{"url_path":"/sec/pths/8-k/2026-05-21/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1919246/0001919246-26-000078-index.html","accession_number":"0001919246-26-000078","cik":"0001919246","ticker":"PTHS","issuer_name":"Pelthos Therapeutics Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1919246/0001919246-26-000078-index.html","primary_entity_key":"0001919246","primary_entity_name":"Pelthos Therapeutics Inc."},"word_count":394,"has_tables":true,"body_markdown":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment\n\nof Certain Officers; Compensatory Arrangements of Certain Officers.\n\nAs previously disclosed, the Board terminated Francis Knuettel II from his position as Chief Financial Officer, Treasurer and Secretary of the Company, effective April 10, 2026. On May 15, 2026 (the “Execution Date”), the Company entered into a Separation and Release Agreement (the “Separation Agreement”) with Mr. Knuettel, in order to clarify the terms applicable to Mr. Knuettel's separation from the Company. As stated in the Separation Agreement, Mr. Knuettel’s Employment Agreement was terminated with the Company, effective April 10, 2026.\n\nThe Separation Agreement provides, among other things, that: (i) the Company will pay Mr. Knuettel for all earned but unpaid compensation through the Separation Date (as defined in the Separation Agreement); (ii) the Company will reimburse Mr. Knuettel for outstanding business expenses in accordance with applicable Company policies, upon request for reimbursement and supporting documentation; (iii) the Company will pay Mr. Knuettel separation pay equal to twelve (12) months of Mr. Knuettel’s base salary at the rate in effect as of the Separation Date, or $430,000.00; and (iv) the Company will cause the vesting of both the options and restricted stock units (“RSUs”), previously granted to Mr. Knuettel, to be accelerated such that the options and RSUs shall vest as to that portion of each award that would have vested during the twelve (12)‑month period immediately following the Separation Date.\n\nThe Separation Agreement includes customary provisions, including, among others, a general release of claims in favor of the Company, confidentiality, non-disparagement, and cooperation obligations.\n\nThe Separation Agreement provides that Mr. Knuettel has the right to revoke the Separation Agreement for a period of seven (7) days following the Execution Date. The Separation Agreement will become effective upon the expiration of such revocation period without revocation (the “Effective Date”), and the Company’s obligations to provide the separation benefits described above, including the acceleration of stock options and RSUs described above, are conditioned upon the Separation Agreement becoming effective and such obligations will become obligations of the Company as of the Effective Date.\n\nThe foregoing description of the Separation Agreement is qualified in all respects by the terms of the Separation Agreement, itself, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference."}