Phathom (NASDAQ: PHAT) CLO gains 3,461 shares; 1,535 used for taxes

Rhea-AI Filing Summary

Phathom Pharmaceuticals’ chief legal officer and corporate secretary Anne Marie Cook reported equity compensation activity in company common stock. On February 10, 2026, she acquired 3,461 shares at $0 upon vesting of performance stock units granted on June 23, 2025 after performance criteria were met.

On the same date, 1,535 shares were disposed of at $12.82 to satisfy the issuer’s tax withholding obligation related to that vesting. After these transactions, Cook directly owned 88,660 shares, which include 1,722 shares previously acquired through the company’s 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

OMB APPROVAL

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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^*

Cook Anne Marie

(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 Legal Off. & Corp. Sec.

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		3,461(1)	A	$0	90,195(2)	D
Common Stock	02/10/2026		F(3)		1,535	D	$12.82	88,660	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 June 23, 2025 based on the achievement of performance criteria determined to be satisfied on February 10, 2026.

2. Includes 1,722 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/ Anne Marie Cook	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did Phathom Pharmaceuticals (PHAT) disclose for Anne Marie Cook?

Phathom disclosed that chief legal officer Anne Marie Cook received 3,461 common shares from performance stock unit vesting and surrendered 1,535 shares for tax withholding. After these transactions, she directly held 88,660 Phathom shares, including stock purchased through the company’s employee stock purchase plan.

How many Phathom (PHAT) shares did Anne Marie Cook acquire and at what price?

Anne Marie Cook acquired 3,461 Phathom common shares at $0 per share from vesting performance stock units. These units were granted on June 23, 2025 and vested when performance criteria were determined satisfied on February 10, 2026, resulting in newly issued shares as compensation.

What does the F-coded transaction in the Phathom (PHAT) Form 4 represent?

The F-coded transaction shows 1,535 Phathom shares disposed of at $12.82 per share to cover tax withholding. These shares came from the vested performance stock units and were surrendered back to the issuer instead of a cash payment for the related tax obligation.

How many Phathom (PHAT) shares does Anne Marie Cook own after the reported transactions?

After the reported transactions, Anne Marie Cook directly owns 88,660 Phathom common shares. This total reflects the 3,461-share award from performance unit vesting, the 1,535-share tax withholding surrender, and includes 1,722 shares bought earlier through the employee stock purchase plan.

What are the performance stock units mentioned in the Phathom (PHAT) insider filing?

The performance stock units were equity awards granted on June 23, 2025 that convert into shares if performance targets are met. On February 10, 2026, criteria were determined satisfied, triggering issuance of 3,461 Phathom common shares to Anne Marie Cook as part of her compensation.

How does the employee stock purchase plan affect Anne Marie Cook’s Phathom (PHAT) holdings?

The filing notes that her holdings include 1,722 shares acquired through Phathom’s employee stock purchase plan in January 2026. This plan allows eligible employees to buy company stock, and these ESPP shares are counted within her reported 88,660 directly owned shares.