Phathom director granted 24,122 RSUs in equity award

Phathom Pharmaceuticals director Frank Karbe received an equity grant.

Accepted by SEC EDGAR 05/21/2026 - 04:30 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Phathom Pharmaceuticals director Frank Karbe received an equity grant. On May 19, 2026, he was awarded 24,122 Restricted Stock Units under the company’s Non-Employee Director Compensation Program at no cash cost. Following this grant, he holds 91,622 shares of common stock directly. The RSUs vest 100% on the earlier of the first anniversary of the grant date or the next annual stockholder meeting, conditioned on his continued Board service. Each RSU converts into one share of common stock when it vests.

Insider Trade Summary

Grant/Award: 24,122 shares

Grant/Award 1 txn

Insider KARBE FRANK

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	24,122	$0.00	$0.00

Holdings After Transaction: Common Stock — 91,622 shares (Direct)

Holdings Before and After: Common Stock, 67,500 to 91,622 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

RSUs granted: 24,122 units Grant price: $0.00 per share Shares after transaction: 91,622 shares +2 more

5 metrics

RSUs granted 24,122 units Restricted Stock Units granted on May 19, 2026

Grant price $0.00 per share Equity award, no cash cost to director

Shares after transaction 91,622 shares Common stock held directly following RSU grant

Vesting trigger 1 year or next meeting 100% vests on first anniversary or next annual stockholder meeting

Security type Common Stock / RSUs Each RSU delivers one share of common stock at vesting

Key Terms

Restricted Stock Units ("RSUs"), Non-Employee Director Compensation Program, vesting, contingent right

4 terms

Restricted Stock Units ("RSUs") 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 (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

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."

vesting financial

"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..."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

contingent right financial

"Each RSU represents a contingent right to receive one share of common stock of the Issuer."

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

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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^*

KARBE FRANK

(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)

X	Director		10% 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/19/2026		A		24,122(1)	A	$0	91,622	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. 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.

	/s/ Anne Marie Cook, Attorney-in-Fact for Frank Karbe	05/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)