Vistagen Therapeutics, Inc.

Trading Arrangements

During the period ended June 30, 2026, no director or officer (as defined in Exchange Act Rule 16a-1(f)) of the Company adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement' as defined in Regulation S-K Item 408.

Adoption of Change in Control Severance Plan

On August 11, 2026, upon the recommendation of the Compensation Committee, the Board adopted the Vistagen Therapeutics, Inc. Change in Control Severance Plan (the Plan) to provide severance payments and benefits to Eligible Employees (defined below) of the Company who experience a Qualifying Termination of employment in connection with a Change in Control of the Company, as such terms are defined in the Plan. The Plan is intended to constitute an “employee welfare benefit plan” under the Employee Retirement Income Security Act of 1974, as amended (ERISA). Terms not otherwise defined herein have the meanings assigned to them in the Plan, a copy of which will be filed as an exhibit to our Quarterly Report on Form 10-Q for the period ending September 30, 2026.

Employees eligible to participate in the Plan (Eligible Employees) are full-time employees of the Company holding one of the organizational titles designated under the Plan, which are grouped into four tiers: Tier 1 (Chief Executive Officer), Tier 2 (Executive Officers other than the Chief Executive Officer), Tier 3 (Senior Vice Presidents) and Tier 4 (Vice Presidents). Each of our named executive officers, as identified in our definitive proxy statement filed with the SEC on July 31, 2026, is an Eligible Employee under the Plan.

An Eligible Employee becomes entitled to severance payments and benefits under the Plan upon a “Qualifying Termination,” defined as a termination of the participant’s employment by the Company without “Cause” or by the Eligible Employee for “Good Reason”, in either case occurring within the period beginning three months before, and ending eighteen months after, a “Change in Control” of the Company. A termination due to death or disability is not a Qualifying Termination, and no benefits are payable under the Plan unless a Change in Control actually occurs.

Upon a Qualifying Termination, and subject to the Eligible Employee’s timely execution and non-revocation of a release of claims in favor of the Company, an Eligible Employee is entitled to receive the following, for the period applicable to the Eligible Employee’s tier as set forth below:

Cash severance and bonus severance are each payable in cash in a lump sum on the Company’s first regularly scheduled payroll date following the later of (i) the effective date of the Eligible Employee’s release of claims or (ii) if the Qualifying Termination occurs prior to the Change in Control, the date of the Change in Control, provided the Change in Control occurs within three months following the Qualifying Termination. If the Eligible Employee (and/or his or her eligible dependents) timely elects to continue coverage under the Company’s group health plans pursuant to COBRA, the benefits continuation payment is paid on the same schedule as a lump-sum cash reimbursement of the applicable COBRA premiums. Outstanding equity awards held by an Eligible Employee that are not accelerated in connection with a Qualifying Termination continue to be governed by the terms of the Company's 2019 Omnibus Equity Incentive Plan, as amended, and the applicable award agreement, including any more favorable change in control treatment that may be provided thereunder.

As a condition to receiving benefits under the Plan, an Eligible Employee must execute and not revoke a release of claims in favor of the Company. Eligible Employees also remain subject to any existing confidentiality, non-competition, non-solicitation and non-disparagement covenants under their other agreements with the Company.

The Administrator (the Board, or, at the Board's discretion, the Compensation Committee) may amend or terminate the Plan at any time; however, the Company may not terminate the Plan, or amend it in any manner adverse to a participant, without the Eligible Employee’s written consent (i) at any time following a Change in Control, (ii) following the execution of a definitive agreement that, if consummated, would result in a Change in Control, or (iii) during the three-month period following an Eligible Employee’s termination that would constitute a Qualifying Termination if a Change in Control occurs during that period. Any successor to all or substantially all of the Company’s business or assets is required to assume the Company’s obligations under the Plan.

The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2026.