Officer Avelar Rui was granted 94,913 shares, increasing direct ownership by 27% to 451,734 units (SEC Form 4)
$EOLS
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Evolus, Inc. [ EOLS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/17/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/17/2026 | A | 94,913(1) | A | $0 | 451,734 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Restricted Stock Units | (2) | 02/17/2026 | A | 94,913 | (3) | (3) | Common Stock | 94,913 | $0 | 94,913 | D | ||||
| Stock Option (Right to Buy) | $4.39 | 02/17/2026 | A | 138,649 | (4) | 02/17/2036 | Common Stock | 138,649 | $0 | 138,649 | D | ||||
| Explanation of Responses: |
| 1. Represents shares issuable upon settlement of restricted stock units (RSUs). Each RSU represents the right to receive one share of the Issuer's common stock. The RSUs vest in four equal annual installments on each anniversary of February 17, 2026, subject to continued service, and may accelerate in certain circumstances (including specified terminations or a change in control). |
| 2. Each performance-based restricted stock unit (PSU) represents the right to receive, following vesting, a number of shares of common stock of the issuer up to 200% of the number of PSUs. |
| 3. The number of shares issuable upon vesting is based on performance against pre-established financial metrics and relative total shareholder return (TSR) over a three-year performance period ending December 31, 2028. Subject to certification of performance results, any earned PSUs vest following the performance period. |
| 4. The shares subject to the option vest in four equal annual installments on each anniversary of February 17, 2026, subject to continued service, and may accelerate in certain circumstances (including specified terminations or a change in control). |
| Remarks: |
| Chief Medical Officer and Head of R&D |
| /s/ Jeffrey J. Plumer, as attorney-in-fact for Rui Avelar | 02/19/2026 | |
| ** 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 4 (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. | ||