BFRI Form 4: Luebbert Receives 125k RSUs, $1 Options; 137.5k Shares Settled

Rhea-AI Filing Summary

Hermann Luebbert, CEO & Chairman and director of Biofrontera Inc. (BFRI), reported equity awards and option grants during 2024–2025. The Form 4 shows a 07/22/2025 grant of 125,000 restricted stock units (RSUs) and a contemporaneous employee stock option to buy 125,000 shares at $1.00 137,500 shares

Positive

• Alignment of interests: CEO & Chairman received time‑based RSUs and long‑dated options, linking compensation to future share performance
• Retention focus: Vesting schedules (annual and semiannual) support management retention over multiple years
• Transparent reporting: Transactions documented on Form 4 with signing by attorney‑in‑fact

Negative

• Potential dilution: Grants total at least 250,000 equity awards plus 137,500 shares settled, which may increase share count if settled in stock
• Settlement flexibility: Company may settle vested RSUs in cash or shares, creating earnings or cash flow variability when settled

Insights

Corporate Governance Expert

TL;DR: Executive received time‑based equity and options, aligning incentives but increasing potential dilution.

The filings show typical executive compensation mechanics: time‑based restricted stock units and a long‑dated option with a $1.00 exercise price, both granted to the CEO & Chairman. Vesting schedules are multi‑year and settlement may be in stock or cash, which preserves flexibility for the company but can create future share issuance. Reporting is timely and signed via attorney‑in‑fact.

Compensation Analyst

TL;DR: Sizeable equity grant (125k RSUs + 125k options) and 137.5k RSU settlement reported; standard vesting cadence observed.

The aggregate awards consist of two RSU tranches and a stock option tranche, each vesting over one to two years or in semiannual installments. The option expires in 2035, indicating long‑term retention goals. The awards were issued for no consideration and include discretionary settlement terms. These are standard instruments to retain and incentivize senior management.

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).

1. Name and Address of Reporting Person^*

Luebbert Hermann

(Last) (First) (Middle)

120 PRESIDENTIAL WAY SUITE 330

(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)
07/22/2025

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	09/10/2025		M		137,500	A	(1)	152,711	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)	07/22/2025		A		125,000		(3)	(3)	Common Stock	125,000	$0	125,000(6)	D
Employee stock option (right to buy)	$1	07/22/2025		A		125,000		(4)	07/22/2035	Common Stock	125,000	$0	125,000(7)	D
Restricted Stock Units	(1)	09/10/2025		M			137,500	(5)	(5)	Common Stock	137,500	$0	137,500(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. 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 July 22, 2026. 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 semi-annual installments beginning on January 22, 2026.

5. On July 12, 2024 the reporting person was granted 275,000 restricted stock units, vesting in two equal annual installments beginning on July 12, 2025. 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.

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	09/16/2025
	** 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.
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FAQ

What equity awards did Biofrontera (BFRI) report for Hermann Luebbert?

The Form 4 reports 125,000 RSUs granted on 07/22/2025, an option to buy 125,000 shares at $1.00 137,500 shares on 09/10/2025.

How do the reported RSUs vest and settle?

Some RSUs vest in two equal yearly installments beginning on July 22, 2026; RSUs granted July 12, 2024 vest beginning July 12, 2025. Vested RSUs may be settled in shares, cash, or a combination within 60 days of vesting.

What is the exercise price and expiration of the reported option?

The employee stock option has an exercise price of $1.00 and an expiration/last exercisable date of 07/22/2035.

Does the Form 4 indicate how many shares Luebbert beneficially owns after the transactions?

The Form 4 lists 152,711 shares beneficially owned following the non‑derivative transaction entries and shows derivative holdings of 125,000 RSUs, 125,000 options, and 137,500 RSUs as reported in Table II.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by /s/ Daniel Hakansson, Attorney‑in‑fact for Hermann Luebbert on 09/16/2025.