Pelthos Therapeutics (PTHS) director files Form 4 on RSU vesting and stock gift

Rhea-AI Filing Summary

Pelthos Therapeutics Inc. director Matthew Pauls reported equity transactions in a Form 4. On July 2, 2025 and October 2, 2025, restricted stock units (RSUs) previously granted to him vested and were converted into 8,493 and 2,123 shares of common stock, respectively, at a price of $0 per share, reflecting the nature of RSU settlements. These vestings are part of a 25,478-RSU grant made on July 2, 2025, with one-third vesting immediately and the rest quarterly over two years.

On December 10, 2025, he made a gift of 9,542 shares of common stock to the GP 2024 Trust for no consideration, reducing his directly held common stock to 1,074 shares. Pauls states he is not a trustee, does not control voting or investment decisions for the trust, and disclaims beneficial ownership of those gifted shares except for any pecuniary interest. After these transactions, he also reports continued holdings of unvested or outstanding RSUs.

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

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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^*

Pauls Matthew

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025

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
Common Stock	07/02/2025(1)		M		8,493(1)	A	$0	8,493	D
Common Stock	10/02/2025(1)		M		2,123(1)	A	$0	10,616	D
Common Stock	12/10/2025		G		9,542(2)	D	$0	1,074	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
Restricted Stock Units	(3)	07/02/2025		M			8,493(1)	(1)	(1)	Common Stock	8,493(1)	$0	16,985	D
Restricted Stock Units	(3)	10/02/2025		M			2,123(1)	(1)	(1)	Common Stock	2,123(1)	$0	14,862	D

Explanation of Responses:

1. As previously reported on a Form 4 filed July 7, 2025, on July 2, 2025, the Reporting Person was granted 25,478 restricted stock units ("RSUs"), with the initial one third (1/3) of such shares vesting on July 2, 2025, and the remainder vesting in equal installments on a quarterly basis thereafter over a period of two (2) years.

2. On December 10, 2025, the Reporting Person transferred 9,542 shares of Common Stock to GP 2024 Trust, U/A Dated, 12/20/2024, for no consideration. The Reporting Person is not a trustee and does not retain investment or voting control over the shares. Following the gift, the Reporting Person disclaims beneficial ownership of the shares held by the Trust and reports beneficial ownership herein only to the extent of any pecuniary interest, if any.

3. Each RSU represents a contingent right to receive one share of issuer's Common Stock.

	/s/ Matthew Pauls	12/12/2025
	** 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

What insider transactions did Pelthos Therapeutics (PTHS) report in this Form 4?

The Form 4 shows that director Matthew Pauls had RSUs vest into common stock on July 2, 2025 and October 2, 2025, and that he made a gift of 9,542 shares of common stock to a trust on December 10, 2025 for no consideration.

How many Pelthos Therapeutics (PTHS) shares vested from RSUs in 2025?

RSUs granted to Matthew Pauls converted into 8,493 shares of common stock on July 2, 2025 and 2,123 shares on October 2, 2025, as part of a previously disclosed grant of 25,478 RSUs.

What is the size and nature of the stock gift reported for Pelthos Therapeutics (PTHS)?

On December 10, 2025, Matthew Pauls transferred 9,542 shares of Pelthos common stock to the GP 2024 Trust as a gift for no consideration. He states he is not a trustee, does not control the shares, and disclaims beneficial ownership except for any pecuniary interest.

How many Pelthos Therapeutics (PTHS) shares does the reporting person hold directly after these transactions?

Following the reported RSU vesting and the stock gift, Matthew Pauls reports direct beneficial ownership of 1,074 shares of Pelthos Therapeutics common stock, plus additional RSU awards that remain outstanding.

What are the key terms of the Pelthos Therapeutics (PTHS) RSU grant mentioned?

The Form 4 notes that on July 2, 2025, Matthew Pauls was granted 25,478 restricted stock units (RSUs). One third vested on that grant date, with the remaining RSUs vesting in equal quarterly installments over a two-year period. Each RSU represents the right to receive one share of Pelthos common stock.

What is the reporting person’s relationship to Pelthos Therapeutics (PTHS)?

The filing identifies Matthew Pauls as a director of Pelthos Therapeutics Inc. and indicates that this Form 4 is filed by one reporting person.