[Form 4] Verrica Pharmaceuticals Inc. Insider Trading Activity

Rhea-AI Filing Summary

Verrica Pharmaceuticals Inc. (VRCA) director and 10% owner Paul B. Manning reported large purchases of common stock and warrants. On 11/25/2025, he bought 1,375,380 investment units at $4.2425 per unit directly and 2,750,762 units indirectly through BKB Growth Investments, LLC. Each unit consists of one share of common stock and a Series C warrant to buy one fourth of a share at an exercise price of $6.315 per share, exercisable until 11/25/2030.

After these transactions, he beneficially owns millions of shares through direct holdings, BKB, family trusts and an investment entity, with some positions reported as disclaimed beneficial ownership. The Series C warrants are immediately exercisable but include a 49.99% beneficial ownership limitation, meaning they cannot be exercised to push his ownership above 49.99% of Verrica’s outstanding common stock after exercise. The reported share counts have been adjusted for Verrica’s 1-for-10 reverse stock split effective July 24, 2025.

Insights

Equity Ownership and Governance Analyst

Large additional purchases by a director/10% holder, including warrants, increase insider ownership concentration at Verrica.

The filing shows that **Paul B. Manning**, a **director and 10% owner** of **Verrica Pharmaceuticals Inc.**, purchased additional common stock and Series C warrants on 11/25/2025. He bought **1,375,380** investment units directly and **2,750,762** units indirectly at **$4.2425 per unit**, with each unit containing one share of common stock and a Series C warrant for one quarter of a share. After these transactions, he reports several direct and indirect holdings, including **3,958,189** shares held directly and **3,348,372** shares held indirectly via BKB Growth Investments, LLC, among other trust and entity holdings.

The Series C warrants have an exercise price of $6.315, are immediately exercisable, and expire on 11/25/2030, but include a **49.99% ownership cap** that limits exercise if his total beneficial stake would exceed that threshold. This cap, along with the multiple indirect holding vehicles (trusts and LLCs), shapes how much additional voting power he can activate through the warrants at any given time. The filing also notes a **1-for-10 reverse stock split effective 07/24/2025**, and all reported share amounts reflect that adjustment.

The key items to watch from this disclosure are the enlarged beneficial stake of a single insider, the structure of ownership through family trusts and investment entities, and the sizeable warrant position of **343,845** warrants held directly and **687,690** warrants held indirectly. These warrants run through 2030, so their exercise timing and the 49.99% cap will remain relevant for several years when assessing potential changes in ownership concentration and voting power.

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^*

Manning Paul B

(Last) (First) (Middle)

200 GARRETT STREET, SUITE S

(Street)

CHARLOTTESVILLE VA 22902

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

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		1,375,380	A	$4.2425	3,958,189(1)	D(2)
Common Stock	11/25/2025		P		2,750,762	A	$4.2425	3,348,372(1)	I	See footnote(3)
Common Stock								89,187(1)	I	By trust(4)
Common Stock								89,187(1)	I	By trust(4)
Common Stock								89,187(1)	I	By trust(4)
Common Stock								332,433(1)	I	By trust(5)
Common Stock								25,663(1)	I	See footnote(6)

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		343,845		(7)	11/25/2030	Common Stock	343,845	(8)	343,845	D(2)
Series C Warrant (right to buy)	$6.315	11/25/2025		P		687,690		(7)	11/25/2030	Common Stock	687,690	(9)	687,690	I	See footnote(3)

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. The shares are held by Mr. Manning jointly with his spouse.

3. The shares are held directly by BKB Growth Investments, LLC ("BKB"). The Reporting Person is a co-manager of the manager of BKB and has shared voting and investment power with respect to the shares held by BKB.

4. These shares are held in separate trusts for the benefit of the Reporting Person's immediate family members. The Reporting Person's spouse is 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.

5. The shares are held directly by The Paul B. Manning Revocable Trust dated May 10, 2000 (the "Trust"). The Reporting Person is the trustee of the Trust and has sole voting and investment power with respect to the shares held by the Trust.

6. The shares are held directly by PBM Capital Investments, LLC ("PBMCI"). The Reporting Person is CEO of PBMCI and has sole voting and investment power with respect to the shares held by PBMCI.

7. Immediately exercisable.

8. The reported securities are included within 1,375,380 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 49.99% of the number of shares of the Issuer's common stock outstanding immediately after giving effect to the exercise.

9. The reported securities are included within 2,750,762 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 49.99% of the number of shares of the Issuer's common stock outstanding immediately after giving effect to the exercise.

	/s/ Mark Ballantyne, Attorney-in-fact	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.