SEC FORM 4

SEC FORM 4 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^*

Halawa Alaa

(Last)

(First)

(Middle)

C/O NEUMORA THERAPEUTICS, INC.

490 ARSENAL WAY, SUITE 200

(Street)

WATERTOWN

02472

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Neumora Therapeutics, Inc. [ NMRA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$1.69	05/28/2025		D			46,455	⁽¹⁾	09/14/2033	Common Stock	46,455	⁽²⁾	0	D
Stock Option (Right to Buy)	$1.69	05/28/2025		D			28,571	⁽³⁾	06/13/2034	Common Stock	28,571	⁽²⁾	0	D
Stock Option (Right to Buy)	$0.72⁽⁴⁾	05/28/2025		A		46,455		⁽¹⁾	09/14/2033	Common Stock	46,455	⁽²⁾	46,455	D
Stock Option (Right to Buy)	$0.72⁽⁴⁾	05/28/2025		A		28,571		⁽³⁾	06/13/2034	Common Stock	28,571	⁽²⁾	28,571	D
Stock Option (Right to Buy)	$0.72	05/28/2025		A		80,000		⁽⁵⁾	05/27/2035	Common Stock	80,000	$0	80,000	D

Explanation of Responses:

1. 1/36th of the shares subject to the option vest on each monthly anniversary measured from September 14, 2023 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the third anniversary of the Vesting Commencement Date.

2. On May 28, 2025, the Issuer's stockholders approved the repricing of the option. As further described in footnote 4, all other terms of the option remain unchanged.

3. The stock option is fully vested and exercisable.

4. On May 28, 2025, the Issuer's stockholders approved an option repricing at an exercise price of $0.72 per share (the "Repricing") of the outstanding stock options held by members of the Board, certain employees and other service providers. The Repricing is subject to the Reporting Person remaining in service to the Issuer through August 13, 2026.

5. 100% of the shares subject to the option vest on the earlier of (i) the one year anniversary of May 28, 2025 or (ii) immediately prior to the next Annual Meeting following May 28, 2025.

	/s/ Michael Milligan, as Attorney-in-Fact for Alaa Halawa	05/30/2025
	** 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).
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SEC Form 4 filed by Director Halawa Alaa