Journey Medical Corp Form 4: Director Receives 7,173 Stock Units

Rhea-AI Filing Summary

Journey Medical Corp (DERM) – Form 4 insider filing: Director Michael Cooper Pearce was granted 7,173 restricted stock units (RSUs) on 25 Jun 2025 under the company’s 2015 Stock Plan. The award was issued at no cost and will vest in full on 25 Jun 2026. After the grant, Pearce’s direct beneficial ownership rose to 37,173 shares, which includes previously awarded RSUs that vest over various schedules. No open-market purchases or sales occurred, and there was no cash consideration. The transaction is routine equity compensation intended to align the director’s interests with shareholders, with only immaterial dilution to existing holders.

Positive

• Increased insider ownership: Director Pearce’s holdings rise to 37,173 shares, enhancing shareholder–director alignment.

Negative

• Marginal dilution risk: Once the 7,173 RSUs vest, the share count will increase slightly, adding negligible dilution.

Insights

Financial Analyst

TL;DR – Routine RSU grant; minimal market impact.

The filing records a standard equity compensation event: 7,173 RSUs granted to Director Michael Pearce at $0, increasing his stake to 37,173 shares. Because it is an award rather than a purchase, there is no price discovery or immediate capital inflow. The size is small relative to Journey Medical’s ~20 m shares outstanding, implying negligible dilution. Nonetheless, rising insider ownership can be viewed positively as it tightens alignment between management and investors.

Corporate Governance Specialist

TL;DR – Governance-aligned, but not materially significant.

The RSU grant follows the company’s 2015 Stock Plan and vests in one year, a commonplace structure that incentivizes board continuity and performance. No 10b5-1 plan is referenced, and the grant appears to have been approved per standard procedures. From a governance standpoint, it signals continued board engagement without raising red-flag concerns. Impact to shareholders remains neutral due to the award’s small scale.

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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^*

Pearce Michael Cooper

(Last) (First) (Middle)

C/O JOURNEY MEDICAL CORPORATION

9237 E VIA DE VENTURA BLVD., SUITE 105

(Street)

SCOTTSDALE AZ 85258

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Journey Medical Corp [ DERM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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, $0.0001 par value	06/25/2025		A		7,173(1)	A	$0	37,173(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:

1. On June 25, 2025, the reporting person was granted 7,173 restricted stock units pursuant to the Issuer's 2015 Stock Plan, as amended, which will vest in full on June 25, 2026.

2. Includes restricted stock units, which vest over various time periods.

	/s/ Ramsey Alloush, attorney-in-fact	07/07/2025
	** 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.

FAQ

What did Journey Medical (DERM) report in the latest Form 4?

Director Michael Cooper Pearce received 7,173 restricted stock units on 25 Jun 2025.

How many Journey Medical shares does Michael Pearce now own?

After the grant, Pearce beneficially owns 37,173 shares, including unvested RSUs.

When will the newly granted RSUs vest?

The 7,173 RSUs will vest in full on 25 Jun 2026.

Was there any open-market buying or selling by the director?

No. The filing reflects an equity award; no purchases or sales for cash occurred.

Does the filing indicate a Rule 10b5-1 trading plan?

The Form 4 does not check the box for a Rule 10b5-1(c) trading plan.