PTHS · Pelthos Therapeutics Inc.

This transaction reflects the sale of shares, made pursuant to a Rule 10b5-1 plan adopted December 16, 2025, for the purpose of satisfying estimated tax obligations in connection with the vesting of restricted stock units granted by the Issuer.

This transaction was executed in multiple trades at prices ranging from $27.20 to $27.63. 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.

This transaction reflects the sale of shares, made pursuant to a Rule 10b5-1 plan adopted December 16, 2025, for the purpose of satisfying estimated tax obligations in connection with the vesting of restricted stock units granted by the Issuer.

This transaction was executed in multiple trades at prices ranging from $27.20 to $27.63. 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.

This transaction reflects the sale of shares, made pursuant to a Rule 10b5-1 plan adopted December 16, 2025, for the purpose of satisfying estimated tax obligations in connection with the vesting of restricted stock units granted by the Issuer.

This transaction was executed in multiple trades at prices ranging from $25.58 to $26.53. 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.

This transaction reflects the sale of shares, made pursuant to a Rule 10b5-1 plan adopted December 16, 2025, for the purpose of satisfying estimated tax obligations in connection with the vesting of restricted stock units granted by the Issuer.

This transaction was executed in multiple trades at prices ranging from $25.58 to $26.24. 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.

This transaction reflects the sale of shares, made pursuant to a Rule 10b5-1 plan adopted December 16, 2025, for the purpose of satisfying estimated tax obligations in connection with the vesting of restricted stock units granted by the Issuer.

This transaction was executed in multiple trades at prices ranging from $25.58 to $26.24. 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.

This transaction reflects the sale of shares, made pursuant to a Rule 10b5-1 plan adopted December 16, 2025, for the purpose of satisfying estimated tax obligations in connection with the vesting of restricted stock units granted by the Issuer.

This transaction was executed in multiple trades at prices ranging from $27.20 to $27.63. 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.

This transaction reflects the sale of shares, made pursuant to a Rule 10b5-1 plan adopted December 16, 2025, for the purpose of satisfying estimated tax obligations in connection with the vesting of restricted stock units granted by the Issuer.

This transaction was executed in multiple trades at prices ranging from $26.71 to $27.44. 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.

This transaction reflects the sale of shares, made pursuant to a Rule 10b5-1 plan adopted December 16, 2025, for the purpose of satisfying estimated tax obligations in connection with the vesting of restricted stock units granted by the Issuer.

This transaction was executed in multiple trades at prices ranging from $27.92 to $28.00. 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.

This transaction was executed in multiple trades at prices ranging from $27.63 to $28.49. The price reported in column 4 above reflects the weighted average price of the shares of Common Stock purchased. 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.

This transaction was executed in multiple trades at prices ranging from $28.72 to $28.94. The price reported in column 4 above reflects the weighted average price of the shares of Common Stock purchased. 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.

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

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.

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.

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.

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.

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.

This transaction reflects the sale of shares, made pursuant to a Rule 10b5-1 plan adopted December 16, 2025, for the purpose of satisfying estimated tax obligations in connection with the vesting of restricted stock units granted by the Issuer.

This transaction was executed in multiple trades at prices ranging from $27.00 to $27.0101. 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.

This transaction reflects the sale of shares, made pursuant to a Rule 10b5-1 plan adopted December 16, 2025, for the purpose of satisfying estimated tax obligations in connection with the vesting of restricted stock units granted by the Issuer.

This transaction was executed in multiple trades at prices ranging from $21.31 to $22.03. 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.

This transaction reflects the sale of shares, made pursuant to a Rule 10b5-1 plan adopted December 16, 2025, for the purpose of satisfying estimated tax obligations in connection with the vesting of restricted stock units granted by the Issuer.

This transaction was executed in multiple trades at prices ranging from $20.30 to $20.78. 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.

This transaction reflects the sale of shares, made pursuant to a Rule 10b5-1 plan adopted December 16, 2025, for the purpose of satisfying estimated tax obligations in connection with the vesting of restricted stock units granted by the Issuer.

This transaction was executed in multiple trades at prices ranging from $20.30 to $20.78. 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.

This transaction reflects the sale of shares, made pursuant to a Rule 10b5-1 plan adopted December 16, 2025, for the purpose of satisfying estimated tax obligations in connection with the vesting of restricted stock units granted by the Issuer.

