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Pelthos Therapeutics (PTHS) director’s 283-share sale tied to RSU tax obligations

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Pelthos Therapeutics Inc. director Ezra M. Friedberg reported small open-market sales of common stock alongside updated indirect holdings. On June 15, 2026, he sold 59 shares at $27.9403 per share and 224 shares at $27.1245 per share in open-market transactions.

According to a footnote, these sales were made under a pre-arranged Rule 10b5-1 plan adopted on December 16, 2025 to satisfy estimated tax obligations from vesting restricted stock units. After the sales, he held 81,600 shares directly and indirectly 40,000 shares via Key Recovery Group LLC and 82,072 shares via Balmoral Financial Group LLC.

Positive

  • None.

Negative

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Insights

Small pre-planned sales mainly to cover taxes look routine.

The filing shows director Ezra M. Friedberg sold a total of 283 Pelthos Therapeutics common shares on June 15, 2026, at prices around the high‑$20s. The transactions are coded as open-market sales and represent a modest number of shares.

A footnote states the sales were executed under a Rule 10b5-1 plan adopted on December 16, 2025 to meet estimated tax obligations from vesting restricted stock units. Such plans are set in advance, which typically makes the timing less informative about the insider’s current view of the stock.

Following the transactions, Friedberg held 81,600 shares directly, plus 40,000 shares through Key Recovery Group LLC and 82,072 shares through Balmoral Financial Group LLC. The filing shows no derivative positions remaining, so this update mainly refreshes his equity stake and discloses routine tax-related sales.

Insider Friedberg Ezra M
Role null
Sold 283 shs ($8K)
Type Security Shares Price Value
Sale Common Stock 224 $27.1245 $6K
Sale Common Stock 59 $27.9403 $2K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 81,659 shares (Direct, null); 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 $26.71 to $27.44. 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 $27.92 to $28.00. 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.
Shares sold (first trade) 59 shares Open-market sale of common stock on June 15, 2026 at $27.9403
Price per share (first trade) $27.9403 per share Weighted average sale price for 59 shares of common stock
Shares sold (second trade) 224 shares Open-market sale of common stock on June 15, 2026 at $27.1245
Price per share (second trade) $27.1245 per share Weighted average sale price for 224 shares of common stock
Direct holdings after sales 81,600 shares Common stock held directly following June 15, 2026 transactions
Indirect holdings via Key Recovery Group LLC 40,000 shares Common stock held of record by Key Recovery Group LLC
Indirect holdings via Balmoral Financial Group LLC 82,072 shares Common stock held of record by Balmoral Financial Group LLC
Net shares sold 283 shares Net sell volume across reported transactions per summary
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 of Common Stock sold"
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.
beneficially own regulatory
"may be deemed to beneficially own the shares of Common Stock held of record by each of Balmoral and Key"
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 therein"
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SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/15/2026S(1)224D$27.1245(2)81,659D
Common Stock06/15/2026S(1)59D$27.9403(3)81,600D
Common Stock82,072IBy Balmoral Financial Group LLC(4)
Common Stock40,000IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 $26.71 to $27.44. 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 $27.92 to $28.00. 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/ John M. Gay, by power of attorney06/17/2026
** Signature of Reporting PersonDate
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)

FAQ

What insider transactions did Pelthos Therapeutics (PTHS) director Ezra Friedberg report?

Ezra M. Friedberg reported two small open-market sales of Pelthos Therapeutics common stock on June 15, 2026, totaling 283 shares. One trade sold 59 shares at $27.9403, and another sold 224 shares at $27.1245 per share.

Were the PTHS insider stock sales made under a Rule 10b5-1 plan?

Yes. The filing states the sales were executed under a Rule 10b5-1 trading plan adopted on December 16, 2025. The plan was established to sell shares to cover estimated tax obligations arising from vesting restricted stock units granted by Pelthos Therapeutics.

How many Pelthos Therapeutics shares does Ezra Friedberg hold after these transactions?

After the June 15, 2026 transactions, Ezra M. Friedberg held 81,600 Pelthos Therapeutics shares directly. He was also associated with 40,000 shares held by Key Recovery Group LLC and 82,072 shares held by Balmoral Financial Group LLC as indirect holdings.

What prices did the Pelthos Therapeutics (PTHS) insider sales occur at?

The reported Pelthos Therapeutics insider sales occurred at weighted average prices of $27.9403 and $27.1245 per share. Footnotes add that the trades executed in multiple lots within ranges of $27.92–$28.00 and $26.71–$27.44, respectively.

Why did the Pelthos Therapeutics director sell shares according to the Form 4?

The Form 4 footnote explains the director’s sales were intended to satisfy estimated tax obligations tied to vesting restricted stock units. These transactions were carried out under a pre-arranged Rule 10b5-1 trading plan adopted in December 2025, indicating a tax- and plan-driven motive.