STOCK TITAN

Palisade Bio (PALI) CEO Finley sells shares to cover RSU tax

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

PALISADE BIO, INC. CEO and CFO John David Finley reported routine equity compensation activity, including RSU settlement, warrant exercise, and a related share sale to cover taxes. On July 6–7, 2026, he acquired 335,167 common shares through vested Restricted Stock Units and 133 shares via exercise of a Series 2 warrant at $0.70 per share. He then sold 146,798 common shares at a weighted average price of $2.0664 per share solely to satisfy tax withholding obligations tied to the RSU vesting. After these transactions, he holds 217,555 common shares directly and 51 shares indirectly through FCW Investments, LLC, over which he has sole voting and investment power.

Positive

  • None.

Negative

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Insights

Finley’s Form 4 shows routine equity compensation vesting with tax-driven share sales.

The filing indicates John David Finley received PALISADE BIO equity mainly through vesting of Restricted Stock Units and a small warrant exercise. He acquired 335,167 shares from RSUs and 133 shares from a Series 2 warrant, reflecting normal executive compensation mechanics.

The sale of 146,798 shares at a weighted average $2.0664 per share is explicitly described as covering tax withholding obligations from RSU vesting, not a discretionary open-market liquidation. Following these moves, he still directly owns 217,555 shares, plus 51 indirect shares via FCW Investments, LLC.

The RSUs continue to vest over time, with 1/6 vesting on July 6, 2026 and additional portions quarterly over 10 subsequent quarters, contingent on continued service. This pattern points to ongoing equity-based incentives rather than a significant change in his economic exposure.

Insider Finley John David
Role CEO, CFO
Sold 146,798 shs ($303K)
Type Security Shares Price Value
Exercise Series 2 Common Stock Purchase Warrant 133 $0.00 --
Sale Common Stock 146,798 $2.0664 $303K
Exercise Common Stock 133 $0.70 $93.10
Exercise Restricted Stock Units 335,167 $0.00 --
Exercise Common Stock 335,167 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Series 2 Common Stock Purchase Warrant — 0 shares (Direct, null); Common Stock — 217,555 shares (Direct, null); Restricted Stock Units — 1,675,833 shares (Direct, null); Common Stock — 51 shares (Indirect, By FCW Investments, LLC)
Footnotes (1)
  1. The shares were issued pursuant to settlement of vested Restricted Stock Units ("RSUs") granted on February 9, 2026. Includes 1,899 shares acquired under the Issuer's Employee Stock Purchase Plan on May 20, 2026. In addition, the amount of securities beneficially owned was reduced by 66 shares due to an administrative error in the total reported in the Form 4 filed February 13, 2026. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.045 to $2.09, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range. The Reporting Person is the managing member of FCW Investments, LLC and has the sole investment and voting power over the securities held by this entity. Each RSU represents a contingent right to receive one share of the Issuer's common stock. 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. As adjusted in accordance with the terms of the Series 2 Common Stock Purchase Warrants following the public offering that closed on October 2, 2025. Reflects adjustments pursuant to the Issuer's 1-for-50 reverse stock split effective November 15, 2022, and the Issuer's 1-for-15 reverse stock split effective April 5, 2024. Represents Series 2 Common Stock Purchase Warrants received as part of the Units purchased by Reporting Person. The Series 2 Warrants became exercisable upon receipt of stockholder approval per Nasdaq rules, which was obtained on October 6, 2022.
Shares sold for tax withholding 146,798 shares at $2.0664 Common stock sale to cover RSU tax obligations
RSU shares vested 335,167 shares Common stock issued upon RSU settlement on July 6, 2026
Warrant exercise 133 shares at $0.70 Series 2 Common Stock Purchase Warrant exercise
Direct holdings after transactions 217,555 shares Common stock owned directly by Finley following July 7, 2026
Indirect holdings via FCW Investments, LLC 51 shares Common stock held indirectly with sole voting and investment power
Remaining RSUs after vesting 1,675,833 RSUs Restricted Stock Units outstanding after 335,167 vested
Restricted Stock Units financial
"The shares were issued pursuant to settlement of vested Restricted Stock Units ("RSUs") granted on February 9, 2026."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Employee Stock Purchase Plan financial
"Includes 1,899 shares acquired under the Issuer's Employee Stock Purchase Plan on May 20, 2026."
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
Series 2 Common Stock Purchase Warrants financial
"Represents Series 2 Common Stock Purchase Warrants received as part of the Units purchased by Reporting Person."
reverse stock split financial
"Reflects adjustments pursuant to the Issuer's 1-for-50 reverse stock split effective November 15, 2022, and the Issuer's 1-for-15 reverse stock split effective April 5, 2024."
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
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FAQ

What did PALISADE BIO (PALI) CEO John David Finley report in this Form 4?

