Phathom Pharmaceuticals (PHAT) CEO reports PSU vesting and tax share surrender

Rhea-AI Filing Summary

Phathom Pharmaceuticals President and CEO Steven L. Basta reported equity compensation activity in company stock. On February 10, 2026, he acquired 12,362 shares of common stock at $0 per share from the vesting of performance stock units granted on April 3, 2025, after performance criteria were met. On the same day, 6,277 shares were disposed of at $12.82 per share, surrendered to Phathom to satisfy tax withholding obligations related to the award. Following these transactions, he directly owned 373,315 shares of common stock, which includes 2,410 shares previously acquired under the employee stock purchase plan in January 2026.

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

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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)
02/10/2026

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	02/10/2026		A		12,362(1)	A	$0	379,592(2)	D
Common Stock	02/10/2026		F(3)		6,277	D	$12.82	373,315	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 shares issued upon vesting of performance stock units granted to the reporting person on April 3, 2025 based on the achievement of performance criteria determined to be satisfied on February 10, 2026.

2. Includes 2,410 shares acquired under the Phathom Pharmaceuticals, Inc. employee stock purchase plan in January 2026.

3. 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.

	/s/ Steven L. Basta	02/12/2026
	** 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).
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FAQ

What insider transactions did PHAT CEO Steven Basta report on February 10, 2026?

Steven Basta reported acquiring 12,362 Phathom Pharmaceuticals shares from vesting performance stock units and disposing of 6,277 shares to cover taxes. These movements reflect equity compensation settlement rather than an open-market purchase or sale.

Was the PHAT insider transaction an open-market buy or sell by the CEO?

The filing shows no open-market buy or sell. Shares were acquired at zero cost from vesting performance stock units and some were surrendered back to Phathom Pharmaceuticals to satisfy tax withholding obligations, a common administrative step for equity awards.

How many PHAT shares does CEO Steven Basta own after this Form 4?

After the reported transactions, Steven Basta directly owns 373,315 shares of Phathom Pharmaceuticals common stock. This total includes 2,410 shares acquired earlier under the company’s employee stock purchase plan in January 2026.

What do the 12,362 PHAT shares acquired by the CEO represent?

The 12,362 shares represent common stock issued upon vesting of performance stock units granted on April 3, 2025. Vesting occurred after performance criteria were determined to be satisfied on February 10, 2026, converting the units into actual shares.

Why were 6,277 PHAT shares disposed of in the CEO’s Form 4?

The 6,277 shares were surrendered to Phathom Pharmaceuticals to cover the issuer’s tax withholding obligation tied to the vesting of performance stock units. This tax-withholding disposition is coded as “F” and is standard for equity compensation events.

Does the PHAT Form 4 indicate additional shares from an employee stock purchase plan?

Yes. The beneficial ownership total includes 2,410 shares acquired under Phathom Pharmaceuticals’ employee stock purchase plan in January 2026. This detail appears in the footnotes explaining the composition of the CEO’s direct share holdings.