Davis Todd C 4/A

What Happened

• Todd C. Davis, a member of Pelthos Therapeutics Inc.'s board of directors, received awards of restricted stock units (RSUs) reported as grants (transaction code A). The filing lists three grant events: 12,900 RSUs (6/14/2024), 4,961 RSUs (11/13/2024), and 19,108 RSUs (7/2/2025), totaling 36,969 RSUs. Each RSU represents the right to one share of common stock; grants were issued at $0.00 (no cash paid).

Key Details

• Transaction dates and amounts:
  • 2024-06-14: 12,900 RSUs (A) @ $0.00
  • 2024-11-13: 4,961 RSUs (A) @ $0.00
  • 2025-07-02: 19,108 RSUs (A) @ $0.00
• Vesting: RSUs vest in equal quarterly installments over three years, provided continued service (footnote F2).
• Settlement: RSUs may be settled solely in shares of Pelthos common stock; each RSU equals one share on settlement (footnote F1).
• Reverse split: Reported amounts have been adjusted for a 1-for-10 reverse stock split effective July 1, 2025 (footnote F3).
• Ownership after transaction: Not specified in this amended Form 4.
• Filing status: This is an amended Form 4. The filer previously reported related RSU grants in Form 4 filings (June 18, 2024–July 7, 2025); this amendment moves the RSU reporting into Table I (footnote F1).
• Related-party note: Mr. Davis is CEO and a director of Ligand Pharmaceuticals; by virtue of that role he may be deemed to beneficially own shares held by Ligand, though he disclaims such ownership except for any pecuniary interest (footnote F4).

Context

• RSU awards are compensation and not an open-market buy or sell; they do not necessarily signal immediate bullish or bearish trading intent. They convert to actual shares only as they vest and are settled.
• This filing is an amendment that clarifies how the previously reported RSUs are presented on the Form 4; it does not itself report an open-market trade.