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Pelthos Therapeutics (PTHS) director reports 19,108-share RSU board grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Baxter Richard B reported acquisition or exercise transactions in this Form 4 filing.

Pelthos Therapeutics Inc. director Richard B. Baxter reported an amended Form 4 reflecting a grant of 19,108 shares of Common Stock, issued at $0.00 per share upon settlement of previously granted restricted stock units (RSUs).

The RSUs were granted as compensation for his service on the board under the company’s 2023 Equity Incentive Plan. They vest in equal quarterly installments over three years, contingent on his continued service, and are settled solely in shares of Common Stock.

Positive

  • None.

Negative

  • None.
Insider Baxter Richard B
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 19,108 $0.00 --
Holdings After Transaction: Common Stock — 19,108 shares (Direct)
Footnotes (1)
  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. 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.
RSU-related shares 19,108 shares Common Stock issuable upon RSU settlement for board compensation
Reported share price $0.00 per share Grant/award acquisition entry on Form 4/A
Post-transaction holdings 19,108 shares Total common shares reported following this RSU-related grant
Vesting period 3 years RSUs vest in equal quarterly installments over three years
restricted stock units financial
"issuable upon settlement of restricted stock units of the Issuer ("RSUs") granted to the reporting person"
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, as amended from time to time"
Form 4 amendment regulatory
"This Form 4 amendment (this "Amendment") is being filed to amend the Original Form 4"
vest in equal installments financial
"The RSUs vest in equal installments on a quarterly basis after the date of such grant"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Baxter Richard B
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock(1)07/02/2025A19,108(2)A$0(2)19,108D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 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.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Francis Knuettel II, by power of attorney04/01/2026
** 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 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Pelthos Therapeutics (PTHS) report on this Form 4/A?

The filing reports an amended grant of 19,108 shares of Pelthos Therapeutics common stock. These shares are issuable upon settlement of restricted stock units originally disclosed in a prior Form 4, now reclassified from Table II to Table I.

Who received the equity grant disclosed by Pelthos Therapeutics (PTHS)?

Director Richard B. Baxter received the equity grant. The 19,108 restricted stock units were awarded as compensation for his service on the Pelthos Therapeutics board of directors under the company’s 2023 Equity Incentive Plan.

How many Pelthos Therapeutics (PTHS) shares are involved in this Form 4/A?

The Form 4/A shows 19,108 shares of common stock. These shares correspond one-for-one to 19,108 restricted stock units that will settle in common stock, subject to the vesting schedule and continued board service conditions.

What is the vesting schedule for the Pelthos Therapeutics (PTHS) RSUs?

The RSUs vest in equal quarterly installments over three years after the grant date. Vesting requires that Richard B. Baxter remain in service as a member of Pelthos Therapeutics’ board of directors on each applicable vesting date.

Why is this Pelthos Therapeutics (PTHS) filing labeled as a Form 4 amendment?

It amends an earlier Form 4 that reported the RSUs in the derivative securities table. This amendment moves the same RSU grant into the non-derivative table, clarifying that each unit represents one share of common stock issuable upon settlement.

What plan governs the Pelthos Therapeutics (PTHS) RSU grant to Richard Baxter?

The RSU grant was made under Pelthos Therapeutics’ 2023 Equity Incentive Plan. The plan, as amended from time to time, provides for equity compensation, with these RSUs settling solely in shares of common stock upon vesting.