PCSA Form 4: David Young granted 111K RSUs and 333K options

Rhea-AI Filing Summary

David Young, President of Research & Development and a director at Processa Pharmaceuticals, Inc. (PCSA), reported equity awards granted on 10/01/2025. The filing shows 111,000 Restricted Stock Units granted, each converting to one share upon vesting: one-third vests on 10/01/2026 and the remainder vests monthly over two years until 10/01/2028. It also reports 333,000 stock options with an exercise price of $0.198; those options vest one-third on the first anniversary of the grant and the remainder ratably over the next two years. Following the transactions the reporting person beneficially owns the awarded 111,000 RSUs and 333,000 options. The Form is signed by an attorney-in-fact on 10/03/2025.

Positive

• 111,000 Restricted Stock Units awarded with clear time‑based vesting through 10/01/2028
• 333,000 stock options granted with a defined $0.198 exercise price and three‑year vesting schedule
• Timely Section 16 disclosure filed (transaction 10/01/2025; Form signed 10/03/2025)

Negative

• Potential future dilution from up to 444,000 shares subject to vesting/exercise
• No performance conditions disclosed; awards are solely time‑vested which may not directly tie pay to milestones

Insights

Compensation Analyst

Equity grants align executive pay with shareholder outcomes while creating potential future share issuance.

The report documents grants totaling 444,000 equity instruments: 111,000 RSUs and 333,000 options awarded on 10/01/2025. RSU vesting is time‑based through 10/01/2028, and options vest over three years with an $0.198 exercise price. These structures are typical for retention and long‑term incentive design and tie a senior R&D officer’s compensation to future equity performance.

This matters because these awards will only convert into actual shares upon vesting/exercise, which creates potential dilution and aligns the reporting person’s interests with long‑term shareholder value; the filing shows the specific vesting schedule and exercise price.

Corporate Governance Specialist

Disclosure follows Section 16 reporting rules and confirms insider status and timing of the grant.

The Form 4 identifies David Young as both a director and an officer and records the transactions as individual filings. The Form indicates the transactions occurred on 10/01/2025 and were reported by 10/03/2025, consistent with prompt reporting requirements. The signature by an attorney‑in‑fact is included.

This is relevant to investors monitoring insider activity because it provides transparent timing, award size, and vesting details as required by law.

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

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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)
10/01/2025

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	10/01/2025		A		111,000		(1)	(1)	Common Stock	111,000	$0	111,000	D
Stock Options (Right to Buy)	$0.198	10/01/2025		A		333,000		(2)	(2)	Common Stock	333,000	$0	333,000	D

Explanation of Responses:

1. 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 October 1, 2026, and one-thirty-sixth each month thereafter until fully vested on October 1, 2028.

2. Stock options vest one-third on the first anniversary date of the grant, with the remaining options vesting ratably over the subsequent two years.

	/s/ David Young by John J. Wolfel, as Attorney-in-Fact	10/03/2025
	** 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 Processa (PCSA) insider David Young receive on 10/01/2025?

He received 111,000 Restricted Stock Units and 333,000 stock options, as reported on the Form 4.

When do the RSUs and options vest?

RSUs vest one‑third on 10/01/2026 and then monthly until 10/01/2028; options vest one‑third on the first anniversary and then ratably over the next two years.

What is the exercise price of the options granted to David Young?

The stock options have an exercise price of $0.198 per share.

Does the Form 4 show beneficial ownership after the grant?

Yes, the filing reports beneficial ownership of 111,000 RSUs and 333,000 options following the transactions.

Who filed and signed the Form 4?

The Form 4 is signed by David Young via an attorney‑in‑fact and dated 10/03/2025.