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Phathom CEO exercises 90,000 performance stock units

Phathom Pharmaceuticals, Inc. President and CEO Steven L. Basta exercised 90,000 performance stock units, receiving an equal number of common shares on November 28, 2025.

(Very High)
(Negative)
Form Type
4

Rhea-AI Filing Summary

Phathom Pharmaceuticals, Inc. President and CEO Steven L. Basta exercised 90,000 performance stock units, receiving an equal number of common shares on November 28, 2025. In connection with this vesting, 48,375 shares were delivered to the issuer at $15.62 per share to satisfy tax withholding obligations. After these transactions, he held 83,250 shares of common stock directly. A grant on April 3, 2025 covered 360,000 performance stock units, of which 90,000 vested on September 25, 2025 and another 90,000 on November 28, 2025; remaining units vest upon achievement of stock price hurdles over four years.

Positive

  • None.

Negative

  • None.
Insider Basta Steven L
Role President and CEO
Type Security Shares Price Value
Exercise Performance Shares 90,000 $0.00 $0.00
Exercise Common Stock 90,000 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 48,375 $15.62 $756K
Holdings After Transaction: Performance Shares — 180,000 contracts (Direct); Common Stock — 83,250 shares (Direct)
Footnotes (3)
  1. F1. Represents shares underlying the performance stock units that were surrendered by the reporting person to the Issuer in satisfaction of the Issuer's tax withholding obligation.
  2. F2. Each performance stock unit represents a contingent right to receive one share of common stock of the Issuer.
  3. F3. On April 3, 2025, the reporting person was granted 360,000 performance stock units, of which 90,000 vested on September 25, 2025 and an additional 90,000 vested on November 28, 2025, in each case due to the achievement of the applicable stock price hurdle. The remaining performance stock units will vest based on the achievement of stock price hurdles over a period of four years following the grant date, subject to the reporting person's continued service through the date each such stock price hurdle is achieved.
Performance stock units exercised 90,000 units Exercised into an equal number of common shares on November 28, 2025
Shares delivered for tax withholding 48,375 shares Common shares delivered to issuer to satisfy tax withholding obligations
Tax withholding price $15.62 per share Per-share value applied to the 48,375 shares used for tax withholding
Performance stock units granted 360,000 units Granted to Steven Basta on April 3, 2025
Units vested September 25, 2025 90,000 units Vested upon achievement of an applicable stock price hurdle
Units vested November 28, 2025 90,000 units Vested upon achievement of an applicable stock price hurdle
Common stock held after transactions 83,250 shares Directly owned Phathom common shares following November 28, 2025 transactions
performance stock units financial
"the reporting person was granted 360,000 performance stock units"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
contingent right financial
"Each performance stock unit represents a contingent right to receive one share"
stock price hurdle financial
"vested ... due to the achievement of the applicable stock price hurdle"
tax withholding obligation financial
"surrendered by the reporting person to the Issuer in satisfaction of the Issuer's tax withholding obligation"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transactions did Phathom Pharmaceuticals (PHAT) CEO Steven Basta report?

He exercised 90,000 performance stock units into common stock and delivered 48,375 shares at $15.62 per share to the issuer to satisfy tax withholding obligations. After these transactions, he directly held 83,250 shares of Phathom common stock.

How many performance stock units were granted to Phathom (PHAT) CEO Steven Basta?

Steven Basta was granted 360,000 performance stock units on April 3, 2025. Of these, 90,000 units vested on September 25, 2025 and another 90,000 units vested on November 28, 2025, each upon achieving applicable stock price hurdles.

How many Phathom Pharmaceuticals (PHAT) shares were used for tax withholding?

A total of 48,375 common shares were delivered to the issuer at $15.62 per share to satisfy tax withholding obligations related to the vested performance stock units. This transaction is reported with Form 4 code F for tax-withholding disposition.

What is Steven Basta’s Phathom (PHAT) common stock holding after these transactions?

Following the November 28, 2025 transactions, Steven Basta directly held 83,250 shares of Phathom Pharmaceuticals common stock. This post-transaction holding reflects his remaining direct equity position reported in the Form 4 data.

How will the remaining performance stock units for Phathom (PHAT) CEO vest?

The remaining performance stock units vest based on achieving specified stock price hurdles over a four-year period following the April 3, 2025 grant date, subject to Steven Basta’s continued service through the date each stock price hurdle is met.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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*
Basta Steven L

(Last) (First) (Middle)
C/O PHATHOM PHARMACEUTICALS, INC.
100 CAMPUS DRIVE, SUITE 102

(Street)
FLORHAM PARK 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/28/2025
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 11/28/2025 M 90,000 A $0 131,625 D
Common Stock 11/28/2025 F(1) 48,375 D $15.62 83,250 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
Performance Shares $0(2) 11/28/2025 M 90,000 (3) (3) Common Stock 90,000 $0 180,000 D
Explanation of Responses:
1. Represents shares underlying the performance stock units that were surrendered by the reporting person to the Issuer in satisfaction of the Issuer's tax withholding obligation.
2. Each performance stock unit represents a contingent right to receive one share of common stock of the Issuer.
3. On April 3, 2025, the reporting person was granted 360,000 performance stock units, of which 90,000 vested on September 25, 2025 and an additional 90,000 vested on November 28, 2025, in each case due to the achievement of the applicable stock price hurdle. The remaining performance stock units will vest based on the achievement of stock price hurdles over a period of four years following the grant date, subject to the reporting person's continued service through the date each such stock price hurdle is achieved.
/s/ Steven L. Basta 12/02/2025
** 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.

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