Phio Pharmaceuticals (PHIO) director gets 16,600-share restricted stock grant

Rhea-AI Filing Summary

Phio Pharmaceuticals director Curtis Lockshin received an equity award in the form of restricted stock units. On February 5, 2026, he was granted 16,600 shares of common stock at a price of $0 per share, reflecting a stock-based compensation grant rather than a purchase.

The filing states these shares represent a restricted stock unit award that will vest on the first anniversary of the grant. Following this grant, Lockshin beneficially owns 35,155 shares of Phio Pharmaceuticals common stock in direct ownership, including shares underlying unvested restricted stock units that have been adjusted 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

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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^*

Lockshin Curtis

(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	35,155(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.
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FAQ

What did Phio Pharmaceuticals (PHIO) disclose in this Form 4 filing?

Phio Pharmaceuticals disclosed that director Curtis Lockshin received a grant of 16,600 shares of common stock as a restricted stock unit award on February 5, 2026. This represents stock-based compensation rather than an open-market purchase or sale transaction.

How many PHIO shares did director Curtis Lockshin receive and at what price?

Director Curtis Lockshin received 16,600 shares of Phio Pharmaceuticals common stock through a restricted stock unit grant at a stated price of $0 per share. This indicates a compensatory equity award, not a cash purchase in the market.

When do Curtis Lockshin’s new restricted stock units in PHIO vest?

The filing states the 16,600 shares represent restricted stock units that will vest on the first annual anniversary of the grant. This one-year vesting schedule ties the award to continued service through that anniversary date.

How many Phio Pharmaceuticals (PHIO) shares does Curtis Lockshin own after this grant?

After the grant, director Curtis Lockshin beneficially owns 35,155 shares of Phio Pharmaceuticals common stock in direct ownership. This total includes shares underlying unvested restricted stock units and reflects adjustments for prior reverse stock splits.

Is the PHIO Form 4 transaction a stock purchase or a compensation grant?

The Form 4 shows a restricted stock unit compensation grant, not an open-market stock purchase. Lockshin received 16,600 shares at a stated price of $0 per share, consistent with equity awards typically provided as part of director compensation programs.

Did prior reverse stock splits affect the share numbers in this PHIO Form 4?

Yes. A footnote explains that the number of reported securities has been adjusted to reflect prior reverse stock splits. This means the share counts shown already incorporate those historical corporate actions for accuracy.