Verrica (VRCA) CMO receives 233,840 performance-vested stock options

Rhea-AI Filing Summary

Verrica Pharmaceuticals Inc. CMO Noah L. Rosenberg received a grant of employee stock options for 233,840 shares of Common Stock. The options carry an exercise price of $8.21 per share and expire on December 23, 2035.

The grant was approved by a board committee on December 23, 2025, subject to shareholder approval of an amendment to Verrica's 2018 Equity Incentive Plan, which shareholders later approved on June 5, 2026. All 233,840 options are held directly and are compensation-related.

Vesting is performance-based: 50% of the options vest when the closing sales price on The Nasdaq Capital Market reaches at least $15.00 per share, and the remaining 50% vest when the price reaches at least $25.00 per share, subject to Rosenberg's continuous service through each vesting date.

Insights

Executive compensation analyst

CMO receives a large, performance-vested stock option grant.

Verrica Pharmaceuticals granted CMO Noah L. Rosenberg 233,840 stock options at an exercise price of $8.21 per share, expiring in 2035. This is a compensation award, not an open-market purchase, so it mainly reflects equity-based pay design.

The grant’s vesting depends on future stock price hurdles: half vests once shares close at or above $15.00, and the other half at or above $25.00, with continuous service required. These performance conditions align Rosenberg’s potential upside with shareholder value but only have impact if those price levels are reached.

The option was originally approved in December 2025, contingent on shareholder approval of an amendment to the 2018 Equity Incentive Plan, which occurred on June 5, 2026. As a routine equity grant tied to plan approval rather than discretionary market buying or selling, it is best viewed as neutral from a short-term signal perspective.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Rosenberg Noah L.

Role CMO

Type	Security	Shares	Price	Value
Grant/Award	Employee Stock Option (right to buy)	233,840	$0.00	--

Holdings After Transaction: Employee Stock Option (right to buy) — 233,840 shares (Direct, null)

Footnotes (1)

1. The option grant was approved by a committee of the Issuer's board of directors on December 23, 2025, subject to shareholder approval of an amendment to the Issuer's 2018 Equity Incentive Plan under which the option was granted. The Issuer's shareholders approved the amendment on June 5, 2026. 50% of the total shares subject to the option shall vest on the date that the closing sales price per share of the Issuer's Common Stock as reported on The Nasdaq Capital Market equals at least $15.00, and 50% of the total shares subject to the option shall vest on the date that the closing sales price per share of the Issuer's Common Stock as reported on The Nasdaq Capital Market equals at least $25.00, subject to the Reporting Person's continuous service through each such vesting date.

Key Figures

Option shares granted: 233,840 options Exercise price: $8.21 per share Expiration date: December 23, 2035 +5 more

8 metrics

Option shares granted 233,840 options Employee Stock Option grant to CMO Noah L. Rosenberg

Exercise price $8.21 per share Strike price for employee stock options

Expiration date December 23, 2035 Option term end date

Post-transaction option holdings 233,840 options Total derivative position after reported grant

First vesting price hurdle $15.00 per share Stock price needed for 50% of options to vest

Second vesting price hurdle $25.00 per share Stock price needed for remaining 50% to vest

Plan approval date June 5, 2026 Shareholder approval of 2018 Equity Incentive Plan amendment

Initial board approval December 23, 2025 Committee approval of option grant subject to shareholder vote

Key Terms

Employee Stock Option, 2018 Equity Incentive Plan, closing sales price, The Nasdaq Capital Market, +1 more

5 terms

Employee Stock Option financial

"Employee Stock Option (right to buy)"

An employee stock option is a promise that lets a worker buy company shares later at a predetermined price, often after they stay for a certain period or meet performance goals — think of it like a coupon that locks in today's price for a future purchase. It matters to investors because options align employees’ incentives with company performance, can increase the number of shares outstanding (dilution) when exercised, and represent a compensation cost that affects reported profits and shareholder value.

