PALI Director Emil Chuang Receives 510,700 RSUs; Vesting Over 3 Years

Rhea-AI Filing Summary

Director Emil Chuang received an award of 510,700 restricted stock units (RSUs) on 10/06/2025. Each RSU converts to one share of common stock when settled, although the company may pay cash instead if there are not enough shares reserved under the 2021 Equity Incentive Plan. The RSUs vest for service in three equal annual installments, payable on the earlier of the next annual meeting or the anniversary of 10/06/2025, subject to continuous service. Following the reported grant, the Reporting Person beneficially owns 510,700 shares on a direct basis. The Form 4 was signed by an attorney-in-fact on 10/08/2025.

Positive

• Alignment with shareholders: Director compensation is equity‑based (510,700 RSUs), which links pay to stock performance
• Time‑based vesting: RSUs vest over three equal annual installments, supporting retention through the next annual meeting

Negative

• Potential dilution: Up to 510,700 shares may be issued if RSUs are settled in common stock
• Contingent cash liability: RSUs may be settled in cash if insufficient shares are reserved, creating possible cash outflow

Insights

Corporate Compensation Analyst

Large RSU grant aligns director pay with shareholder outcomes while adding dilution risk.

The grant of 510,700 RSUs ties a director's compensation to future common stock delivery or cash settlement if shares are unavailable under the 2021 Equity Incentive Plan. Vesting occurs in three equal annual installments beginning at the next annual meeting or on the one-year anniversary of 10/06/2025, conditioned on continuous service.

This structure conserves near-term cash but may increase share count over three years if settled in stock; the potential for cash settlement creates a contingent cash liability. Watch whether the company reserves additional shares under the plan or opts for cash settlement during the upcoming annual meeting cycle.

Governance & Dilution Specialist

Grant size is material relative to typical director awards and could be dilute if issued as stock.

A single director receiving 510,700 RSUs is notable because director grants are usually smaller and time‑based; this award may reflect a service or retention arrangement. If these RSUs settle in common stock, outstanding shares will increase by up to 510,700.

Investors should monitor filings for an increase in shares reserved under the 2021 Equity Incentive Plan and future disclosures showing whether settlement was in stock or cash within the next 12–36 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

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^*

Chuang Emil

(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)
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		510,700		(2)	(2)	Common Stock	510,700	$0	510,700	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 are subject to a service-based vesting requirement and shall vest in three equal annual installments, which shall be satisfied on the earlier of (i) the date of the next annual meeting of stockholders or (ii) the anniversary of October 6, 2025, subject to the Reporting Person's continuous service with the Issuer through such 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) report on Form 4 for Emil Chuang?

The Form 4 reports a grant of 510,700 restricted stock units (RSUs) awarded on 10/06/2025, with 510,700 shares beneficially owned following the grant.

When do the RSUs awarded to Emil Chuang vest?

The RSUs vest in three equal annual installments, satisfied on the earlier of the next annual meeting or the anniversary of 10/06/2025, subject to continuous service.

Will the RSUs convert to shares or cash?

Each RSU represents a contingent right to one share, but if the company lacks reserved shares under the 2021 Equity Incentive Plan, the RSUs may be settled in cash upon vesting.

How many shares does Emil Chuang directly own after the transaction?

The reporting states 510,700 shares beneficially owned on a direct basis following the grant.

Who signed the Form 4 for Emil Chuang?

The Form 4 was signed by an attorney‑in‑fact, Ryker Willie, on 10/08/2025.