Rona Jeffrey A 4

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.