Jones Mitchell Lawrence 4

What Happened

• Jones Mitchell Lawrence, Chief Medical Officer of Palisade Bio, had 8,000 shares issued on Feb 11, 2026 pursuant to settlement of vested Restricted Stock Units (RSUs). No cash was paid for these shares (derivative conversion/settlement).
• On Feb 12, 2026 the reporting person sold 1,989 of those shares in an open-market sale at $1.75 each for gross proceeds of $3,481. The sale was to cover tax withholding related to the RSU settlement. Net effect: +6,011 shares retained after the settlement and sale.

Key Details

• Transaction dates and prices:
  • Feb 11, 2026: RSU settlement/conversion of 8,000 RSUs into 8,000 shares (derivative code M), $0 per share (no purchase price).
  • Feb 12, 2026: Open-market sale of 1,989 shares at $1.75 each = $3,481 gross proceeds.
• Net change from these transactions: acquired 8,000, sold 1,989 → net increase of 6,011 shares.
• Footnotes of note:
  • F1: Shares issued pursuant to settlement of vested RSUs granted Feb 11, 2025.
  • F3: The sale was to cover tax withholding on RSU vesting/settlement.
  • F2: Ownership disclosures include 3,400 shares acquired under the company ESPP on Nov 20, 2025.
  • F4/F5: Each RSU entitles the holder to one share; RSUs vest in three equal annual installments beginning Feb 11, 2026, subject to continued service.
• Filing timeliness: Form 4 was filed Feb 13, 2026 for transactions on Feb 11–12, 2026 (appears timely under usual Form 4 rules).

Context

• The derivative entries reflect RSU settlement (conversion of RSU awards into common shares), not an option exercise requiring cash. The subsequent small open-market sale was a routine tax-withholding sell-down rather than a directional bet on the stock.
• Purchases are often more informative about insider conviction; this filing primarily documents receipt of awarded shares and a tax-related sale.