Phathom (PHAT) accounting chief gets RSUs, surrenders shares for tax

Rhea-AI Filing Summary

Phathom Pharmaceuticals Principal Accounting Officer Robert Charles Breedlove reported stock-based compensation activity in common stock. He received 13,000 restricted stock units and 2,790 performance stock units on February 27, 2026. The performance units relate to a grant from February 27, 2025 with performance criteria confirmed on February 27, 2026. To cover tax withholding on these awards, 964 shares tied to performance stock units and 414 shares tied to RSUs were surrendered back to the company at $12.56 per share. After these transactions, he directly holds 61,480 common shares and indirectly holds 6,945.4 shares through a 401(k) account.

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^*

Breedlove Robert Charles

(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)
	Principal Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		A		13,000(1)	A	$0	60,068	D
Common Stock	02/27/2026		A		2,790(2)	A	$0	62,858	D
Common Stock	02/27/2026		F(3)		964	D	$12.56	61,894	D
Common Stock	02/27/2026		F(4)		414	D	$12.56	61,480	D
Common Stock								6,945.4	I	By 401(k)

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 restricted stock units ("RSUs") granted on February 27, 2026. 1/3 of the total number of RSUs granted vest on each of the first three anniversaries of February 27, 2026, the vesting commencement date, subject to the Reporting Person's continued service through each vesting date. Each RSU represents a contingent right to receive one share of common stock of the Issuer.

2. Represents shares issued upon vesting of performance stock units granted to the reporting person on February 27, 2025 based on the achievement of performance criteria determined to be satisfied on February 27, 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.

4. Represents shares underlying RSUs that were surrendered by the reporting person to the Issuer upon vesting of such RSU in satisfaction of the Issuer's tax withholding obligation.

	/s/ Robert Charles Breedlove	03/03/2026
	** 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).
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 stock awards did Phathom (PHAT) executive Robert Charles Breedlove receive?

Robert Charles Breedlove received 13,000 restricted stock units and 2,790 performance stock units on February 27, 2026. The performance units stem from a February 27, 2025 grant, with performance criteria determined to be satisfied on February 27, 2026.

How do the new RSUs for Phathom (PHAT) vest for Robert Breedlove?

The 13,000 restricted stock units vest in three equal installments on each of the first three anniversaries of February 27, 2026. Vesting requires Breedlove’s continued service with Phathom Pharmaceuticals through each respective vesting date for the RSUs to convert into common shares.

Why were some Phathom (PHAT) shares surrendered by Robert Breedlove?

Breedlove surrendered 964 shares tied to performance stock units and 414 shares tied to RSUs to Phathom. These shares were used to satisfy the company’s tax withholding obligation upon vesting, at a price of $12.56 per share for the surrendered shares.

How many Phathom (PHAT) shares does Robert Breedlove hold after these transactions?

Following the reported transactions, Breedlove directly holds 61,480 shares of Phathom common stock. He also indirectly holds 6,945.4 additional shares through a 401(k) plan, reflecting retirement-plan ownership separate from his directly registered holdings.

Are the recent Phathom (PHAT) insider transactions open-market buys or sells?

The transactions reflect stock awards and related tax withholding, not open-market trades. Shares were acquired through restricted stock unit and performance stock unit grants and some were surrendered back to Phathom to cover withholding taxes at $12.56 per share.

What role does Robert Charles Breedlove hold at Phathom (PHAT)?

Robert Charles Breedlove serves as Principal Accounting Officer at Phathom Pharmaceuticals. The reported Form 4 transactions relate to equity compensation associated with his executive role, including restricted stock units, performance stock units, and tax-withholding share surrenders.