Pelthos Therapeutics Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

Pelthos Therapeutics Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

4020 Stirrup Creek Drive, Suite 110

Durham, North Carolina 27703

(919) 908-2400

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Shareholders to Be Held on September 29, 2026

The Notice of Annual Meeting, Proxy Statement

and Annual Report on Form 10-K are available at:

www.proxyvote.com

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON SEPTEMBER 29, 2026

To the Shareholders of Pelthos Therapeutics Inc.:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Pelthos Therapeutics Inc. (the “Company”) will be held online on September 29, 2026 at 9:00 am Eastern Time. The Annual Meeting will be a virtual shareholder meeting, conducted via live audio webcast, through which you can submit questions and vote online. The Annual Meeting can be accessed by visitingwww.virtualshareholdermeeting.com/PTHS2026 and entering your 16-digit control number included in the Notice Regarding the Availability of Proxy Materials (the “Proxy Materials”), which is being mailed to shareholders of record (“Record Holders”) of our common stock, par value $0.0001 per share (the “Common Stock”) and our Series A Preferred Stock on or about August 18, 2026 (the “Notice of Internet Availability”).

The Annual Meeting is being held for the purposes of considering and voting on the following items:

1. To elect eight (8) members of the Company’s Board of Directors (the “Board”), each to serve until the next annual meeting of the Company’s shareholders, or until each of their respective successors are elected and qualified or their earlier resignation or removal (“Proposal No. 1”);

2. To ratify the Board’s selection of Grant Thornton LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2026 (“Proposal No. 2”);

3. To approve the Pelthos Therapeutics Inc. 2026 Equity Incentive Plan (the “2026 Plan”) (“Proposal No. 3”); and

4. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

As permitted by SEC rules, we are making this proxy statement and our 2025 Annual Report available to our shareholders electronically via the Internet. On or about August 18, 2026, we mailed to our shareholders a Notice of Internet Availability containing instructions on how to access this proxy statement and our 2025 Annual Report and vote online. If you received a Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Notice of Internet Availability instructs you on how to access and review all of the important information contained in the proxy statement and 2025 Annual Report. The Notice of Internet Availability also instructs you on how you may submit your proxy over the Internet. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Notice of Internet Availability. If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card included in the materials. Please note that telephone and Internet voting facilities for shareholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on September 28, 2026.

The foregoing items of business are more fully described in the proxy statement (the “Proxy Statement”) that is attached and made a part of this notice of Annual Meeting. Only Record Holders at the close of business on August 4, 2026 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting or any continuation, postponement or adjournment thereof.

The Board recommends that you vote “FOR” each director nominee and “FOR” each of Proposals No. 2 and No. 3.

If you hold shares in the name of a brokerage firm, bank, nominee or other institution, you must provide a legal proxy from that institution in order to vote your shares at the Annual Meeting, except as otherwise discussed in the Proxy Statement.

All shareholders are cordially invited to attend the virtual Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on September 29, 2026: This notice of Annual Meeting and the Proxy Statement are available at www.proxyvote.com.

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