PCSA Director Receives 100K RSUs and 300K Options with $0.198 Strike

Rhea-AI Filing Summary

Neal James R, a Director of Processa Pharmaceuticals, Inc. (PCSA), reported issuance of equity awards dated 10/01/2025. The Form 4 shows 100,000 Restricted Stock Units (RSUs) granted with a reported value of $0 and 300,000 stock options granted with a conversion/exercise price of $0.198. Following the reported transactions the reporting person beneficially owns 100,000 RSUs and 300,000 options, each held directly. The RSUs vest one-third on 10/01/2026 and then one-thirty-sixth monthly 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. The Form 4 is signed by an attorney-in-fact on behalf of the reporting person and dated 10/03/2025.

Positive

• Director alignment via 100,000 RSUs and 300,000 options awarded on 10/01/2025
• Clear vesting schedules: RSUs fully vest by 10/01/2028; options vest over three years

Negative

• None.

Insights

Corporate Governance Analyst

Director received time‑based equity: 100,000 RSUs and 300,000 options.

The filing documents standard, time‑based equity grants to a director on 10/01/2025. The RSUs convert to common shares following the disclosed vesting schedule ending 10/01/2028, and the options carry an exercise price of $0.198 with staged vesting over three years.

This shows a direct alignment of the reporting director with long‑term equity incentives; the Form 4 confirms direct beneficial ownership of the disclosed awards and the specific vesting timelines that govern when shares may be received.

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^*

Neal James R

(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
	Officer (give title below)		Other (specify below)

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		100,000		(1)	(1)	Common Stock	100,000	$0	100,000	D
Stock Options (Right to Buy)	$0.198	10/01/2025		A		300,000		(2)	(2)	Common Stock	300,000	$0	300,000	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/ James Neal 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 equity did Processa (PCSA) director Neal James R receive on 10/01/2025?

He received 100,000 Restricted Stock Units and 300,000 stock options, as reported on the Form 4.

What is the exercise price of the stock options granted to the director?

The reported conversion/exercise price for the options is $0.198.

When do the RSUs and options vest?

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

How many shares does the reporting person beneficially own after the transaction?

Following the reported grants the reporting person beneficially owns 100,000 RSUs and 300,000 options, held directly.

Who signed and filed the Form 4 and when?

The Form 4 was signed by an attorney-in-fact on behalf of the reporting person and dated 10/03/2025.