Pelthos Therapeutics (PTHS) CFO separation drives equity award shifts and trust share sale

Rhea-AI Filing Summary

Pelthos Therapeutics Inc.’s Form 4 details equity changes tied to Chief Financial Officer Francis Knuettel II’s separation. A Separation Agreement dated May 15, 2026 governs forfeiture and accelerated vesting of his stock awards.

The filing reports the forfeiture and cancellation of unvested restricted stock units and stock options for no consideration, and the acceleration of vesting for 19,525 RSUs out of 33,472 previously granted under the 2023 Equity Incentive Plan. Certain stock options also became fully vested and exercisable, while others were cancelled.

Separately, the Lara Knuettel Revocable Trust, an entity associated with Mr. Knuettel, sold 1,500 shares of common stock on May 22, 2026 in open-market trades at a weighted average price of $26.8433 per share, leaving 11,316 shares held by the trust and 10,000 shares held by Camden Capital LLC.

Insights

Corporate governance analyst

Form 4 shows CFO exit-driven equity clean-up and a small trust sale.

The filing centers on Chief Financial Officer Francis Knuettel II leaving Pelthos Therapeutics Inc. under a Separation Agreement. Unvested RSUs and options are partly forfeited and partly accelerated, which is typical when an executive’s employment ends.

The agreement accelerates vesting of 19,525 RSUs out of 33,472 previously granted, and makes certain stock options fully vested and exercisable while cancelling others for no consideration. These actions are compensation-related and exempt under Rule 16b-3(d), so they do not reflect market timing decisions.

An additional element is an open-market sale of 1,500 shares by the Lara Knuettel Revocable Trust at a weighted average of $26.8433 per share, leaving 11,316 shares in the trust and 10,000 shares at Camden Capital LLC. The sale size appears modest in the context of the reported indirect holdings, and the key takeaway is the governance transition rather than a directional trading signal.

Insider Trade Summary

Net Seller: 15,447 shares

Net Sell 5 txns

Insider Francis Knuettel II

Role CFO, Treas & Secty

Sold 1,500 shs ($40K)

Type	Security	Shares	Price	Value
Grant/Award	Stock Option	59,500	$0.00	$0.00
Disposition	Stock Option	42,500	$0.00	$0.00
Disposition	Common Stock	13,947	$0.00	$0.00
Sale	Common Stock	1,500	$26.8433	$40K
holding	Common Stock	--	--	--

Holdings After Transaction: Stock Option — 59,500 shares (Direct); Common Stock — 19,525 shares (Direct); Common Stock — 11,316 shares (Indirect, By Lara Knuettel Revocable Trust); Common Stock — 10,000 shares (Indirect, By Camden Capital LLC)

Footnotes (6)

1. F1. Represents the forfeiture and cancellation of unvested restricted stock units ("RSUs") of Pelthos Therapeutics Inc. (the "Issuer"), for no consideration pursuant to that certain Separation Agreement entered into on May 15, 2026 (the "Separation Agreement") in connection with the reporting person's termination of employment as Chief Financial Officer of the Issuer.
2. F2. The Separation Agreement provides for the acceleration of vesting of 19,525 RSUs out of the 33,472 previously reported RSUs granted to the reporting person pursuant to the Issuer's 2023 Equity Incentive Plan, as amended from time to time (the "2023 Plan"), each of which represents the right to receive one (1) share of common stock, par value, $0.0001 per share ("Common Stock"), subject to the vesting terms of such RSUs, and may be settled solely in shares of Common Stock. The RSUs were received as compensation for the reporting person's service as an officer of the Issuer pursuant to the 2023 Plan. The 19,525 unvested RSUs became fully vested on May 22, 2026 upon expiration of the revocation period in the Separation Agreement. The transaction is exempt under Rule 16b-3(d). The acceleration does not represent a new grant of RSUs.
3. F3. Represents an open market sale of the Lara Knuettel Revocable (the "Trust") on May 22, 2026. This transaction was executed in multiple trades at prices ranging from $26.66 to $27.16. 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. F4. Francis Knuettel II is the co-trustee of the Trust and manager of Camden Capital LLC ("Camden"). By virtue of these relationships, Mr. Knuettel may be deemed to beneficially own the shares of Common Stock held of record by each of Camden and the Trust. Mr. Knuettel disclaims any such beneficial ownership except to the extent of his pecuniary interest therein.
5. F5. Represents the acceleration of vesting of stock options pursuant to the Separation Agreement in connection with the reporting person's termination of employment as Chief Financial Officer of the Issuer. The unvested stock options became fully vested and exercisable on May 22, 2026. The transaction is exempt under Rule 16b-3(d). This acceleration does not represent a new grant of options. The stock options may be exercised only until January 15, 2027, subject to the terms of the 2023 Plan and the Separation Agreement.
6. F6. Represents the forfeiture and cancellation of unvested stock options for no consideration pursuant to the Separation Agreement in connection with the reporting person's termination of employment as Chief Financial Officer of the Issuer.

