Evolus (NASDAQ: EOLS) CFO awarded RSUs, PSUs and options

Rhea-AI Filing Summary

Evolus, Inc. Chief Financial Officer Tatjana Mitchell reported equity awards on Form 4. She acquired 121,489 performance restricted stock units, 177,471 stock options, and 121,489 shares of common stock at a grant price of $0.00 per share, all held directly.

The restricted stock units vest in four equal annual installments starting on February 17, 2026, with potential acceleration upon certain terminations or a change in control. The performance-based units can deliver up to 200% of the granted amount based on financial metrics and relative total shareholder return over a three-year period ending December 31, 2028. The stock options also vest in four equal annual installments beginning on February 17, 2026, subject to continued service and similar acceleration conditions.

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).

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)
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
Common Stock	02/17/2026		A		121,489(1)	A	$0	226,092	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
Performance Restricted Stock Units	(2)	02/17/2026		A		121,489		(3)	(3)	Common Stock	121,489	$0	121,489	D
Stock Option (Right to Buy)	$4.39	02/17/2026		A		177,471		(4)	02/17/2036	Common Stock	177,471	$0	177,471	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:

	/s/ Jeffrey J. Plumer, as attorney-in-fact for Tatjana Mitchell	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.

FAQ

What did Evolus (EOLS) CFO Tatjana Mitchell report in this Form 4?

Evolus (EOLS) CFO Tatjana Mitchell reported receiving equity awards, including restricted stock units, performance-based units, stock options, and common shares. These awards are part of her compensation and vest over several years, aligning her interests with company performance and shareholder returns.

How many performance restricted stock units did the Evolus CFO receive?

Tatjana Mitchell received 121,489 performance restricted stock units (PSUs). Each PSU can convert into up to 200% of one common share, depending on pre-set financial metrics and relative total shareholder return performance over a three-year period ending December 31, 2028.

What stock option grant was reported by Evolus CFO in the Form 4?

The Evolus CFO reported a grant of 177,471 stock options with a grant price of $0.00 per share. These options vest in four equal annual installments starting February 17, 2026, contingent on continued service and with potential acceleration upon certain termination or change in control events.

How do the Evolus CFO’s restricted stock units vest over time?

The reported restricted stock units vest in four equal annual installments, each on the anniversary of February 17, 2026. Vesting is conditioned on continued service, and the units may vest earlier in specific cases such as certain terminations or a change in control at Evolus.

What performance conditions apply to Evolus (EOLS) CFO’s PSUs?

Evolus CFO’s performance-based restricted stock units depend on pre-established financial metrics and relative total shareholder return. Performance is measured over a three-year period ending December 31, 2028. After that period, earned PSUs convert into common shares, up to 200% of the granted units.

Are the Evolus CFO’s equity awards direct or indirect holdings?

All reported awards, including restricted stock units, performance units, stock options, and common stock, are classified as direct ownership. The Form 4 does not reference any intermediary entities or indirect ownership structures for these specific grants to the Evolus Chief Financial Officer.