Board member Todd Davis (PTHS) updates Pelthos stock grants and holdings
Filing Impact
Filing Sentiment
Form Type
4/A
Rhea-AI Filing Summary
Davis Todd C reported acquisition or exercise transactions in this Form 4 filing.
Pelthos Therapeutics Inc. director Todd C. Davis filed an amended insider report to reclassify prior equity awards as common stock grants rather than derivative holdings. The amendment covers restricted stock units (RSUs) granted under the company’s 2023 Equity Incentive Plan, each RSU settling into one share of common stock.
The filing reports grants of 19,108, 4,961 and 12,900 shares of common stock, all received as compensation for service on the board. These RSUs vest in equal quarterly installments over three years, conditioned on continued service. After these grants, Davis directly holds 39,886 common shares.
The amendment also notes an indirect holding of 1,500,000 shares recorded in the name of Ligand Pharmaceuticals Incorporated, where Davis serves as Chief Executive Officer and director. He may be deemed a beneficial owner of those shares but expressly disclaims beneficial ownership except to the extent of his pecuniary interest. All amounts have been adjusted for a 1-for-10 reverse stock split effective July 1, 2025.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Davis Todd C
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 19,108 | $0.00 | -- |
| Grant/Award | Common Stock | 4,961 | $0.00 | -- |
| Grant/Award | Common Stock | 12,900 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 39,886 shares (Direct);
Common Stock — 1,500,000 shares (Indirect, By Ligand Pharmaceuticals Incorporated)
Footnotes (1)
- From June 18, 2024 to July 7, 2025, the reporting person filed multiple Form 4s relating to 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 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 original grant of RSUs was reported in Table II of the Form 4s filed by the reporting person (the "Original Form 4s"). This Form 4 amendment (this "Amendment") is being filed to amend the Original Form 4s in order to report the grant of such RSUs in Table I. The RSUs were received as compensation for the reporting person's service as a member of the Issuer's board of directors pursuant to the 2023 Plan. The RSUs vest in equal installments on a quarterly basis after the date of such grant for a period of three years, so long as the reporting person remains in the service of the Issuer on each such anniversary. Amounts have been adjusted to reflect the 1-for-10 reverse stock split effected by the Issuer on July 1, 2025. Todd Davis is the Chief Executive Officer and a member of the board of directors of Ligand Pharmaceuticals Incorporated ("Ligand"). By virtue of this relationship, Mr. Davis may be deemed to beneficially own the shares of Common Stock held of record by Ligand. Mr. Davis disclaims any such beneficial ownership except to the extent of his pecuniary interest therein.
Key Figures
RSU grant 1: 19,108 shares
RSU grant 2: 4,961 shares
RSU grant 3: 12,900 shares
+5 more
8 metrics
RSU grant 1
19,108 shares
Common stock granted as RSU settlement
RSU grant 2
4,961 shares
Common stock granted as RSU settlement
RSU grant 3
12,900 shares
Common stock granted as RSU settlement
Direct holdings after grants
39,886 shares
Common stock directly owned by Todd Davis
Indirect holdings via Ligand
1,500,000 shares
Common stock held of record by Ligand Pharmaceuticals
Reverse stock split ratio
1-for-10
Reverse split effective July 1, 2025
RSU vesting period
3 years
Vests quarterly while Davis remains in service
Amended Form 4 coverage window
June 18, 2024–July 7, 2025
Period of affected original Form 4 filings
Key Terms
restricted stock units, 2023 Equity Incentive Plan, 1-for-10 reverse stock split, beneficially own, +1 more
5 terms
restricted stock units financial
"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 pursuant to the Issuer's 2023 Equity Incentive Plan"
1-for-10 reverse stock split financial
"Amounts have been adjusted to reflect the 1-for-10 reverse stock split effected by the Issuer on July 1, 2025."
beneficially own financial
"Mr. Davis may be deemed to beneficially own the shares of Common Stock held of record by Ligand."
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
pecuniary interest financial
"Mr. Davis disclaims any such beneficial ownership except to the extent of his pecuniary interest therein."
FAQ
What did Pelthos Therapeutics (PTHS) director Todd Davis report in this Form 4/A?
Todd Davis reported amended equity awards, reclassifying prior restricted stock unit grants as common stock. The filing details three compensation-related stock grants and updates his direct and indirect holdings after a 1-for-10 reverse stock split adjustment.
How do Todd Davis’s Pelthos (PTHS) RSUs vest under the 2023 Plan?
The RSUs granted to Todd Davis vest in equal quarterly installments over three years. Vesting continues only while he remains in service to Pelthos as a director, aligning share delivery with ongoing board tenure.
What are Todd Davis’s direct and indirect Pelthos (PTHS) holdings after this amendment?
Following the reported grants, Todd Davis directly holds 39,886 common shares. The filing also shows 1,500,000 shares held of record by Ligand Pharmaceuticals, which may be attributed to him indirectly, subject to his pecuniary interest disclaimer.
How does Ligand Pharmaceuticals’ stake relate to Todd Davis and Pelthos (PTHS)?
Ligand Pharmaceuticals holds 1,500,000 Pelthos common shares, and Todd Davis is Ligand’s CEO and director. Because of this role, he may be deemed to beneficially own those shares, though he disclaims ownership beyond his pecuniary interest.
How did Pelthos Therapeutics’ reverse stock split affect these Form 4/A amounts?
All share amounts in the amendment were adjusted for Pelthos’s 1-for-10 reverse stock split effective July 1, 2025. This means the reported grant and holding figures already reflect the post-split capitalization structure.