3i, LP, 3i Management LLC, and Maier Joshua Tarlow filed Amendment No. 3 to their Schedule 13G with the SEC on November 12, 2026, disclosing updated beneficial ownership of common stock in Pelthos Therapeutics Inc., a biopharmaceutical company listed on NYSE:PTHS.

Key Highlights

  • Aggregate beneficial ownership: Each of the three reporting persons - 3i, LP; 3i Management LLC; and Maier Joshua Tarlow - discloses shared beneficial ownership of 383,447 shares of Pelthos Therapeutics common stock.
  • Ownership percentage: The 383,447 shares represent 9.9% of Pelthos Therapeutics common stock, based on 3,828,469 shares outstanding as of August 10, 2026.
  • Direct holdings by 3i, LP: 3i, LP directly holds 373,605 shares of common stock plus a senior secured convertible note with an original principal amount of $1,000,000.
  • Convertible note shares: 3i, LP may convert the note into 9,842 shares of common stock, subject to a 9.99% beneficial ownership blocker that limits conversion if it would push combined ownership above that threshold.
  • Shared voting and dispositive power: All three reporting persons report zero sole voting or sole dispositive power; each reports shared voting and shared dispositive power over all 383,447 shares.
  • Triggering event date: The event requiring this filing occurred on September 30, 2026.

3i LP's Updated Position in Pelthos Therapeutics After September 2026 Event

According to the filing, 3i, LP is a Delaware limited partnership whose general partner is 3i Management LLC, itself a Delaware limited liability company. Maier Joshua Tarlow serves as the manager of 3i Management LLC and, as a result, shares voting and dispositive power over the 383,447 shares disclosed. Pelthos Therapeutics Inc., a biopharmaceutical company headquartered at 4400 Route 9 South, Suite 1000, Freehold, New Jersey 07728, is the issuer of the common stock subject to this disclosure. The filing indicates that Mr. Tarlow does not directly own any of the shares; his deemed beneficial ownership arises by operation of Rule 13d-3 of the Securities Exchange Act of 1934.

The filing states that 3i, LP holds a senior secured convertible note with an original principal amount of $1,000,000. The note is convertible into shares of Pelthos Therapeutics common stock, but a 9.99% beneficial ownership blocker applies. As described in the filing, the blocker "prohibits 3i from converting the Note into shares of Common Stock if, as a result of such conversion, 3i, together with its affiliates and any persons acting as a group together with 3i or any of such affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to such conversion." Given this restriction, only 9,842 shares from the note are counted toward current beneficial ownership, bringing the combined total to 383,447 shares.

This Amendment No. 3 follows an original Schedule 13G filed July 8, 2025, as well as Amendment No. 1 filed February 5, 2026, and Amendment No. 2 filed May 7, 2026. The filing states it was submitted to update the beneficial ownership information and that it "should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein." The ownership percentage calculations in the filing are based on the share count disclosed in Pelthos Therapeutics' quarterly report for the period ended June 30, 2026, filed with the SEC on August 13, 2026.

What Was Disclosed

Three related reporting persons - 3i, LP; 3i Management LLC; and Maier Joshua Tarlow - disclosed combined beneficial ownership of 383,447 shares, representing 9.9% of Pelthos Therapeutics common stock, including shares issuable under a $1,000,000 convertible note subject to a 9.99% ownership blocker.