PALI: Director Donald Allen Receives 1,538,700 RSUs

Rhea-AI Filing Summary

Donald Allen, a director of Palisade Bio, Inc. (PALI), was granted 1,538,700 Restricted Stock Units (RSUs) with a transaction date of 10/06/2025. Each RSU converts into one share of common stock unless the company lacks reserved shares, in which case the RSUs may be settled in cash. The RSUs vest for service in three equal annual installments, to be satisfied on the earlier of the next annual meeting of stockholders or the anniversary of 10/06/2025, subject to continued service. Following the grant, the reporting person beneficially owns 1,538,700 shares (direct).

Positive

• Significant retention incentive: grant of 1,538,700 RSUs vests over three years to support continuity
• Alignment with equity holders: RSUs convert to one share each on vesting, tying compensation to company stock performance

Negative

• Potential dilution: 1,538,700 shares will increase outstanding shares if settled in stock
• Cash settlement risk: RSUs may be settled in cash if plan reserves are insufficient, creating a possible cash obligation

Insights

Corporate Governance & Compensation Expert

Large service-based RSU grant aligns director pay with shareholder outcomes but creates dilution and a cash-settlement fallback.

The grant of 1,538,700 RSUs provides a multi-year retention incentive tied to continued service and the next annual meeting or the 10/06/2025 anniversary for vesting. Structure converts to common shares on vesting, aligning the director's payout with equity performance while preserving flexibility if share reserve limits exist.

The fallback to cash settlement if the 2021 Equity Incentive Plan lacks reserved shares introduces a potential near-term cash obligation for the company and reduces long-term share dilution predictability. Monitor the company’s share reserve status and future equity plan amendments over the next 12–36 months for clarity on settlement mechanics.

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^*

Williams Donald Allen

(Last) (First) (Middle)

1902 WRIGHT PLACE, SUITE 200

(Street)

CARLSBAD CA 92008

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PALISADE BIO, INC. [ PALI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

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
Restricted Stock Units	(1)	10/06/2025		A		1,538,700		(2)	(2)	Common Stock	1,538,700	$0	1,538,700	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock, provided that, until such time as the Issuer has sufficient shares of Issuer common stock reserved under its 2021 Equity Incentive Plan to issue upon settlement of all outstanding grants thereunder, the RSUs may be settled upon vesting in cash.

2. The RSUs are subject to a service-based vesting requirement and shall vest in three equal annual installments, which shall be satisfied on the earlier of (i) the date of the next annual meeting of stockholders or (ii) the anniversary of October 6, 2025, subject to the Reporting Person's continuous service with the Issuer through such date.

	/s/ Ryker Willie, Attorney-in-Fact	10/08/2025
	** 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 Palisade Bio (PALI) director Donald Allen receive on 10/06/2025?

Donald Allen received 1,538,700 Restricted Stock Units (RSUs) on 10/06/2025.

When do the RSUs granted to Donald Allen vest?

The RSUs vest in three equal annual installments, satisfied on the earlier of the next annual meeting of stockholders or the anniversary of 10/06/2025, subject to continued service.

Will the RSUs convert to shares or be paid in cash?

Each RSU represents one share at settlement; however, if the company lacks sufficient reserved shares under its 2021 Equity Incentive Plan, the RSUs may be settled in cash.

How many shares does the reporting person beneficially own after the grant?

Following the reported transaction, the reporting person beneficially owns 1,538,700 shares (reported as direct ownership).

Does this Form 4 indicate any option exercise price or cash paid?

No exercise price or cash paid is reported; the RSUs were granted with a reported price of $0 as contingent units.