Journey Medical Form 4: New RSUs & Options Boost COO Stake

Rhea-AI Filing Summary

Form 4 filing highlights

Journey Medical Corp. (DERM) filed a Form 4 indicating that Chief Operating Officer Ramsey Alloush received two equity awards on 17 June 2025 under the company’s 2015 Stock Plan.

Awards granted

• 46,863 restricted stock units (RSUs) acquired at $0 cost.
• 62,795 stock options with a $6.31 exercise price, expiring 17 June 2035.

Vesting schedule

• RSUs: 15,621 shares vest on 1 Jan 2026; 15,621 on 1 Jan 2027; 15,621 on 1 Jan 2028.
• Options: 20,932 shares vest on 1 Jan 2026; 20,932 on 1 Jan 2027; 20,931 on 1 Jan 2028.

Post-grant, Alloush directly owns 551,680 common shares (including unvested RSUs). Transaction code “A” confirms the awards were grants, not open-market trades.

Investor takeaways

The disclosure represents routine executive compensation designed to align management with shareholders. While there is no immediate cash outlay or share purchase, up to 109,658 additional shares could enter the float over the next three years as the RSUs settle and options are exercised, causing minor dilution. Overall, the filing is informational and does not signal a change in the company’s operating or financial outlook.

Positive

• COO awarded 46,863 RSUs that vest over three years, enhancing management–shareholder alignment.
• 62,795 stock options at a $6.31 strike create long-term value incentives without immediate cash cost.

Negative

• Potential dilution of up to 109,658 shares if all RSUs vest and options are exercised, modestly increasing share count.

Insights

Financial Analyst

TL;DR: Routine COO equity grant; no buy/sell; limited near-term impact, mild dilution potential.

The Form 4 shows standard annual compensation—46,863 RSUs and 62,795 options granted at $6.31. No cash changed hands and no shares were sold, so the market should view the filing as neutral. Alloush’s total direct holdings rise to 551,680 shares, increasing insider alignment. However, if all awards convert to equity, roughly 0.6–0.7 % of the current outstanding shares (estimate based solely on grant size) could be added, producing slight dilution that investors should monitor.

Corporate Governance Expert

TL;DR: Standard incentive structure; three-year vesting encourages retention and value focus.

The staggered vesting dates through 2028 create a retention mechanism and tie compensation to long-term performance. Option pricing above $6 simplifies accounting and avoids immediate value transfer. No Rule 10b5-1 plan was indicated, underscoring that the grants were board-approved awards rather than discretionary trades. Governance-wise, the structure aligns with prevailing best practices, and I see no red flags.

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
Estimated average burden
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^*

Alloush Ramsey

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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	06/17/2025		A		46,863(1)	A	$0	551,680(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
Stock Option (Right to Buy)	$6.31	06/17/2025		A		62,795		(3)	06/17/2035	Common Stock, $0.0001 par value	62,795	$0	62,795	D

Explanation of Responses:

1. On June 17, 2025, the reporting person was granted 46,863 restricted stock units pursuant to the Issuer's 2015 Stock Plan, as amended, that will vest in accordance with the following schedule: 15,621 shares on January 1, 2026, 15,621 shares on January 1, 2027 and 15,621 shares on January 1, 2028.

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

3. On June 17, 2025, the reporting person was granted 62,795 stock options pursuant to the Issuer's 2015 Stock Plan, as amended, that will vest in accordance with the following schedule: 20,932 shares on January 1, 2026, 20,932 shares on January 1, 2027 and 20,931 shares on January 1, 2028.

	/s/ Ramsey Alloush	06/20/2025
	** 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.
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FAQ

How many Journey Medical (DERM) shares did the COO acquire in the latest Form 4?

Ramsey Alloush was granted 46,863 RSUs plus 62,795 stock options on 17 June 2025.

What is the exercise price and expiration date of the new DERM stock options?

The options carry a $6.31 exercise price and expire on 17 June 2035.

When will the RSUs granted to the DERM COO vest?

The RSUs vest in three equal tranches on 1 Jan 2026, 1 Jan 2027, and 1 Jan 2028.

What is Ramsey Alloush’s total direct ownership after the reported transactions?

Following the grants, Alloush directly owns 551,680 Journey Medical common shares (including unvested RSUs).

Does the filing indicate any open-market purchase or sale by the COO?

No. Transaction code “A” confirms the activity was an equity award grant, not a market trade.