Pelthos Therapeutics (PTHS) CCO receives 30,518 RSUs in equity award

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

4/A

Rhea-AI Filing Summary

Rangarao Sai reported acquisition or exercise transactions in this Form 4 filing.

Pelthos Therapeutics Inc. Chief Commercial Officer Rangarao Sai reported an amended insider filing reflecting an award of 30,518 shares of Common Stock, received as compensation in the form of restricted stock units (RSUs) under the company’s 2023 Equity Incentive Plan.

Each RSU represents the right to receive one share of Common Stock, settled solely in shares. One-third of the RSUs vests on July 2, 2026, with the remaining units vesting in equal quarterly installments over the following two years, contingent on Mr. Sai continuing in service. Following this grant, he directly holds 30,518 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Rangarao Sai

Role Chief Commercial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	30,518	$0.00	--

Holdings After Transaction: Common Stock — 30,518 shares (Direct)

Footnotes (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 an officer of the Issuer pursuant to the 2023 Plan. The RSUs vest as follows: the initial one-third 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 anniversary.

Key Figures

RSUs granted: 30,518 shares Per-share grant price: $0.0000 per share Shares held after grant: 30,518 shares +2 more

5 metrics

RSUs granted 30,518 shares Restricted stock units awarded to CCO as compensation

Per-share grant price $0.0000 per share Reported transaction price for RSU award

Shares held after grant 30,518 shares Direct holdings following reported RSU award

Initial vesting date July 2, 2026 One-third of RSUs vest on this date

Vesting period for remainder 2 years Remaining RSUs vest in equal quarterly installments

Key Terms

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

5 terms

restricted stock units financial

"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

"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"

vesting financial

"The RSUs vest as follows: the initial one-third of such shares vests on July 2, 2026"

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.

Common Stock financial

"each of which represents the right to receive one (1) share of Common Stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 Insider Transactions: What Each Field Means →

04/01/2026 - 05:42 PM

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^*

Rangarao Sai

(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)

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

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)
07/21/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	07/02/2025		A		30,518⁽²⁾	A	$0⁽²⁾	30,518	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 an officer of the Issuer pursuant to the 2023 Plan. The RSUs vest as follows: the initial one-third 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 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Pelthos Therapeutics (PTHS) report for Rangarao Sai?

Pelthos Therapeutics reported that Chief Commercial Officer Rangarao Sai received 30,518 restricted stock units as compensation. Each RSU represents one share of Common Stock under the 2023 Equity Incentive Plan, and the award is recorded as an acquisition on the amended Form 4 filing.

How many Pelthos Therapeutics (PTHS) shares does Rangarao Sai hold after this Form 4/A?

After this RSU grant, Rangarao Sai is reported to directly hold 30,518 shares of Pelthos Therapeutics Common Stock. This total reflects the shares underlying the awarded RSUs, which are subject to vesting and will be settled solely in shares of Common Stock over time.

How do the Pelthos Therapeutics (PTHS) RSUs for Rangarao Sai vest?

The RSUs granted to Rangarao Sai vest over three years. One-third of the shares vests on July 2, 2026, with the remaining RSUs vesting in equal quarterly installments over the next two years, provided he continues serving as an officer of Pelthos Therapeutics.

What plan governs the RSU grant reported in the Pelthos Therapeutics (PTHS) Form 4/A?

The RSUs were granted under Pelthos Therapeutics’ 2023 Equity Incentive Plan, as amended from time to time. This plan provides equity-based compensation, and each RSU in this grant represents the right to receive one share of Common Stock upon vesting and settlement in shares.

Was there a purchase price for the Pelthos Therapeutics (PTHS) RSUs granted to Rangarao Sai?

The Form 4/A lists a per-share transaction price of $0.0000 for the 30,518 RSUs, indicating they were awarded as compensation rather than bought on the open market. The value to the officer depends on future share price when the units vest and settle.

Why was this Pelthos Therapeutics (PTHS) insider filing submitted as a Form 4/A amendment?

This filing amends an earlier Form 4 to reclassify the RSU grant from Table II to Table I. The amendment clarifies that the 30,518 restricted stock units, each converting into one share of Common Stock, should be reported as a non-derivative equity award to the officer.