Processa (PCSA) Form 4: CEO Ng Gets 1.82M RSUs, Possible Dilution Ahead

Rhea-AI Filing Summary

Processa Pharmaceuticals (PCSA) – Form 4 Insider Filing

On 24 Jul 2025, Chief Executive Officer & Director George K. Ng received 1,822,471 Restricted Stock Units (RSUs) under the 2019 Omnibus Incentive Plan at a $0 exercise price. Each RSU converts into one common share as follows: one-third vests on 1 Jan 2026 and the remainder vests monthly through 1 Jan 2028. Footnote 1 states that 1,859,318 of the underlying shares are contingent on stockholder approval of a revised plan.

After the grant, Ng beneficially owns 1,922,471 derivative securities linked to PCSA common stock, all held directly. No open-market purchases or sales were reported; the transaction reflects an equity-based compensation award that could add up to roughly 1.8 million new shares to the float once vested and, where applicable, approved.

Positive

• Equity grant ties CEO compensation directly to share performance, potentially enhancing management–shareholder alignment.

Negative

• Issuance of up to 1.8 million new shares, pending approval and vesting, could be dilutive to existing shareholders.

Insights

Financial Analyst

TL;DR: Large zero-cost RSU grant to CEO raises alignment but also dilution concerns; impact depends on shareholder approval.

The award materially increases Ng’s potential ownership, strengthening management–shareholder alignment. However, issuing up to 1.8 million new shares—some subject to a vote—could dilute existing holders if PCSA’s outstanding share count is modest. Because no cash changes hands, the grant does not affect liquidity, yet future share issuance may pressure per-share metrics. Overall impact is neutral until investors gauge the grant’s scale versus total shares outstanding and the likelihood of plan approval.

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).

1. Name and Address of Reporting Person^*

Ng George K

(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)
	Chief Executive Officer

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		1,822,471(1)		(2)	(2)	Common Stock	1,822,471	$0	1,922,471	D

Explanation of Responses:

1. Restricted stock granted under the Processa Pharmaceuticals, Inc. 2019 Omnibus Incentive Plan ("Omnibus Plan"), of which 1,859,318 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/ George Ng, by Neda A. Sharifi, 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

What insider transaction was reported for PCSA?

CEO George K. Ng was granted 1,822,471 RSUs on 24 Jul 2025 at a $0 price.

What is the vesting schedule of the RSUs?

One-third vests on 1 Jan 2026; the remainder vests monthly until 1 Jan 2028.

Is shareholder approval required for the entire award?

Footnote 1 notes 1,859,318 shares are contingent on approval of the revised Omnibus Plan.

Does the grant involve any cash outlay by the CEO?

No. The RSUs carry a $0 exercise price; they convert to shares upon vesting.

How many derivative securities does Ng own after the grant?

Following the transaction, he beneficially owns 1,922,471 derivative securities.

Could the grant dilute existing PCSA shareholders?

Yes, the potential issuance of up to 1.8 million new shares may dilute current holdings once vested and approved.