Form 4: Finley John David reports multiple insider transactions in PALI

Rhea-AI Filing Summary

Finley John David reported multiple insider transaction types in a Form 4 filing for PALI. The filing lists transactions totaling 30,562 shares at a weighted average price of $1.75 per share. Following the reported transactions, holdings were 27,353 shares.

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^*

Finley John David

(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
X	Officer (give title below)		Other (specify below)
	CEO, CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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	02/11/2026		M(1)		13,333	A	(1)	31,249(2)	D
Common Stock	02/12/2026		S(3)		3,896	D	$1.75	27,353	D
Common Stock								51	I	By FCW Investments, LLC(4)

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	(5)	02/11/2026		M			13,333	(6)	(6)	Common Stock	13,333	$0	26,667	D

Explanation of Responses:

1. The shares were issued pursuant to settlement of vested Restricted Stock Units ("RSUs") granted on February 11, 2025.

2. Includes 4,444 shares acquired under the Issuer's Employee Stock Purchase Plan on November 20, 2025.

3. The sale reported in this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs.

4. Reporting Person is the managing member of FCW Investments, LLC and has the sole investment and voting power over the securities held by this entity.

5. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

6. The RSUs shall vest in three equal annual installments beginning on February 11, 2026, subject to the Reporting Person's continuous service to the Issuer through each such vesting date.

	/s/ Ryker Willie, Attorney-in-Fact	02/13/2026
	** 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).
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FAQ

What insider transactions did PALI CEO Finley John David report on this Form 4?

Finley John David reported exercising restricted stock units into 13,333 common shares and then selling 3,896 shares at $1.75 per share. The sale was specifically to cover tax withholding obligations tied to the RSU vesting and settlement.

How many Palisade Bio (PALI) shares does the CEO own after these transactions?

After the reported transactions, Finley John David directly owned 27,353 shares of Palisade Bio common stock and indirectly held 51 shares through FCW Investments, LLC, over which he has sole investment and voting power, according to the filing footnotes.

Why did the PALI CEO sell 3,896 shares of common stock?

The filing states the 3,896-share sale at $1.75 per share was made to cover tax withholding obligations. These obligations arose from the vesting and settlement of restricted stock units that were granted on February 11, 2025 and settled on February 11, 2026.

What are the terms of the Palisade Bio restricted stock units held by the CEO?

Each restricted stock unit represents a right to receive one share of Palisade Bio common stock. The remaining 26,667 RSUs will vest in three equal annual installments starting February 11, 2026, if Finley John David continues to serve the company.

When were the Palisade Bio (PALI) RSUs originally granted to the CEO?

The vested restricted stock units settled into 13,333 shares on February 11, 2026 were originally granted on February 11, 2025. The filing notes that these vested RSUs triggered both the share issuance and the tax-related share sale.

How many Palisade Bio RSUs does the CEO still hold after the reported exercise?

Following the exercise of 13,333 restricted stock units into common stock, Finley John David continued to beneficially own 26,667 RSUs. These units are scheduled to vest in three equal annual installments beginning on February 11, 2026, subject to continued service.