Palisade Bio (PALI) awards Chief Medical Officer 787,000 RSUs

Rhea-AI Filing Summary

Jones Mitchell Lawrence reported acquisition or exercise transactions in this Form 4 filing.

Palisade Bio Chief Medical Officer Mitchell Lawrence Jones was granted 787,000 restricted stock units on February 9, 2026. Each RSU represents a contingent right to receive one share of Palisade Bio common stock, though the units may be settled in cash until sufficient shares are reserved under the 2021 Equity Incentive Plan.

The RSUs are scheduled to vest as to 1/6 of the award on July 6, 2026, with the remaining portions vesting quarterly over the following 10 quarters. Vesting depends on Jones maintaining continuous service with the company through each vesting date.

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)
02/09/2026

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

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)	02/09/2026		A		787,000		(2)	(2)	Common Stock	787,000	$0	787,000	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 1/6th of the shares on July 6, 2026 and quarterly thereafter over the following 10 quarters, subject to the Reporting Person's continuous service to the Issuer through each such vesting date.

	/s/ Ryker Willie, Attorney-in-Fact	02/11/2026
	** 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.
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FAQ

What insider transaction did Palisade Bio (PALI) report in this Form 4?

Palisade Bio reported a grant of 787,000 restricted stock units to Chief Medical Officer Mitchell Lawrence Jones. The award was made on February 9, 2026, and represents contingent rights to receive common shares, subject to vesting conditions and the company’s share reservation under its 2021 Equity Incentive Plan.

Who received the 787,000 RSU grant at Palisade Bio (PALI)?

Chief Medical Officer Mitchell Lawrence Jones received 787,000 restricted stock units. He is an officer of Palisade Bio, and the RSUs are held directly. The grant reflects equity-based compensation that vests over time, conditioned on his continued service with the company.

How do the 787,000 Palisade Bio (PALI) RSUs vest for the CMO?

The RSUs vest with respect to 1/6 of the shares on July 6, 2026. The remaining units vest quarterly over the following 10 quarters, as long as Mitchell Lawrence Jones continues service with Palisade Bio through each scheduled vesting date.

Can the Palisade Bio (PALI) RSUs granted to the CMO be settled in cash?

Yes, the RSUs may be settled in cash upon vesting until Palisade Bio has sufficient shares reserved under its 2021 Equity Incentive Plan. Once adequate shares are reserved, vested RSUs represent the right to receive common stock on a one-for-one basis.

What does each Palisade Bio (PALI) RSU granted to the CMO represent?

Each restricted stock unit represents a contingent right to receive one share of Palisade Bio common stock. However, until the company has enough shares reserved under its 2021 Equity Incentive Plan, vested RSUs may instead be settled in cash rather than stock.

How many Palisade Bio (PALI) derivative securities does the CMO hold after this grant?

After the February 9, 2026 grant, Mitchell Lawrence Jones beneficially owns 787,000 restricted stock units. These are derivative securities linked to Palisade Bio common stock and are reported as directly owned following the transaction in the Form 4 filing.