[Form 4] Phio Pharmaceuticals Corp. Insider Trading Activity

Rhea-AI Filing Summary

David H. Deming, a director of Phio Pharmaceuticals Corp. (PHIO), reported an acquisition on 09/11/2025 of 14,000 shares of common stock through restricted stock units (RSUs) with a reported price of $0. The filing states these shares represent units that will vest on the first annual anniversary of the grant and that the 14,000 shares reported include common stock underlying unvested RSUs.

The Form 4 was signed by attorney-in-fact Lisa C. Carson on 09/15/2025. The transaction increases the director’s beneficial ownership by the 14,000 shares subject to future vesting; no cash purchase price was reported in the filing.

Positive

• Director alignment with shareholders via RSU grant that ties compensation to future stock ownership
• No cash outlay reported for the grant (price reported as $0), indicating equity-based compensation rather than cash payment

Negative

• Shares are unvested and will vest on the first anniversary, so the economic and voting impact is delayed
• Potential dilution if and when RSUs convert to shares, though materiality relative to outstanding shares is not provided

Insights

Securities Analyst

TL;DR: A director received a 14,000-share RSU grant vesting in one year, aligning compensation with shareholder outcomes but not immediately liquid.

The grant appears to be a standard equity-based director compensation or retention award reported under Section 16. Because the reported price is $0 and the shares are described as underlying restricted stock units that vest on the first anniversary, the economic benefit is contingent on continued service and future vesting. For investors, this is a routine corporate governance disclosure rather than an operational or financial event; its near-term market impact is likely minimal unless the director’s ownership change is large relative to outstanding shares (not disclosed here).

Corporate Governance Expert

TL;DR: Director equity grant strengthens alignment with shareholders but is subject to vesting, so control and voting impact are deferred.

The Form 4 documents an award of RSUs that convert into common stock upon vesting, which is typical for board compensation and retention. The filing clarifies that the reported 14,000 shares include unvested units, indicating the director does not yet have full ownership or likely voting rights for all shares. This is a routine disclosure under Section 16 and does not indicate a change in board composition or immediate voting power.

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^*

Deming David H

(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)
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		14,000(1)	A	$0	14,000(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.

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 transaction did PHIO director David H. Deming report on Form 4?

The filing reports an acquisition of 14,000 common shares on 09/11/2025 through restricted stock units (RSUs).

Did David H. Deming pay for the 14,000 shares reported on Form 4 (PHIO)?

The reported price for the transaction is $0, indicating the shares were awarded as RSUs rather than purchased for cash.

When will the shares reported by David H. Deming vest?

The filing explains the shares underlying the RSUs will vest on the first annual anniversary of the grant.

Does the Form 4 show how many shares Deming beneficially owns after the transaction?

The Form 4 lists 14,000 shares as beneficially owned following the reported transaction, which includes shares underlying unvested RSUs.

Who signed the Form 4 for David H. Deming and when?

The form was signed by attorney-in-fact Lisa C. Carson on 09/15/2025.