This transaction was executed in multiple trades at prices ranging from $21.31 to $22.03. 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.

This transaction reflects the sale of shares, made pursuant to a Rule 10b5-1 plan adopted December 16, 2025, for the purpose of satisfying estimated tax obligations in connection with the vesting of restricted stock units granted by the Issuer.

This transaction was executed in multiple trades at prices ranging from $20.30 to $20.78. 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.

This transaction reflects the sale of shares, made pursuant to a Rule 10b5-1 plan adopted December 16, 2025, for the purpose of satisfying estimated tax obligations in connection with the vesting of restricted stock units granted by the Issuer.

This transaction was executed in multiple trades at prices ranging from $21.31 to $22.03. 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.

This transaction reflects the sale of shares, made pursuant to a Rule 10b5-1 plan adopted December 16, 2025, for the purpose of satisfying estimated tax obligations in connection with the vesting of restricted stock units granted by the Issuer.

This transaction was executed in multiple trades at prices ranging from $21.31 to $22.03. 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.

This transaction reflects the sale of shares, made pursuant to a Rule 10b5-1 plan adopted December 16, 2025, for the purpose of satisfying estimated tax obligations in connection with the vesting of restricted stock units granted by the Issuer.

This transaction was executed in multiple trades at prices ranging from $20.30 to $20.78. 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.

On December 23, 2025, the Reporting Person was granted 12,000 Restricted Stock Units (the "RSUs") of the issuer, as compensation for the Reporting Person's service as a member of the issuer's board of directors, pursuant to the issuer's 2023 Equity Incentive Plan, as amended and restated effective as of April 16, 2025 (the "Plan"). The RSUs will vest on January 1, 2027. Each RSU represents a contingent right to receive one share of issuer's Common Stock, par value $0.0001 per share.

On November 6, 2025, Pelthos Therapeutics Inc. (the "Issuer") entered into a Securities Purchase Agreement with the reporting person and certain other investors, pursuant to which the Issuer issued a senior secured convertible note (the "Convertible Note") in the aggregate principal amount of $9 million to the reporting person on November 6, 2025. The Convertible Note may be converted into Common Stock at a conversion price of $34.442 per share. The Convertible Note includes a beneficial ownership limitation of 49.9% with respect to the reporting person.

On December 17, 2025, at the annual meeting of the Issuer's shareholders, the Issuer's shareholders approved the waiver of the limit on the number of shares of Common Stock that may be issued to the holders of the Convertible Notes pursuant to the rules of the NYSE American LLC, which requires shareholder approval before issuing common stock (or securities convertible into or exercisable for common stock) in a private placement that constitutes 20% or more of the Issuer's pre-transaction outstanding common stock. As a result, the conversion price of the Convertible Note was reduced from $34.442 per share to $29.73 per share. The reduction in the conversion price is reported above as the cancellation of a Convertible Note and the acquisition of a new Convertible Note.

On November 6, 2025, Pelthos Therapeutics Inc. (the "Issuer") entered into a Securities Purchase Agreement with the reporting person and certain other investors, pursuant to which the Issuer issued a senior secured convertible note (the "Convertible Note") in the aggregate principal amount of $9 million to the reporting person on November 6, 2025. The Convertible Note may be converted into Common Stock at a conversion price of $34.442 per share. The Convertible Note includes a beneficial ownership limitation of 49.9% with respect to the reporting person.

On December 17, 2025, at the annual meeting of the Issuer's shareholders, the Issuer's shareholders approved the waiver of the limit on the number of shares of Common Stock that may be issued to the holders of the Convertible Notes pursuant to the rules of the NYSE American LLC, which requires shareholder approval before issuing common stock (or securities convertible into or exercisable for common stock) in a private placement that constitutes 20% or more of the Issuer's pre-transaction outstanding common stock. As a result, the conversion price of the Convertible Note was reduced from $34.442 per share to $29.73 per share. The reduction in the conversion price is reported above as the cancellation of a Convertible Note and the acquisition of a new Convertible Note.

On December 10, 2025, the Reporting Person transferred 9,542 shares of Common Stock to GP 2024 Trust, U/A Dated, 12/20/2024, for no consideration. The Reporting Person is not a trustee and does not retain investment or voting control over the shares. Following the gift, the Reporting Person disclaims beneficial ownership of the shares held by the Trust and reports beneficial ownership herein only to the extent of any pecuniary interest, if any.

