[Form 4] Medicus Pharma Ltd. Insider Trading Activity

Rhea-AI Filing Summary

Medicus Pharma Ltd. (MDCX) filed a Form 4 on 24 Jul 2025 for director Sara R. May.

• New grant: 25,000 stock options acquired on 22 Jul 2025 at an exercise price of US$3.08; vest quarterly over one year; expire 22 Jul 2030.
• Accelerated vesting: Board accelerated a prior 15,000-option grant dated 17 Dec 2024, exercise price US$2.75 (converted from C$3.95); all options now fully vested, expire 17 Dec 2029.
• No open-market share transactions; activity limited to derivative awards.
• After the transactions Ms. May directly holds 40,000 fully vested options; no change reported in common share ownership.

The filing reflects routine director compensation with limited dilution (40k shares if exercised) and carries minimal fundamental impact for shareholders.

Positive

• Alignment of interests: Additional options incentivise the director to enhance long-term share value.

Negative

• Potential dilution: Full exercise would add 40,000 shares, though likely immaterial to total shares outstanding.

Insights

Corporate Governance Analyst

TL;DR: Routine option grant and vesting acceleration; negligible governance or financial impact.

The Board awarded 25k options to a non-executive director at US$3.08 and accelerated vesting on a prior 15k-option grant. In total, 40k options—small relative to typical biotech float—became fully vested. No cash outlay or share sale occurred, so immediate dilution is zero; future dilution remains modest. Such awards are customary for aligning director incentives and do not signal operational change. I view the filing as neutral for valuation and governance risk.

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).

1. Name and Address of Reporting Person^*

Mehmud Faisal

(Last) (First) (Middle)

300 CONSHOHOCKEN STATE ROAD

SUITE 200

(Street)

W. CONSHOHOCKEN PA 19428

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Medicus Pharma Ltd. [ MDCX ]

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

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

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)	$2.26(1)							(2)	11/14/2029	Common Shares	100,000		100,000	D
Stock Option (right to buy)	$3.08	07/22/2025		A		50,000		(3)	07/22/2030	Common Shares	50,000	$0	50,000	D

Explanation of Responses:

1. Represents an exercise price of $3.25 Canadian dollars, converted to U.S. dollars at the daily average exchange rate of $1.00 to CAD$1.4379 reported by the Bank of Canada on December 30, 2024.

2. The board of directors of Medicus Pharma Ltd. (the ?Board?) approved, during a Board meeting held on July 22, 2025, accelerated vesting of the Reporting Person's options that were otherwise unvested and scheduled to vest annually in five equal installments beginning on November 14, 2025. All these options are now vested.

3. The option was granted on July 22, 2025. The option is scheduled to vest quarterly in four equal installments over one year.

	/s/ Raza Bokhari, as Attorney-in-Fact, for Faisal Mehmud	07/24/2025
	** 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).
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FAQ

How many options did director Sara R. May receive from MDCX?

She acquired 25,000 new stock options on 22 Jul 2025 and now holds 40,000 in total.

What is the exercise price of the new Medicus Pharma options?

The exercise price is US$3.08 per common share.

When do the new MDCX options vest?

They vest quarterly in four equal instalments over one year from 22 Jul 2025.

Did the filing report any open-market share purchases or sales?

No, the Form 4 only discloses derivative (option) activity; no common shares were bought or sold.

What is the impact of accelerated vesting on the 2024 option grant?

All 15,000 options granted on 17 Dec 2024 are now fully vested, increasing Ms. May’s exercisable holdings immediately.

How does this Form 4 affect Medicus Pharma shareholders?

It introduces a minor potential dilution of 40k shares upon future exercise but has no immediate financial impact.