CEO contract changes at Phio (NASDAQ: PHIO) lift bonus target

Rhea-AI Filing Summary

Phio Pharmaceuticals Corp. updated its employment agreement with President and Chief Executive Officer Robert J. Bitterman. The amendment increases his protection if he is terminated without cause or leaves for good reason, granting severance equal to twelve months of his base salary in those situations.

The amendment also raises Mr. Bitterman’s annual target bonus opportunity to 50% of his base salary, up from 40% under the prior agreement. The full terms are set out in the Second Amendment filed as an exhibit.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  February 17, 2026

PHIO PHARMACEUTICALS CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-36304	45-3215903
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

411 Swedeland Road, Suite 23-1080
King of Prussia, PA	19406
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (610) 947-0251

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol(s):		Name of each exchange on which registered:
Common Stock, par value $0.0001 per share		PHIO		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 (d). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 17, 2026, Phio Pharmaceuticals Corp. (the “Company”) and Robert J. Bitterman, the Company’s President and Chief Executive Officer, entered into an amendment (the “Second Amendment”) to the existing employment agreement with Mr. Bitterman, dated February 20, 2023, as amended by the First Amendment dated March 25, 2025 (the “Existing Employment Agreement”).

The Second Amendment (i) amends the severance provision in the Existing Employment Agreement to provide that, in the event of a termination by the Company without “cause” (as defined in the Existing Employment Agreement) or by Mr. Bitterman for “good reason” (as defined in the Existing Employment Agreement), Mr. Bitterman is entitled to severance in the amount of twelve (12) months of his base salary and (ii) provides that Mr. Bitterman’s annual target bonus opportunity shall be 50% of his base salary (increased from 40% in the Existing Employment Agreement).

The foregoing description of the Second Amendment is only a summary and is qualified in its entirety by reference to the complete terms and conditions of the Second Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Second Amendment to the Employment Agreement of Robert J. Bitterman, dated February 17, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PHIO PHARMACEUTICALS CORP.
Date: February 18, 2026	By:	/s/ Robert J. Bitterman
		Robert J. Bitterman President & Chief Executive Officer

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FAQ

What change did Phio Pharmaceuticals (PHIO) make to its CEO’s employment agreement?

Phio Pharmaceuticals amended CEO Robert J. Bitterman’s employment agreement. The update increases severance to twelve months of base salary for certain terminations and raises his annual target bonus opportunity to 50% of base salary, up from 40% previously.

How much severance is Phio Pharmaceuticals’ CEO now entitled to receive?

Under the amended agreement, CEO Robert J. Bitterman is entitled to severance equal to twelve months of his base salary. This applies if the company terminates him without cause or he resigns for good reason, as defined in the existing employment agreement.

When does Phio Pharmaceuticals’ Second Amendment to the CEO agreement take effect?

The Second Amendment to CEO Robert J. Bitterman’s employment agreement is dated February 17, 2026. This date marks when the company and Mr. Bitterman entered into the amended terms covering severance and the higher annual target bonus opportunity.

How did Phio Pharmaceuticals change the CEO’s annual bonus opportunity?

Phio Pharmaceuticals increased CEO Robert J. Bitterman’s annual target bonus opportunity to 50% of his base salary. Previously, under the existing employment agreement, his target bonus opportunity had been 40% of base salary before this Second Amendment.

Under what circumstances does the Phio CEO receive the new severance benefit?

The CEO receives the updated severance if Phio Pharmaceuticals terminates him without cause or he resigns for good reason. In either situation, the amended agreement provides severance equal to twelve months of his base salary, aligning with the revised terms.

Where can investors find the full details of Phio’s CEO agreement amendment?

Full details of the changes are contained in the Second Amendment to Robert J. Bitterman’s employment agreement. This document is filed as Exhibit 10.1 and is incorporated by reference, providing the complete terms and conditions of the revised arrangement.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 9.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB