Pelthos director awarded 25,478 RSU-based shares

Pauls Matthew reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Pauls Matthew reported acquisition or exercise transactions in this Form 4 filing.

Pelthos Therapeutics Inc. director Matthew Pauls reported an amended insider filing showing an equity award linked to 25,478 shares of common stock. These shares are issuable upon settlement of restricted stock units granted under the company’s 2023 Equity Incentive Plan as compensation for his board service.

The RSUs vest over time: one-third of the underlying shares vested on July 2, 2025, with the remaining units vesting in equal quarterly installments over two years, subject to his continued service. Following this grant, Pauls holds 25,478 shares of common stock directly.

Insider Trade Summary

Grant/Award: 25,478 shares

Grant/Award 1 txn

Insider Pauls Matthew

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	25,478	$0.00	$0.00

Holdings After Transaction: Common Stock — 25,478 shares (Direct)

Footnotes (2)

1. F1. Represents 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 4 filed by the reporting person (the "Original Form 4"). This Form 4 amendment (this "Amendment") is being filed to amend the Original Form 4 in order to report the grant of such RSUs in Table I.
2. F2. 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 as follows: the initial one-third of shares vested on July 2, 2025, 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 anniversary.

Key Figures

RSU-linked shares: 25,478 shares Transaction price per share: $0.0000 per share Shares after transaction: 25,478 shares +3 more

6 metrics

RSU-linked shares 25,478 shares Common stock issuable upon RSU settlement reported in Form 4/A

Transaction price per share $0.0000 per share Indicates compensation grant, not a cash purchase

Shares after transaction 25,478 shares Total common shares directly held following the reported grant

Initial vesting date July 2, 2025 Initial one-third of RSU shares vested on this date

Vesting period Two years Remaining RSUs vest in equal quarterly installments over two years

Form type Form 4/A Amendment moves RSU grant reporting from Table II to Table I

Key Terms

restricted stock units, 2023 Equity Incentive Plan, Form 4 amendment, vest, +1 more

5 terms

restricted stock units financial

"issuable upon settlement of restricted stock units of the Issuer ("RSUs") granted"

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"

Form 4 amendment regulatory

"This Form 4 amendment (this "Amendment") is being filed to amend the Original Form 4"

vest financial

"The RSUs vest as follows: the initial one-third of shares vested on July 2, 2025"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

board of directors financial

"received as compensation for the reporting person's service as a member of the Issuer's board of directors"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Pelthos Therapeutics (PTHS) director Matthew Pauls report?

Matthew Pauls reported an equity award linked to 25,478 shares of Pelthos Therapeutics common stock. These are restricted stock units granted as compensation for his board service under the 2023 Equity Incentive Plan and settle in one share of common stock per unit.

How many Pelthos Therapeutics (PTHS) shares are covered by the new RSU grant?

The RSU award covers 25,478 shares of Pelthos Therapeutics common stock. Each restricted stock unit represents the right to receive one share, subject to vesting. After this grant, the filing shows Matthew Pauls directly holding 25,478 shares following the reported transaction.

What is the vesting schedule for Matthew Pauls’ Pelthos Therapeutics RSUs?

The RSUs vest over a two-year period. One-third of the underlying shares vested on July 2, 2025. The remaining restricted stock units vest in equal quarterly installments over the next two years, contingent on Matthew Pauls continuing to serve on the Pelthos board.

Was cash paid for the Pelthos Therapeutics (PTHS) RSU award to Matthew Pauls?

No cash purchase was involved; the per-share transaction price is reported as $0.0000. The RSUs were received as compensation for Matthew Pauls’ service as a director, under Pelthos Therapeutics’ 2023 Equity Incentive Plan, and may be settled solely in common stock.

Why was this Pelthos Therapeutics Form 4/A filed as an amendment?

The amendment was filed to move the previously reported RSU grant from Table II to Table I. The original Form 4 showed the award as derivative securities; this amendment reports the RSUs as common stock issuable upon settlement, clarifying how the grant appears in the insider report.

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

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Accepted by SEC EDGAR 04/01/2026 - 05:42 PM Learn about SEC filing dates

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^*

Pauls Matthew

(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. Issuer Name and Ticker or Trading Symbol
Pelthos Therapeutics Inc. [ PTHS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/07/2025

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
Common Stock(1)	07/02/2025		A		25,478(2)	A	$0(2)	25,478	D

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

Explanation of Responses:

1. Represents 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 4 filed by the reporting person (the "Original Form 4"). This Form 4 amendment (this "Amendment") is being filed to amend the Original Form 4 in order to report the grant of such RSUs in Table I.

2. 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 as follows: the initial one-third of shares vested on July 2, 2025, 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 anniversary.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Francis Knuettel II, by power of attorney	04/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)