Director option grant at PDS Biotechnology (PDSB) totals 54,876 options

Rhea-AI Filing Summary

BRAWLEY OTIS W reported acquisition or exercise transactions in this Form 4 filing.

PDS Biotechnology Corp director Otis W. Brawley received a grant of stock options. He was awarded 54,876 Employee Stock Options (Right to Buy), recorded at a grant price of $0.00 per option. The options vest in full on the first anniversary of the grant date, contingent on his continued service as a director.

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^*

BRAWLEY OTIS W

(Last) (First) (Middle)

C/O PDS BIOTECHNOLOGY CORPORATION

303A COLLEGE ROAD EAST

(Street)

PRINCETON NJ 08540

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PDS Biotechnology Corp [ PDSB ]

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)
01/12/2026

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
Employee Stock Option (Right to Buy)	$0.98	01/12/2026		A		54,876		(1)	01/12/2036	Common Stock	54,876	$0	54,876	D

Explanation of Responses:

1. The Stock Option will vest in full and become fully exercisable on the first anniversary of the date of grant, subject to the Reporting Person's continued service to the Issuer as a director through such date.

	/s/ Spencer Brown, as Attorney-in-Fact	03/03/2026
	** 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 insider transaction did PDS Biotechnology (PDSB) report for director Otis W. Brawley?

PDS Biotechnology reported that director Otis W. Brawley received a grant of 54,876 Employee Stock Options (Right to Buy). This award was recorded at a grant price of $0.00 per option and increases his directly held derivative holdings by the same amount.

How many stock options were granted to the PDSB director in this Form 4?

The director was granted 54,876 Employee Stock Options. These options represent rights to buy PDS Biotechnology common stock and bring his total derivative holdings to 54,876 options following the transaction, as disclosed in the insider trading report.

When do Otis W. Brawley’s PDS Biotechnology stock options vest?

The stock options vest in full on the first anniversary of the grant date. Vesting is conditioned on the director’s continued service to PDS Biotechnology as a board member through that one-year anniversary, according to the accompanying footnote disclosure.

What does a grant of Employee Stock Options (Right to Buy) mean for PDSB’s director?

A grant of Employee Stock Options gives the director rights to buy shares in the future, typically at a preset exercise price. In this case, 54,876 options were awarded, recorded with a grant price of $0.00, and will vest after one year of continued service.

Is the PDS Biotechnology director’s option grant categorized as a buy or sell transaction?

The option grant is categorized as an acquisition, not a market buy or sell. The Form 4 uses transaction code “A” and describes it as a grant, award, or other acquisition of derivative securities rather than an open-market purchase or sale.

How did this option grant change the director’s holdings in PDS Biotechnology?

Following the grant, the director’s total directly held derivative securities increased to 54,876 stock options. Before this transaction, he did not report holdings of this specific option grant, so the award fully accounts for his reported derivative position afterward.