AYTU Form 4: Joshua Disbrow Granted 53,946 Restricted Shares

Rhea-AI Filing Summary

Insider filing summary: The Form 4 shows that Joshua R. Disbrow, CEO and director of AYTU BioPharma (AYTU), received restricted common stock on 10/03/2025. He was granted 31,446 shares as fully vested restricted stock in lieu of his annual bonus and an additional 22,500 restricted shares that vest over time. After these grants his reported beneficial ownership rose to 207,203 shares.

The 22,500-share award vests 1/3 on 10/03/2026 with the remainder vesting in eight equal quarterly installments beginning 01/03/2027. Both grants had a reported price of $0, indicating they were awards rather than market purchases. The filing is signed by an attorney-in-fact on 10/07/2025.

Positive

• Cash conservation: 31,446 shares granted in lieu of cash bonus preserves company cash resources
• Retention alignment: 22,500 time‑vested shares align CEO incentives through 01/03/2027 and beyond
• Increased insider ownership: Reported beneficial ownership rose to 207,203 shares

Negative

• Potential future dilution: Time‑vested awards add shares outstanding when they vest
• Limited immediate liquidity signal: Awards were granted at $0, not purchased in the open market

Insights

Corporate Compensation Analyst

CEO received equity awards: part cash-equivalent bonus and part time‑vested retention shares.

The CEO was granted 31,446 fully vested restricted shares in lieu of cash for an annual bonus and 22,500 restricted shares that vest over 15 months, raising beneficial ownership to 207,203 shares. The reported $0 price confirms these are company awards rather than purchases.

Retention shares vesting begins on 10/03/2026 and continues through quarterly installments starting 01/03/2027, which aligns executive incentives with multi‑quarter performance. Watch for future disclosures showing whether these awards affect expense recognition in upcoming filings within the next fiscal year.

Governance & Insider Activity Specialist

Equity awards increase insider alignment but reduce near-term liquidity signal.

Issuing fully vested shares in lieu of cash preserves company cash while increasing insider stake; time‑vested awards tie retention to future service. The total newly reported shares (53,946) are material to insider holdings but not an equity change that dilutes public holders beyond normal compensation practice.

Investors may monitor upcoming SEC filings for related compensation expense, any shareholder approvals, and whether additional grants are disclosed in the next 12 months to assess governance trends and dilution pacing.

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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^*

Disbrow Joshua R.

(Last) (First) (Middle)

C/O AYTU BIOPHARMA, INC.

7900 EAST UNION AVENUE, SUITE 920

(Street)

DENVER CO 80237

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AYTU BIOPHARMA, INC [ AYTU ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2025

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/03/2025		A		31,446(1)	A	$0	184,703	D
Common Stock	10/03/2025		A		22,500(2)	A	$0	207,203	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

Explanation of Responses:

1. The reporting person was granted fully vested restricted stock in lieu of cash in satisfaction of their annual bonus.

2. Grant of restricted stock, which vest as follows: 1/3 on October 3, 2026, with the remaining restricted stock vesting in 8 equal quarterly installments beginning January 3, 2027.

Remarks:

Exhibit 24: Power of Attorney

	/s/ Ryan J. Selhorn as attorney-in-fact for Joshua R. Disbrow	10/07/2025
	** 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 AYTU CEO Joshua Disbrow report on Form 4?

The CEO was granted 31,446 fully vested restricted shares as bonus replacement and 22,500 restricted shares that vest over time, increasing his beneficial ownership to 207,203 shares.

When do the newly granted restricted shares vest?

The 22,500 restricted shares vest 1/3 on 10/03/2026 and the remaining shares vest in eight equal quarterly installments beginning 01/03/2027.

Did Joshua Disbrow purchase shares on the open market?

No; both grants show a reported price of $0, indicating they were awarded rather than market purchases.

How many total shares did Disbrow hold after these transactions?

The Form 4 reports a total beneficial ownership of 207,203 common shares following the grants.

Does this Form 4 indicate any sales or dispositions by the CEO?

No disposals were reported; both transactions listed are acquisitions (awards) of restricted common stock.