Ezra Friedberg is the manager of Balmoral Financial Group LLC ("Balmoral") and the manager of Key Recovery Group LLC ("Key"). By virtue of this relationship, Mr. Friedberg may be deemed to beneficially own the shares of Common Stock held of record by each of Balmoral and Key. Mr. Friedberg disclaims any such beneficial ownership except to the extent of his pecuniary interest therein.

Ezra Friedberg is the manager of Balmoral Financial Group LLC ("Balmoral") and the manager of Key Recovery Group LLC ("Key"). By virtue of this relationship, Mr. Friedberg may be deemed to beneficially own the shares of Common Stock held of record by each of Balmoral and Key. Mr. Friedberg disclaims any such beneficial ownership except to the extent of his pecuniary interest therein.

Ezra Friedberg is the manager of Balmoral Financial Group LLC ("Balmoral") and the manager of Key Recovery Group LLC ("Key"). By virtue of this relationship, Mr. Friedberg may be deemed to beneficially own the shares of Common Stock held of record by each of Balmoral and Key. Mr. Friedberg disclaims any such beneficial ownership except to the extent of his pecuniary interest therein.

Ezra Friedberg is the manager of Balmoral Financial Group LLC ("Balmoral") and the manager of Key Recovery Group LLC ("Key"). By virtue of this relationship, Mr. Friedberg may be deemed to beneficially own the shares of Common Stock held of record by each of Balmoral and Key. Mr. Friedberg disclaims any such beneficial ownership except to the extent of his pecuniary interest therein.

From June 18, 2024 to July 7, 2025, the reporting person filed multiple Form 4s relating to shares of common stock, par value $0.0001 per share ("Common Stock") of Pelthos Therapeutics Inc. (the "Issuer"), issuable upon settlement of restricted stock units of the Issuer ("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, subject to the vesting terms of such RSUs, and may be settled solely in shares of Common Stock. The original grant of RSUs was reported in Table II of the Form 4s filed by the reporting person (the "Original Form 4s"). This Form 4 amendment (this "Amendment") is being filed to amend the Original Form 4s in order to report the grant of such RSUs in Table I.

The RSUs were received as compensation for the reporting person's service as a member of the Issuer's board of directors pursuant to the 2023 Plan. The RSUs vest in equal installments on a quarterly basis after the date of such grant for a period of three years, so long as the reporting person remains in the service of the Issuer on each such anniversary.

Amounts have been adjusted to reflect the 1-for-10 reverse stock split effected by the Issuer on July 1, 2025.

On November 6, 2025, Pelthos Therapeutics Inc. (the "Issuer") entered into a Securities Purchase Agreement with the reporting person and certain other investors, pursuant to which the Issuer issued a senior secured convertible note (the "Convertible Note") in the aggregate principal amount of $9 million to the reporting person on November 6, 2025. The Convertible Note may be converted into Common Stock at a conversion price of $34.442 per share. The Note includes a beneficial ownership limitation of 49.9% with respect to the reporting person.

As previously reported on a Form 4 filed July 7, 2025, on July 2, 2025, the Reporting Person was granted 25,478 restricted stock units ("RSUs"), with the initial one third (1/3) of such shares vesting on July 2, 2025, and the remainder vesting in equal installments on a quarterly basis thereafter over a period of two (2) years.

Each RSU represents a contingent right to receive one share of issuer's Common Stock.

As previously reported on a Form 4 filed July 7, 2025, on July 2, 2025, the Reporting Person was granted 25,478 restricted stock units ("RSUs"), with the initial one third (1/3) of such shares vesting on July 2, 2025, and the remainder vesting in equal installments on a quarterly basis thereafter over a period of two (2) years.

Each RSU represents a contingent right to receive one share of issuer's Common Stock.

As previously reported on a Form 4 filed July 7, 2025, on July 2, 2025, the Reporting Person was granted 25,478 restricted stock units ("RSUs"), with the initial one third (1/3) of such shares vesting on July 2, 2025, and the remainder vesting in equal installments on a quarterly basis thereafter over a period of two (2) years.

Represents shares of common stock, par value $0.0001 per share ("Common Stock") of Pelthos Therapeutics Inc. (the "Issuer"), issuable upon settlement of restricted stock units of the Issuer ("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, subject to the vesting terms of such RSUs, and may be settled solely in shares of Common Stock. The original grant of RSUs was reported in Table II of the Form 4 filed by the reporting person (the "Original Form 4"). This Form 4 amendment (this "Amendment") is being filed to amend the Original Form 4 in order to report the grant of such RSUs in Table I.