2018 Equity Incentive Plan financial

"amendment to the Issuer's 2018 Equity Incentive Plan under which the option was granted"

closing sales price financial

"on the date that the closing sales price per share of the Issuer's Common Stock as reported"

The Nasdaq Capital Market market

"as reported on The Nasdaq Capital Market equals at least $15.00"

A tier of the Nasdaq stock exchange that hosts smaller or early-stage public companies that meet defined listing standards for size, share price and governance. Think of it as a particular shelf in a store for emerging brands: it gives investors a centralized place to find and trade these stocks while signaling that the companies meet basic regulatory and financial rules. Investors watch it for growth opportunities and higher volatility compared with larger markets.

continuous service financial

"subject to the Reporting Person's continuous service through each such vesting date"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/09/2026 - 04:16 PM Accepted by SEC EDGAR 06/09/2026 - 04:15 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^*

Rosenberg Noah L.

(Last) (First) (Middle)

C/O VERRICA PHARMACEUTICALS INC.

44 W. GAY ST., SUITE 400

(Street)

WEST CHESTER PENNSYLVANIA 19380

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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
Employee Stock Option (right to buy)	$8.21	06/05/2026(1)		A		233,840		(2)	12/23/2035	Common Stock	233,840	$0	233,840	D

Explanation of Responses:

1. The option grant was approved by a committee of the Issuer's board of directors on December 23, 2025, subject to shareholder approval of an amendment to the Issuer's 2018 Equity Incentive Plan under which the option was granted. The Issuer's shareholders approved the amendment on June 5, 2026.

2. 50% of the total shares subject to the option shall vest on the date that the closing sales price per share of the Issuer's Common Stock as reported on The Nasdaq Capital Market equals at least $15.00, and 50% of the total shares subject to the option shall vest on the date that the closing sales price per share of the Issuer's Common Stock as reported on The Nasdaq Capital Market equals at least $25.00, subject to the Reporting Person's continuous service through each such vesting date.

	/s/ Jayson Rieger, Attorney-in-Fact	06/09/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Verrica Pharmaceuticals (VRCA) CMO Noah L. Rosenberg report on this Form 4?

He reported receiving an award of 233,840 employee stock options for Verrica Pharmaceuticals common stock. The options are compensation-related, giving him the right to buy shares at a fixed price if vesting and other conditions are satisfied over time.

What are the key terms of the 233,840 Verrica (VRCA) stock options granted to the CMO?

The options cover 233,840 shares of Verrica common stock at an exercise price of $8.21 per share, expiring December 23, 2035. They were granted under the company’s 2018 Equity Incentive Plan following shareholder approval of an amendment on June 5, 2026.

How do the Verrica (VRCA) CMO’s new stock options vest?

Vesting is performance-based. Half of the 233,840 options vest when Verrica’s Nasdaq closing price reaches at least $15.00 per share, and the other half vest when it reaches at least $25.00 per share, assuming the CMO remains in continuous service.

Is the Verrica (VRCA) Form 4 for an open-market stock purchase or a compensation grant?

It reflects a compensation grant, not an open-market purchase. The transaction code is “A,” indicating a grant or award of derivative securities, specifically employee stock options, with no cash price paid at grant and vesting tied to future stock-price performance.

When were the Verrica (VRCA) CMO’s stock options approved and what shareholder action was needed?

A board committee approved the option grant on December 23, 2025, subject to shareholder approval of an amendment to the 2018 Equity Incentive Plan. Verrica shareholders approved that amendment on June 5, 2026, allowing the option grant to proceed under the amended plan.

How many Verrica (VRCA) option shares does the CMO hold after this Form 4 transaction?

Following this reported transaction, the CMO directly holds 233,840 stock options linked to Verrica common shares. These options give him potential rights to acquire the same number of shares if the performance-vesting hurdles and service requirements are met in the future.