Director Greenleaf trims Pelthos (PTHS) stake in planned tax-related sale

Rhea-AI Filing Summary

Pelthos Therapeutics Inc. director Peter Greenleaf reported open-market sales of a total of 797 shares of Common Stock on July 2, 2026. The trades were executed at weighted average prices of about $25.9954 and $27.2733 per share in multiple transactions.

According to the disclosure, these sales were made under a pre-arranged Rule 10b5-1 trading plan adopted on December 16, 2025 to help satisfy estimated tax obligations tied to vesting of restricted stock units. Following the transactions, Greenleaf directly holds 23,884 shares of Pelthos Therapeutics Common Stock.

Insider Trade Summary 10b5-1

Net Seller: 797 shares ($20,827)

Net Sell 2 txns

Insider Greenleaf Peter

Role null

Sold 797 shs ($21K)

Type	Security	Shares	Price	Value
Sale	Common Stock	712	$25.9954	$19K
Sale	Common Stock	85	$27.2733	$2K

Holdings After Transaction: Common Stock — 23,969 shares (Direct, null)

Footnotes (1)

1. This transaction reflects the sale of shares, made pursuant to a Rule 10b5-1 plan adopted December 16, 2025, for the purpose of satisfying estimated tax obligations in connection with the vesting of restricted stock units granted by the Issuer. This transaction was executed in multiple trades at prices ranging from $25.58 to $26.53. The price reported in column 4 above reflects the weighted average price of the shares of Common Stock sold. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $27.20 to $27.63. The price reported in column 4 above reflects the weighted average price of the shares of Common Stock sold. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

Key Figures

Shares sold: 797 shares Sale price (block 1): $25.9954 per share Sale price (block 2): $27.2733 per share +5 more

8 metrics

Shares sold 797 shares Total common shares sold on July 2, 2026

Sale price (block 1) $25.9954 per share Weighted average price for 712 shares sold

Sale price (block 2) $27.2733 per share Weighted average price for 85 shares sold

Price range (lower block) $25.58–$26.53 Range of prices for one set of trades

Price range (higher block) $27.20–$27.63 Range of prices for another set of trades

Shares held after sale 23,884 shares Direct common stock ownership after transactions

Plan adoption date December 16, 2025 Rule 10b5-1 trading plan adoption

Transaction date July 2, 2026 Date of reported open-market sales

Key Terms

Rule 10b5-1 plan, restricted stock units, weighted average price, open-market sale, +1 more

5 terms

Rule 10b5-1 plan regulatory

"made pursuant to a Rule 10b5-1 plan adopted December 16, 2025"

A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.

restricted stock units financial

"estimated tax obligations in connection with the vesting of restricted stock units"

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.

weighted average price financial

"The price reported in column 4 above reflects the weighted average price of the shares"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

beneficial ownership regulatory

"full information regarding the number of shares and prices at which the transaction was effected."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/07/2026 - 05:03 PM Accepted by SEC EDGAR 07/07/2026 - 05:03 PM Learn about SEC filing dates

FAQ

What did Pelthos Therapeutics (PTHS) director Peter Greenleaf report in this Form 4?

Peter Greenleaf reported selling a total of 797 Pelthos Therapeutics common shares in open-market transactions. The sales occurred on July 2, 2026 under a pre-arranged Rule 10b5-1 plan and were connected to tax obligations from vesting restricted stock units.

How many Pelthos Therapeutics (PTHS) shares did Peter Greenleaf sell and at what prices?

He sold 797 common shares in two reported transactions at weighted average prices of $25.9954 and $27.2733. Footnotes note multiple trades within ranges from $25.58–$26.53 and $27.20–$27.63 during the July 2, 2026 sales.

Why were Peter Greenleaf’s Pelthos Therapeutics (PTHS) share sales made under a Rule 10b5-1 plan?

The filing states the sales were executed under a Rule 10b5-1 plan adopted December 16, 2025. The plan’s purpose was to help satisfy estimated tax obligations arising from the vesting of restricted stock units that Pelthos Therapeutics had granted to Greenleaf.

How many Pelthos Therapeutics (PTHS) shares does Peter Greenleaf own after these transactions?

Following the July 2, 2026 sales, Peter Greenleaf directly holds 23,884 shares of Pelthos Therapeutics common stock. This post-transaction holding figure is disclosed in the Form 4 as his direct ownership after completing the reported open-market sales.

Were Peter Greenleaf’s Pelthos Therapeutics (PTHS) stock sales discretionary or pre-planned?

The filing explains the sales were carried out pursuant to a pre-planned Rule 10b5-1 trading arrangement adopted on December 16, 2025. Such plans schedule trades in advance, and here the stated purpose was to cover estimated tax obligations on RSU vesting.

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).

X

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^*

Greenleaf Peter

(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)
07/02/2026

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)

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	07/02/2026		S(1)		712	D	$25.9954(2)	23,969	D
Common Stock	07/02/2026		S(1)		85	D	$27.2733(3)	23,884	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. This transaction reflects the sale of shares, made pursuant to a Rule 10b5-1 plan adopted December 16, 2025, for the purpose of satisfying estimated tax obligations in connection with the vesting of restricted stock units granted by the Issuer.

2. This transaction was executed in multiple trades at prices ranging from $25.58 to $26.53. The price reported in column 4 above reflects the weighted average price of the shares of Common Stock sold. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

3. This transaction was executed in multiple trades at prices ranging from $27.20 to $27.63. The price reported in column 4 above reflects the weighted average price of the shares of Common Stock sold. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

Remarks:

	/s/ John M. Gay, by power of attorney	07/07/2026
	** 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)