Verrica Pharmaceuticals insider boosts stake with 94,311 units

Rhea-AI Filing Summary

Verrica Pharmaceuticals Inc. (VRCA) CEO, President and director reported a personal purchase of 94,311 investment units on 11/25/2025. Each unit includes one share of common stock and a Series C warrant to buy one fourth of a share, at a unit price of $4.2425.

The filing shows direct beneficial ownership of 182,593 common shares after the transaction, adjusted for a 1-for-10 reverse stock split effective July 24, 2025. The related Series C warrants cover 23,577 underlying common shares at an exercise price of $6.315 and are immediately exercisable, subject to a 9.99% beneficial ownership cap. Small additional holdings are reported indirectly through a child and family trusts.

Insights

Equity Ownership Analyst

CEO/President makes a sizable open-market unit purchase with attached warrants, signaling increased personal exposure to common stock.

The reporting person, who serves as both CEO and President and a Director of Verrica, purchased 94,311 investment units on 11/25/2025 at $4.2425 per unit. Each unit consists of one share of common stock and a Series C warrant for one fourth of a share, resulting in 94,311 new common shares and 23,577 warrants acquired, all held directly. Total directly held common stock after the transaction increases to 182,593 shares, with additional small indirect holdings via a child and family trusts, for which beneficial ownership is disclaimed.

The Series C warrants are immediately exercisable at an exercise price of $6.315 per share and expire on 11/25/2030, subject to a cap that prevents the holder from exceeding 9.99% beneficial ownership after exercise. This cap limits potential concentration of control and may also constrain further warrant exercises if ownership rises. The filing also notes a prior 1-for-10 reverse stock split effective 07/24/2025, and all amounts are adjusted for that event, which affects share counts but not the economic substance of this specific purchase.

Key items to watch are any future Form 4 filings showing additional unit or warrant exercises and changes in the CEO’s total direct holdings relative to the 9.99% cap. The warrant expiration on 11/25/2030 provides a long window during which the derivative position can convert into more common stock, subject to that ownership limitation. Over the coming years, the balance between direct share accumulation and warrant exercise, as well as any changes in indirect holdings via trusts, will shape the overall governance and voting influence associated with this insider’s position.

Insider Trade Summary

Net Buyer: 117,888 shares ($400,114)

Net Buy 6 txns

Insider Rieger Jayson

Role CEO and President

Bought 117,888 shs ($400K)

Type	Security	Shares	Price	Value
Purchase	Series C Warrant (right to buy)	23,577	$0.00	--
Purchase	Common Stock	94,311	$4.2425	$400K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Series C Warrant (right to buy) — 23,577 shares (Direct); Common Stock — 182,593 shares (Direct); Common Stock — 15 shares (Indirect, By child)

Footnotes (1)

1. Effective July 24, 2025, the Issuer effected a 1-for-10 reverse stock split of the Issuer's common stock. The number of securities reported herein have been adjusted to reflect the reverse stock split. These shares are held in separate trusts for the benefit of the Reporting Person's immediate family members. The Reporting Person is a co-trustee of each trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. Immediately exercisable. The reported securities are included within 94,311 investment units purchased by the Reporting Person for $4.2425 per investment unit. Each investment unit consists of one share of Common Stock and a Series C warrant for one fourth of a share of common stock. The Reporting Person will not be entitled to exercise any portion of a Series C Warrant that, upon giving effect to such exercise, would cause the aggregate number of shares beneficially owned by the Reporting Person to exceed 9.99% of the number of shares of the Issuer's common stock outstanding immediately after giving effect to the exercise.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 11/25/2025 - 07:00 PM Learn about SEC filing dates

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rieger Jayson

(Last) (First) (Middle)

C/O VERRICA PHARMACEUTICALS INC.

44 W. GAY ST., SUITE 400

(Street)

WEST CHESTER PA 19380

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Verrica Pharmaceuticals Inc. [ VRCA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2025

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
Common Stock	11/25/2025		P		94,311	A	$4.2425	182,593(1)	D
Common Stock								15(1)	I	By child
Common Stock								230(1)	I	By trust(2)
Common Stock								230(1)	I	By trust(2)
Common Stock								230(1)	I	By trust(2)

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
Series C Warrant (right to buy)	$6.315	11/25/2025		P		23,577		(3)	11/25/2030	Common Stock	23,577	(4)	23,577	D

Explanation of Responses:

1. Effective July 24, 2025, the Issuer effected a 1-for-10 reverse stock split of the Issuer's common stock. The number of securities reported herein have been adjusted to reflect the reverse stock split.

2. These shares are held in separate trusts for the benefit of the Reporting Person's immediate family members. The Reporting Person is a co-trustee of each trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

3. Immediately exercisable.

4. The reported securities are included within 94,311 investment units purchased by the Reporting Person for $4.2425 per investment unit. Each investment unit consists of one share of Common Stock and a Series C warrant for one fourth of a share of common stock. The Reporting Person will not be entitled to exercise any portion of a Series C Warrant that, upon giving effect to such exercise, would cause the aggregate number of shares beneficially owned by the Reporting Person to exceed 9.99% of the number of shares of the Issuer's common stock outstanding immediately after giving effect to the exercise.

	/s/ Jayson Rieger	11/25/2025
	** 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.