Phio (PHIO) director Freeman gets 16,600-share RSU grant and holds 32,655

Rhea-AI Filing Summary

Phio Pharmaceuticals director Jonathan E. Freeman received a new equity grant. On 02/05/2026, he was awarded 16,600 shares of common stock at a price of $0, in the form of restricted stock units that will vest on the first anniversary of the grant.

After this award, Freeman beneficially owns 32,655 shares, which include shares underlying unvested restricted stock units. The reported share amounts have been adjusted to account for prior reverse stock splits.

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^*

Freeman Jonathan E

(Last) (First) (Middle)

C/O PHIO PHARMACEUTICALS CORP.

411 SWEDELAND RD., STE 23-1080

(Street)

KING OF PRUSSIA PA 19406

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Phio Pharmaceuticals Corp. [ PHIO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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, $.0001 par value	02/05/2026		A		16,600(1)	A	$0	32,655(2)(3)	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 underlying a restricted stock unit, which shares will vest on the first annual anniversary of the grant.

2. Includes shares of common stock underlying unvested restricted stock units.

3. The number of reported securities has been adjusted to reflect prior reverse stock splits.

	/s/ Lisa C. Carson, Attorney-in-Fact	02/06/2026
	** 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 insider transaction did PHIO director Jonathan E. Freeman report?

Jonathan E. Freeman reported receiving 16,600 shares of Phio Pharmaceuticals common stock on 02/05/2026. The shares were granted at $0 as restricted stock units that vest on the first anniversary of the grant date, reflecting typical director equity compensation.

How many PHIO shares does Jonathan E. Freeman own after this Form 4?

Following the reported transaction, Jonathan E. Freeman beneficially owns 32,655 shares of Phio Pharmaceuticals common stock. This total includes shares underlying unvested restricted stock units, with the share count adjusted to reflect the company’s prior reverse stock splits.

What is the nature of the 16,600 PHIO shares granted to Jonathan E. Freeman?

The 16,600 shares represent common stock underlying a restricted stock unit grant to Jonathan E. Freeman. These shares will vest on the first annual anniversary of the grant, meaning he receives full ownership only after satisfying that one-year vesting period.

Were the PHIO shares in Jonathan E. Freeman’s grant purchased or awarded?

The 16,600 Phio Pharmaceuticals shares were awarded, not purchased, at a reported price of $0 per share. They are issued as restricted stock units, which convert into common stock upon vesting on the first anniversary of the grant date.

Does Jonathan E. Freeman’s reported PHIO ownership include unvested awards?

Yes. The 32,655 Phio Pharmaceuticals shares beneficially owned by Jonathan E. Freeman include common stock underlying unvested restricted stock units. The filing notes that these reported securities have been adjusted to reflect the impact of prior reverse stock splits.

What adjustment was made to Jonathan E. Freeman’s reported PHIO share numbers?

The filing states that the number of reported Phio Pharmaceuticals securities has been adjusted to reflect prior reverse stock splits. This means both the new grant and total beneficial ownership figures are presented on a post-split basis for consistency.