Pelthos (PTHS) director’s 558-share tax sale under Rule 10b5-1 plan

Rhea-AI Filing Summary

Pelthos Therapeutics director Ezra M. Friedberg reported small open‑market sales of Pelthos common stock. On April 2, 2026, he sold 293 shares at $20.5121 and 265 shares at $21.3612, totaling 558 shares. These transactions were made under a Rule 10b5-1 trading plan adopted on December 16, 2025 to help cover estimated tax obligations from vesting restricted stock units.

After the sales, Friedberg held 82,027 common shares directly82,072 shares held indirectly by Balmoral Financial Group LLC and 40,000 shares held indirectly by Key Recovery Group LLC, entities for which he is manager and may be deemed a beneficial owner to the extent of his pecuniary interest.

Insights

Equity compensation analyst

Director’s 558-share sale is small, tax-driven, and pre-planned.

The filing shows director Ezra M. Friedberg sold 558 Pelthos common shares on April 2, 2026 at prices around $20–$21 per share. The footnotes state the trades were executed under a Rule 10b5-1 plan adopted on December 16, 2025 to satisfy estimated tax obligations from restricted stock unit vesting.

This indicates a routine, compensation-related transaction rather than a discretionary market-timing sale. After these trades, he still directly holds 82,027 shares, and the filing lists additional indirect holdings via Balmoral Financial Group LLC and Key Recovery Group LLC, with beneficial ownership disclaimed except for his pecuniary interest. Overall, the scale and purpose point to a neutral signal for shareholders.

Insider Trade Summary 10b5-1

Net Seller: 558 shares ($11,671)

Net Sell 4 txns

Insider Friedberg Ezra M

Role Director

Sold 558 shs ($12K)

Type	Security	Shares	Price	Value
Sale	Common Stock	293	$20.5121	$6K
Sale	Common Stock	265	$21.3612	$6K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 82,292 shares (Direct); Common Stock — 82,072 shares (Indirect, By Balmoral Financial Group LLC)

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 $20.30 to $20.78. 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 $21.31 to $22.03. 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. Ezra Friedberg is the manager of Balmoral Financial Group LLC ("Balmoral") and the manager of Key Recovery Group LLC ("Key"). By virtue of this relationship, 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.

Key Figures

Shares sold: 558 shares First sale price: $20.5121 per share Second sale price: $21.3612 per share +3 more

6 metrics

Shares sold 558 shares Open-market sales on April 2, 2026

First sale price $20.5121 per share Weighted average for 293-share sale

Second sale price $21.3612 per share Weighted average for 265-share sale

Direct holdings after sale 82,027 shares Pelthos common stock held directly by Friedberg

Indirect Balmoral holdings 82,072 shares Held by Balmoral Financial Group LLC

Indirect Key holdings 40,000 shares Held by Key Recovery Group LLC

Key Terms

Rule 10b5-1 plan, restricted stock units, beneficially own, pecuniary interest, +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

"in connection with the vesting of restricted stock units granted by the Issuer"

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.

beneficially own regulatory

"may be deemed to beneficially own the shares of Common Stock held"

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

"disclaims any such beneficial ownership except to the extent of his pecuniary interest"

weighted average price financial

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

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.

Form 4 Insider Transactions: What Each Field Means →

04/06/2026 - 05:03 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).

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^*

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

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	04/02/2026		S(1)		293	D	$20.5121(2)	82,292	D
Common Stock	04/02/2026		S(1)		265	D	$21.3612(3)	82,027	D
Common Stock								82,072	I	By Balmoral Financial Group LLC(4)
Common Stock								40,000	I	By 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)
				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 $20.30 to $20.78. 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 $21.31 to $22.03. 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.

4. Ezra Friedberg is the manager of Balmoral Financial Group LLC ("Balmoral") and the manager of Key Recovery Group LLC ("Key"). By virtue of this relationship, 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:

	/s/ Francis Knuettel II, by power of attorney	04/06/2026
	** 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)