PCSA CEO awarded 256,000 RSUs and 768,000 options at $0.198

Rhea-AI Filing Summary

Processa Pharmaceuticals (PCSA) reported insider grants to CEO and director George Ng dated 10/01/2025. He was awarded 256,000 restricted stock units (RSUs) that vest one‑third on 10/01/2026 and then monthly over two years until fully vested on 10/01/2028. He also received 768,000 stock options with an exercise price of $0.198, vesting one‑third on the first anniversary and the remainder ratably over the next two years. Both awards are reported as directly owned following the grants. The Form 4 was signed on behalf of Mr. Ng by an attorney‑in‑fact and shows no dispositions or other securities changes.

Positive

• 256,000 RSUs provide multi‑year retention through vesting to 10/01/2028
• 768,000 options align CEO incentives with shareholder value via performance upside

Negative

• $0.198 exercise price on 768,000 options could lead to meaningful dilution if exercised
• Large equity awards represent a substantial increase in outstanding potential shares for the company

Insights

Corporate Governance Analyst

Large equity grants align CEO incentives but increase potential dilution.

What it means: The combined award of 256,000 RSUs and 768,000 options ties a material portion of the CEO's compensation to future stock performance through multi‑year vesting schedules.

Why it matters: Time‑based vesting promotes retention and alignment with long‑term shareholders, while the $0.198 strike on options establishes a potentially dilutive future issuance if exercised.

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)
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		256,000		(1)	(1)	Common Stock	256,000	$0	256,000	D
Stock Options (Right to Buy)	$0.198	10/01/2025		A		768,000		(2)	(2)	Common Stock	768,000	$0	768,000	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/ George Ng, 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 insider transactions did Processa (PCSA) report on 10/01/2025?

The company reported grants to CEO George Ng of 256,000 RSUs and 768,000 stock options dated 10/01/2025.

How do the RSUs awarded to George Ng vest?

Each RSU vests one‑third on 10/01/2026 and then one‑thirty‑sixth each month thereafter until fully vested on 10/01/2028.

What are the vesting terms for the stock options granted to the CEO?

The options vest one‑third on the first anniversary of the grant, with the remainder vesting ratably over the following two years.

What is the exercise price on the options granted to George Ng?

The reported exercise price for the stock options is $0.198 per share.

Are the reported securities owned directly or indirectly?

The Form 4 reports the awarded RSUs and options as direct beneficial ownership following the transactions.