Petros Pharmaceuticals (PTPI) director reports 1.88M RSU-based share ownership

Rhea-AI Filing Summary

Petros Pharmaceuticals, Inc. reported that a director acquired additional equity through a stock-based compensation grant. On 01/02/2026, the reporting person received 1,875,000 Restricted Stock Units (RSUs) of Petros common stock at a price of $0 per unit, recorded as an acquisition. Following this grant, the director beneficially owns 1,887,334 shares of common stock in direct ownership.

The filing explains that 50% of the RSUs vested on the grant date and the remaining 50% will vest on the six-month anniversary of the grant, provided the director is still providing services to the company at that time. Each RSU converts into one share of common stock. The share amounts in the filing have been adjusted to reflect the company’s previously effected 1-for-25 reverse stock split of its common stock.

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^*

Bernstein Bruce

(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		1,875,000(1)	A	$0(1)	1,887,334(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/ Bruce Bernstein	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.
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FAQ

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

The company reported that a director acquired 1,875,000 RSUs of Petros Pharmaceuticals common stock on 01/02/2026, recorded as an acquisition at a price of $0 per unit.

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

After the reported RSU grant, the director beneficially owns 1,887,334 shares of Petros Pharmaceuticals common stock in direct ownership.

How do the RSUs granted by Petros Pharmaceuticals (PTPI) vest?

Of the 1,875,000 RSUs, 50% vested on the grant date, and the remaining 50% will vest on the six-month anniversary of the grant, if the director is still providing services to the company at that time.

What does each RSU represent in the Petros Pharmaceuticals (PTPI) Form 4 filing?

Each RSU represents the right to receive one share of Petros Pharmaceuticals common stock, par value $0.0001 per share.

Why were the share amounts in the Petros Pharmaceuticals (PTPI) Form 4 adjusted?

The filing states that the share amounts were adjusted to reflect Petros Pharmaceuticals’ 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 relationship of the reporting person to Petros Pharmaceuticals (PTPI)?

The reporting person in the Form 4 is identified as a Director of Petros Pharmaceuticals, Inc.