[Form 4] Scilex Holding Co Insider Trading Activity

Rhea-AI Filing Summary

Scilex Holding Co. reported a grant of an incentive stock option to Stephen Ma, who serves as CFO, COO and a director. The option, dated 10/08/2025, covers 60,000 shares of common stock with an exercise price of $17.58. Vesting occurs monthly at 1/48th of the option each month following the grant, subject to continued service.

The option cannot be exercised until the issuer's outstanding indebtedness under a Senior Secured Promissory Note to Oramed Pharmaceuticals and the Tranche B Senior Secured Convertible Notes to several holders has been repaid in full. The option shows an exercisable date of 10/08/2035 and the reporting person beneficially owns 60,000 shares subject to the option.

Positive

• 60,000 share option grant aligns CFO/COO incentives with shareholder value via equity-based compensation
• Vesting at 1/48th monthly supports executive retention over a multi-year period

Negative

• Option is not exercisable until repayment in full of specified senior secured notes, delaying potential monetization
• Exercise price of $17.58 may limit near-term intrinsic value if market price is below that level

Insights

Compensation and Equity Plan Analyst

Grant aligns executive pay with long‑term share performance but includes extended vesting and exercise conditions.

The grant of 60,000 incentive stock options at an exercise price of $17.58 ties a significant portion of potential upside to equity performance and continued service, with vesting delivered monthly at 1/48 of the total. Monthly vesting can support retention by spreading realization over four years.

However, the option explicitly cannot be exercised until specific debt instruments are repaid in full, which places a covenant‑like condition on liquidity for the holder. Monitor the issuer's debt repayment timetable and covenant status over the next 12–36 months for clarity on when exercise might become possible.

Corporate Governance Specialist

Structure uses standard service vesting but includes a financing‑linked restriction that affects governance signaling.

The monthly 1/48th vesting is a common service schedule and links executive incentives to ongoing performance and retention. Making exercise contingent on repayment of the Senior Secured Promissory Note and Tranche B convertible notes explicitly prioritizes creditor repayment before option monetization.

This condition may reassure creditors but delays potential insider stock purchases and reduces near‑term dilution. Investors should watch statements or filings that disclose progress on repaying the named obligations within the next reporting periods.

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^*

Ma Stephen Hoi

(Last) (First) (Middle)

C/O SCILEX HOLDING COMPANY

960 SAN ANTONIO ROAD

(Street)

PALO ALTO CA 94303

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Scilex Holding Co [ SCLX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/08/2025

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
Incentive Stock Option (right to buy)	$17.58	10/08/2025		A		60,000		(1)	10/08/2035	Common Stock	60,000	$0	60,000	D

Explanation of Responses:

1. 1/48th of the shares subject to the option shall vest on a monthly basis following the grant date, subject to the Reporting Person's continued service to the Issuer through each such vesting date. Notwithstanding the preceding sentence, the shares of Common Stock subject to the Option will not be exercisable until such date as the Issuer's outstanding indebtedness under the Senior Secured Promissory Note issued by the Issuer to Oramed Pharmaceuticals, Inc. on September 21, 2023 and the Tranche B Senior Secured Convertible Notes issued by the Issuer to each of Oramed Pharmaceuticals, Inc., Nomis Bay Ltd., 3i LP and BPY Limited, has been repaid in full.

	/s/ Stephen Ma	10/09/2025
	** 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 did Stephen Ma (SCLX) receive on the Form 4 filed 10/09/2025?

He was granted an incentive stock option covering 60,000 shares with an exercise price of $17.58, dated 10/08/2025.

When do the options vest and become exercisable for SCLX insider Stephen Ma?

The options vest monthly at 1/48th per month. They cannot be exercised until the issuer's specified indebtedness is repaid in full; the reported exercisable date is 10/08/2035.

What debt must be repaid before the options can be exercised?

Repayment in full of the Senior Secured Promissory Note to Oramed Pharmaceuticals and the Tranche B Senior Secured Convertible Notes issued to the listed holders is required.

How many shares does Stephen Ma beneficially own following the reported transaction?

The filing reports beneficial ownership of 60,000 shares subject to the option following the transaction.

Does the Form 4 show any cash proceeds from exercising options?

No. The Form 4 reports a grant (acquisition) of options; it shows 0 cash proceeds and an exercise price of $17.58.