Petros Pharmaceuticals (NASDAQ: PTPI) approves 7M restricted share awards for leaders

Rhea-AI Filing Summary

Petros Pharmaceuticals, Inc. approved new equity awards for key leaders. On June 5, 2026, the Board granted an aggregate of 7,000,000 restricted shares of common stock to its chairman, two directors, and its President and Chief Commercial Officer. Joshua Silverman received 4,375,000 restricted shares, Bruce Bernstein 1,875,000, and both Fady Boctor and Wayne Walker 375,000 each. Half of each award vested immediately on the grant date, and the remaining half will vest six months later if the recipient is still providing services. These restricted share awards were issued outside the company’s Amended and Restated 2020 Omnibus Incentive Compensation Plan and are governed by a standard Restricted Stock Award Agreement.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Total restricted share grants: 7,000,000 shares Grant to Chairman Joshua Silverman: 4,375,000 shares Grant to director Bruce Bernstein: 1,875,000 shares +4 more

7 metrics

Total restricted share grants 7,000,000 shares Aggregate restricted shares granted on June 5, 2026

Grant to Chairman Joshua Silverman 4,375,000 shares Restricted shares of common stock

Grant to director Bruce Bernstein 1,875,000 shares Restricted shares of common stock

Grant to Fady Boctor 375,000 shares Restricted shares for President and Chief Commercial Officer

Grant to director Wayne Walker 375,000 shares Restricted shares of common stock

Initial vesting portion 50% Portion of each award vested on June 5, 2026

Deferred vesting portion 50% Vests six months after Grant Date with continued service

Key Terms

Restricted Shares, Amended and Restated 2020 Omnibus Incentive Compensation Plan, Restricted Stock Award Agreement, emerging growth company

4 terms

Restricted Shares financial

"an aggregate of 7,000,000 restricted shares of the Company’s common stock (“Restricted Shares”)"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

Amended and Restated 2020 Omnibus Incentive Compensation Plan financial

"The RSA Awards were issued outside of the Company’s Amended and Restated 2020 Omnibus Incentive Compensation Plan"

Restricted Stock Award Agreement financial

"and are subject to the terms and conditions of the Company’s form of Restricted Stock Award Agreement"

A restricted stock award agreement is a legal contract that grants someone company shares that are subject to limits — for example, they may only become fully owned after working at the company for a set time, meeting performance goals, or otherwise satisfying conditions. For investors, these agreements matter because they shape insider incentives, future share dilution when restrictions lift, and company compensation costs; think of it like a gift locked in a box that opens only after certain conditions are met.

emerging growth company regulatory

"Emerging growth company x"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 5, 2026

Petros Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other
jurisdiction of
incorporation) 001-39752 (Commission
File Number) 85-1410058 (I.R.S. Employer Identification No.)

1185 Avenue of the Americas, 3rd Floor

New York, New York 10036
(Address of principal executive offices) (Zip code)

(973) 242-0005
(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 Under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 5, 2026, the Board of Directors (the “Board”) of Petros Pharmaceuticals, Inc. (the “Company”) approved grants, effective as of June 5, 2026 (the “Grant Date”), to each of (i) Joshua Silverman, the Company’s Chairman of the Board, (ii) Bruce Bernstein, a director of the Company, (iii) Fady Boctor, President and Chief Commercial Officer of the Company, and (iv) Wayne Walker, a director of the Company, of an aggregate of 7,000,000 restricted shares of the Company’s common stock (“Restricted Shares”), par value $0.0001 per share, consisting of: 4,375,000 Restricted Shares to Mr. Silverman, 1,875,000 Restricted Shares to Mr. Bernstein, 375,000 Restricted Shares to Mr. Boctor and 375,000 Restricted Shares to Mr. Walker (collectively, the “RSA Awards”). 50% of each RSA Award vested on the Grant Date and the remaining 50% will vest on the six-month anniversary of the Grant Date, provided that the respective director or officer is providing services to the Company on such vesting date. The RSA Awards were issued outside of the Company’s Amended and Restated 2020 Omnibus Incentive Compensation Plan, as amended, and are subject to the terms and conditions of the Company’s form of Restricted Stock Award Agreement. 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Petros pharmaceuticals, Inc.
Date: June 5, 2026	By:	/s/ Fady Boctor
	Name:	Fady Boctor
	Title:	President and Chief Commercial Officer

FAQ

What executive and director equity awards did PTPI approve on June 5, 2026?

Petros Pharmaceuticals approved 7,000,000 restricted shares on June 5, 2026. The awards went to its chairman, two directors, and its President and Chief Commercial Officer, with individual grants ranging from 375,000 to 4,375,000 shares.

How many restricted shares did Petros Pharmaceuticals grant to each PTPI board member?

The Board granted 4,375,000 restricted shares to Chairman Joshua Silverman and 1,875,000 to director Bruce Bernstein. Directors Fady Boctor and Wayne Walker each received 375,000 restricted shares under the same award program.

What is the vesting schedule for PTPI’s June 2026 restricted share awards?

The restricted share awards vest in two equal tranches. 50% vested on June 5, 2026, and the remaining 50% will vest six months later, provided each director or officer continues providing services on that vesting date.

Were PTPI’s June 2026 restricted share awards granted under its 2020 incentive plan?

No. The restricted share awards were issued outside Petros Pharmaceuticals’ Amended and Restated 2020 Omnibus Incentive Compensation Plan. They are instead governed by the company’s standard Restricted Stock Award Agreement terms.

Who at Petros Pharmaceuticals signed the June 2026 equity award filing?

The filing was signed by Fady Boctor, Petros Pharmaceuticals’ President and Chief Commercial Officer. His signature confirms the company’s authorization of the reported restricted share grants on June 5, 2026.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB