Processa Pharma Files Form 4: 1.8 M RSU Award to President R&D

Rhea-AI Filing Summary

Form 4 filing for Processa Pharmaceuticals, Inc. (PCSA) discloses an equity award to insider David Young, the company’s President, R&D and a director.

• Transaction date: 07/24/2025
• Security: 1,813,133 restricted stock units (RSUs) granted at $0 exercise price under the 2019 Omnibus Incentive Plan.
• Contingency: 1,790,833 of the RSUs require stockholder approval of the revised Omnibus Plan.
• Vesting schedule: One-third vests 01/01/2026; the balance vests monthly in equal installments through 01/01/2028 (one-thirty-sixth per month).
• Post-grant holdings: Young now beneficially owns 1,821,016 derivative securities.
• Ownership type: Direct.

No non-derivative transactions were reported and no sale or disposition occurred. The filing only records the RSU grant and the associated vesting and approval conditions.

Positive

• Alignment of interests: Grant increases insider equity stake, potentially aligning management with shareholder value.
• No immediate cash cost: RSUs are non-cash incentives, preserving liquidity.

Negative

• Potential dilution: Up to 1.8 M new shares could enter the float upon vesting, contingent on shareholder approval.
• Governance scrutiny: Large award without explicit performance hurdles may raise compensation concerns.

Insights

Financial Analyst

TL;DR: Large RSU grant aligns insider incentives but adds up to 1.8 M potential new shares, pending shareholder approval.

The award represents a significant equity stake for David Young, reinforcing management-shareholder alignment. Because 1.79 M of the RSUs remain contingent on shareholder approval of an amended 2019 Omnibus Incentive Plan, investors will need to monitor the upcoming vote. The vesting structure spreads issuance over three years, easing immediate dilution pressure. No cash outflow is involved, and the transaction does not affect the company’s income statement at this point. Overall impact is modest yet noteworthy given the size relative to the company’s typical trading volumes.

Corporate Governance Specialist

TL;DR: Grant heightens governance focus on equity plan expansion and future dilution considerations.

The filing signals Board intent to expand the Omnibus Plan, subject to shareholder consent. With over 1.8 M RSUs awarded to one executive, scrutiny of compensation practices is likely during the next proxy season. The staggered vesting and performance-unlinked structure may draw questions on pay-for-performance alignment. However, disclosure is thorough, and the use of Form 4 within two business days meets SEC timing requirements. Governance impact hinges on the forthcoming shareholder vote.

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).

1. Name and Address of Reporting Person^*

Young David

(Last) (First) (Middle)

C/O PROCESSA PHARMACEUTICALS, INC.

601 21ST STREET SUITE 300

(Street)

VERO BEACH FL 32960

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Processa Pharmaceuticals, Inc. [ PCSA ]

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Pres. Research & Development

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025

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

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
Restricted Stock Units	$0	07/24/2025		A		1,813,133(1)		(2)	(2)	Common Stock	1,813,133	$0	1,821,016	D

Explanation of Responses:

1. Restricted stock granted under the Processa Pharmaceuticals, Inc. 2019 Omnibus Incentive Plan ("Omnibus Plan"), of which 1,790,833 shares are subject to stockholder approval of the revised Omnibus Plan.

2. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock, following its vesting on of one-third on January 1, 2026, and one-thirty-sixth each month thereafter until fully vested on January 1, 2028.

	/s/ David Young by Michael B. Kirwan, as Attorney-in-Fact	07/28/2025
	** 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

How many shares did David Young receive according to PCSA’s Form 4?

The filing shows 1,813,133 RSUs were granted on 07/24/2025.

When will the RSUs granted to PCSA’s David Young vest?

One-third vests on 01/01/2026; the remainder vests monthly until fully vested on 01/01/2028.

Is shareholder approval required for the new PCSA RSU grant?

Yes, 1,790,833 of the 1,813,133 RSUs depend on approval of the revised 2019 Omnibus Incentive Plan.

What is David Young’s total derivative security holding after the transaction?

He beneficially owns 1,821,016 derivative securities following the grant.

Did the Form 4 report any stock sales by PCSA insiders?

No. The filing only reports an acquisition of RSUs; there were no dispositions.