Francis Knuettel II 4
4 · Pelthos Therapeutics Inc. · Filed May 26, 2026
Research Summary
AI-generated summary of this filing
Pelthos (PTHS) CFO Francis Knuettel II Sells Shares & Has Awards Accelerated
What Happened
Francis Knuettel II, the former Chief Financial Officer of Pelthos Therapeutics (PTHS), completed a combination of transactions tied to his separation from the company on May 22, 2026. He (or entities he manages/is co‑trustee of) sold 1,500 shares in the open market for a weighted average price of $26.84 (total ≈ $40,265). Under the Separation Agreement, 19,525 previously unvested restricted stock units (RSUs) accelerated and became fully vested on May 22, 2026; other unvested RSUs (13,947) were forfeited and cancelled for no consideration. The Separation Agreement also accelerated vesting of certain stock options (which became fully vested and exercisable on May 22, 2026) while other unvested options were forfeited and cancelled.
Key Details
- Transaction date: May 22, 2026 (Form 4 filed May 26, 2026). The filing was submitted 4 days after the transaction date (outside the typical 2-business-day Section 16 filing window).
- Open-market sale: 1,500 shares at a weighted average price of $26.84 (prices ranged $26.66–$27.16); proceeds ≈ $40,265 (footnote: sale executed by the Lara Knuettel Revocable Trust).
- RSUs: 19,525 RSUs accelerated to vest (these represent the right to receive one share each); 13,947 RSUs forfeited and cancelled for no consideration.
- Options: Certain unvested stock options were accelerated and became fully vested and exercisable on May 22, 2026; other unvested options were forfeited/cancelled. Exercised options (if any) were not reported; accelerated options may be exercised only until Jan 15, 2027 (per the Separation Agreement).
- Beneficial ownership: Knuettel is co‑trustee of the Trust and manager of Camden Capital LLC; he may be deemed to beneficially own shares held by those entities but disclaims beneficial ownership except to the extent of any pecuniary interest.
- Shares owned after transaction: Not specified in the provided filing excerpt—refer to the full Form 4 for post-transaction holdings.
Context
- RSU acceleration: Accelerated RSUs simply vested earlier under the Separation Agreement and may be settled in shares; this is not a new grant.
- Option acceleration: Options becoming vested makes them exercisable (a right to buy shares) but does not necessarily mean shares were bought or sold. Any option exercises or subsequent sales would be separate transactions.
- Sales by trusts or related entities (rather than a direct sale by the insider) and forfeitures tied to separation agreements are often administrative in nature and do not alone indicate the insider’s private view of the stock.
- Because the Form 4 was filed four days after the transaction date, it appears later than the typical 2‑business‑day deadline for insiders; check the full filing for any officer comment or explanation.
Insider Transaction Report
Form 4Exit
Francis Knuettel II
CFO, Treas & Secty
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-05-22−13,947→ 19,525 total - Sale
Common Stock
[F3][F4]2026-05-22$26.84/sh−1,500$40,265→ 11,316 total(indirect: By Trust) - Award
Stock Option
[F5]2026-05-22+59,500→ 59,500 totalExercise: $13.50From: 2026-05-22Exp: 2035-07-02→ Common Stock (59,500 underlying) - Disposition to Issuer
Stock Option
[F6]2026-05-22−42,500→ 0 totalExercise: $13.50From: 2026-07-02Exp: 2035-07-02→ Common Stock (42,500 underlying)
Holdings
- 10,000(indirect: By LLC)
Common Stock
[F4]
Footnotes (6)
- [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.
- [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.
- [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.
- [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.
Signature
/s/ Francis Knuettel II|2026-05-26