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Pelthos Therapeutics (PTHS) CFO discloses 30,518 RSUs and 93,000 options

(Neutral)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Pelthos Therapeutics Inc. Chief Financial Officer John M. Gay has filed an initial ownership report showing equity-based compensation holdings. He holds 30,518 restricted stock units (RSUs), each representing one share of common stock, granted on July 2, 2025 under the company’s 2023 Equity Incentive Plan.

The RSUs vest with one-third on July 2, 2026 and the remainder in equal quarterly installments over the following two years, contingent on continued service. He also holds stock options to purchase 93,000 shares of common stock at an exercise price of $13.50 per share, granted on July 2, 2025, with the same one-third initial vesting on July 2, 2026 and the balance vesting quarterly over two years.

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Insider GAY JOHN M.
Role Chief Financial Officer
Type Security Shares Price Value
holding Stock Option -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Stock Option — 93,000 shares (Direct); Common Stock — 30,518 shares (Direct)
Footnotes (2)
  1. F1. Represents 30,518 shares of common stock, par value $0.0001 per share ("Common Stock") of Pelthos Therapeutics Inc. (the "Issuer"), issuable upon settlement of restricted stock units of the Issuer ("RSUs") granted to the reporting person on July 2, 2025 pursuant to the Issuer's 2023 Equity Incentive Plan, as amended from time to time (the "2023 Plan"), each of which represents the right to receive one (1) share of Common Stock, subject to the vesting terms of such RSUs, and may be settled solely in shares of Common Stock. The RSUs were received as compensation for the reporting person's service as an officer of the Issuer pursuant to the 2023 Plan. The RSUs vest as follows: the initial one-third (1/3) of such shares vests on July 2, 2026, and the remainder vesting in equal installments on a quarterly basis thereafter over a period of two years, so long as the reporting person remains in the service of the Issuer on each such vesting date.
  2. F2. On July 2, 2025, the reporting person was granted stock options to purchase 93,000 shares of Common Stock at an exercise price of $13.50 per share, with the initial one third (1/3) of such shares vesting on July 2, 2026, and in equal installments on a quarterly basis thereafter over a period of two (2) years, so long as the reporting person remains in the service of the Issuer on each such vesting date.
RSUs granted 30,518 RSUs RSUs of common stock granted on July 2, 2025
Stock options granted 93,000 options Options for common stock granted on July 2, 2025
Exercise price $13.50 per share Exercise price for 93,000 stock options
Initial vesting date July 2, 2026 First one-third of RSUs and options vest
restricted stock units financial
"Represents 30,518 shares of common stock ... issuable upon settlement of restricted stock units of the Issuer ("RSUs")"
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.
2023 Equity Incentive Plan financial
"RSUs ... granted to the reporting person on July 2, 2025 pursuant to the Issuer's 2023 Equity Incentive Plan"
exercise price financial
"stock options to purchase 93,000 shares of Common Stock at an exercise price of $13.50 per share"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
vesting financial
"The RSUs vest as follows: the initial one-third (1/3) of such shares vests on July 2, 2026, and the remainder vesting in equal installments"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What does Pelthos Therapeutics (PTHS) CFO John M. Gay report on his Form 3?

He reports initial equity holdings as Chief Financial Officer, including 30,518 restricted stock units and stock options for 93,000 common shares. These awards are compensation under Pelthos Therapeutics’ 2023 Equity Incentive Plan, with vesting schedules tied to continued service with the company.

How many restricted stock units does the Pelthos Therapeutics (PTHS) CFO hold?

He holds 30,518 restricted stock units, each representing the right to receive one share of Pelthos Therapeutics common stock. The RSUs were granted July 2, 2025 as compensation and may be settled solely in common shares, subject to vesting and continued service conditions described in the award terms.

What stock options are disclosed for the Pelthos Therapeutics (PTHS) CFO?

He was granted stock options to purchase 93,000 shares of common stock at an exercise price of $13.50 per share. These options were granted July 2, 2025, with vesting beginning July 2, 2026 and continuing in equal quarterly installments over two years, subject to ongoing service.

When do the Pelthos Therapeutics (PTHS) CFO’s RSUs and options start vesting?

Both the RSUs and stock options begin vesting on July 2, 2026, one year after the July 2, 2025 grant date. One-third of each award vests on that date, with the remaining two-thirds vesting in equal quarterly installments over the following two years, contingent on continued service.

Are the Pelthos Therapeutics (PTHS) CFO’s RSUs paid in cash or stock?

The RSUs may be settled solely in shares of Pelthos Therapeutics common stock. Each of the 30,518 RSUs represents the right to receive one share, subject to the vesting schedule and continued service conditions set out in the company’s 2023 Equity Incentive Plan.

Under which plan were the Pelthos Therapeutics (PTHS) CFO’s equity awards granted?

Both the 30,518 RSUs and the options to purchase 93,000 common shares were granted under Pelthos Therapeutics’ 2023 Equity Incentive Plan, as amended from time to time. The plan governs vesting terms, settlement in common stock, and service-based conditions for these compensation awards.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
GAY JOHN M.

(Last)(First)(Middle)
C/O PELTHOS THERAPEUTICS INC.
4020 STIRRUP CREEK DRIVE, SUITE 110

(Street)
DURHAM NORTH CAROLINA 27703

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
04/10/2026
3. Issuer Name and Ticker or Trading Symbol
Pelthos Therapeutics Inc. [ PTHS ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)30,518(1)D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option07/02/2026(2)07/02/2035Common Stock93,000$13.5(2)D
Explanation of Responses:
1. Represents 30,518 shares of common stock, par value $0.0001 per share ("Common Stock") of Pelthos Therapeutics Inc. (the "Issuer"), issuable upon settlement of restricted stock units of the Issuer ("RSUs") granted to the reporting person on July 2, 2025 pursuant to the Issuer's 2023 Equity Incentive Plan, as amended from time to time (the "2023 Plan"), each of which represents the right to receive one (1) share of Common Stock, subject to the vesting terms of such RSUs, and may be settled solely in shares of Common Stock. The RSUs were received as compensation for the reporting person's service as an officer of the Issuer pursuant to the 2023 Plan. The RSUs vest as follows: the initial one-third (1/3) of such shares vests on July 2, 2026, and the remainder vesting in equal installments on a quarterly basis thereafter over a period of two years, so long as the reporting person remains in the service of the Issuer on each such vesting date.
2. On July 2, 2025, the reporting person was granted stock options to purchase 93,000 shares of Common Stock at an exercise price of $13.50 per share, with the initial one third (1/3) of such shares vesting on July 2, 2026, and in equal installments on a quarterly basis thereafter over a period of two (2) years, so long as the reporting person remains in the service of the Issuer on each such vesting date.
Remarks:
/s/ John M. Gay04/20/2026
** 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 5 (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 3: SEC 1473 (03-26)