3: Initial statement of beneficial ownership of securities
Published on April 20, 2026
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/10/2026 |
3. Issuer Name and Ticker or Trading Symbol
Pelthos Therapeutics Inc. [ PTHS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Common Stock(1) | 30,518(1) | D |
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option | 07/02/2026(2) | 07/02/2035 | Common Stock | 93,000 | 13.5(2) | D | |
| Explanation of Responses: |
| 1. Represents 30,518 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 on July 2, 2025 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 RSUs were received as compensation for the reporting person's service as an officer of the Issuer pursuant to the 2023 Plan. The RSUs vest as follows: the initial one-third (1/3) of such shares vests on July 2, 2026, 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 vesting date. |
| 2. On July 2, 2025, the reporting person was granted stock options to purchase 93,000 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, so long as the reporting person remains in the service of the Issuer on each such vesting date. |
| Remarks: |
| /s/ John M. Gay | 04/20/2026 | |
| ** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.