Phio CFO has 12,888 shares withheld for taxes

Phio Pharmaceuticals’ CFO had shares withheld for tax obligations tied to RSU vesting, with no market sale and 81,112 shares reported as held afterward.

Available on EDGAR 09/15/2026 - 04:01 PM EDT Accepted by SEC EDGAR 09/15/2026 - 04:00 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Phio Pharmaceuticals Corp. (PHIO) reported a Form 4 for Chief Financial Officer Lisa Cabott Carson showing a disposition related to tax withholding. On September 11, 2026, the issuer withheld 12,888 shares of common stock at $1.03 per share to satisfy her tax withholding obligations upon vesting of restricted stock units; no shares were sold in the market. After this transaction, she held 81,112 shares directly, including shares underlying unvested restricted stock units.

Insider Trade Summary

Tax Withholding: 12,888 shares

Tax Withholding 1 txn

Insider Carson Lisa Cabott

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, $.0001 par value F1, F2	12,888	$1.03	$13K

Holdings After Transaction: Common Stock, $.0001 par value — 81,112 shares (Direct)

Holdings Before and After: Common Stock, $.0001 par value, 94,000 to 81,112 shares (Direct)

Footnotes (2)

1. F1. The transaction represents the withholding of shares by the issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting of restricted stock units. No shares were sold.
2. F2. Includes shares of common stock underlying unvested restricted stock units.

Key Figures

Shares withheld for tax: 12,888 shares Per-share valuation: $1.03 per share Shares held after transaction: 81,112 shares +1 more

4 metrics

Shares withheld for tax 12,888 shares Withheld on September 11, 2026 to satisfy tax withholding obligations on RSU vesting

Per-share valuation $1.03 per share Value applied to the 12,888 withheld shares in the reported transaction

Shares held after transaction 81,112 shares Direct holdings reported for CFO after the September 11, 2026 transaction, including unvested RSUs

Exercise price or tax-liability shares count 12,888 shares Total shares reported as delivered or withheld for tax liability in this Form 4

Key Terms

restricted stock units, withholding of shares, tax withholding obligations

3 terms

restricted stock units financial

"in connection with the vesting of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

withholding of shares financial

"represents the withholding of shares by the issuer"

tax withholding obligations financial

"to satisfy the reporting person's tax withholding obligations"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Phio Pharmaceuticals (PHIO) report for its CFO?

The CFO, Lisa Cabott Carson, reported a transaction where 12,888 shares of PHIO common stock were withheld by the company on September 11, 2026 to cover tax withholding obligations from vesting restricted stock units. No shares were sold in the open market.

How many PHIO shares were involved in the CFO’s tax withholding transaction?

The transaction involved 12,888 shares of Phio Pharmaceuticals common stock. These shares were withheld by the issuer to satisfy the CFO’s tax withholding obligations in connection with the vesting of restricted stock units.

At what price were the PHIO shares valued in the CFO’s Form 4 transaction?

The withheld shares were valued at $1.03 per share in the transaction reported for September 11, 2026. This valuation applies to the 12,888 shares withheld to satisfy the CFO’s tax withholding obligations on vested restricted stock units.

Did the Phio Pharmaceuticals (PHIO) CFO sell any shares in this Form 4 filing?

No. A footnote states that no shares were sold. The 12,888 shares represent shares withheld by Phio Pharmaceuticals solely to satisfy the CFO’s tax withholding obligations related to vesting restricted stock units.

How many PHIO shares does the CFO hold after this reported transaction?

After the September 11, 2026 transaction, the CFO is reported to directly hold 81,112 shares of Phio Pharmaceuticals common stock. A footnote explains that this total includes shares underlying unvested restricted stock units.

Was the PHIO CFO’s Form 4 transaction made under a Rule 10b5-1 trading plan?

No. The filing indicates the Rule 10b5-1 checkbox is not affirmed, and the footnotes describe the event as share withholding for tax obligations on vested restricted stock units, rather than a trading-plan sale.

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^*

Carson Lisa Cabott

(Last) (First) (Middle)

C/O PHIO PHARMACEUTICALS CORP

411 SWEDELAND RD., STE 23-1080

(Street)

KING OF PRUSSIA PENNSYLVANIA 19406

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2026

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, $.0001 par value	09/11/2026		F(1)		12,888	D	$1.03	81,112(2)	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 transaction represents the withholding of shares by the issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting of restricted stock units. No shares were sold.

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

	/s/ Lisa C. Carson	09/15/2026
	** 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)