John David Finley reported RSU vesting, a small warrant exercise, and a related share sale. He received 335,167 shares from Restricted Stock Units and 133 shares from a Series 2 warrant, then sold 146,798 shares to cover tax withholding obligations tied to the RSU settlement.

How many PALISADE BIO (PALI) shares did the CEO sell, and at what price?

Finley sold 146,798 PALISADE BIO common shares at a weighted average price of $2.0664 per share. Footnotes state the sale was executed in multiple trades between $2.045 and $2.09, and full price breakdowns are available from the company or upon regulatory request.

Was the PALISADE BIO (PALI) CEO’s share sale a discretionary sale or for taxes?

The sale was for tax obligations, not a discretionary liquidation. A footnote explains the 146,798 shares sold represent stock sold to cover tax withholding obligations arising from the vesting and settlement of Restricted Stock Units granted to Finley as part of his compensation.

How many PALISADE BIO (PALI) shares does CEO John David Finley own after these transactions?

After the reported transactions, Finley owns 217,555 PALISADE BIO common shares directly. He also has indirect beneficial ownership of 51 additional shares held through FCW Investments, LLC, where he is managing member with sole voting and investment power over those securities.

What Restricted Stock Unit (RSU) activity did PALISADE BIO (PALI) disclose for its CEO?

The filing shows 335,167 RSUs vested and settled into an equal number of PALISADE BIO common shares. Each RSU represents the right to receive one share. Remaining RSUs vest 1/6 on July 6, 2026, and quarterly over the following 10 quarters, subject to continued service.

Did the PALISADE BIO (PALI) CEO exercise any warrants in this Form 4?

Yes. Finley exercised Series 2 Common Stock Purchase Warrants for 133 PALISADE BIO common shares at an exercise price of $0.70 per share. Following this exercise, his reported balance of these Series 2 warrants decreased to zero, reflecting full use of that small warrant position.

What indirect PALISADE BIO (PALI) holdings does the CEO report through FCW Investments, LLC?

The Form 4 lists 51 PALISADE BIO common shares held indirectly through FCW Investments, LLC. A footnote states Finley is the managing member of this entity and holds sole voting and investment power over the securities, so they are included in his beneficial ownership totals.
SEC Form 4
FORM 4UNITED 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*
Finley John David

(Last)(First)(Middle)
C/O PALISADE BIO, INC.
4600 SOUTH SYRACUSE STREET, SUITE 900

(Street)
DENVER COLORADO 80237

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
PALISADE BIO, INC. [ PALI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO, CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/06/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock07/06/2026M(1)335,167A(1)364,353(2)D
Common Stock07/07/2026S(3)146,798D$2.0664(4)217,555D
Common Stock07/07/2026M133A$0.7217,688D
Common Stock51IBy FCW Investments, LLC(5)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(6)07/06/2026M335,167 (7) (7)Common Stock335,167$01,675,833D
Series 2 Common Stock Purchase Warrant$0.7(8)07/07/2026M133(9) (10)08/16/2027Common Stock133$00D
Explanation of Responses:
1. The shares were issued pursuant to settlement of vested Restricted Stock Units ("RSUs") granted on February 9, 2026.
2. Includes 1,899 shares acquired under the Issuer's Employee Stock Purchase Plan on May 20, 2026. In addition, the amount of securities beneficially owned was reduced by 66 shares due to an administrative error in the total reported in the Form 4 filed February 13, 2026.
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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.045 to $2.09, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
5. The Reporting Person is the managing member of FCW Investments, LLC and has the sole investment and voting power over the securities held by this entity.
6. Each RSU represents a contingent right to receive one share of the Issuer's common stock.
7. 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.
8. As adjusted in accordance with the terms of the Series 2 Common Stock Purchase Warrants following the public offering that closed on October 2, 2025.
9. Reflects adjustments pursuant to the Issuer's 1-for-50 reverse stock split effective November 15, 2022, and the Issuer's 1-for-15 reverse stock split effective April 5, 2024.
10. Represents Series 2 Common Stock Purchase Warrants received as part of the Units purchased by Reporting Person. The Series 2 Warrants became exercisable upon receipt of stockholder approval per Nasdaq rules, which was obtained on October 6, 2022.
/s/ Ryker Willie, Attorney-in-Fact for John David Finley07/08/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)