Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 1, 2026, the Board of Directors (the "Board") of Petros Pharmaceuticals, Inc. (the "Company") approved grants, effective as of January 2, 2026 (the "Grant Date"), to each of (i) Joshua Silverman, the Company's Chairman of the Board, (ii) Bruce Bernstein, a director of the Company, (iii) Fady Boctor, President and Chief Commercial Officer of the Company, and (iv) Wayne Walker, a director of the Company, of an aggregate of 7,250,000 restricted stock units ("RSUs") of the Company, consisting of: 4,375,000 RSUs to Mr. Silverman, 1,875,000 RSUs to Mr. Bernstein, 500,000 RSUs to Mr. Boctor and 500,000 RSUs to Mr. Walker (collectively, the "RSU Grants"). 50% of each RSU Grant vested on the Grant Date and the remaining 50% will vest on the six-month anniversary of the Grant Date, provided that the respective director or officer is providing services to the Company on such vesting date. Each RSU represents the right to receive one share of common stock, par value $0.0001 per share, of the Company. The RSU Grants were issued outside of the Company's 2020 Omnibus Incentive Compensation Plan, as amended, and are subject to the terms and conditions of the Company's form of Restricted Stock Unit Agreement.