[Form 4] Phathom Pharmaceuticals, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Phathom Pharmaceuticals, Inc. (PHAT) reported a Section 16 officer equity award for Chief Financial & Business Officer Sanjeev Narula. On 10/06/2025 Mr. Narula was granted a stock option to buy 200,000 shares of common stock at an exercise price of $11.61 per share. The option is exercisable through 10/05/2036.

The award vests 25% on 10/06/2026 with the remainder vesting in equal monthly installments over the following three years, subject to continued service. The Form 4 was signed on 10/07/2025.

Positive

• Long-term vesting (25% after one year, then monthly over three years) supports executive retention
• Alignment with shareholders since value accrues only if stock price exceeds $11.61

Negative

• Potential dilution from 200,000 options if exercised before expiration on 10/05/2036
• Concentration of grant to a senior officer could materially increase insider-held exercisable equity over the vesting period

Insights

Corporate Governance Analyst

Grant ties CFO pay to long-term stock performance with a multi-year vesting schedule.

The award of 200,000 stock options at an exercise price of $11.61 aligns the CFO's compensation with shareholder value over a multi-year horizon. The 25% one‑year cliff followed by equal monthly vesting over three years creates retention incentives and links realized value to sustained share-price appreciation through 10/05/2036.

This structure depends on continued service and future stock performance; investors should note potential dilution if options are exercised and monitor reported outstanding option pools and any changes to equity incentive plans in upcoming filings within the next 12–36 months.

Compensation & Dilution Specialist

This is a sizable single grant that may modestly increase share count if fully exercised.

At 200,000 options, the grant represents a concrete potential share issuance; the exercise price is $11.61, and the option expires on 10/05/2036. The vesting schedule (25% at one year, then monthly over three years) stages dilution over time rather than immediately.

Key near-term items to watch include the company’s total outstanding options and share count disclosed in subsequent periodic reports and any filings updating the equity plan; those metrics will quantify dilution impact over the next 12–36 months.

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^*

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)

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

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
Stock Option (Right to Buy)	$11.61	10/06/2025		A		200,000		(1)	10/05/2036	Common Stock	200,000	$0	200,000	D

Explanation of Responses:

1. The stock option will vest with respect to 25% of the shares of common stock on October 6, 2026, and will vest with respect to the remaining shares in equal monthly installments over the following three years, subject to the Reporting Person's continuous service to the Issuer on the applicable vesting dates.

	/s/ Anne Marie Cook, Attorney-in-Fact for Sanjeev Narula	10/07/2025
	** 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 insider Sanjeev Narula report on Form 4?

The Form 4 shows a grant of a stock option to purchase 200,000 shares at an exercise price of $11.61, dated 10/06/2025.

When does the option granted to Sanjeev Narula vest?

The option vests 25% on 10/06/2026 and the remaining shares vest in equal monthly installments over the next three years, subject to continued service.

What is the expiration date and exercise price of the option?

The option expires on 10/05/2036 and has an exercise price of $11.61 per share.

Does this Form 4 indicate exercised or sold shares?

No. The filing reports an acquisition of a stock option grant (derivative security); it does not report exercised or sold shares.

Who filed the Form 4 and when was it signed?

The Form 4 was filed for Chief Financial & Business Officer Sanjeev Narula and was signed on 10/07/2025 by an attorney-in-fact.