EOLS CFO Awarded 104,603 RSUs; 143,403 Options at $7.61

Rhea-AI Filing Summary

Evolus, Inc. reported that its Chief Financial Officer was granted both restricted stock units and stock options on 09/08/2025. The CFO received 104,603 RSUs, each convertible into one share on settlement, and a stock option covering 143,403 shares with an exercise price of $7.61 that expires on 09/08/2035. The RSUs vest over four years with one-half vesting on each of the third and fourth anniversaries of the grant date, while the option vests in four annual tranches starting on the first anniversary. Both awards include accelerated vesting in specified termination or change‑of‑control events. Following the grants the reporting person beneficially owns 104,603 shares and has the right to acquire 143,403 additional shares under the option.

Positive

• Material equity grant of 104,603 RSUs aligns the CFO with shareholder value creation
• Large option award of 143,403 shares provides long‑term retention incentives
• Standard four‑year vesting ties compensation to continued service and performance

Negative

• Significant unvested awards represent potential dilution over the next four years
• Options exercisable at $7.61 may only have value if the share price exceeds the strike
• Accelerated vesting clauses could hasten dilution in certain terminations or change‑of‑control events

Insights

Compensation Analyst

Equity grants align CFO incentives with shareholder value over a multi‑year period.

The awards combine 104,603 RSUs and a 143,403‑share option exercisable at $7.61, creating both immediate equity exposure on settlement and potential future dilution if exercised. The staggered four‑year vesting schedules tie a material portion of compensation to continued service.

Key dependencies include continued service through each vesting milestone and the company’s share price relative to the $7.61 strike for option value; accelerated vesting on certain terminations or change‑of‑control events could accelerate dilution within the next 1–4 years.

Corporate Governance Specialist

Grants follow common governance practice but increase unexercised option exposure.

The structure—time‑based RSUs plus a time‑vesting option—aligns with standard executive pay meant to retain the CFO while linking pay to equity performance. The filings show the awards are held directly by the reporting person and include customary accelerated vesting clauses.

Watch the timing of potential accelerated vesting triggers and cumulative dilution from exercised options across the next four years, which can affect outstanding share count if exercised before 09/08/2035.

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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hours per response:			0.5

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^*

Mitchell Tatjana

(Last) (First) (Middle)

520 NEWPORT CENTER DRIVE

SUITE 1200

(Street)

NEWPORT BEACH CA 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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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	09/08/2025		A		104,603(1)	A	$0	104,603	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
Stock Option (Right to Buy)	$7.61	09/08/2025		A		143,403		(2)	09/08/2035	Common Stock	143,403	$0	143,403	D

Explanation of Responses:

1. Represents shares issuable on settlement of restricted stock units ("RSUs") granted to the reporting person. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest over a period of four years, with one-half of the RSU vesting on each of the third and fourth anniversary of September 8, 2025, provided the reporting person remains in continuous service on each vesting date, subject to accelerated vesting in certain events, including certain terminations of the reporting person or upon certain changes of control of the issuer.

2. The shares subject to the option will vest over a period of four years, with 1/4th of the shares subject to the option vesting annually on the anniversary of September 8, 2025, provided the reporting person remains in continuous service on each vesting date, subject to accelerated vesting in certain events, including certain terminations of the reporting person or upon certain changes of control of the issuer.

Remarks:

	/s/ Jeffrey J. Plumer, as attorney-in-fact for Tatjana Mitchell	10/09/2025
	** 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.
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.

FAQ

What did the Evolus (EOLS) CFO receive on 09/08/2025?

The CFO was granted 104,603 RSUs and a stock option covering 143,403 shares with an exercise price of $7.61.

How do the RSUs vest for the EOLS CFO?

The RSUs vest over four years with one‑half of the RSUs vesting on each of the third and fourth anniversaries of 09/08/2025, subject to continued service and certain accelerated vesting events.

What is the vesting schedule for the options granted to the EOLS CFO?

The option vests over four years with 1/4th of the shares vesting annually on each anniversary of 09/08/2025, subject to continued service and certain acceleration provisions.

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

The option has an exercise price of $7.61 and an expiration date of 09/08/2035.

How many shares does the CFO beneficially own after the transaction?

The reporting person beneficially owns 104,603 shares following the reported transactions and holds options to acquire 143,403 additional shares.