Beauty Health Co CEO Awarded 2.19M Service‑Vesting RSUs

Rhea-AI Filing Summary

Beauty Health Co (SKIN) reporting person Pedro Bruno Ferreira Malha, who is President, CEO and a director, received restricted stock unit grants on 10/09/2025 that total 2,190,384 Class A common shares when combined across two grant lines. The filing shows 1,228,846 and 961,538 RSUs granted at an indicated per-share figure of $1.56. The RSUs vest in three equal annual installments beginning on the first anniversary of the grant, subject to continued service and certain acceleration rights, and are reported as directly owned following the grant.

The report was signed by an attorney-in-fact on 10/10/2025. No derivative securities or other transactions are disclosed. This filing documents an equity grant to align the CEO/director with shareholder interests through multi-year vesting rather than a sale or purchase of existing shares.

Positive

• CEO awarded long-term, service‑vesting equity (2,190,384 RSUs vesting over three years) to align incentives
• Grants reported as direct beneficial ownership, increasing transparency of executive holdings

Negative

• Potential dilution from 2,190,384 RSUs when they vest and convert into outstanding shares
• Acceleration rights present, which could lead to earlier-than-expected share issuance

Insights

Corporate Governance Analyst

Grant aligns CEO incentives via multi-year vesting of 2.19M RSUs.

The award of 2,190,384 Class A RSUs to the President and CEO vests in three equal installments over three years beginning after 10/09/2025, tying ultimate ownership to continued service. Multi-year vesting is a standard mechanism to retain executives and align long-term interests with shareholders.

Risks include potential near-term dilution when RSUs settle into shares and governance questions if acceleration rights are broad; monitor future disclosures of dilution impact on outstanding shares and any accelerated vesting events within 12–36 months.

Insider Transactions Specialist

Form 4 reports issuance of restricted stock units, not open-market trades.

The transaction code shows an award (A(1)) rather than a purchase or sale, and the filing lists the per-share figure $1.56 associated with the grant reporting. The reporting person now shows direct beneficial ownership equal to the granted shares.

Key near-term items to check are the company’s next equity schedule and any Form 8-K disclosing aggregate dilution or plan shares used; expect settlement/issuance entries in public filings as each vesting installment becomes effective over the next three years (by 10/09/2028).

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^*

Malha Pedro Bruno Ferreira

(Last) (First) (Middle)

C/O THE BEAUTY HEALTH COMPANY

2165 SPRING STREET

(Street)

LONG BEACH CA 90806

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Beauty Health Co [ SKIN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2025

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
Class A Common Stock	10/09/2025		A(1)		1,228,846	A	$1.56	1,228,846	D
Class A Common Stock	10/09/2025		A(1)		961,538	A	$1.56	2,190,384	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 a grant of restricted stock units that vest in one-third increments on each of the first three anniversaries of the grant date of October 9, 2025, in each case subject to continued service through the vesting date and certain acceleration rights.

Remarks:

	/s/ Paul Bokota, Attorney-in-Fact for Pedro Bruno Ferreira Malha	10/10/2025
	** 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 Pedro Bruno Ferreira Malha report for SKIN on Form 4?

He reported receipt of restricted stock units totaling 2,190,384 Class A shares granted on 10/09/2025, with a reported per-share figure of $1.56.

How do the RSUs granted to SKIN's CEO vest?

The RSUs vest in three equal installments on each of the first three anniversaries of the grant date (starting 10/09/2026), subject to continued service and certain acceleration rights.

Is the Form 4 reporting a purchase or sale of SKIN stock?

No. The filing uses transaction code A(1), indicating an award of restricted stock units rather than an open‑market purchase or sale.

Will these RSUs immediately increase SKIN's outstanding shares?

Not immediately. RSUs typically convert to shares upon vesting; the filing documents beneficial ownership after the grant but actual share issuance occurs on each vesting date.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by Paul Bokota, Attorney-in-Fact for Pedro Bruno Ferreira Malha on 10/10/2025.