PALI Form 4: 9.18M RSUs granted to director/officer

Rhea-AI Filing Summary

Palisade Bio reported that John David Finley, a director and officer (CEO, CFO), was granted 9,179,400 restricted stock units (RSUs) on 10/06/2025. Each RSU converts to one share of common stock when settled, though RSUs may be paid in cash if there are not enough shares reserved under the 2021 Equity Incentive Plan. The RSUs vest 1/3 on 10/06/2026 and then quarterly over the next eight quarters, conditioned on continuous service. The reported grant has a $0 per-share exercise/settlement price and is held directly by the reporting person.

Positive

• 9,179,400 RSU grant aligns CEO/Officer incentives with shareholder value through multi-period vesting
• Structured vesting (1/3 on 10/06/2026, then quarterly) encourages continued service over ~2 years

Negative

• Potential dilution of 9,179,400 shares if RSUs are settled in stock, which could affect per-share metrics
• Cash settlement risk exists if plan reserves are insufficient, creating potential near-term cash outflow

Insights

Corporate Governance Expert

Large CEO/Officer equity grant ties compensation to long-term service.

The grant of 9,179,400 RSUs is a sizeable equity award to a reporting person who serves as both a director and an officer, aligning part of compensation with future equity value because each RSU converts to one share upon settlement. Vesting is structured with a one-year cliff followed by quarterly vesting over two years, which encourages continued service through 10/06/2026 and the subsequent eight quarters.

Key dependencies include the availability of shares under the 2021 Equity Incentive Plan—if shares are unavailable, settlement may occur in cash, altering dilution and cash needs. Monitor the company’s equity reserve updates and filings over the next 12 months for impacts on outstanding shares and governance disclosures.

Compensation & Dilution Analyst

The award creates potential near-term dilution or cash settlement exposure.

Because the RSUs represent 9,179,400 underlying shares with a $0 stated price, the grant will either increase outstanding shares if settled in stock or require cash outflow if settled in cash when plan reserves are insufficient. The vesting schedule (one‑third on 10/06/2026, then quarterly over eight quarters) phases the potential dilution or cash impact across roughly two years.

Watch quarterly disclosure of shares reserved under the equity plan and subsequent Form 4/Form 5 entries to quantify actual dilution or cash payments within the next 24 months. A follow-up disclosure will show whether settlement occurs in stock or cash.

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^*

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)
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		9,179,400		(2)	(2)	Common Stock	9,179,400	$0	9,179,400	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 1/3rd of the shares on October 6, 2026 and quarterly thereafter over the following eight quarters, subject to the Reporting Person's continuous service to the Issuer through each such vesting 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) disclose in this Form 4?

The filing reports a grant of 9,179,400 restricted stock units to John David Finley on 10/06/2025, with vesting starting 10/06/2026.

Who is the reporting person on the Form 4 for PALI?

The reporting person is John David Finley, identified as a director and officer (CEO, CFO).

How do the RSUs vest for this grant?

The RSUs vest 1/3 on 10/06/2026 and then quarterly over the following eight quarters, subject to continuous service.

Will these RSUs cause dilution for PALI shareholders?

If settled in stock, the RSUs represent 9,179,400 potential new shares and therefore would dilute existing shareholders; if settled in cash, they will not increase share count but could require cash payment.

What price was reported for the RSU award?

The reported price for the underlying shares is $0, reflecting that these are restricted stock units rather than purchases.