PALI Form 4: CEO/Director granted 323,400 cash-settled Phantom Units

Rhea-AI Filing Summary

Palisaade Bio insider grant: The filing shows that John David Finley, a director and officer (listed as CEO, CFO), was granted 323,400 Phantom Units on 09/04/2025. Each Phantom Unit equals the economic value of one share of common stock and the award vests in 12 equal quarterly installments beginning November 5, 2025, subject to the reporting persons continuous service through each vesting date. Vested Phantom Units will be settled solely in cash based on the fair market value of an equal number of shares upon the earliest of termination by the issuer without cause, a liquidity change in control, or the 7th anniversary of the grant date, per the issuers Phantom Unit Plan. The Form 4 was signed by an attorney-in-fact on 09/05/2025.

Positive

• Retention-focused award: Vesting over 12 quarterly installments encourages long-term service
• Cash-settled structure: Phantom Units do not immediately dilute shares because settlement is in cash

Negative

• Large contingent obligation: 323,400 Phantom Units create a potential future cash liability upon vesting or liquidity events
• Limited valuation disclosure: The filing does not state the per-share fair market value used to estimate potential payout

Insights

Corporate Governance Expert

TL;DR: A sizable cash-settled retention grant to a director/officer with multi-year vesting; governance impact is moderate and routine.

The grant of 323,400 Phantom Units is a compensation and retention tool rather than an immediate equity issuance because units settle in cash. The 12-quarter vesting schedule aligns executive incentives with multi-quarter service, and settlement triggers (involuntary termination without cause, change in control, or seven years) are standard for retention awards. From a governance perspective, material considerations include the potential cash liability on vesting or liquidity event and the concentration of award recipients in senior management. The filing provides clear vesting and settlement mechanics but does not disclose valuation assumptions or the current fair market value used to estimate liability, which limits assessment of near-term financial impact.

Compensation Analyst

TL;DR: Large phantom-unit grant aligns pay with stock value but creates contingent cash obligation; disclosure is routine.

323,400 Phantom Units, each tied to one share's economic value, represent a significant long-term incentive award. Quarterly vesting beginning November 5, 2025 spreads service requirements over three years, promoting retention. Cash-only settlement avoids immediate dilution but creates a potential cash payout triggered by termination without cause, a liquidity event, or at the 7-year mark. The filing does not state the grant date fair market value per share or any cap/thresholds, so the expected payout magnitude and accounting treatment cannot be determined from this Form 4 alone.

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^*

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)
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		323,400		(2)(3)	(2)(3)	Common Stock	323,400	$0	323,400	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.

	/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 John David Finley receive according to the PALI Form 4?

He was granted 323,400 Phantom Units on 09/04/2025, each equal to one shares economic value.

When do the Phantom Units vest for PALI insider John Finley?

The units vest in 12 equal quarterly installments beginning November 5, 2025, subject to continuous service.

How will vested Phantom Units be settled under the PALI plan?

Vested Phantom Units will be settled solely in cash based on the fair market value of an equal number of common shares upon specified triggering events.

What events trigger settlement of PALI Phantom Units?

Settlement occurs on the earliest of: (a) issuer termination of service without cause; (b) a liquidity change in control; or (c) the 7th anniversary of the grant date.

Does the Form 4 disclose the dollar value of the Phantom Units?

No. The Form 4 lists the unit quantity and cash settlement terms but does not disclose a per-share fair market value or estimated payout amount.