Equity awards granted to Delcath (DCTH) CFO Sandra Pennell

Rhea-AI Filing Summary

Pennell Sandra reported acquisition or exercise transactions in this Form 4 filing.

Delcath Systems Chief Financial Officer Sandra Pennell reported equity awards that increase her potential ownership stake over time. She was granted stock options for 56,500 shares at no cost, which vest monthly in equal installments over 36 months starting on February 17, 2026, as long as she remains an employee.

She also received 28,250 restricted stock units, each representing a right to one share of common stock. One-third of these RSUs will vest on February 17, 2027, with the remaining two-thirds vesting in equal annual installments over the following two years, subject to her continued service.

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

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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^*

Pennell Sandra

(Last) (First) (Middle)

C/O DELCATH SYSTEMS, INC.

566 QUEENSBURY AVENUE

(Street)

QUEENSBURY NY 12804

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DELCATH SYSTEMS, INC. [ DCTH ]

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)
02/17/2026

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

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
Stock Option (Right to Buy)	$9.4	02/17/2026		A		56,500		(1)	02/17/2036	Common Stock	56,500	$0	56,500	D
Restricted Stock Units	(2)	02/17/2026		A		28,250		(3)	(3)	Common Stock	28,250	$0	28,250	D

Explanation of Responses:

1. The option will vest and become exercisable at the rate of one-thirty-sixth (1/36th) per month with the first such vesting to occur on February 17, 2026 and monthly thereafter for so long as the reporting person remains an employee of Delcath Systems, Inc. (and subject to the terms and conditions of the Delcath Systems, Inc. 2020 Omnibus Equity Incentive Plan, as amended).

2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock.

3. Represents an RSU award, one-third of which shall vest on February 17, 2027 with the remaining 2/3 two-thirds of the RSUs vesting in equal annual installments over the following two years. The vesting of the RSUs is subject to the Reporting Person's continuous service through each such vesting date.

	/s/ David Hoffman, Attorney-in-Fact	02/18/2026
	** 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).
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FAQ

What insider transactions did Delcath Systems (DCTH) report for Sandra Pennell?

Delcath Systems reported that CFO Sandra Pennell acquired equity awards, including stock options and restricted stock units. The awards give her rights to 56,500 option shares and 28,250 RSUs, each RSU convertible into one common share, subject to vesting and continued employment conditions.

How many stock options did the Delcath Systems (DCTH) CFO receive?

Sandra Pennell received stock options covering 56,500 shares of Delcath Systems common stock. These options were granted at a price of $0.00 per share and vest in 36 equal monthly installments starting February 17, 2026, contingent on her remaining an employee throughout the vesting period.

What are the terms of the restricted stock units granted by Delcath Systems (DCTH)?

The CFO was granted 28,250 restricted stock units, each representing a right to one share of common stock. One-third will vest on February 17, 2027, and the remaining two-thirds vest in equal annual installments over the next two years, conditioned on continuous service.

Are the Delcath Systems (DCTH) equity awards to the CFO immediate or time-based?

The equity awards are time-based and vest over several years. Stock options vest monthly over 36 months beginning February 17, 2026, while RSUs vest one-third on February 17, 2027, with the rest vesting in equal annual installments over the following two years, requiring ongoing service.

Does the Delcath Systems (DCTH) Form 4 show a stock purchase or sale by the CFO?

The Form 4 shows equity award grants to the CFO, not open-market purchases or sales. The transactions are coded as awards at a price of $0.00 per share, reflecting compensation grants that vest over time rather than immediate buying or selling of existing shares.