Palisade Bio CMO receives 289,000 cash-settled phantom units; vesting begins Nov 2025

Rhea-AI Filing Summary

Palisade Bio insider grant: Jones Mitchell Lawrence, listed as an officer serving as Chief Medical Officer, was granted 289,000 Phantom Units on 09/04/2025. Each Phantom Unit equals one share of common stock and the award was granted at $0 per unit. The Phantom Units vest in 12 equal quarterly installments beginning November 5, 2025, contingent on continuous service, and vested units are payable solely in cash based on the fair market value of the underlying shares upon specified settlement events including termination by the issuer without Cause, a liquidity change in control, or the seventh anniversary of the grant. The filing reports 289,000 shares beneficially owned following the transaction and is signed by an attorney-in-fact on 09/05/2025.

Positive

• Substantial retention incentive: 289,000 Phantom Units align the Chief Medical Officer with long-term service through quarterly vesting.
• No immediate dilution: Phantom Units are cash-settled, so they do not immediately increase outstanding common shares.

Negative

• Potential cash obligation: Cash settlement creates a material future liability tied to the stock price rather than equity dilution.
• Extended vesting schedule: Vesting in 12 quarterly installments delays full alignment and defers realization, which may concentrate retention risk over time.

Insights

Financial Analyst

TL;DR Executive granted 289,000 cash-settled phantom units, creating potential future cash obligations tied to stock value.

The grant of 289,000 Phantom Units is a sizeable compensation award for a senior executive and will vest over three years, aligning long-term service with reward. Because the award is cash-settled, the company carries a potential cash liability that will depend on future share price and triggering events, unlike equity-settled awards which dilute shareholders instead. Investors should note the timing of cash settlement triggers and that the grant was made at zero intrinsic price, indicating this is a service-vested retention award rather than an at-the-money option. The filing does not include any acceleration provisions beyond the stated settlement events.

Corporate Governance Expert

TL;DR Compensation structure favors cash settlement and multi-quarter vesting, impacting governance of long-term incentives.

The Phantom Unit plan terms described create deferred cash compensation tied to equity value, which can be appropriate for retention but reduces direct owner alignment that stock grants provide. Vesting in 12 equal quarterly installments starting November 5, 2025, conditions retention through multiple service periods. The settlement clauses—termination without Cause, change in control event, or seven-year maturity—are clear and limited; however, cash settlement upon these events means shareholders do not receive additional equity dilution but may face cash outflows. Disclosure is specific but limited to this grant; no aggregate outstanding phantom liability or plan cap is provided in this filing.

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).

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^*

Jones Mitchell Lawrence

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

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
Phantom Units	(1)	09/04/2025		A		289,000		(2)(3)	(2)(3)	Common Stock	289,000	$0	289,000	D

Explanation of Responses:

1. Each Phantom Unit is the economic equivalent of one share of the Issuer's common stock.

2. The Phantom Units vest in 12 equal quarterly installments beginning on November 5, 2025, subject to the Reporting Person's continuous service through each applicable vesting date.

3. Vested Phantom Units shall be settled solely in cash based on the fair market value of an equal number of shares of the Issuer's common stock on the earliest to occur of any of the following events: (a) termination of the Reporting Person's continuous service by the Issuer without Cause; (b) a Liquidity Change in Control of the Issuer; or (c) 7th anniversary of the grant date, in each case as such capitalized terms are defined in the Issuer's Phantom Unit Plan.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Ryker Willie, Attorney-in-Fact	09/05/2025
	** 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 PALI insider Jones Mitchell Lawrence receive on 09/04/2025?

He was granted 289,000 Phantom Units, each representing the economic equivalent of one share of common stock.

When do the Phantom Units vest and how are they paid?

They vest in 12 equal quarterly installments beginning November 5, 2025 and vested units are payable solely in cash based on fair market value upon specified events.

What events trigger settlement of vested Phantom Units?

Settlement occurs on the earliest of: (a) issuer termination of the reporting person without Cause, (b) a Liquidity Change in Control of the issuer, or (c) the 7th anniversary of the grant date.

How many shares does the filing report as beneficially owned after the grant?

The filing reports 289,000 shares beneficially owned following the reported transaction.

Was the grant priced or purchased by the reporting person?

The Phantom Units were granted at a $0 price per unit according to the filing.