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

Phantom Equity Plan Update

On September 4, 2025, the Board of Directors of Palisade Bio, Inc. (the "Company"), upon the approval and recommendation of the Compensation Committee, approved and adopted a Phantom Unit Plan (the "Plan") and related form of Phantom Unit Grant Notice and Award Agreement (collectively, the "Award Agreement").

Under the terms of the Plan, the Compensation Committee granted grant compensatory awards to certain Company's employees, directors and consultants (collectively, the "Phantom Units").

On October 22, 2025, the Company approved the termination of the Plan (the "Termination Date"). The Phantom Units granted to J.D. Finley, the Company's Chief Executive Officer, Mitchell Jones, the Company's Chief Medical Officer, and Ryker Willie, the Company's Senior Vice President of Finance under the Plan are unvested as of the Termination Date and such Phantom Units will also terminate as of the Termination Date for no consideration.