Pelthos Therapeutics (PTHS) revises board cash fees and equity practices

Rhea-AI Filing Summary

Pelthos Therapeutics Inc. updated how it pays its non-employee directors, following a review by its compensation committee and approval by the board. Effective January 1, 2026, board members receive an annual cash retainer of $40,000, while the non-executive chairman receives $60,000. Committee retainers include $7,000 for audit committee members and $19,000 for the audit chair, $5,000 for compensation committee members and $15,000 for its chair, and $4,000 for nominating and corporate governance committee members and $12,000 for its chair.

The company notes that non-employee directors may receive an initial equity grant under its 2023 Equity Incentive Plan when they first join the board, at the board’s discretion, but they do not receive annual equity awards for ongoing service. Pelthos also furnished, but did not file, an investor presentation on its website as of January 12, 2026, highlighting that this information is provided under Regulation FD and is not incorporated into other securities filings unless specifically referenced.

false 0001919246 0001919246 2026-01-06 2026-01-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 6, 2026

Pelthos Therapeutics Inc. 

(Exact name of registrant as specified in its charter)

Nevada		001-41964		86-3335449
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4020 Stirrup Creek Drive, Suite 110 Durham, NC		27703
(Address of registrant’s principal executive office)		(Zip code)

Registrant’s telephone number, including area code: (919) 908-2400

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		PTHS		The NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 6, 2026, the board of directors (the “Board”) of Pelthos Therapeutics Inc. (the “Company”), upon recommendation from the compensation committee of the Board (the “Compensation Committee”) following its annual assessment of the Board’s compensation program, approved the following changes to the cash and equity compensation of non-employee directors (as amended, the “Director Compensation Policy”), which changes adjust the Board’s compensation program to more closely align with the non-employee director compensation practices of the Company’s peer group. Beginning January 1, 2026:

• the annual cash retainer fee for service as a Non-Executive Chairman will be increased from $50,000 to $60,000, with the annual cash retainer for service as a member of the Board and its committees remaining unchanged; and

• the Company will begin paying annual cash retainer fees for service as members and chairpersons of the Board’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

As a result of the foregoing approvals, the Director Compensation Policy provides for the following cash and equity compensation to the Company’s non-employee directors:

Cash Compensation

		Effective January 1, 2026
		Amount ($)
Board of Directors:
Member			40,000
Non-Executive Chairman			60,000
Audit Committee:
Member			7,000
Chair			19,000
Compensation Committee:
Member			5,000
Chair			15,000
Nominating and Corporate Governance Committee:
Member			4,000
Chair			12,000

Equity Compensation

On or about the time a new non-employee director joins the Board, the new non-employee director may be granted an initial grant of awards under the Pelthos Therapeutics Inc. 2023 Equity Incentive Plan, as amended (the “Plan”), as determined by, and at the discretion of, the Board upon recommendation from the Compensation Committee.

Non-employee directors do not receive annual grants of equity awards under the Plan as compensation for service as a member of the Board or its committees.

Item 7.01. Regulation FD Disclosure.

On January 12, 2026, the Company made available a presentation on its website. A copy of the presentation is attached hereto as Exhibit 99.1. Information contained on the Company’s website is not incorporated by reference into and should not be considered to be part of this Current Report on Form 8-K. 

The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, which is incorporated into this Item 7.01 by reference, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing. The information set forth in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Forward-Looking Statements

Exhibit 99.1 attached hereto contains, and may indicate, forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and as defined in the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company’s future activities, or future events or conditions, including without limitation, those statements relating to the success of its products and product candidates, timing, progress and results of any preclinical and clinical trials, its estimates regarding the potential market opportunity for its products and product candidates, its ability to develop its pipeline, its ability to protect its intellectual property and enforce its intellectual property rights, its ability to procure new customers and partners, and its ability to execute its development strategy and sustain its competitive position. Actual future results and trends may differ materially depending on a variety of factors, including, but not limited to, the Company’s limited operating history, its ability to establish its market development capabilities to commercialize its products and generate any revenue, its ability to secure and execute financing transactions, and its ability to maintain regulatory approval of certain of its products, which can be identified by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict, “project,” “seek,” “should,” “target,” “will,” “would” and other similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements are not historical facts and are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by its management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict, many of which are beyond the Company’s control. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 8-K, except as required by applicable law. 

EXHIBIT INDEX

Exhibit Number		Description of Document
99.1		Company Presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Pelthos Therapeutics Inc.
Date: January 12, 2026	By:	/s/ Francis Knuettel II
		Name:	Francis Knuettel II
		Title:	Chief Financial Officer

FAQ

How did Pelthos Therapeutics Inc. (PTHS) change its non-employee director cash compensation?

Effective January 1, 2026, Pelthos Therapeutics Inc. pays non-employee board members an annual cash retainer of $40,000, while the non-executive chairman receives $60,000. Additional retainers apply for committee roles, including $7,000 for audit committee members and $19,000 for the audit committee chair.

What committee fees do Pelthos Therapeutics (PTHS) non-employee directors receive?

Non-employee directors at Pelthos Therapeutics receive annual cash retainers by committee role: audit committee members $7,000 and its chair $19,000; compensation committee members $5,000 and its chair $15,000; nominating and corporate governance committee members $4,000 and its chair $12,000.

Do Pelthos Therapeutics (PTHS) non-employee directors receive equity awards?

Non-employee directors may receive an initial equity grant under the Pelthos Therapeutics Inc. 2023 Equity Incentive Plan when they join the board, as determined by the board on recommendation of the compensation committee. They do not receive annual equity awards for continued service on the board or its committees.

Why did Pelthos Therapeutics update its director compensation policy?

The board of Pelthos Therapeutics, following an annual assessment by its compensation committee, approved changes to the director compensation policy to more closely align non-employee director pay with the compensation practices of the company’s peer group.

What information did Pelthos Therapeutics (PTHS) furnish under Regulation FD in this 8-K?

Pelthos Therapeutics stated that on January 12, 2026 it made a company presentation available on its website and attached it as Exhibit 99.1. This information is being furnished, not filed, under Regulation FD and is not subject to certain Exchange Act liabilities or incorporated into other filings unless specifically referenced.

Is the Pelthos Therapeutics (PTHS) website presentation part of its formal SEC filings?

The company specifies that information on its website is not incorporated by reference and should not be considered part of this report or other securities filings, except where expressly included by specific reference.