Processa (PCSA) awards 384,000 equity units to Chief Development Officer

Rhea-AI Filing Summary

Processa Pharmaceuticals, Inc. (PCSA) reported insider awards to Chief Development Officer Sian Bigora. On 10/01/2025 Ms. Bigora was granted 96,000 restricted stock units and 288,000 stock options with an exercise price of $0.198. The RSUs vest one-third on 10/01/2026 and then monthly over two years until fully vested on 10/01/2028. The options vest one-third on the first anniversary of the grant with the remainder vesting ratably over the next two years. Following the grants, Ms. Bigora beneficially owns 96,000 shares and 288,000 option shares, reported as direct ownership.

Positive

• Grants align officer incentives: 96,000 RSUs and 288,000 options vest over multi‑year schedules
• Clear vesting schedule disclosed: RSUs vest starting 10/01/2026 and complete by 10/01/2028

Negative

• Potential dilution: 384,000 total shares underlying awards could dilute shareholders if exercised/settled
• Exercise price disclosed: Options at $0.198 may create future issuance without stated limits

Insights

Compensation & Governance Analyst

TL;DR: Officer received time‑based equity grants to align long‑term incentives.

The filing shows a combination of 96,000 RSUs and 288,000 stock options awarded on 10/01/2025 to the Chief Development Officer, with multi‑year vesting schedules. Such structures are commonly used to retain executives and link pay to future stock performance.

The grants are fully reported as direct holdings and an exercise price of $0.198 is disclosed for options, which is a concrete compensation cost to the company and may dilute existing shareholders if exercised. No additional cash or departure/termination provisions are disclosed in this Form 4.

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^*

Bigora Sian

(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)

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

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		96,000		(1)	(1)	Common Stock	96,000	$0	96,000	D
Stock Options (Right to Buy)	$0.198	10/01/2025		A		288,000		(2)	(2)	Common Stock	288,000	$0	288,000	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/ Sian Bigora 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 PCSA report in the Form 4 for insider Sian Bigora?

The filing reports grants on 10/01/2025 of 96,000 restricted stock units and 288,000 stock options to Chief Development Officer Sian Bigora.

When do the RSUs awarded to Sian Bigora vest?

The RSUs vest one‑third on 10/01/2026 and then monthly in one‑thirty‑sixth increments until fully vested on 10/01/2028.

What is the exercise price and vesting for the stock options?

The stock options have an exercise price of $0.198, vest one‑third on the first anniversary of the grant, with the remainder vesting ratably over the next two years.

How many shares does Sian Bigora beneficially own after the grants?

The Form 4 reports beneficial ownership of 96,000 common shares from RSUs and 288,000 option shares following the reported transactions.

Are these holdings direct or indirect?

The filing reports these holdings as Direct (D) ownership.