Key Figures

Shares sold by revocable trust: 1,500 shares Weighted average sale price: $26.8433 per share Trust holdings after sale: 11,316 shares +5 more

8 metrics

Shares sold by revocable trust 1,500 shares Open-market sale on May 22, 2026 at $26.8433 average

Weighted average sale price $26.8433 per share Lara Knuettel Revocable Trust sale on May 22, 2026

Trust holdings after sale 11,316 shares Common stock held by Lara Knuettel Revocable Trust after transaction

Camden Capital holdings 10,000 shares Common stock indirectly held via Camden Capital LLC

RSUs accelerated 19,525 RSUs Acceleration out of 33,472 RSUs under 2023 Equity Incentive Plan

Original RSU grant size 33,472 RSUs Previously reported RSUs granted to CFO under 2023 Plan

Options cancelled 42,500 options Stock options forfeited and cancelled for no consideration

Remaining stock options 59,500 options at $13.50 Options fully vested, exercisable until January 15, 2027

Key Terms

Separation Agreement, restricted stock units ("RSUs"), 2023 Equity Incentive Plan, Rule 16b-3(d), +1 more

5 terms

Separation Agreement financial

"pursuant to that certain Separation Agreement entered into on May 15, 2026"

A separation agreement is a written contract that spells out the financial and legal terms when an employee and a company part ways, such as final pay, severance, continued benefits, confidentiality, and any release of claims. For investors, it matters because these agreements determine immediate costs, potential future liabilities, and whether departing staff are restricted from competing or disclosing information—factors that can affect a company’s cash flow, risk profile, and leadership continuity.

restricted stock units ("RSUs") financial

"Represents the forfeiture and cancellation of unvested restricted stock units ("RSUs") of Pelthos Therapeutics Inc."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

2023 Equity Incentive Plan financial

"granted to the reporting person pursuant to the Issuer's 2023 Equity Incentive Plan, as amended from time to time"

Rule 16b-3(d) regulatory

"The transaction is exempt under Rule 16b-3(d). The acceleration does not represent a new grant of RSUs."

Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.

revocable trust financial

"Represents an open market sale of the Lara Knuettel Revocable (the "Trust") on May 22, 2026."

A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/26/2026 - 07:17 PM Learn about SEC filing dates

FAQ

What does Pelthos Therapeutics (PTHS) Form 4 report for CFO Francis Knuettel II?

The Form 4 reports equity changes tied to CFO Francis Knuettel II’s separation from Pelthos Therapeutics. It details forfeiture and accelerated vesting of RSUs and stock options under a Separation Agreement, plus a small open-market sale by a related revocable trust.

How many Pelthos Therapeutics (PTHS) shares were sold in the May 22, 2026 Form 4?

The filing shows an open-market sale of 1,500 shares of Pelthos Therapeutics common stock on May 22, 2026. The sale was executed by the Lara Knuettel Revocable Trust at a weighted average price of $26.8433 per share, across multiple trades within a stated price range.

Who executed the Pelthos Therapeutics (PTHS) share sale reported in this Form 4?

The Form 4 attributes the 1,500-share sale to the Lara Knuettel Revocable Trust, not directly to Francis Knuettel II. He is co-trustee of the trust and manager of Camden Capital LLC, and may be deemed a beneficial owner but disclaims ownership beyond his pecuniary interest.

