PCSA Form 4: Justin Yorke Receives 100k RSUs and 300k Options

Rhea-AI Filing Summary

Processa Pharmaceuticals, Inc. (PCSA) reported a Form 4 showing that director Justin W. Yorke received equity awards dated 10/01/2025. The filing discloses 100,000 Restricted Stock Units (RSUs) and 300,000 stock options granted to Mr. Yorke. The RSUs vest one-third on 10/01/2026 and then monthly in one-thirty-sixths 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 following two years. Price terms shown are $0 for the RSUs and $0.198 exercise price for the options. The report was signed on 10/03/2025.

Positive

• 100,000 RSUs align the director with shareholder interests through deferred share ownership
• Vesting schedules spread over multiple years, linking compensation to continued service

Negative

• 300,000 stock options at a $0.198 exercise price add potential dilution if exercised
• Total of 400,000 securities granted could increase outstanding share count when vested or exercised

Insights

Corporate Governance Analyst

Director awarded 100,000 RSUs and 300,000 options on 10/01/2025.

These grants are compensation-related equity awards disclosed under Section 16 reporting rules, aligning the director's economic interest with shareholders as the RSUs convert to common stock upon vesting.

The awards create potential dilution of 400,000 shares if fully settled/exercised; vesting schedules extend to 10/01/2028 for RSUs and over two years for options after the first anniversary, which staggers share issuance.

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

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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^*

Yorke Justin W

(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/ Justin W. Yorke 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 Pharmaceuticals (PCSA) disclose in this Form 4?

The filing reports that director Justin W. Yorke was granted 100,000 RSUs and 300,000 stock options on 10/01/2025.

When do the RSUs granted to Justin W. Yorke vest?

The RSUs vest one-third on 10/01/2026 and then in one-thirty-sixths each month until fully vested on 10/01/2028.

What are the vesting terms for the stock options?

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

What exercise price is shown for the options?

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

How many total securities were reported on the Form 4?

A total of 400,000 securities were reported: 100,000 RSUs and 300,000 options.