Form 4 for PTHS Pelthos Therapeutics Inc.

Accepted 2026-05-26 19:17:24 ET · period of report 2026-05-22 · accession 0001919246-26-000081 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
D	2026-05-26 19:17	2026-05-22	PTHS	Francis Knuettel II	CFO, Treas, Secty	D - Sale to Iss	$0.00	-13.9K	19.5K	-42%	$0
DI	2026-05-26 19:17	2026-05-22	PTHS	Francis Knuettel II	CFO, Treas, Secty	S - Sale	$26.84	-1,500	11.3K	-12%	-$40.3K
D	2026-05-26 19:17	2026-05-22	PTHS	Francis Knuettel II	CFO, Treas, Secty	A - Grant	—	+59.5K	59.5K	New	—
D	2026-05-26 19:17	2026-05-22	PTHS	Francis Knuettel II	CFO, Treas, Secty	D - Sale to Iss	—	-42.5K	0	-100%	—

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2026-05-22	D	D	13,947	$0.00	19,525	D	—	—	(F1) Represents the forfeiture and cancellation of unvested restricted stock units ("RSUs") of Pelthos Therapeutics Inc. (the "Issuer"), for no consideration pursuant to that certain Separation Agreement entered into on May 15, 2026 (the "Separation Agreement") in connection with the reporting person's termination of employment as Chief Financial Officer of the Issuer. (F1) Represents the forfeiture and cancellation of unvested restricted stock units ("RSUs") of Pelthos Therapeutics Inc. (the "Issuer"), for no consideration pursuant to that certain Separation Agreement entered into on May 15, 2026 (the "Separation Agreement") in connection with the reporting person's termination of employment as Chief Financial Officer of the Issuer. (F2) The Separation Agreement provides for the acceleration of vesting of 19,525 RSUs out of the 33,472 previously reported RSUs granted to the reporting person pursuant to the Issuer's 2023 Equity Incentive Plan, as amended from time to time (the "2023 Plan"), each of which represents the right to receive one (1) share of common stock, par value, $0.0001 per share ("Common Stock"), subject to the vesting terms of such RSUs, and may be settled solely in shares of Common Stock. The RSUs were received as compensation for the reporting person's service as an officer of the Issuer pursuant to the 2023 Plan. The 19,525 unvested RSUs became fully vested on May 22, 2026 upon expiration of the revocation period in the Separation Agreement. The transaction is exempt under Rule 16b-3(d). The acceleration does not represent a new grant of RSUs.
2	Common	Common Stock	2026-05-22	S	D	1,500	$26.84	11,316	I By Lara Knuettel Revocable Trust	—	—	(F3) Represents an open market sale of the Lara Knuettel Revocable (the "Trust") on May 22, 2026. This transaction was executed in multiple trades at prices ranging from $26.66 to $27.16. The price reported in column 4 above reflects the weighted average price of the shares of Common Stock sold. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected (F3) Represents an open market sale of the Lara Knuettel Revocable (the "Trust") on May 22, 2026. This transaction was executed in multiple trades at prices ranging from $26.66 to $27.16. The price reported in column 4 above reflects the weighted average price of the shares of Common Stock sold. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected (F4) Francis Knuettel II is the co-trustee of the Trust and manager of Camden Capital LLC ("Camden"). By virtue of these relationships, Mr. Knuettel may be deemed to beneficially own the shares of Common Stock held of record by each of Camden and the Trust. Mr. Knuettel disclaims any such beneficial ownership except to the extent of his pecuniary interest therein. (F4) Francis Knuettel II is the co-trustee of the Trust and manager of Camden Capital LLC ("Camden"). By virtue of these relationships, Mr. Knuettel may be deemed to beneficially own the shares of Common Stock held of record by each of Camden and the Trust. Mr. Knuettel disclaims any such beneficial ownership except to the extent of his pecuniary interest therein.
3	Derivative	Stock Option	2026-05-22	A	A	59,500	—	59,500	D	$13.50 · 2026-05-22 to 2035-07-02	59,500 Common Stock	(F5) Represents the acceleration of vesting of stock options pursuant to the Separation Agreement in connection with the reporting person's termination of employment as Chief Financial Officer of the Issuer. The unvested stock options became fully vested and exercisable on May 22, 2026. The transaction is exempt under Rule 16b-3(d). This acceleration does not represent a new grant of options. The stock options may be exercised only until January 15, 2027, subject to the terms of the 2023 Plan and the Separation Agreement. (F5) Represents the acceleration of vesting of stock options pursuant to the Separation Agreement in connection with the reporting person's termination of employment as Chief Financial Officer of the Issuer. The unvested stock options became fully vested and exercisable on May 22, 2026. The transaction is exempt under Rule 16b-3(d). This acceleration does not represent a new grant of options. The stock options may be exercised only until January 15, 2027, subject to the terms of the 2023 Plan and the Separation Agreement. (F5) Represents the acceleration of vesting of stock options pursuant to the Separation Agreement in connection with the reporting person's termination of employment as Chief Financial Officer of the Issuer. The unvested stock options became fully vested and exercisable on May 22, 2026. The transaction is exempt under Rule 16b-3(d). This acceleration does not represent a new grant of options. The stock options may be exercised only until January 15, 2027, subject to the terms of the 2023 Plan and the Separation Agreement.
4	Derivative	Stock Option	2026-05-22	D	D	42,500	—	0	D	$13.50 · 2026-07-02 to 2035-07-02	42,500 Common Stock	(F6) Represents the forfeiture and cancellation of unvested stock options for no consideration pursuant to the Separation Agreement in connection with the reporting person's termination of employment as Chief Financial Officer of the Issuer. (F6) Represents the forfeiture and cancellation of unvested stock options for no consideration pursuant to the Separation Agreement in connection with the reporting person's termination of employment as Chief Financial Officer of the Issuer. (F6) Represents the forfeiture and cancellation of unvested stock options for no consideration pursuant to the Separation Agreement in connection with the reporting person's termination of employment as Chief Financial Officer of the Issuer. (F6) Represents the forfeiture and cancellation of unvested stock options for no consideration pursuant to the Separation Agreement in connection with the reporting person's termination of employment as Chief Financial Officer of the Issuer.