Provectus (PVCT) CEO gets 8% note tied to Series D-1 stock

Rhea-AI Filing Summary

Provectus Biopharmaceuticals CEO Edward Pershing reported receiving an 8% unsecured convertible promissory note. This derivative security allows him to convert the note’s outstanding principal and interest into shares of Series D-1 Convertible Preferred Stock at a price of $2.862 per share at any time while the note is outstanding.

The footnotes state that, twelve months after the note’s issue date, the outstanding principal and interest will automatically convert into Series D-1 Preferred Stock at the same $2.862 conversion price. Each Series D-1 Preferred share is then convertible into 10 shares of Provectus common stock and will automatically convert into common stock on December 31, 2028, unless converted earlier under its terms.

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

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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^*

Pershing Edward

(Last) (First) (Middle)

800 S. GAY STREET,

SUITE 1610

(Street)

KNOXVILLE TN 37929

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PROVECTUS BIOPHARMACEUTICALS, INC. [ PVCT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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

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
8% Unsecured Convertible Promissory Note	$2.862	02/19/2026		A		$50,000		02/19/2026	02/19/2027	Series D-1 Convertible Preferred Stock(1)(2)	17,471	$0	$1,370,000	D

Explanation of Responses:

1. The Reporting Person may voluntarily elect to convert the outstanding principal and interest of the 8% unsecured convertible promissory note (the "Note") at any time while the Note is outstanding into shares of Series D-1 Convertible Preferred Stock, par value $0.001 per share ("Series D-1 Preferred Stock") at a price per share equal to $2.862. The outstanding principal and interest of the Note will automatically convert into shares of Series D-1 Preferred Stock at a price per share equal to $2.862 on the date which is twelve months after the issue date of the Note. The Note was issued pursuant to the Issuer's 2025 Financing.

2. Each share of Series D-1 Preferred Stock is convertible into 10 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"). The Series D-1 Preferred Stock will automatically convert into Common Stock on December 31, 2028, unless earlier converted into Common Stock in accordance with the terms of the Certificate of Designation for the Series D-1 Preferred Stock.

	/s/ Edward Pershing	02/23/2026
	** 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 PVCT CEO Edward Pershing report on this Form 4?

Edward Pershing reported acquiring an 8% unsecured convertible promissory note. This derivative security can be turned into Series D-1 Convertible Preferred Stock and ultimately into Provectus common shares under specified conversion terms and timeline.

How can the 8% unsecured convertible note for PVCT be converted?

The note’s outstanding principal and interest may be voluntarily converted into Series D-1 Convertible Preferred Stock at $2.862 per share. Additionally, it will automatically convert into Series D-1 Preferred twelve months after the note’s issue date at the same $2.862 price.

What is the relationship between PVCT Series D-1 Preferred Stock and common stock?

Each share of Series D-1 Convertible Preferred Stock is convertible into 10 shares of Provectus common stock. This preferred stock will automatically convert into common shares on December 31, 2028, unless it is converted earlier in line with its governing terms.

When will the PVCT 8% convertible note automatically convert into preferred stock?

According to the disclosure, the outstanding principal and interest of the 8% unsecured convertible note automatically convert into Series D-1 Convertible Preferred Stock twelve months after the note’s issue date, using a conversion price of $2.862 per preferred share.

What automatic conversion date applies to PVCT’s Series D-1 Preferred Stock?

The Series D-1 Convertible Preferred Stock automatically converts into Provectus common stock on December 31, 2028. It may also be converted into common stock earlier, following the terms in its Certificate of Designation as described in the disclosure.