Pelthos director sells 786 shares for tax obligations

Pelthos Therapeutics Inc. director Matthew Pauls reported selling 786 shares of Common Stock in open-market transactions on July 2, 2026.

Rhea-AI Filing Summary

Pelthos Therapeutics Inc. director Matthew Pauls reported selling 786 shares of Common Stock in open-market transactions on July 2, 2026. The sales occurred at weighted average prices of about $26 per share across multiple trades.

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 the vesting of restricted stock units granted by Pelthos. After the transactions, Pauls directly held 14,364 shares of Pelthos common stock.

Insider Trade Summary 10b5-1

Net Seller: 786 shares

Net Sell 2 txns

Insider Pauls Matthew

Role Director

Sold 786 shs ($21K)

Type	Security	Shares	Price	Value
Sale	Common Stock	692	$25.9959	$18K
Sale	Common Stock	94	$27.3604	$3K

Holdings After Transaction: Common Stock — 14,364 shares (Direct)

Footnotes (3)

1. F1. 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. F2. This transaction was executed in multiple trades at prices ranging from $25.58 to $26.24. 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. F3. 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

Total shares sold: 786 shares Sale price block 1: $25.9959 per share Sale price block 2: $27.3604 per share +1 more

4 metrics

Total shares sold 786 shares Open-market sales on July 2, 2026

Sale price block 1 $25.9959 per share 692-share sale, weighted average price

Sale price block 2 $27.3604 per share 94-share sale, weighted average price

Shares held after transactions 14,364 shares Common stock directly owned after July 2, 2026 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

"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.

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.

beneficially owned financial

"total_shares_following_transaction": "14364.0000""

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Matthew Pauls report for Pelthos Therapeutics (PTHS)?

Director Matthew Pauls reported selling 786 shares of Pelthos Therapeutics common stock in open-market transactions. The sales occurred on July 2, 2026 at weighted average prices around $26 per share, as disclosed in the Form 4 insider trading report.

Why did Matthew Pauls sell Pelthos Therapeutics (PTHS) shares in this Form 4 filing?

The filing states the sales were made under a Rule 10b5-1 trading plan to cover estimated tax obligations. These obligations arose from the vesting of restricted stock units granted by Pelthos Therapeutics to Matthew Pauls as part of his compensation.

How many Pelthos Therapeutics (PTHS) shares did Matthew Pauls sell and at what prices?

Matthew Pauls sold a total of 786 Pelthos Therapeutics common shares. One trade involved 692 shares at a weighted average price of $25.9959, and another involved 94 shares at a weighted average price of $27.3604, each executed in multiple smaller trades.

How many Pelthos Therapeutics (PTHS) shares does Matthew Pauls hold after this Form 4 sale?

After the reported transactions, Matthew Pauls directly holds 14,364 shares of Pelthos Therapeutics common stock. This post-transaction share count is disclosed in the Form 4 as the total common shares beneficially owned following the sales.

Was the Pelthos Therapeutics (PTHS) insider sale made under a Rule 10b5-1 plan?

Yes. The Form 4 notes the sale was executed under a Rule 10b5-1 trading plan adopted on December 16, 2025. Such plans allow pre-scheduled trades, and this plan was used specifically to help pay estimated taxes from restricted stock unit vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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

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^*

Pauls Matthew

(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)		692	D	$25.9959(2)	14,458	D
Common Stock	07/02/2026		S(1)		94	D	$27.3604(3)	14,364	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 $26.24. 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)