[Form 4] Processa Pharmaceuticals, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Geraldine Pannu, a director of Processa Pharmaceuticals, Inc. (PCSA), reported grants on 10/01/2025 consisting of 100,000 restricted stock units (RSUs) and 300,000 stock options with an exercise price of $0.198. The RSUs vest one-third on 10/01/2026 and then monthly over two additional 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 these grants, Ms. Pannu beneficially owns 100,000 shares represented by the RSUs and has rights to acquire 300,000 shares via options. The Form 4 was signed on 10/03/2025 by an attorney-in-fact on her behalf.

Positive

• 400,000 total equity awards (100,000 RSUs + 300,000 options) granted to a director, signaling management retention alignment
• Options priced at $0.198, with clear vesting schedules that tie ownership to continued service

Negative

• Potential future dilution of 400,000 shares if RSUs convert and options are exercised
• No information on option term or total outstanding shares, limiting assessment of dilution impact

Insights

Corporate Governance Analyst

Director received equity compensation totaling 400,000 awards on 10/01/2025.

These grants consist of 100,000 RSUs and 300,000 stock options at an exercise price of $0.198, as reported on Form 4.

This structure aligns long-term incentive timing: RSUs vest over two years after an initial one-year cliff and options vest one-third after one year with the remainder over two years, linking pay to continued service.

Equity Compensation Specialist

Vesting schedules create staged potential dilution and retention incentives.

The RSU schedule vests one-third on 10/01/2026 and fully by 10/01/2028, while options follow a one-year cliff then two-year ratable vesting.

Investors can interpret these as routine director compensation; the Form 4 shows the exact counts and the $0.198 exercise price for options, which are necessary facts for modeling potential future 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

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^*

Pannu Geraldine

(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/ Geraldine Pannu 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) report on Form 4 dated 10/03/2025?

The Form 4 reports that director Geraldine Pannu received 100,000 RSUs and 300,000 stock options on 10/01/2025.

When do the RSUs granted to Geraldine Pannu vest?

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

What is the exercise price and vesting for the options granted to the director?

The options have an exercise price of $0.198; they vest one-third on the first anniversary of the grant and the remainder vests ratably over the next two years.

How many shares would be issued if all awards vest and are exercised?

If all awards vest and options are exercised, up to 400,000 shares could be issued (100,000 from RSUs and 300,000 from options).

Who signed the Form 4 for Geraldine Pannu?

The Form 4 was signed on behalf of Geraldine Pannu by John J. Wolfel, attorney-in-fact on 10/03/2025.