Phio Pharmaceuticals (PHIO) CEO awarded 120,000-share RSU equity grant

Rhea-AI Filing Summary

Phio Pharmaceuticals’ Chairman, President and CEO Robert J. Bitterman received 120,000 shares of common stock on February 5, 2026 through a restricted stock unit (RSU) grant. The Form 4 shows the shares were acquired at a price of $0 per share, reflecting an equity award rather than an open‑market purchase.

The 120,000 shares represent RSUs that will vest on the first anniversary of the grant. After this award, Bitterman beneficially owns 411,421 shares of Phio common stock in direct ownership, which includes shares underlying unvested RSUs.

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^*

Bitterman Robert J

(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
X	Officer (give title below)		Other (specify below)
	Chairman, Pres. & CEO

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		120,000(1)	A	$0	411,421(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. 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.

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

Phio Pharmaceuticals disclosed that CEO Robert J. Bitterman received 120,000 common shares via a restricted stock unit grant. The award was recorded at $0 per share and is structured as equity-based compensation rather than a market purchase.

How many Phio Pharmaceuticals (PHIO) shares did the CEO acquire?

Robert J. Bitterman acquired 120,000 shares of Phio common stock tied to a restricted stock unit grant. These shares are scheduled to vest on the first annual anniversary of the grant date, aligning his compensation with future company performance.

When will the newly granted Phio (PHIO) restricted stock units vest?

The 120,000 shares underlying the restricted stock unit grant will vest on the first annual anniversary of the grant. This one-year vesting schedule is designed to encourage continued service and alignment between the CEO and shareholders.

What is Robert J. Bitterman’s total Phio (PHIO) share ownership after this grant?

After the February 5, 2026 transaction, Robert J. Bitterman beneficially owns 411,421 shares of Phio common stock. This figure includes shares underlying unvested restricted stock units, all held in direct ownership according to the Form 4.

Was cash paid for the Phio Pharmaceuticals (PHIO) shares reported in this Form 4?

No cash was paid for these shares; the transaction price is reported as $0 per share. The 120,000 shares reflect an equity incentive grant through restricted stock units rather than a cash-funded open-market or private share purchase.

What role does Robert J. Bitterman hold at Phio Pharmaceuticals (PHIO)?

Robert J. Bitterman serves as Chairman, President and Chief Executive Officer of Phio Pharmaceuticals. The Form 4 confirms his status as both director and officer, with this equity grant further tying his compensation to the company’s stock.