The RSUs were received as compensation for the reporting person's service as a member of the Issuer's board of directors pursuant to the 2023 Plan. The RSUs vest as follows: the initial one-third of shares vested on July 2, 2025, and the remainder vesting in equal installments on a quarterly basis thereafter over a period of two years, so long as the reporting person remains in the service of the Issuer on each such anniversary.

On July 2, 2025, the Reporting Person was granted restricted stock units to purchase 30,518 shares of common stock at an exercise price of $13.50 per share, with the initial one third (1/3) of such shares vesting on July 2, 2026, and in equal installments on a quarterly basis thereafter over a period of two (2) years.

On July 2, 2025, the Reporting Person was granted stock options to purchase 77,640 shares of common stock at an exercise price of $13.50 per share, with the initial one third (1/3) of such shares vesting on July 2, 2025, and in equal installments on a quarterly basis thereafter over a period of two (2) years.

On July 2, 2025, the Reporting Person was granted stock options to purchase 77,640 shares of common stock at an exercise price of $13.50 per share, with the initial one third (1/3) of such shares vesting on July 2, 2025, and in equal installments on a quarterly basis thereafter over a period of two (2) years.

Represents shares of common stock, par value $0.0001 per share ("Common Stock") of Pelthos Therapeutics Inc. (the "Issuer"), issuable upon settlement of restricted stock units of the Issuer ("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, subject to the vesting terms of such RSUs, and may be settled solely in shares of Common Stock. The original grant of RSUs was reported in Table II of the Form 4 filed by the reporting person (the "Original Form 4"). This Form 4 amendment (this "Amendment") is being filed to amend the Original Form 4 in order to report the grant of such RSUs in Table I.

The RSUs were received as compensation for the reporting person's service as a member of the Issuer's board of directors pursuant to the 2023 Plan. The RSUs vest as follows: the initial one-third of shares vested on July 2, 2025, and the remainder vesting in equal installments on a quarterly basis thereafter over a period of two years, so long as the reporting person remains in the service of the Issuer on each such anniversary.

On July 2, 2025, the Reporting Person was granted stock options to purchase 255,000 shares of common stock at an exercise price of $13.50 per share, with the initial one third (1/3) of such shares vesting on July 2, 2026, and in equal installments on a quarterly basis thereafter over a period of two (2) years.

On July 2, 2025, the Reporting Person was granted restricted stock units to purchase 19,108 shares of common stock at an exercise price of $13.50 per share, which shall vest on a quarterly basis thereafter over a period of three (3) years.

From June 18, 2024 to July 7, 2025, the reporting person filed multiple Form 4s relating to shares of common stock, par value $0.0001 per share ("Common Stock") of Pelthos Therapeutics Inc. (the "Issuer"), issuable upon settlement of restricted stock units of the Issuer ("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, subject to the vesting terms of such RSUs, and may be settled solely in shares of Common Stock. The original grant of RSUs was reported in Table II of the Form 4s filed by the reporting person (the "Original Form 4s"). This Form 4 amendment (this "Amendment") is being filed to amend the Original Form 4s in order to report the grant of such RSUs in Table I.

The RSUs were received as compensation for the reporting person's service as a member of the Issuer's board of directors pursuant to the 2023 Plan. The RSUs vest in equal installments on a quarterly basis after the date of such grant for a period of three years, so long as the reporting person remains in the service of the Issuer on each such anniversary.

On July 2, 2025, the Reporting Person was granted restricted stock units to purchase 83,678 shares of common stock at an exercise price of $13.50 per share, with the initial one third (1/3) of such shares vesting on July 2, 2026, and in equal installments on a quarterly basis thereafter over a period of two (2) years.

On July 2, 2025, the Reporting Person was granted restricted stock units to purchase 25,478 shares of common stock at an exercise price of $13.50 per share, with the initial one third (1/3) of such shares vesting on July 2, 2025, and in equal installments on a quarterly basis thereafter over a period of two (2) years.

On July 2, 2025, the Reporting Person was granted restricted stock units to purchase 25,478 shares of common stock at an exercise price of $13.50 per share, with the initial one third (1/3) of such shares vesting on July 2, 2025, and in equal installments on a quarterly basis thereafter over a period of two (2) years.