Bruce Bernstein gets 1,875,000 Petros (PTPI) restricted share grant

Rhea-AI Filing Summary

Bernstein Bruce reported acquisition or exercise transactions in this Form 4 filing.

Petros Pharmaceuticals director Bruce Bernstein received a grant of 1,875,000 restricted shares of common stock. The shares were awarded at a price of $0.00 per share as equity compensation. After this grant, he directly holds 3,762,334 common shares.

According to the terms, 50% of the restricted shares vested on the grant date and the remaining 50% will vest on the six-month anniversary of the grant, provided he is still providing services to the company at that time.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Bernstein Bruce

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,875,000	$0.00	--

Holdings After Transaction: Common Stock — 3,762,334 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Restricted shares granted: 1,875,000 shares Grant price per share: $0.00 per share Shares after transaction: 3,762,334 shares +3 more

6 metrics

Restricted shares granted 1,875,000 shares Common Stock grant coded as award (A)

Grant price per share $0.00 per share Equity compensation, no cash purchase

Shares after transaction 3,762,334 shares Total common shares directly held after grant

Immediate vesting portion 50% of granted shares Vested on grant date

Deferred vesting portion 50% of granted shares Vest on six-month anniversary if still providing services

Transaction direction Acquisition (grant/award) Form 4 code A, non-derivative

Key Terms

restricted shares, vesting, grant, award, or other acquisition, Common Stock

4 terms

restricted shares financial

"Represents restricted shares ("Shares") of common stock, par value $0.0001 per share"

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.

vesting financial

"50% of the Shares vested on the date of grant and the remaining 50% will vest on the six-month anniversary"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

Common Stock financial

"security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

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Form 4 Insider Transactions: What Each Field Means →

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

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^*

Bernstein Bruce

(Last) (First) (Middle)

C/O PETROS PHARMACEUTICALS, INC.

1185 AVENUE OF THE AMERICAS, 3RD FLOOR

(Street)

NEW YORK NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

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	06/05/2026		A		1,875,000(1)	A	$0(1)	3,762,334	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 shares ("Shares") of common stock, par value $0.0001 per share, of the Issuer. 50% of the Shares 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.

	/s/ Bruce Bernstein	06/05/2026
	** 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)

FAQ

What did Bruce Bernstein report in this Petros (PTPI) Form 4 filing?

Bruce Bernstein reported receiving a grant of 1,875,000 restricted shares of Petros Pharmaceuticals common stock at $0.00 per share. This equity award increased his direct holdings to 3,762,334 shares, reflecting stock-based compensation rather than an open-market purchase.

How many Petros (PTPI) shares does Bruce Bernstein hold after the grant?

After the award, Bruce Bernstein directly holds 3,762,334 shares of Petros Pharmaceuticals common stock. This total includes the 1,875,000 restricted shares granted in the reported transaction, part of which vests immediately and part on a future six-month vesting date.

What are the vesting terms of Bruce Bernstein’s 1,875,000 restricted Petros (PTPI) shares?

Half of the 1,875,000 restricted shares vested on the grant date, while the remaining half will vest six months after that date. Vesting of the second tranche requires that Bernstein continue providing services to Petros Pharmaceuticals on the six‑month vesting date.

Was cash paid for Bruce Bernstein’s Petros (PTPI) share grant?

No cash was paid for this award; the reported price per share is $0.00. The filing describes the transaction as a grant or award of restricted common stock, which is typical stock-based compensation rather than a cash-financed stock purchase.

Is Bruce Bernstein’s Petros (PTPI) transaction an open-market buy or a compensation grant?

The transaction is a compensation grant, not an open-market purchase. It is coded as a grant, award, or other acquisition of 1,875,000 restricted common shares, with specified vesting conditions, rather than shares bought on the public market.