What RSU changes for Pelthos Therapeutics (PTHS) CFO are disclosed in the Form 4?

The Form 4 notes forfeiture of unvested RSUs and acceleration of vesting for 19,525 RSUs from a 33,472-RSU grant under the 2023 Equity Incentive Plan. These RSUs each represent one share of common stock and vested upon conditions in the Separation Agreement.

What stock option adjustments for Pelthos Therapeutics (PTHS) are included in this Form 4?

The filing reports acceleration of vesting for certain stock options at a $13.50 exercise price and forfeiture of others for no consideration. After the transactions, 59,500 options remain outstanding, exercisable until January 15, 2027, subject to the 2023 Plan and the Separation Agreement.

How many Pelthos Therapeutics (PTHS) shares remain in entities linked to the CFO after the Form 4 transactions?

After the reported transactions, the Lara Knuettel Revocable Trust holds 11,316 Pelthos Therapeutics shares, while Camden Capital LLC holds 10,000 shares. Francis Knuettel II may be deemed to beneficially own these indirectly but disclaims ownership except to the extent of his pecuniary interest.

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

X

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^*

Francis Knuettel II

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO, Treas & Secty

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

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	05/22/2026		D		13,947(1)	D	$0(1)	19,525(2)	D
Common Stock	05/22/2026		S		1,500(3)	D	$26.8433(3)	11,316(4)	I	By Lara Knuettel Revocable Trust(4)
Common Stock								10,000	I	By Camden Capital 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
Stock Option	$13.5	05/22/2026		A		59,500		05/22/2026(5)	07/02/2035	Common Stock	59,500	(5)	59,500(5)	D
Stock Option	$13.5	05/22/2026		D			42,500	07/02/2026(6)	07/02/2035(6)	Common Stock	42,500	(6)	0(6)	D

Explanation of Responses:

1. Represents the forfeiture and cancellation of unvested restricted stock units ("RSUs") of Pelthos Therapeutics Inc. (the "Issuer"), for no consideration pursuant to that certain Separation Agreement entered into on May 15, 2026 (the "Separation Agreement") in connection with the reporting person's termination of employment as Chief Financial Officer of the Issuer.

2. The Separation Agreement provides for the acceleration of vesting of 19,525 RSUs out of the 33,472 previously reported RSUs granted to the reporting person pursuant to the Issuer's 2023 Equity Incentive Plan, as amended from time to time (the "2023 Plan"), each of which represents the right to receive one (1) share of common stock, par value, $0.0001 per share ("Common Stock"), subject to the vesting terms of such RSUs, and may be settled solely in shares of Common Stock. The RSUs were received as compensation for the reporting person's service as an officer of the Issuer pursuant to the 2023 Plan. The 19,525 unvested RSUs became fully vested on May 22, 2026 upon expiration of the revocation period in the Separation Agreement. The transaction is exempt under Rule 16b-3(d). The acceleration does not represent a new grant of RSUs.

3. Represents an open market sale of the Lara Knuettel Revocable (the "Trust") on May 22, 2026. This transaction was executed in multiple trades at prices ranging from $26.66 to $27.16. 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. Francis Knuettel II is the co-trustee of the Trust and manager of Camden Capital LLC ("Camden"). By virtue of these relationships, Mr. Knuettel may be deemed to beneficially own the shares of Common Stock held of record by each of Camden and the Trust. Mr. Knuettel disclaims any such beneficial ownership except to the extent of his pecuniary interest therein.

5. Represents the acceleration of vesting of stock options pursuant to the Separation Agreement in connection with the reporting person's termination of employment as Chief Financial Officer of the Issuer. The unvested stock options became fully vested and exercisable on May 22, 2026. The transaction is exempt under Rule 16b-3(d). This acceleration does not represent a new grant of options. The stock options may be exercised only until January 15, 2027, subject to the terms of the 2023 Plan and the Separation Agreement.

6. Represents the forfeiture and cancellation of unvested stock options for no consideration pursuant to the Separation Agreement in connection with the reporting person's termination of employment as Chief Financial Officer of the Issuer.

Remarks:

	/s/ Francis Knuettel II	05/26/2026
	** 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)