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^*

Etkin Amit

(Last)

(First)

(Middle)

C/O ALTO NEUROSCIENCE, INC.

650 CASTRO STREET, SUITE 450

(Street)

MOUTAIN VIEW

94041

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Alto Neuroscience, Inc. [ ANRO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2025

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)
Employee Stock Option (Right to Buy)	$2.35	07/03/2025		A		34,620		⁽¹⁾	04/13/2033	Common Stock	34,620	⁽²⁾⁽³⁾	34,620	D
Employee Stock Option (Right to Buy)	$6.23	07/03/2025		D			34,620	⁽¹⁾	04/13/2033	Common Stock	34,620	⁽²⁾⁽³⁾	0	D
Employee Stock Option (Right to Buy)	$2.35	07/03/2025		A		247,290		⁽⁴⁾	12/19/2033	Common Stock	247,290	⁽²⁾⁽³⁾	247,290	D
Employee Stock Option (Right to Buy)	$5.3	07/03/2025		D			247,290	⁽⁴⁾	12/19/2033	Common Stock	247,290	⁽²⁾⁽³⁾	0	D
Employee Stock Option (Right to Buy)	$2.35	07/03/2025		A		223,000		⁽⁵⁾	02/28/2034	Common Stock	223,000	⁽²⁾⁽³⁾	223,000	D
Employee Stock Option (Right to Buy)	$14.88	07/03/2025		D			223,000	⁽⁵⁾	02/28/2034	Common Stock	223,000	⁽²⁾⁽³⁾	0	D
Employee Stock Option (Right to Buy)	$2.35	07/03/2025		A		215,000		⁽⁶⁾	02/04/2035	Common Stock	215,000	⁽²⁾⁽³⁾	215,000	D
Employee Stock Option (Right to Buy)	$4.2	07/03/2025		D			215,000	⁽⁶⁾	02/04/2035	Common Stock	215,000	⁽²⁾⁽³⁾	0	D

Explanation of Responses:

1. 25% of the shares underlying the option vested on January 1, 2024, and one forty-eighth (1/48th) of the shares underlying the option vested or shall vest in monthly installments thereafter, subject to the Reporting Person's continuous service through each such vesting date.

2. The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") effective on July 3, 2025 (the "Repricing Date"). The Option Repricing applies to options with exercise prices greater than $2.35 per share held by continuing employees of the Issuer as of the Repricing Date.

3. Pursuant to the Option Repricing, the exercise price of the repriced options has been amended to reduce the exercise price to $2.35 per share, the closing price of the Issuer's common stock on the Repricing Date. However, if an employee exercises a repriced option before the end of a retention period of one year (subject to earlier termination in certain circumstances), such employee will be required to pay the original exercise price per share of such repriced option. There is no change to the vesting schedules, expiration dates of, or number of shares underlying the repriced options.

4. One-third (1/3rd) of the shares underlying the option vested upon the completion of the Issuer's initial public offering and two-thirds (2/3) of the shares underlying the option vest over a period of four years. 25% of the shares underlying the time-based portion vested on December 20, 2024, and 1/48 of the shares underlying the time-based portion vested or shall vest on a monthly basis thereafter, subject to the Reporting Person's continuous service through such vesting date

5. 25% of the shares underlying the option vested on March 1, 2025, and one forty-eighth (1/48th) of the shares underlying the option vested or shall vest in monthly installments thereafter, subject to the Reporting Person's continuous service through each such vesting date.

6. 25% of the shares underlying the option shall vest on February 5, 2026, and one forty-eighth (1/48th) of the shares underlying the option shall vest in monthly installments thereafter, subject to the Reporting Person's continuous service through each such vesting date.

Remarks:

	/s/ Erin R. McQuade, Attorney-in-Fact	07/08/2025
	** 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.

SEC Form 4 filed by PRESIDENT AND CEO Etkin Amit