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Phathom (PHAT) director James Topper receives 24,122 RSUs in equity grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Phathom Pharmaceuticals director James N. Topper received an equity grant in the form of restricted stock units. On May 19, 2026, he was awarded 24,122 RSUs at a price of $0.00 per share under the company’s Non-Employee Director Compensation Program. These RSUs vest in full on the earlier of the first anniversary of the grant date or the next annual stockholder meeting, as long as he continues serving on the board. Each RSU converts into one share of common stock when it vests. After this grant, Topper directly holds 66,718 common shares, alongside additional indirect holdings through several Frazier Life Sciences and related entities, some of which he reports with limited pecuniary interest.

Positive

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Negative

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Insider Topper James N
Role null
Type Security Shares Price Value
Grant/Award Common Stock 24,122 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 66,718 shares (Direct, null); Common Stock — 59,403 shares (Indirect, By Frazier Life Sciences X, L.P.)
Footnotes (1)
  1. The Restricted Stock Units ("RSUs") were granted on May 19, 2026, pursuant to the Issuer's Non-Employee Director Compensation Program. 100% of the total number of RSUs granted shall vest on the first to occur of (A) the first anniversary of the date of grant or (B) the next occurring annual meeting of the Issuer's stockholders, subject to the Reporting Person's continuing service on the Board through such vesting date. Each RSU represents a contingent right to receive one share of common stock of the Issuer. The shares reported herein are held of record by Frazier Life Sciences X, L.P. FHMLS X, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. The Reporting Person is one of two managing members of FHMLS X, L.L.C. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The shares reported herein are held of record by Frazier Life Sciences IX, L.P. FHMLS IX, L.P. is the general partner of Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. The Reporting Person is one of two managing members of FHMLS IX, L.L.C. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The shares reported herein are held of record by FHMLS IX, L.L.C. The Reporting Person is one of two managing members of FHMLS IX, L.L.C. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The Reporting Person is a manager of Topper Group III LLC and has voting and investment power of the securities held by Topper Group III LLC.
RSU grant size 24,122 RSUs Granted May 19, 2026 under Non-Employee Director Compensation Program
Grant price $0.00 per share Stated price for RSU award
Direct shares after grant 66,718 shares Common stock directly held by Topper following RSU grant
Frazier Life Sciences IX holdings 5,827,415 shares Indirect common stock holdings via Frazier Life Sciences IX, L.P.
Frazier Life Sciences X holdings 59,403 shares Indirect common stock holdings via Frazier Life Sciences X, L.P.
Topper Group III LLC holdings 3,912 shares Indirect common stock holdings; Topper has voting and investment power
FHMLS IX, L.L.C. holdings 1 share Indirect common stock holdings via FHMLS IX, L.L.C.
Restricted Stock Units financial
"The Restricted Stock Units ("RSUs") were granted on May 19, 2026, pursuant to the Issuer's Non-Employee Director Compensation Program."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Non-Employee Director Compensation Program financial
"The Restricted Stock Units ("RSUs") were granted on May 19, 2026, pursuant to the Issuer's Non-Employee Director Compensation Program."
pecuniary interest financial
"The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein."
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
voting and investment power financial
"The Reporting Person is a manager of Topper Group III LLC and has voting and investment power of the securities held by Topper Group III LLC."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Topper James N
(Last)(First)(Middle)
C/O PHATHOM PHARMACEUTICALS, INC.
100 CAMPUS DRIVE, SUITE 102
(Street)
FLORHAM PARK, NEW JERSEY 07932
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Phathom Pharmaceuticals, Inc. [ PHAT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/19/2026A24,122(1)A$066,718D
Common Stock59,403IBy Frazier Life Sciences X, L.P.(2)
Common Stock5,827,415IBy Frazier Life Sciences IX, L.P.(3)
Common Stock1IBy FHMLS IX, L.L.C.(4)
Common Stock3,912IBy Topper Group III LLC(5)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The Restricted Stock Units ("RSUs") were granted on May 19, 2026, pursuant to the Issuer's Non-Employee Director Compensation Program. 100% of the total number of RSUs granted shall vest on the first to occur of (A) the first anniversary of the date of grant or (B) the next occurring annual meeting of the Issuer's stockholders, subject to the Reporting Person's continuing service on the Board through such vesting date. Each RSU represents a contingent right to receive one share of common stock of the Issuer.
2. The shares reported herein are held of record by Frazier Life Sciences X, L.P. FHMLS X, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. The Reporting Person is one of two managing members of FHMLS X, L.L.C. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
3. The shares reported herein are held of record by Frazier Life Sciences IX, L.P. FHMLS IX, L.P. is the general partner of Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. The Reporting Person is one of two managing members of FHMLS IX, L.L.C. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
4. The shares reported herein are held of record by FHMLS IX, L.L.C. The Reporting Person is one of two managing members of FHMLS IX, L.L.C. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
5. The Reporting Person is a manager of Topper Group III LLC and has voting and investment power of the securities held by Topper Group III LLC.
/s/ Anne Marie Cook, Attorney-in-Fact for James Topper05/21/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Phathom Pharmaceuticals (PHAT) director James Topper receive in this Form 4?

James N. Topper received a grant of 24,122 restricted stock units as non-cash equity compensation. The RSUs were issued under Phathom’s Non-Employee Director Compensation Program and increase his direct equity-based stake in the company as part of routine board compensation.

When do James Topper’s new Phathom (PHAT) RSUs vest and become shares?

The 24,122 RSUs vest 100% on the earlier of the first anniversary of May 19, 2026 or the next annual stockholder meeting. Vesting requires Topper to continue serving on Phathom’s board through that date, after which each RSU converts into one common share.

How many Phathom Pharmaceuticals (PHAT) shares does James Topper hold directly after this grant?

Following the RSU award, James Topper directly holds 66,718 shares of Phathom common stock. This figure reflects his direct ownership only, separate from additional indirect positions reported through various Frazier Life Sciences and affiliated investment entities listed in the filing.

Are the Phathom (PHAT) RSUs granted to James Topper an open-market purchase?

No, the 24,122 RSUs are a compensation grant, not an open-market purchase. They were awarded at a stated price of $0.00 per share under the company’s Non-Employee Director Compensation Program, meaning they are part of standard non-cash director remuneration.

What indirect Phathom (PHAT) holdings are associated with James Topper in this Form 4?

The filing reports indirect holdings through Topper Group III LLC and various Frazier Life Sciences entities. For several positions, Topper is a managing member or related party and disclaims beneficial ownership except to the extent of his pecuniary interest, as described in the footnotes.