Petros Pharmaceuticals (PTPI) director reports 500,000 RSU equity award

Rhea-AI Filing Summary

Petros Pharmaceuticals, Inc. reported an equity award to a director on a Form 4. On 01/02/2026, a director received 500,000 restricted stock units (RSUs)$0 per unit. According to the filing, 50% of the RSUs vested on the grant date and the remaining 50% will vest on the six-month anniversary of the grant date, as long as the director continues providing services to the company on that vesting date. Each RSU corresponds to one share of common stock. Following this grant, the director is reported to beneficially own 506,333 shares of Petros Pharmaceuticals common stock. The filing notes that these share amounts have been adjusted for the company’s 1-for-25 reverse stock split that became effective on April 30, 2025.

01/02/2026 - 05:00 PM

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

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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^*

WALKER WAYNE REMELL

(Last) (First) (Middle)

C/O PETROS PHARMACEUTICALS, INC.

1185 AVENUE OF THE AMERICAS, 3RD FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Petros Pharmaceuticals, Inc. [ PTPI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	01/02/2026		A		500,000(1)	A	$0(1)	506,333(2)	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. Represents Restricted Stock Units ("RSUs"). 50% of the RSUs vested on the date of grant and the remaining 50% will vest on the six month anniversary of the date of grant, provided that the Reporting Person is providing services to the Issuer on such vesting date. Each RSU represents the right to receive one share of common stock, par value $0.0001 per share (the "Common Stock"), of the Issuer.

2. Amounts adjusted for the Issuer's 1-for-25 reverse stock split of the Issuer's Common Stock, effective as of 4:05 p.m. (New York time) on April 30, 2025.

	/s/ Wayne Walker	01/02/2026
	** 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.

FAQ

What insider transaction did Petros Pharmaceuticals (PTPI) report on this Form 4?

Petros Pharmaceuticals reported that a director received 500,000 restricted stock units (RSUs) of its common stock on 01/02/2026, at a stated price of $0 per unit.

How do the Petros Pharmaceuticals (PTPI) RSUs granted on 01/02/2026 vest?

For this grant, 50% of the RSUs vested on the grant date, and the remaining 50% will vest on the six-month anniversary of the grant date, provided the director continues providing services to the company on that vesting date.

What does each RSU granted by Petros Pharmaceuticals (PTPI) represent?

Each restricted stock unit granted represents the right to receive one share of Petros Pharmaceuticals common stock, with a par value of $0.0001 per share.

How many Petros Pharmaceuticals (PTPI) shares does the director beneficially own after this transaction?

Following the reported RSU grant, the director is shown as beneficially owning 506,333 shares of Petros Pharmaceuticals common stock.

How did Petros Pharmaceuticals’ reverse stock split affect the share figures in this Form 4?

The filing states that the reported share amounts are adjusted for the company’s 1-for-25 reverse stock split of its common stock, which became effective at 4:05 p.m. (New York time) on April 30, 2025.

What is the reporting person’s relationship to Petros Pharmaceuticals (PTPI)?

The reporting person is identified as a director of Petros Pharmaceuticals, Inc. and filed the Form 4 as one reporting person.