PALI insider: 64,400 cash‑settled phantom units granted to director

Rhea-AI Filing Summary

Palisade Bio director Donald Allen received a grant of 64,400 phantom units on 09/04/2025. Each phantom unit represents the economic equivalent of one share of Palisade Bio common stock. The award vests in three equal annual installments beginning August 5, 2026, provided the reporting person remains in 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 termination of service, a liquidity change in control, or the seventh anniversary of the grant. The reporting person’s ownership after the grant is 64,400 common stock equivalents, held directly.

Positive

• Grant disclosed clearly: 64,400 phantom units awarded to director, with explicit vesting schedule and settlement terms
• Retention structure: Vesting in three equal annual installments beginning 08/05/2026 supports director continuity

Negative

• Cash settlement obligation: Vested phantom units are settled solely in cash, creating potential future cash liabilities for the company
• Timing risk: Vesting begins nearly a year after grant, delaying realization and potentially concentrating cash payouts in future periods

Insights

Corporate Governance Expert

TL;DR: Director grant of cash-settled phantom units is a standard retention tool but creates a future cash obligation for the company.

The form shows a 09/04/2025 grant of 64,400 phantom units to a director, vesting in three equal annual installments starting 08/05/2026, contingent on continuous service. These units are cash-settled on vesting or certain triggering events, which creates a potential future cash liability rather than equity dilution. For governance review, key considerations include the size of the grant relative to other director compensation, the cash funding plan for settlements, and whether vesting terms align with shareholder interests. This disclosure is routine but material to assessing near-term cash obligations tied to executive/director compensation.

Compensation Analyst

TL;DR: A sizeable phantom unit award for a director provides retention incentives but shifts payout risk to the company as cash settlements.

The reporting person beneficially owns 64,400 phantom units representing equivalent common shares. Vesting across three annual tranches beginning 08/05/2026 conditions retention. Settlement is expressly cash-only upon vesting or specified events, meaning the company will pay the fair market value in cash rather than issue shares. This affects cash flow planning and compensation expense recognition under accounting rules. The disclosure is specific and standard for non-qualified, cash-settled awards.

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
Estimated average burden
hours per response:			0.5

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^*

Williams Donald Allen

(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
	Officer (give title below)		Other (specify below)

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		64,400		(2)(3)	(2)(3)	Common Stock	64,400	$0	64,400	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 three equal annual installments beginning on August 5, 2026, 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 with the Issuer; (b) a Liquidity Change in Control (as defined in the Phantom Unit Plan) of the Issuer; or (c) 7th anniversary of the grant date.

	/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 PALI director Donald Allen receive on 09/04/2025?

He was granted 64,400 phantom units, each representing the economic equivalent of one share of Palisade Bio common stock.

When do the phantom units vest for the PALI grant?

Vesting occurs in three equal annual installments beginning on 08/05/2026, subject to continuous service through each vesting date.

How are vested phantom units settled according to the Form 4?

Vested phantom units are settled solely in cash based on the fair market value of an equal number of shares upon termination of service, a liquidity change in control, or on the 7th anniversary of the grant.

How many common stock equivalents does the reporting person beneficially own after this transaction?

64,400 common stock equivalents are reported as beneficially owned following the grant.

Is the Form 4 filing individual or joint for this transaction?

The Form 4 was filed by one reporting person (indicated on the form).