Investor group reveals 9.9% Pelthos (PTHS) stake via updated ownership filing

Rhea-AI Filing Summary

Pelthos Therapeutics Inc. received an updated ownership report from investment entities 3i, LP, 3i Management LLC, and Maier Joshua Tarlow. They report beneficial ownership of 318,886 shares of common stock, representing 9.9% of the company’s outstanding shares based on 3,086,681 shares outstanding as of November 24, 2025.

The position includes 213,507 shares of common stock and 105,379 additional shares issuable from Series A convertible preferred stock and a senior secured convertible note, both subject to a 9.99% beneficial ownership blocker. The reporting persons certify the holdings are not for the purpose of changing or influencing control of Pelthos Therapeutics.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Pelthos Therapeutics Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

171126204

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 171126204

1

Names of Reporting Persons

3i, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 318,886.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 318,886.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

318,886.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 1 to Statement on Schedule 13G (this ''Amendment No. 1''), such percentage is based on 3,086,681 shares of common stock, par value $0.0001 per share, of the issuer (the ''Common Stock'') outstanding as of November 24, 2025, as disclosed in the Current Report on Form 8-K filed by the issuer with the U.S. Securities and Exchange Commission (''SEC'') on December 17, 2025 (the ''Form 8-K''). Beneficial ownership consists 213,507 shares of Common Stock directly held by the reporting person and 105,379 shares of Common Stock issuable in any combination upon conversion of (i) shares of Series A Convertible Preferred Stock, par value $0.0001 per share, of the issuer (the ''Preferred Stock'') directly held by the reporting person, which conversion is subject to a 9.99% beneficial ownership blocker (the ''Blocker''), and (ii) a senior secured convertible note (the ''Note'') held directly by the reporting person, which conversion is subject to a Blocker.

SCHEDULE 13G

CUSIP No. 171126204

1

Names of Reporting Persons

3i Management LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 318,886.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 318,886.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

318,886.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 1, such percentage is based on 3,086,681 shares of Common Stock outstanding as of November 24, 2025, as disclosed in the Form 8-K. Beneficial ownership consists 213,507 shares of Common Stock indirectly held by the reporting person and 105,379 shares of Common Stock issuable in any combination upon conversion of (i) shares of Preferred Stock indirectly held by the reporting person, which conversion is subject to a Blocker, and (ii) the Note held indirectly by the reporting person, which conversion is subject to a Blocker.

SCHEDULE 13G

CUSIP No. 171126204

1

Names of Reporting Persons

Maier Joshua Tarlow

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 318,886.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 318,886.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

318,886.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 1, such percentage is based on 3,086,681 shares of Common Stock outstanding as of November 24, 2025, as disclosed in the Form 8-K. Beneficial ownership consists 213,507 shares of Common Stock indirectly held by the reporting person and 105,379 shares of Common Stock issuable in any combination upon conversion of (i) shares of Preferred Stock indirectly held by the reporting person, which conversion is subject to a Blocker, and (ii) the Note held indirectly by the reporting person, which conversion is subject to a Blocker.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Pelthos Therapeutics Inc.
(b)	Address of issuer's principal executive offices: 4400 Route 9 South, Suite 1000, Freehold, New Jersey 07728
Item 2.
(a)	Name of person filing: (i) 3i, LP, a Delaware limited partnership ("3i"); (ii) 3i Management LLC, a Delaware limited liability company ("3i Management''); and (iii) Maier Joshua Tarlow ("Mr. Tarlow"). The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to the Statement on Schedule 13G filed by the Reporting Persons with the USEC on July 8, 2025 (the "Schedule 13G"), pursuant to which the Reporting Persons have agreed to file this Amendment No. 1 and all subsequent amendments to the Schedule 13G and this Amendment No. 1 jointly in accordance with the provisions of Rule 13d-1(k) of the Act. The filing of this Amendment No. 1 should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein.
(b)	Address or principal business office or, if none, residence: The principal business address of each of the Reporting Persons is 2 Wooster Street, 2nd Floor, New York, NY 10013.
(c)	Citizenship: 3i is a Delaware limited partnership. 3i Management is a Delaware limited liability company. Mr. Tarlow is a citizen of the United States.
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 171126204
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The purpose of this Amendment No. 1 is to amend and supplement the Schedule 13G in order to update the beneficial ownership information on the cover pages and in Item 4 in the Schedule 13G. The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Amendment No. 1 and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported are based on 3,086,681 shares of Common Stock outstanding as of November 24, 2025, as disclosed in the Form 8-K. 3i holds (i) 213,507 shares of Common Stock (i) 2,000 shares of Preferred Stock, conversions of which are subject to a Blocker, and (iii) a Note with an original principal amount of $1,000,000, conversions of which are subject to a Blocker. Due to the interaction between the Blockers applicable to such shares of Preferred Stock and the Note, 3i may convert such shares of Preferred Stock and/or the Note into, in any combination, an aggregate of 105,379 shares of Common Stock, as a result of the triggering of the applicable Blockers, each of which prohibits 3i from converting such shares of Preferred Stock or the Note into shares of Common Stock if, as a result of such conversion, 3i, together with its affiliates and any persons acting as a group together with 3i or any of such affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to such conversion. Consequently, 3i holds 318,886 shares of Common Stock (the "Shares"). 3i is the beneficial owner of the Shares and has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by 3i Management, the manager and general partner of 3i. Mr. Tarlow, as the manager of 3i Management, has shared power to vote and/or dispose of the Shares beneficially owned by each of 3i and 3i Management. Mr. Tarlow does not directly own the Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. Tarlow may be deemed to beneficially own the Shares beneficially owned by 3i and 3i Management, and 3i Management may be deemed to beneficially own the Shares beneficially owned by 3i.
(b)	Percent of class: 9.99 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (A) 3i: 0.00 (B) 3i Management: 0.00 (C) Mr. Tarlow: 0.00
	(ii) Shared power to vote or to direct the vote: (A) 3i: 318,886.00 (B) 3i Management: 318,886.00 (C) Mr. Tarlow: 318,886.00
	(iii) Sole power to dispose or to direct the disposition of: (A) 3i: 0.00 (B) 3i Management: 0.00 (C) Mr. Tarlow: 0.00
	(iv) Shared power to dispose or to direct the disposition of: (A) 3i: 318,886.00 (B) 3i Management: 318,886.00 (C) Mr. Tarlow: 318,886.00
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Exhibit 1 filed with the Schedule 13G.
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

