Biofrontera Form 4: CFO Granted RSUs and $1 Option Covering 125,000 Shares

Rhea-AI Filing Summary

Biofrontera Inc. reported insider transactions by Chief Financial Officer Eugene Frederick Leffler III showing equity awards and issuances of common stock-equivalent instruments. The filing discloses that Mr. Leffler received 62,500 restricted stock units and an option to purchase 62,500 shares at $1.00 on 07/22/2025, and an additional 87,500 restricted stock units reported on 09/10/2025. The restricted stock units convert one-for-one into common shares when vested.

The 62,500 RSUs granted on 07/22/2025 vest in two equal annual installments beginning July 22, 2026, with settlement (shares, cash, or combination) within 60 days of vesting at the company's discretion. The option vests in two equal annual installments beginning January 22, 2026, and expires on July 22, 2035. The 87,500 RSUs reported on 09/10/2025 were recorded via transaction code M and are listed as acquired, leaving the reporting person with 87,500 shares following that transaction.

Positive

• 62,500 restricted stock units granted on 07/22/2025 with clear vesting schedule (two equal annual installments beginning 07/22/2026)
• Employee stock option for 62,500 shares granted on 07/22/2025 at a $1.00 exercise price with a long expiration (07/22/2035), providing long‑term alignment
• 87,500 restricted stock units reported on 09/10/2025, showing additional equity-based compensation

Negative

• None.

Insights

Compensation Analyst

TL;DR: Grants to the CFO are structured as time‑based RSUs and a long‑dated option, aligning pay with retention over multiple years.

The awards include time‑vesting restricted stock units and a $1 exercise‑price option with a 2035 expiration, both vesting in two equal installments. These instruments are typical for executive retention and incentivization, tying realization to continued service and future share value. The settlement flexibility for RSUs (shares, cash, or combination) limits immediate dilution certainty. From a governance perspective, the grants appear standard in form and duration but the materiality depends on company size and total outstanding shares, which are not provided in this filing.

Securities/Insider Transactions Specialist

TL;DR: Form 4 documents routine insider awards and subsequent issuance; transactions are reported with appropriate codes and vesting schedules.

The filing shows acquisitions coded as grant (A) and other (M) with explicit vesting schedules and one‑for‑one conversion mechanics for RSUs. The option's long exercise window (until 07/22/2035) offers extended upside capture for the executive. No dispositions, sales, or immediate exercises are reported, indicating no near‑term liquidity events by the reporting person. Absent additional context like total outstanding shares or prior insider holdings, the disclosure is informational and not clearly material to investors on its own.

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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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^*

Leffler Eugene Frederick

(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)

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

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		87,500	A	(1)	87,500	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		62,500		(3)	(3)	Common Stock	62,500	$0	62,500(6)	D
Employee stock option (right to buy)	$1	07/22/2025		A		62,500		(4)	07/22/2035	Common Stock	62,500	$0	62,500(7)	D
Restricted Stock Units	(1)	09/10/2025		M			87,500	(5)	(5)	Common Stock	87,500	$0	87,500(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 annual installments beginning on January 22, 2026.

5. On July 12, 2024 the reporting person was granted 175,000 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 Eugene Frederick Leffler III	09/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Biofrontera (BFRI) report by its CFO?

The CFO received 62,500 RSUs and an option to buy 62,500 shares at $1.00 on 07/22/2025, plus 87,500 RSUs reported on 09/10/2025.

When do the restricted stock units and options vest for the BFRI CFO?

The 62,500 RSUs vest in two equal annual installments beginning 07/22/2026; the option vests in two equal annual installments beginning 01/22/2026. The 87,500 RSUs reported on 09/10/2025 reference different terms and vesting timing per the grant.

How are Biofrontera RSUs settled according to the Form 4?

Each RSU converts one‑for‑one into common stock when vested and may be settled in shares, cash, or a combination within 60 days of vesting at the company's discretion.

Do these Form 4 entries show any sales or dispositions by the reporting person?

No. The filing shows acquisitions and grants (codes A and M) and reports beneficial ownership following the transactions; it does not disclose any dispositions or sales.