Phio Pharmaceuticals insider report: 18,800 RSU shares issued to director

Rhea-AI Filing Summary

Phio Pharmaceuticals Corp. director Patricia A. Bradford reported a change in beneficial ownership related to restricted stock units. The filing shows an acquisition of 18,800 shares of common stock issued to satisfy restricted stock units that will vest on the first annual anniversary of the grant. Following the reported transaction, Ms. Bradford beneficially owns 27,151 shares, a total that the filing indicates includes shares underlying unvested restricted stock units. The reported share counts have been adjusted to reflect prior reverse stock splits. The transaction was reported as an acquisition at $0 per share, consistent with issuance upon vesting of RSUs.

Positive

• Director received 18,800 shares via restricted stock units, indicating continued alignment of management/director incentives with shareholders
• Total beneficial ownership reported as 27,151 shares, with disclosure that unvested RSUs are included, improving transparency
• Filing discloses adjustment for reverse stock splits, clarifying comparability of historical holdings

Negative

• None.

Insights

Financial Analyst

TL;DR: A director received RSU-based shares, modestly increasing her stake; this is a routine insider equity grant.

The reported acquisition of 18,800 shares reflects issuance tied to restricted stock units rather than an open-market purchase. Such grants are common for directors and key personnel and typically reflect compensation or retention rather than a direct signal of changed valuation expectations. The filing shows total beneficial ownership of 27,151 shares, including unvested RSUs; counts were adjusted for prior reverse stock splits, which recalibrates historical holdings but does not change economic ownership. Impact on capitalization and voting is likely immaterial unless cumulative holdings cross disclosure or control thresholds, which are not indicated here.

Corporate Governance Expert

TL;DR: This is a standard director equity award disclosure with no indicated governance issues or unusual terms.

The Form 4 documents an equity issuance tied to RSUs that vest on a stated schedule

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
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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^*

BRADFORD PATRICIA A

(Last) (First) (Middle)

C/O PHIO PARMACEUTICALS 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		18,800(1)	A	$0	27,151(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 transaction did Patricia A. Bradford report on Form 4 for PHIO?

The Form 4 reports an acquisition of 18,800 shares of Phio Pharmaceuticals common stock issued to satisfy restricted stock units.

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

The filing shows beneficial ownership of 27,151 shares following the reported transaction, which includes shares underlying unvested RSUs.

Were the reported PHIO shares issued for a purchase price?

No. The transaction is reported at a price of $0 per share, consistent with issuance upon vesting of restricted stock units.

Do the reported PHIO share counts reflect corporate actions like reverse splits?

Yes. The filing states that the reported securities have been adjusted to reflect prior reverse stock splits.

What is the vesting condition for the RSUs reported on this PHIO Form 4?

The filing specifies that the shares underlying the reported RSU grant will vest on the first annual anniversary of the grant.