VRCA · Verrica Pharmaceuticals Inc.

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.

The shares underlying this option shall vest and become exercisable in 12 equal monthly installments beginning on July 5, 2026 and, in any event, will be fully vested on the date of the next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date.

The shares underlying this option shall vest and become exercisable in 12 equal monthly installments beginning on July 5, 2026 and, in any event, will be fully vested on the date of the next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date.

The shares underlying this option shall vest and become exercisable in 12 equal monthly installments beginning on July 5, 2026 and, in any event, will be fully vested on the date of the next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date.

The shares underlying this option shall vest and become exercisable in 12 equal monthly installments beginning on July 5, 2026 and, in any event, will be fully vested on the date of the next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date.

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.

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.

Represents a fully vested restricted stock unit award.

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.

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.

Immediately exercisable.

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.

The reported securities are included within 10,000 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.

Immediately exercisable.

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.

Immediately exercisable.

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

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.

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

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.

The reported securities are included within 3,536 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.

Immediately exercisable.

The reported securities are included within 2,357 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.

Immediately exercisable.

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.

Immediately exercisable.

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.

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.

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.

The shares underlying this option shall vest and become exercisable in 12 equal monthly installments beginning on July 5, 2025 and, in any event, will be fully vested on the date of the next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date.

The shares underlying this option shall vest and become exercisable in 12 equal monthly installments beginning on July 5, 2025 and, in any event, will be fully vested on the date of the next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date.

The shares underlying this option shall vest and become exercisable in 12 equal monthly installments beginning on July 5, 2025 and, in any event, will be fully vested on the date of the next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date.

The shares underlying this option shall vest and become exercisable in 12 equal monthly installments beginning on July 5, 2025 and, in any event, will be fully vested on the date of the next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date.

1/3rd of the total shares subject to the option shall vest on March 31, 2026, and 1/36th of the total shares subject to the option shall vest in 24 monthly installments thereafter, subject to the Reporting Person's continuous service through such vesting date.

1/8th of the total shares subject to the option shall vest on September 24, 2025, and 1/48th of the total shares subject to the option shall vest each month thereafter on the same day of the month, subject to the Reporting Person's continuous service through such vesting date.

Represents the number of shares required to be sold to cover the statutory tax withholding obligations in connection with the settlement of the restricted stock units. This sale was mandated by the Issuer's election under its 2018 equity incentive plan to require the satisfaction of minimum statutory tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary sale by the Reporting Person.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.6378 to $0.6605 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

50% of the total shares subject to the option shall vest on each of March 14, 2026 and March 14, 2027, subject to the Reporting Person's continuous service through such vesting date.

1/8th of the total shares subject to the option shall vest on September 14, 2025, and 1/48th of the total shares subject to the option shall vest each month thereafter on the same day of the month, subject to the Reporting Person's continuous service through such vesting date.

1/8th of the total shares subject to the option shall vest on June 9, 2025, and 1/48th of the total shares subject to the option shall vest each month thereafter on the same day of the month, subject to the Reporting Person's continuous service through such vesting date.

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

The reported securities are included within 4,494,382 investment units purchased by BKB Growth Investments, LLC ("BKB") for $0.89 per investment unit. Each investment unit consists of one share of Common Stock, one Series A warrant and one Series B warrant, each to purchase up to 2,247,191 shares of common stock.

The shares are held directly by 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.

The reported securities are included within 1,123,595 investment units purchased by the Reporting Person for $0.89 per investment unit. Each investment unit consists of one share of Common Stock, a Series A warrant for one half of a share of common stock and a Series B warrant for one half of a share of common stock. The Reporting Person will not be entitled to exercise any portion of a Series A or Series B 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.

The reported securities are included within 18,426,966 investment units purchased by the Reporting Person for $0.89 per investment unit. Each investment unit consists of one share of Common Stock,a Series A warrant for one half of a share of common stock and a Series B warrant for one half of a share of common stock. The Reporting Person will not be entitled to exercise any portion of a Series A or Series B 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.

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

The reported securities are included within 1,123,595 investment units purchased by the Reporting Person for $0.89 per investment unit. Each investment unit consists of one share of Common Stock, a Series A warrant for one half of a share of common stock and a Series B warrant for one half of a share of common stock. The Reporting Person will not be entitled to exercise any portion of a Series A or Series B 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.

The reported securities are included within 280,898 investment units purchased by the Reporting Person for $0.89 per investment unit. Each investment unit consists of one share of Common Stock, a Series A warrant for one half of a share of common stock and a Series B warrant for one half of a share of common stock. The Reporting Person will not be entitled to exercise any portion of a Series A or Series B 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.

The reported securities are included within 1,123,595 investment units purchased by the Reporting Person for $0.89 per investment unit. Each investment unit consists of one share of Common Stock, a Series A warrant for one half of a share of common stock and a Series B warrant for one half of a share of common stock. The Reporting Person will not be entitled to exercise any portion of a Series A or Series B 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.

The reported securities are included within 4,494,382 investment units purchased by BKB Growth Investments, LLC ("BKB") for $0.89 per investment unit. Each investment unit consists of one share of Common Stock, one Series A warrant and one Series B warrant, each to purchase up to 2,247,191 shares of common stock.

The shares are held directly by 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.

The reported securities are included within 280,898 investment units purchased by the Reporting Person for $0.89 per investment unit. Each investment unit consists of one share of Common Stock, a Series A warrant for one half of a share of common stock and a Series B warrant for one half of a share of common stock. The Reporting Person will not be entitled to exercise any portion of a Series A or Series B 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.

The reported securities are included within 18,426,966 investment units purchased by the Reporting Person for $0.89 per investment unit. Each investment unit consists of one share of Common Stock,a Series A warrant for one half of a share of common stock and a Series B warrant for one half of a share of common stock. The Reporting Person will not be entitled to exercise any portion of a Series A or Series B 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.

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

The reported securities are included within 18,426,966 investment units purchased by the Reporting Person for $0.89 per investment unit. Each investment unit consists of one share of Common Stock,a Series A warrant for one half of a share of common stock and a Series B warrant for one half of a share of common stock. The Reporting Person will not be entitled to exercise any portion of a Series A or Series B 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.

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

The reported securities are included within 4,494,382 investment units purchased by BKB Growth Investments, LLC ("BKB") for $0.89 per investment unit. Each investment unit consists of one share of Common Stock, one Series A warrant and one Series B warrant, each to purchase up to 2,247,191 shares of common stock.

The shares are held directly by 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.

The reported securities are included within 280,898 investment units purchased by the Reporting Person for $0.89 per investment unit. Each investment unit consists of one share of Common Stock, a Series A warrant for one half of a share of common stock and a Series B warrant for one half of a share of common stock. The Reporting Person will not be entitled to exercise any portion of a Series A or Series B 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.

Represents a restricted stock unit ("RSU") award. The RSUs shall vest vest in full on May 4, 2025, subject to the Reporting Person's continuous service through such date.

1/8th of the total shares subject to the option shall vest on May 5, 2025, and 1/48th of the total shares subject to the option shall vest each month thereafter on the same day of the month, subject to the Reporting Person's continuous service through such vesting date.