[Form 4] Pelthos Therapeutics Inc. Insider Trading Activity

Rhea-AI Filing Summary

Pelthos Therapeutics (PTHS) filed a Form 4 for CEO, President and Director Scott M. Plesha covering equity awards dated 07/02/2025. The filing reports two grants: (1) 83,678 restricted stock units and (2) stock options for 255,000 common shares, both carrying a $13.50 exercise price.

Vesting schedule: one-third of each grant vests on 07/02/2026; the remaining two-thirds vest in equal quarterly installments over the following two years, fully vesting by mid-2028. All securities are held directly.

Following the awards, Plesha beneficially owns 83,678 RSUs and 255,000 options—together representing up to 338,678 additional common shares upon full vesting and exercise. The grants align executive incentives with shareholder value but, if exercised, would incrementally increase the company’s fully diluted share count.

Positive

• Long-term vesting schedule aligns CEO incentives with sustained shareholder value.
• Strike price of $13.50 requires meaningful price appreciation before options carry intrinsic value.

Negative

• Potential issuance of 338,678 shares could dilute existing shareholders once fully vested and exercised.

Insights

Securities Analyst

TL;DR: Routine incentive grant; moderate potential dilution; neutral market impact.

The Form 4 discloses standard hire/retention compensation rather than open-market buying or selling, so it signals neither bullish nor bearish insider sentiment. Total potential issuance of 338,678 shares is modest for most small-cap biotech firms and spread over three years. Strike price of $13.50 sets a performance hurdle and aligns management interests, but no immediate cash cost or revenue implication exists. I view the disclosure as operationally neutral for investors.

Corporate Governance Expert

TL;DR: Equity-heavy pay structure strengthens alignment with shareholders—slightly positive governance signal.

Granting a majority of compensation in RSUs and options encourages long-term value creation and retention of the CEO. A three-year vesting horizon with quarterly cliffs reduces key-person risk while limiting short-term windfalls. Provided the board calibrated award size to peer norms, the package is reasonable. Potential dilution is manageable and transparent. Overall, I assign a mildly positive governance impact.

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
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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).

1. Name and Address of Reporting Person^*

Plesha Scott M.

(Last) (First) (Middle)

C/O PELTHOS THERAPEUTICS INC.

4020 STIRRUP CREEK DRIVE, SUITE 110

(Street)

DURHAM NC 27703

(City) (State) (Zip)

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
X	Officer (give title below)		Other (specify below)
	CEO and President

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

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

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

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

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

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
Restricted Stock Units	$13.5	07/02/2025		A		83,678		07/02/2026(1)	07/02/2035	Common Stock	83,678	(1)	83,678	D
Stock Option	$13.5	07/02/2025		A		255,000		07/02/2026(2)	07/02/2035	Common Stock	255,000	(2)	255,000	D

Explanation of Responses:

1. On July 2, 2025, the Reporting Person was granted restricted stock units to purchase 83,678 shares of common stock at an exercise price of $13.50 per share, with the initial one third (1/3) of such shares vesting on July 2, 2026, and in equal installments on a quarterly basis thereafter over a period of two (2) years.

2. On July 2, 2025, the Reporting Person was granted stock options to purchase 255,000 shares of common stock at an exercise price of $13.50 per share, with the initial one third (1/3) of such shares vesting on July 2, 2026, and in equal installments on a quarterly basis thereafter over a period of two (2) years.

	/s/ Scott M. Plesha	07/23/2025
	** 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.
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FAQ

What equity awards did PTHS grant to CEO Scott M. Plesha?

He received 83,678 restricted stock units and options for 255,000 common shares.

What is the exercise price of the new PTHS stock options?

$13.50 per share.

When do the RSUs and options begin to vest?

One-third vests on 07/02/2026; the rest vests quarterly over the next two years.

How many additional shares could be issued if all awards vest and options are exercised?

Up to 338,678 common shares.

Does the Form 4 show any indirect ownership for the CEO?

No. All reported securities are held directly.