Phathom (PHAT) CFO Receives 144,000 RSUs on Three‑Year Vesting

Rhea-AI Filing Summary

Sanjeev Narula, Chief Financial & Business Officer of Phathom Pharmaceuticals, Inc. (PHAT), reported a grant of 144,000 restricted stock units (RSUs) on 10/06/2025. Each RSU vests in three equal installments with 33.33% vesting on each of the first three anniversaries of the 10/06/2025 vesting commencement date, subject to continued service. The filing is an amendment submitted on 10/08/2025 to correct an omission in the Form 4 originally filed on 10/07/2025. Each RSU represents a contingent right to one share of common stock, and the report shows 144,000 shares beneficially owned following the grant.

Positive

• 144,000 RSUs granted ties CFO compensation to company stock performance
• Standard three‑year vesting supports retention with measured dilution
• Amendment filed indicates correction and improved Section 16 compliance

Negative

• Potential dilution of 144,000 shares when RSUs convert to common stock
• Vesting contingent on continued service could concentrate incentives on tenure over immediate operational targets

Insights

Compensation & Governance Analyst

Grant aligns CFO pay with shareholder value via time‑based RSUs.

The grant of 144,000 RSUs uses a standard three‑year time‑based vesting schedule, which links long‑term compensation to stock performance and continued service. Time‑based RSUs are commonly used to retain senior officers and reduce short‑term selling pressure because value is realized only after vesting.

Key dependencies include continued service through each anniversary and eventual conversion of RSUs into common shares, which will increase share count by 144,000 when fully settled. Watch filings over the next three years for vesting events and any acceleration clauses that would affect dilution timing.

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
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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).

1. Name and Address of Reporting Person^*

Narula Sanjeev

(Last) (First) (Middle)

C/O PHATHOM PHARMACEUTICALS, INC.

100 CAMPUS DRIVE, SUITE 102

(Street)

FLORHAM PARK NJ 07932

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Phathom Pharmaceuticals, Inc. [ PHAT ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial & Bus. Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/07/2025

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	10/06/2025		A		144,000(1)	A	$0	144,000(2)	D

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

Explanation of Responses:

1. Represents restricted stock units ("RSUs") granted on October 6, 2025. One third (1/3) of the total number of RSUs granted vest on each of the first three anniversaries of October 6, 2025, the vesting commencement date, subject to the Reporting Person's continued service on the applicable vesting date. Each RSU represents a contingent right to receive one share of common stock of the Issuer.

2. This amendment is being filed to report the transaction which was inadvertently omitted in the Form 4 filed on behalf of the Reporting Person on October 7, 2025.

	/s/ Anne Marie Cook, Attorney-in-Fact for Sanjeev Narula	10/08/2025
	** 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 PHAT file in the amended Form 4 for Sanjeev Narula?

The amendment reports a grant of 144,000 restricted stock units (RSUs) awarded on 10/06/2025, with the amendment filed on 10/08/2025 to correct an earlier omission.

How do the 144,000 RSUs vest for PHAT CFO Sanjeev Narula?

The RSUs vest in three equal installments with one‑third (33.33%) vesting on each of the first three anniversaries of 10/06/2025, subject to continued service.

Does each RSU convert into a share of PHAT common stock?

Yes. Each RSU represents a contingent right to receive one share of common stock upon settlement.

Why was an amended Form 4 filed for this transaction?

The filing states the amendment was submitted to report a transaction that was inadvertently omitted from the Form 4 filed on 10/07/2025.

How many shares will be added if all RSUs settle?

If all RSUs are settled for stock, up to 144,000 shares would be issued to satisfy the awards.