Evolus (EOLS) awards RSUs and stock options to officer Rui Avelar

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Avelar Rui reported acquisition or exercise transactions in this Form 4 filing.

Evolus, Inc. reported that company officer Rui Avelar received new equity awards on February 17, 2026. Grants included 94,913 performance-based restricted stock units, 94,913 time-based restricted stock units payable in common stock, and stock options for 138,649 shares at no cost on grant.

The time-based RSUs and options vest in four equal annual installments starting February 17, 2026, subject to continued service and possible acceleration in certain circumstances. The performance-based units can deliver up to 200% of the granted PSUs based on financial metrics and relative total shareholder return over a three-year period ending December 31, 2028.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Avelar Rui

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Performance Restricted Stock Units	94,913	$0.00	--
Grant/Award	Stock Option (Right to Buy)	138,649	$0.00	--
Grant/Award	Common Stock	94,913	$0.00	--

Holdings After Transaction: Performance Restricted Stock Units — 94,913 shares (Direct); Stock Option (Right to Buy) — 138,649 shares (Direct); Common Stock — 451,734 shares (Direct)

Footnotes (1)

Represents shares issuable upon settlement of restricted stock units (RSUs). Each RSU represents the right to receive one share of the Issuer's common stock. The RSUs vest in four equal annual installments on each anniversary of February 17, 2026, subject to continued service, and may accelerate in certain circumstances (including specified terminations or a change in control). Each performance-based restricted stock unit (PSU) represents the right to receive, following vesting, a number of shares of common stock of the issuer up to 200% of the number of PSUs. The number of shares issuable upon vesting is based on performance against pre-established financial metrics and relative total shareholder return (TSR) over a three-year performance period ending December 31, 2028. Subject to certification of performance results, any earned PSUs vest following the performance period. The shares subject to the option vest in four equal annual installments on each anniversary of February 17, 2026, subject to continued service, and may accelerate in certain circumstances (including specified terminations or a change in control).

Form 4 Insider Transactions: What Each Field Means →

02/19/2026 - 08:57 PM

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).

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^*

Avelar Rui

(Last)

(First)

(Middle)

520 NEWPORT CENTER DR.

SUITE 1200

(Street)

NEWPORT BEACH

92660

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Evolus, Inc. [ EOLS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/17/2026		A		94,913⁽¹⁾	A	$0	451,734	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Restricted Stock Units	⁽²⁾	02/17/2026		A		94,913		⁽³⁾	⁽³⁾	Common Stock	94,913	$0	94,913	D
Stock Option (Right to Buy)	$4.39	02/17/2026		A		138,649		⁽⁴⁾	02/17/2036	Common Stock	138,649	$0	138,649	D

Explanation of Responses:

1. Represents shares issuable upon settlement of restricted stock units (RSUs). Each RSU represents the right to receive one share of the Issuer's common stock. The RSUs vest in four equal annual installments on each anniversary of February 17, 2026, subject to continued service, and may accelerate in certain circumstances (including specified terminations or a change in control).

2. Each performance-based restricted stock unit (PSU) represents the right to receive, following vesting, a number of shares of common stock of the issuer up to 200% of the number of PSUs.

3. The number of shares issuable upon vesting is based on performance against pre-established financial metrics and relative total shareholder return (TSR) over a three-year performance period ending December 31, 2028. Subject to certification of performance results, any earned PSUs vest following the performance period.

4. The shares subject to the option vest in four equal annual installments on each anniversary of February 17, 2026, subject to continued service, and may accelerate in certain circumstances (including specified terminations or a change in control).

Remarks:

Chief Medical Officer and Head of R&D

	/s/ Jeffrey J. Plumer, as attorney-in-fact for Rui Avelar	02/19/2026
	** 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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did Rui Avelar receive from Evolus (EOLS)?

Rui Avelar received 94,913 performance-based restricted stock units, 94,913 time-based restricted stock units payable in common stock, and stock options for 138,649 shares. All awards were granted at no cost on February 17, 2026, as part of his equity compensation.

How do Rui Avelar’s performance-based RSUs at Evolus (EOLS) vest?

Each performance-based restricted stock unit can convert into up to 200% of one common share. Vesting depends on pre-established financial metrics and relative total shareholder return over a three-year period ending December 31, 2028, following certification of performance results.

What is the vesting schedule for Rui Avelar’s RSUs at Evolus (EOLS)?

The time-based restricted stock units vest in four equal annual installments on each anniversary of February 17, 2026. Vesting requires continued service and may accelerate in certain situations, such as specified terminations or a change in control, under the award terms.

When do Rui Avelar’s stock options from Evolus (EOLS) vest?

The stock options covering 138,649 shares vest in four equal annual installments on each anniversary of February 17, 2026. Vesting is contingent on continued service and may accelerate in certain circumstances, including specified terminations or a change in control, per the award terms.