Biofrontera (NASDAQ: BFRI) CEO reports new RSU, option grants and share conversion

Rhea-AI Filing Summary

Biofrontera Inc. CEO and Chairman Hermann Luebbert reported several equity awards and an option-related share conversion. On March 4, 2026, he received 125,000 restricted stock units and an employee stock option for 125,000 shares, both at a price of $0.00 per unit or option. The restricted stock units vest in two equal yearly installments beginning on March 4, 2027, and may be settled in shares, cash, or a combination within 60 days of each vesting date. The option vests in two equal installments on September 4, 2026 and March 4, 2027. On March 5, 2026, 137,500 restricted stock units were exercised or converted into 137,500 shares of common stock at $0.00 per share, bringing his directly held common stock to 290,211 shares after the transaction.

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^*

Luebbert Hermann

(Last) (First) (Middle)

660 MAIN STREET

FIRST FLOOR

(Street)

WOBURN MA 01801

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Biofrontera Inc. [ BFRI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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	03/05/2026		M		137,500	A	(1)	290,211	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
Restricted Stock Units	(2)	03/04/2026		A		125,000		(3)	(3)	Common Stock	125,000	$0	125,000(6)	D
Employee stock option (right to buy)	$0.9	03/04/2026		A		125,000		(4)	03/04/2036	Common Stock	125,000	$0	125,000(7)	D
Restricted Stock Units	(1)	03/05/2026		M			137,500	(5)	(5)	Common Stock	137,500	$0	0(6)	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. Each restricted stock unit represents a contingent right to receive one share of BFRI common stock, subject to the company's discretion to settle the restricted stock units, in whole or in part, in cash, as discussed below in footnote 3. The reporting person received the restricted stock units as an award for no consideration.

3. The restricted stock units vest in two equal yearly installments for the first two years following the grant date, beginning on March 4, 2027. Each vested restricted stock unit will be settled, at the Company's discretion, in shares, cash or a combination of shares and cash within 60 days of the vesting date.

4. The option vests in two equal installments, the first of which will take place on September 4, 2026 and the second of which will take place on March 4, 2027.

5. On July 12, 2024 the reporting person was granted 275,000 restricted stock units, vesting in two equal semi-annual installments with the first tranche vesting on January 12, 2025 and the second tranche on July 12, 2025, with each to be settled, at the Company's discretion, in shares, cash or a combination of shares and cash within 60 days of the vesting date. A Form 4 filed by the reporting person on September 16, 2025 incorrectly identified the vesting schedule for these restricted stock units as being "two equal annual installments beginning on July 12, 2025." Relatedly, due to an administrative error, the first tranche was settled on September 10, 2025 and the second tranche was settled on March 5, 2026.

6. Restricted stock units with different terms are not included.

7. Options with different terms are not included.

	/s/ Daniel Hakansson, Attorney-in-fact for Hermann Luebbert	03/06/2026
	** Signature of Reporting Person	Date
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FAQ

What equity awards did Biofrontera (BFRI) CEO Hermann Luebbert receive in this Form 4?

Hermann Luebbert received 125,000 restricted stock units and an employee stock option for 125,000 shares on March 4, 2026, both at $0.00 per unit or option, representing stock-based compensation rather than open-market purchases.

How do the new restricted stock units for BFRI’s CEO vest and settle?

The 125,000 restricted stock units vest in two equal yearly installments starting March 4, 2027. Each vested unit will be settled within 60 days, at the company’s discretion, in Biofrontera common shares, cash, or a mix of both.

What are the vesting terms of the new stock options granted to Biofrontera’s CEO?

The employee stock option for 125,000 shares vests in two equal installments. The first vests on September 4, 2026, and the second on March 4, 2027, aligning the CEO’s incentives with medium-term company performance milestones.

What conversion of restricted stock units into common stock did BFRI report?

On March 5, 2026, 137,500 restricted stock units were exercised or converted into 137,500 shares of Biofrontera common stock at $0.00 per share, reflecting settlement of prior equity awards rather than a cash purchase transaction.

How many Biofrontera (BFRI) common shares does the CEO hold after these transactions?

Following the March 5, 2026 conversion of 137,500 restricted stock units into common shares, Hermann Luebbert directly holds 290,211 shares of Biofrontera common stock, as reported in the Form 4’s post-transaction ownership column.

Were there any sales of Biofrontera shares by the CEO in this Form 4?

No share sales are reported. All transactions are coded as acquisitions or exercises: grants of restricted stock units and options on March 4, 2026, and a March 5, 2026 conversion of restricted stock units into common shares at $0.00 per share.