Form 4: Neumora Therapeutics Director Receives Repriced Stock Options and New Grant Following Shareholder Approval

Neumora Therapeutics, Inc. director Kristina Burow has had existing stock options repriced to a lower exercise price and received a new option grant, following approval by the company's stockholders on May 28, 2025.

Summary

• Kristina Burow, a Director and 10% Owner of Neumora Therapeutics, Inc. (NMRA), reported changes in her beneficial ownership of derivative securities.
• On May 28, 2025, the Issuer's stockholders approved the repricing of outstanding stock options held by members of the Board, including Kristina Burow.
• Two existing stock options, one for 46,455 shares and another for 28,571 shares, originally with an exercise price of $1.69, were repriced to $0.72 per share.
• The repricing is conditional on Kristina Burow remaining in service to Neumora Therapeutics through August 13, 2026.
• A new stock option grant for 80,000 shares was issued to Kristina Burow on May 28, 2025, with an exercise price of $0.72 per share.
• The 46,455-share option vests 1/36th monthly from September 14, 2023, fully vesting on the third anniversary.
• The 28,571-share option vests 100% on the earlier of one year anniversary of June 13, 2024, or immediately prior to the next Annual Meeting following June 13, 2024.
• The new 80,000-share option vests 100% on the earlier of the one-year anniversary of May 28, 2025, or immediately prior to the next Annual Meeting following May 28, 2025.
• Following these transactions, Kristina Burow beneficially owns 155,026 derivative securities (stock options).

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While the repricing implies past stock underperformance (negative), the action itself is a positive step for insider retention and alignment of interests. The new grant is also a positive for the insider.

Positives

• The repricing of stock options to a lower exercise price ($0.72 from $1.69) significantly increases the potential intrinsic value of the options for the reporting person, making them more likely to be in-the-money.
• The grant of an additional 80,000 stock options further increases the reporting person's potential upside and aligns their interests with future company performance.
• The repricing and new grant serve as a strong incentive for Kristina Burow, a Director and 10% Owner, to remain in service to the company, with the repricing specifically conditioned on her continued service through August 13, 2026.

Negatives

• The need for option repricing often indicates that the company's stock price has fallen significantly below previous grant prices, suggesting underperformance relative to prior expectations.
• While beneficial for the option holder, the repricing and new grants could lead to increased potential dilution for existing shareholders if these options are exercised in the future.

Risks

• The repricing of options is subject to the reporting person remaining in service to the Issuer through August 13, 2026; failure to meet this condition would negate the repricing benefit.
• Future exercise of these options could lead to dilution of existing shareholder equity.
• The implied decline in stock price that necessitated the repricing suggests ongoing market challenges or operational concerns for Neumora Therapeutics.

Future Outlook

The repricing and new option grant are designed to incentivize and retain Kristina Burow, a key director and 10% owner, aligning her long-term interests with the company's future performance. The vesting schedules indicate a commitment to long-term service and value creation.

Management Comments

• The Issuer's stockholders approved the repricing of outstanding stock options held by members of the Board, certain employees, and other service providers on May 28, 2025.

Industry Context

Option repricing is a common practice in industries, particularly biotechnology and pharmaceuticals, where stock prices can be volatile and companies rely heavily on retaining key talent. When stock options become 'underwater' (exercise price is higher than current market price), repricing is used to restore their incentive value and prevent key personnel from leaving.

Comparison to Industry Standards

• Option repricing is a recognized compensation tool, especially in growth-oriented or volatile sectors like biotech, to re-incentivize executives and directors when stock prices decline, making existing options less valuable.
• The conditionality of the repricing on continued service (through August 13, 2026) is a standard mechanism to ensure retention benefits the company directly.
• The vesting schedules (e.g., 36-month monthly vesting, or one-year anniversary/next Annual Meeting) are typical for long-term incentive plans aimed at retaining talent over several years.

Corporate Governance

Related Party Transactions

• The repricing of existing stock options and the grant of new stock options to Kristina Burow, a Director and 10% Owner, constitute transactions with a related party.

Stakeholder Impact

• Shareholders: Potential future dilution if options are exercised, but the repricing aims to retain key leadership, which could benefit long-term shareholder value.
• Employees/Management: The repricing and new grants serve as strong incentives for key personnel, including directors, to remain with the company and contribute to its success.

Next Steps

• Kristina Burow's continued service to Neumora Therapeutics through August 13, 2026, to ensure the repricing remains effective.
• Ongoing vesting of the 46,455 shares option until September 14, 2026.
• Ongoing vesting of the 28,571 shares option until the earlier of June 13, 2025, or the next Annual Meeting following June 13, 2024.
• Ongoing vesting of the 80,000 shares option until the earlier of May 28, 2026, or the next Annual Meeting following May 28, 2025.

Key Dates

Keywords

Neumora Therapeutics, NMRA, SEC Form 4, stock options, option repricing, insider ownership, director compensation, beneficial ownership, equity compensation, corporate governance