[Form 4] IGC Pharma, Inc. Insider Trading Activity

Rhea-AI Filing Summary

IGC Pharma (IGC) filed a Form 4 reporting insider equity activity on 10/17/2025. The reporting person, a Director and PFO, made a gift of 50,000 shares of common stock. Following the transaction, beneficial ownership of common shares was 1,134,252 (direct).

The filing also reports two option grants at an exercise price of $0.35: 1,000,000 options vesting equally over three years starting March 31, 2026 (expiration 03/31/2038), and 500,000 options that vest upon achievement of Board-set milestones (expiration 03/31/2036). These awards reflect equity compensation and do not involve cash transactions at grant.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GRIMALDI CLAUDIA

(Last) (First) (Middle)

10224 FALLS ROAD

(Street)

POTOMAC MD 20854

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
IGC Pharma, Inc. [ IGC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PFO

3. Date of Earliest Transaction (Month/Day/Year)
10/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/17/2025		G		50,000(3)	D	$0.0	1,134,252	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options	(1)	10/17/2025		A		1,000,000(1)		(1)	03/31/2038	Common Stock	1,000,000	$0.0	1,000,000	D
Options	(2)	10/17/2025		A		500,000(2)		(2)	03/31/2036	Common Stock	500,000	$0.0	500,000(2)	D

Explanation of Responses:

1. The Reporting Person was granted 1,000,000 options exercisable at $0.35, equally vesting over the next three years starting March 31st, 2026.

2. The Reporting Person was granted Options subject to vesting according to specific milestones set by the Company's Board of Directors. The Options vest upon achievement of milestones. The exercise price is $0.35.

3. Gift of shares of the Company's common stock to the reporting person's children who do not share the reporting person's household.

	/s/ Claudia Grimaldi	10/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did IGC (IGC) report on this Form 4?

A gift of 50,000 common shares and grants of stock options totaling 1,500,000 shares at an exercise price of $0.35.

What is the vesting schedule for the 1,000,000 options at IGC?

They vest equally over three years starting March 31, 2026, with an expiration on 03/31/2038.

How do the 500,000 options at IGC vest?

They vest upon achievement of Board-set milestones and expire on 03/31/2036, with an exercise price of $0.35.

What is the insider’s role at IGC Pharma?

The reporting person is a Director and Principal Financial Officer (PFO).

How many common shares are beneficially owned after the transactions?

The filing shows 1,134,252 common shares beneficially owned (direct) after the reported transactions.

When did the reported IGC transactions occur?

The earliest transaction date in the filing is 10/17/2025.

What was the nature of the 50,000-share transaction?

It was a gift of common shares to the reporting person’s children who do not share the household.