Francis Knuettel II 4

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.