Form 4: Jones Mitchell Lawrence reports multiple insider transactions in PALI

Rhea-AI Filing Summary

Jones Mitchell Lawrence reported multiple insider transaction types in a Form 4 filing for PALI. The filing lists transactions totaling 17,989 shares at a weighted average price of $1.75 per share. Following the reported transactions, holdings were 13,263 shares.

Insights

Equity Compensation and Governance Analyst

Routine equity award vesting with tax-related sale; limited governance impact.

The Chief Medical Officer of Palisade Bio, Jones Mitchell Lawrence, converted 8,000 restricted stock units into common shares on February 11, 2026 at an exercise price of $0. This increased his direct common holdings before a subsequent tax-related sale.

On February 12, 2026, he sold 1,989 common shares at $1.75 per share in an open-market transaction specifically to cover tax withholding obligations tied to the RSU settlement. Such transactions are typical for executives managing tax liabilities rather than signaling discretionary selling.

Following these moves, he directly owns 13,263 common shares and 16,000 restricted stock units. The RSUs vest in three equal annual installments starting February 11, 2026, contingent on continued service, so future filings may show additional scheduled vesting activity.

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
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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)
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)		8,000	A	(1)	15,252(2)	D
Common Stock	02/12/2026		S(3)		1,989	D	$1.75	13,263	D

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	(4)	02/11/2026		M			8,000	(5)	(5)	Common Stock	8,000	$0	16,000	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 3,400 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. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

5. 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).
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 insider transactions did Palisade Bio (PALI) report for its Chief Medical Officer?

Palisade Bio reported that Chief Medical Officer Jones Mitchell Lawrence converted 8,000 restricted stock units into common shares on February 11, 2026, then sold 1,989 shares on February 12, 2026 at $1.75 per share, primarily to satisfy tax withholding obligations from the RSU vesting.

How many Palisade Bio (PALI) shares does the CMO hold after this Form 4?

After the reported transactions, Chief Medical Officer Jones Mitchell Lawrence directly owns 13,263 shares of Palisade Bio common stock. He also holds 16,000 restricted stock units that provide a contingent right to receive an equal number of shares, subject to future vesting conditions and continued service with the company.

Why did the Palisade Bio (PALI) CMO sell 1,989 shares on February 12, 2026?

The CMO sold 1,989 common shares at $1.75 on February 12, 2026 to cover tax withholding obligations. The filing explains that these shares were sold specifically in connection with the vesting and settlement of restricted stock units, making it a tax-driven transaction rather than a discretionary share sale.

What are the terms of the restricted stock units reported for Palisade Bio (PALI)?

Each restricted stock unit represents a contingent right to receive one share of Palisade Bio common stock. The 16,000 RSUs are scheduled to vest in three equal annual installments beginning on February 11, 2026, conditioned on the CMO’s continuous service with the company through each vesting date.

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

The vested restricted stock units settled into 8,000 common shares on February 11, 2026, and were originally granted on February 11, 2025. The filing notes that the reported sale was tied to tax obligations arising from this RSU vesting and settlement event.

Does the Palisade Bio (PALI) Form 4 mention other share acquisitions by the CMO?

Yes. The footnotes state that the CMO’s holdings include 3,400 shares acquired under Palisade Bio’s Employee Stock Purchase Plan on November 20, 2025. These ESPP shares are part of his total beneficial ownership reported after the RSU settlement and tax-related share sale.