[Form 4] Phio Pharmaceuticals Corp. Insider Trading Activity

Rhea-AI Filing Summary

Robert L. Ferrara, a director of Phio Pharmaceuticals Corp. (PHIO), reported acquisition of 23,000 shares of common stock represented by restricted stock units on 09/11/2025. The RSUs vest on the first annual anniversary of the grant and the reported beneficial ownership following the transaction is 38,666 shares, which includes shares underlying unvested RSUs. The filing notes the reported share totals were adjusted for prior reverse stock splits. The disclosure was submitted on a Form 4 by a single reporting person and includes a power of attorney exhibit.

Positive

• Acquisition of 23,000 RSUs that will vest in one year, indicating alignment of director compensation with shareholder value
• Post-transaction beneficial ownership of 38,666 shares, showing the director holds both vested and unvested equity

Negative

• Shares are unvested (restricted stock units) and therefore not immediately transferable or a source of immediate liquidity
• No information on company size or total outstanding shares is provided, so the materiality of the award relative to capitalization cannot be determined from this filing

Insights

Corporate Governance Expert

TL;DR: Director received RSUs that vest after one year, aligning compensation with long-term ownership.

This transaction is a routine director equity grant: 23,000 restricted stock units that convert to common shares on the first anniversary of the grant. Such awards are commonly used to retain directors and align their interests with shareholders. The post-transaction beneficial ownership is 38,666 shares, and the filing discloses adjustments for prior reverse splits. There are no indications of dispositions or derivative activity in this Form 4.

Securities Analyst

TL;DR: Transaction appears immaterial to capital structure absent company size context; it is a standard insider grant.

The Form 4 reports a non-derivative acquisition coded as an award of restricted stock units totaling 23,000 shares at $0 price, which will vest on the first anniversary. The report lists 38,666 shares beneficially owned after the grant, including unvested RSUs. The filing includes a remark that share counts were adjusted for prior reverse stock splits. No cash consideration or option exercise is shown.

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).

1. Name and Address of Reporting Person^*

Ferrara Robert L

(Last) (First) (Middle)

411 SWEDELAND RD., STE 23-1080

11 APEX DR., SUITE 300A, PMB 2006

(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)
09/11/2025

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	09/11/2025		A		23,000(1)	A	$0	38,666(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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Lisa C. Carson, Attorney-in-fact	09/15/2025
	** 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 change did Robert L. Ferrara report on Form 4 for PHIO?

He reported acquisition of 23,000 restricted stock units (RSUs) on 09/11/2025, which are recorded as common stock underlying RSUs.

When do the restricted stock units reported by PHIO director vest?

The filing states the RSUs will vest on the first annual anniversary of the grant.

How many PHIO shares does the reporting person beneficially own after the transaction?

The Form 4 shows 38,666 shares beneficially owned following the reported transaction, including shares underlying unvested RSUs.

Was any cash paid for the RSUs reported on the PHIO Form 4?

No cash price is reported; the RSUs are listed with a price of $0 in the non-derivative section.

Did the filing note any adjustments to reported share counts?

Yes, the filing remarks that the number of reported securities has been adjusted to reflect prior reverse stock splits.