's continued services through each such date.
Signature
/s/ Jeffrey Rona|2026-03-02