3i, LP

Signature:	/s/ 3i, LP
Name/Title:	Maier Joshua Tarlow, Manager of 3i Management LLC, General Partner of 3i, LP
Date:	02/05/2026

3i Management LLC

Signature:	/s/ 3i Management LLC
Name/Title:	Maier Joshua Tarlow, Manager
Date:	02/05/2026

Maier Joshua Tarlow

Signature:	/s/ Maier Joshua Tarlow
Name/Title:	Maier Joshua Tarlow
Date:	02/05/2026

Comments accompanying signature: LIST OF EXHIBITS Exhibit No. 1 - Joint Filing Agreement, dated July 8, 2025 (incorporated by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons with the SEC on July 8, 2025)

FAQ

What ownership stake in PTHS does 3i report in this Schedule 13G/A amendment?

The reporting persons disclose beneficial ownership of 318,886 shares of Pelthos Therapeutics common stock, representing 9.9% of the class. This percentage is calculated using 3,086,681 shares outstanding as of November 24, 2025, as disclosed in a Form 8-K.

Who are the reporting persons in the Pelthos Therapeutics (PTHS) Schedule 13G/A?

The filing lists three reporting persons: 3i, LP, a Delaware limited partnership; 3i Management LLC, a Delaware limited liability company; and Maier Joshua Tarlow, a U.S. citizen. They are parties to a joint filing agreement covering this Schedule 13G/A amendment.

How is the 318,886-share beneficial ownership in PTHS structured for 3i?

3i’s beneficial ownership consists of 213,507 common shares and 105,379 common shares issuable in any combination from Series A convertible preferred stock and a senior secured convertible note, both conversions limited by a 9.99% beneficial ownership blocker.

What is the beneficial ownership blocker described in the Pelthos Therapeutics 13G/A?

The filing states that conversions of the Series A preferred stock and the senior secured convertible note are each subject to a 9.99% beneficial ownership blocker, preventing 3i and its affiliates from converting if it would cause ownership to exceed 9.99% of outstanding common stock.

Does the reporting group seek control of Pelthos Therapeutics according to this filing?

No. The certification explicitly states the securities were not acquired and are not held for the purpose of changing or influencing control of Pelthos Therapeutics, and are not held in connection with any transaction having that purpose or effect, subject to a limited nomination-related carve-out.

How are voting and dispositive powers over PTHS shares allocated among the reporting persons?

The filing reports 0 shares with sole voting or dispositive power for each reporting person and 318,886 shares with shared voting and shared dispositive power. 3i, 3i Management, and Maier Joshua Tarlow are each reported as sharing these powers over the same share block.