Pelthos Therapeutics Issues RSUs & Options to New CCO – Potential Dilution Watch

Rhea-AI Filing Summary

PTHS Form 4 highlights: On 07/02/2025 Pelthos Therapeutics granted Chief Commercial Officer Sai Rangarao two equity awards.

• Restricted Stock Units: 30,518 RSUs at an exercise price of $13.50. One-third vests 07/02/2026; the balance vests quarterly over the following two years.
• Stock Options: 93,000 options, also at $13.50, with the same vesting schedule and a 07/02/2035 expiration.

No shares were sold; post-grant beneficial ownership equals the 30,518 RSUs and 93,000 options disclosed. The awards represent potential issuance of 123,518 common shares, introducing modest dilution but aligning the C-suite’s incentives with shareholder value creation. Investors may wish to track cumulative equity grants and future Form 4 filings to gauge insider sentiment and dilution trajectory.

Positive

• Incentive alignment: Equity grants motivate the new Chief Commercial Officer to drive long-term share appreciation.

Negative

• Potential dilution: Up to 123,518 additional shares may enter the float if the RSUs vest and options are exercised.

Insights

Corporate Governance Specialist

TL;DR: Routine incentive grant; limited immediate impact, moderate dilution risk.

The award structure (RSUs + options) is typical for newly appointed executives. A one-year cliff followed by quarterly vesting balances retention and performance alignment. Because the exercise price matches the grant-date market level, value creation hinges on future price appreciation. Total potential dilution is 123,518 shares; without context of shares outstanding, impact appears small. Overall, the disclosure is governance-neutral.

Portfolio Manager

TL;DR: Neutral for valuation; monitor if grants accelerate or insiders sell.

The filing signals no insider buying or selling, merely compensation. While option overhang exists, expiries extend to 2035, spreading dilution. I see no trading signal; nonetheless, continued equity issuance could pressure EPS if aggregate grants expand materially. Keep an eye on subsequent Forms 4 and the next proxy for total share-based comp.

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).

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 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)

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

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		30,518		07/02/2026(1)	07/02/2035	Common Stock	30,518	(1)	30,518	D
Stock Option	$13.5	07/02/2025		A		93,000		07/02/2026(2)	07/02/2035	Common Stock	93,000	(2)	93,000	D

Explanation of Responses:

1. On July 2, 2025, the Reporting Person was granted restricted stock units to purchase 30,518 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 93,000 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/ Sai Rangarao	07/21/2025
	** 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).
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FAQ

How many PTHS shares could be issued from this Form 4 filing?

A maximum of 123,518 common shares—30,518 RSUs and 93,000 option shares—could be added to the outstanding share count.

What is the exercise price of the Pelthos Therapeutics options granted?

Both the RSUs and options carry an $13.50 exercise/conversion price.

When do the PTHS equity awards begin to vest?

One-third of each grant vests on 07/02/2026, with the remainder vesting quarterly over the next two years.

Does this Form 4 indicate insider buying or selling of Pelthos Therapeutics stock?

No. The filing records new compensation grants; no open-market purchases or sales occurred.

What is the expiration date of the PTHS stock options?

The options expire on 07/02/2035 unless exercised earlier.