[Form 4] Medicus Pharma Ltd. Insider Trading Activity

Rhea-AI Filing Summary

On 07/22/2025 Medicus Pharma Ltd. (MDCX) filed a Form 4 for Chief Financial Officer James P. Quinlan. The Board granted Quinlan 50,000 new stock options at a US$3.08 exercise price, vesting quarterly over one year and expiring 07/22/2030. The Board simultaneously accelerated vesting of a prior grant of 20,000 options issued 12/17/2024 at US$2.75 (CAD $3.95) so that they are now fully vested. After these transactions the CFO beneficially owns 70,000 options, all held directly; no common shares were bought or sold. The filing reflects routine equity compensation designed to align management incentives with shareholder value. Should all options be exercised, up to 70,000 additional shares could be issued, representing modest dilution relative to the company’s total share count (not disclosed in this filing).

Positive

• 50,000 new options granted at US$3.08, enhancing CFO’s incentive alignment with shareholders.
• Accelerated vesting of 20,000 existing options indicates Board confidence and supports executive retention.

Negative

• Potential dilution of up to 70,000 shares if all options are exercised.

Insights

Financial Analyst

Equity grant to CFO; 50k options issued, 20k vest accelerated; neutral impact, aligns incentives, limited dilution.

The new grant broadens the CFO’s incentive package to 70,000 options, split between US$3.08 and US$2.75 strike prices. Because no shares changed hands and strike prices exceed the latest disclosed exercise price of prior grants, cash impact is deferred until exercise. The award suggests confidence in management but is not large enough to materially alter per-share metrics. Dilution of roughly 70,000 shares is minor for most issuers, though MDCX’s share count is not included here. Overall valuation impact is neutral; the filing mainly signals ongoing efforts to retain key talent.

Corporate Governance Expert

Standard incentive refresh; accelerated vesting rewards past service, vests future grant over one year, governance risk low.

The Board followed typical practice by accelerating unvested options after just seven months, rewarding the executive ahead of the initial schedule—an accepted retention strategy but one that investors may scrutinise if performance lags. The fresh 50k-option grant includes a one-year vesting cliff that maintains performance linkage. No red flags appear regarding disclosure completeness or Section 16 compliance; the Attorney-in-Fact signature is proper. The action is routine in small-cap life-sciences firms and should not trigger governance concern.

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
Estimated average burden
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).

1. Name and Address of Reporting Person^*

Quinlan James P.

(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 Financial 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)	$2.75(1)							(2)	12/17/2029	Common Shares	20,000		20,000	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 $3.95 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 quarterly in four equal installments over one year from the initial grant date of December 17, 2024. 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 James P. Quinlan	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many new options did MDCX grant to its CFO on July 22 2025?

Medicus Pharma granted 50,000 stock options to CFO James P. Quinlan.

What is the exercise price of the new MDCX options?

The new options carry an exercise price of US$3.08 per share.

How many total options does the CFO now own?

After the transaction the CFO beneficially owns 70,000 options to purchase common shares.

When do the newly granted options vest?

They vest quarterly in four equal installments over one year starting from 07/22/2025.

What was the reason for the accelerated vesting of earlier options?

The Board approved accelerated vesting to make previously unvested 20,000 options fully exercisable immediately.

Will the option grants dilute existing Medicus Pharma shareholders?

If every option is exercised, up to 70,000 new shares would be issued, causing modest dilution.