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Director Ezra Friedberg (PTHS) files amended RSU equity grants

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

Rhea-AI Filing Summary

Friedberg Ezra M reported acquisition or exercise transactions in this Form 4 filing.

Pelthos Therapeutics director Ezra M. Friedberg reported amended share awards tied to board compensation. The Form 4/A reclassifies prior filings so that restricted stock units (RSUs) granted under the 2023 Equity Incentive Plan now appear in the non-derivative table, each RSU delivering one share of common stock as it vests.

RSU awards cover 19,108 shares on July 2, 2025, 2,454 shares on November 13, 2024, and 6,450 shares on June 14, 2024, all at a stated price of $0.00 per share as compensation. These RSUs vest in equal quarterly installments over three years, subject to continued service. After the most recent award, Friedberg directly holds 82,585 common shares, with additional indirect holdings reported as 82,072 shares through Balmoral Financial Group LLC and 40,000 shares through Key Recovery Group LLC, which he may be deemed to beneficially own but disclaims except for his pecuniary interest.

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Insider Friedberg Ezra M
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 19,108 $0.00 --
Grant/Award Common Stock 2,454 $0.00 --
Grant/Award Common Stock 6,450 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 82,585 shares (Direct); Common Stock — 82,072 shares (Indirect, By Balmoral Financial Group LLC)
Footnotes (1)
  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. Ezra Friedberg is the manager of Balmoral Financial Group LLC ("Balmoral") and the manager of Key Recovery Group LLC ("Key"). By virtue of these relationships, Mr. Friedberg may be deemed to beneficially own the shares of Common Stock held of record by each of Balmoral and Key. Mr. Friedberg disclaims any such beneficial ownership except to the extent of his pecuniary interest therein.
RSU grant July 2, 2025 19,108 shares at $0.00 Common stock issuable from RSUs granted for board service
RSU grant November 13, 2024 2,454 shares at $0.00 Common stock issuable from RSUs under 2023 Plan
RSU grant June 14, 2024 6,450 shares at $0.00 Common stock issuable from RSUs under 2023 Plan
Direct holdings after latest grant 82,585 shares Common stock directly held by Ezra M. Friedberg
Indirect holdings via Balmoral 82,072 shares Common stock held by Balmoral Financial Group LLC
Indirect holdings via Key 40,000 shares Common stock held by Key Recovery Group LLC
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"
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."
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
beneficially own financial
"Mr. Friedberg may be deemed to beneficially own the shares of Common Stock held of record by each of Balmoral and Key."
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. Friedberg disclaims any such beneficial ownership except to the extent of his pecuniary interest therein."
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*
Friedberg Ezra 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. 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)
06/14/2024
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)06/14/2024A6,450(2)A$0(2)61,023(3)D
Common Stock(1)11/13/2024A2,454(2)A$0(2)63,477(3)D
Common Stock(1)07/02/2025A19,108(2)A$0(2)82,585D
Common Stock82,072(3)IBy Balmoral Financial Group LLC(4)
Common Stock40,000(3)IBy Key Recovery Group LLC(4)
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. 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.
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.
3. Amounts have been adjusted to reflect the 1-for-10 reverse stock split effected by the Issuer on July 1, 2025.
4. Ezra Friedberg is the manager of Balmoral Financial Group LLC ("Balmoral") and the manager of Key Recovery Group LLC ("Key"). By virtue of these relationships, Mr. Friedberg may be deemed to beneficially own the shares of Common Stock held of record by each of Balmoral and Key. Mr. Friedberg disclaims any such beneficial ownership except to the extent of his pecuniary interest therein.
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)

FAQ

What does the Pelthos Therapeutics (PTHS) Form 4/A for Ezra Friedberg report?

The Form 4/A reports amended disclosure of restricted stock unit (RSU) grants to director Ezra M. Friedberg. It moves previously reported RSUs into the common stock table and clarifies they are equity compensation awards under the 2023 Equity Incentive Plan, vesting over three years.

How many Pelthos Therapeutics (PTHS) shares were granted to Ezra Friedberg in this amendment?

The amendment reflects RSU-based awards for 19,108 shares on July 2, 2025, 2,454 shares on November 13, 2024, and 6,450 shares on June 14, 2024. Each RSU represents one share of common stock, granted as compensation for board service and subject to vesting.

What is Ezra Friedberg’s direct shareholding in Pelthos Therapeutics (PTHS) after these RSU grants?

Following the most recent award, Ezra M. Friedberg directly holds 82,585 shares of Pelthos Therapeutics common stock. This figure reflects adjustments for a 1-for-10 reverse stock split effected on July 1, 2025, and incorporates the reported RSU-related grants in the amended filing.

How do the RSUs for Pelthos Therapeutics (PTHS) director Ezra Friedberg vest?

The RSUs granted to Ezra M. Friedberg vest in equal installments on a quarterly basis over three years from each grant date. Vesting continues only while he remains in service on the Pelthos Therapeutics board, aligning ongoing equity compensation with continued director service.

What indirect Pelthos Therapeutics (PTHS) holdings are associated with Ezra Friedberg?

The filing reports 82,072 Pelthos shares held by Balmoral Financial Group LLC and 40,000 shares held by Key Recovery Group LLC. As manager of both entities, Ezra M. Friedberg may be deemed to beneficially own these shares but disclaims beneficial ownership beyond his pecuniary interest.

Why were prior Pelthos Therapeutics (PTHS) Forms 4 amended for Ezra Friedberg?

Earlier forms had reported the RSU grants in the derivative securities table. This amendment updates those disclosures so the RSU-related common stock issuable upon settlement appears in the non-derivative table, aligning presentation with how the awards ultimately settle in common shares.