PALI grants 7,665,800 RSUs to Chief Medical Officer; vesting over 2 years

Rhea-AI Filing Summary

Palisade Bio issued a grant of 7,665,800 restricted stock units (RSUs) to its Chief Medical Officer, representing a contingent right to receive one share per RSU or, if shares are not available, a cash settlement. The RSUs vest in three equal parts: 1/3 on 10/06/2026 with the remaining two thirds vesting quarterly over the following eight quarters, contingent on the officer's continuous service. The grant carries a $0 exercise/settlement price per share and is recorded as a direct beneficial holding of 7,665,800 common shares once settled. The filing reports the insider transaction dated 10/06/2025 and is signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Significant alignment of the Chief Medical Officer with shareholder outcomes via a time‑based equity grant of 7,665,800 RSUs
• Structured vesting over approximately two years encourages retention and continuity of leadership

Negative

• Potential dilution from 7,665,800 shares underlying the RSUs upon settlement
• Possible cash outflow if the company cannot reserve sufficient shares under its 2021 Equity Incentive Plan and must settle RSUs in cash

Insights

Compensation & Insider Ownership Analyst

Large time‑based RSU grant aligns the Chief Medical Officer with long‑term equity value but creates potential near‑term dilution.

The grant of 7,665,800 RSUs vests over roughly two years with 33.3% vesting on 10/06/2026 and the remainder quarterly across eight subsequent quarters, contingent on continuous service. Each RSU entitles the holder to one share on settlement, but the company may settle in cash until sufficient shares are reserved under the 2021 Equity Incentive Plan.

Key dependencies include available shares under the equity plan and the officer remaining in service. Investors should note the $0 settlement price and that settlement could be in cash, which may affect near‑term cash flow if shares are not available; monitor share reserve disclosures and subsequent Form 4 filings for settlement activity within the next 12–24 months.

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^*

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)
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		7,665,800		(2)	(2)	Common Stock	7,665,800	$0	7,665,800	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 shall vest with respect to 1/3rd of the shares on October 6, 2026 and quarterly thereafter over the following eight quarters, subject to the Reporting Person's continuous service to the Issuer through each such vesting 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) disclose in the Form 4 for its Chief Medical Officer?

The Form 4 reports a grant of 7,665,800 restricted stock units (RSUs) to the Chief Medical Officer, vesting 1/3 on 10/06/2026 and quarterly thereafter over eight quarters, with settlement in shares or cash.

When do the RSUs for PALI's Chief Medical Officer begin to vest?

The RSUs begin vesting on 10/06/2026 (one‑third) with the remainder vesting quarterly over the following eight quarters, subject to continuous service.

How many shares will be issued if all RSUs for the CMO of PALI vest?

If all RSUs vest and are settled in stock, 7,665,800 shares of common stock would be issued (one share per RSU).

Can Palisade Bio settle these RSUs in cash instead of stock?

Yes. The disclosure states RSUs may be settled in cash until the company has sufficient shares reserved under its 2021 Equity Incentive Plan to issue upon settlement.

What is the settlement price for the RSUs reported in the PALI Form 4?

The recorded price for the RSUs is $0, reflecting that each RSU converts to one share (or cash equivalent) without an exercise payment.