Phio CEO has 68,550 shares withheld for tax

Phio Pharmaceuticals’ CEO had shares withheld for taxes on RSU vesting, with no market sale and 362,871 shares reported as directly 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 that Chairman, President & CEO Robert J. Bitterman had 68,550 shares of common stock withheld on September 11, 2026 to satisfy tax withholding obligations related to vesting restricted stock units. No shares were sold, and he now directly holds 362,871 shares, including shares underlying unvested restricted stock units.

Insider Trade Summary

Tax Withholding: 68,550 shares

Tax Withholding 1 txn

Insider Bitterman Robert J

Role Chairman, Pres. & CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, $.0001 par value F1, F2	68,550	$1.03	$71K

Holdings After Transaction: Common Stock, $.0001 par value — 362,871 shares (Direct)

Holdings Before and After: Common Stock, $.0001 par value, 431,421 to 362,871 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 taxes: 68,550 shares Withholding value per share: $1.03 per share Shares held after transaction: 362,871 shares +1 more

4 metrics

Shares withheld for taxes 68,550 shares Withholding on September 11, 2026 to satisfy tax obligations on RSU vesting

Withholding value per share $1.03 per share Value used for the 68,550 shares withheld on September 11, 2026

Shares held after transaction 362,871 shares Direct holdings reported after the September 11, 2026 withholding, including unvested RSU underlying shares

Number of Form 4 transactions reported 1 transaction Single code F disposition to satisfy tax withholding obligations

Key Terms

restricted stock units, withholding of shares, tax withholding obligations, beneficially owned

4 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 to satisfy"

tax withholding obligations financial

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

beneficially owned financial

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

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

FAQ

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

What insider transaction did PHIO’s CEO report on this Form 4?

Robert J. Bitterman reported that 68,550 shares of Phio Pharmaceuticals common stock were withheld on September 11, 2026 to cover his tax withholding obligations arising from the vesting of restricted stock units. No shares were sold in the market.

Was the PHIO CEO’s September 11, 2026 transaction a sale of shares?

No. The Form 4 states the transaction was withholding of shares by the issuer to satisfy tax withholding obligations upon RSU vesting, and explicitly notes that no shares were sold.

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

After the September 11, 2026 withholding transaction, Robert J. Bitterman is reported as directly holding 362,871 shares of Phio Pharmaceuticals common stock, which the filing notes includes shares underlying unvested restricted stock units.

At what value were the PHIO shares withheld for the CEO’s tax obligations?

The filing reports that 68,550 shares were withheld at a value of $1.03 per share in connection with satisfying Robert J. Bitterman’s tax withholding obligations from the vesting of restricted stock units.

Was a Rule 10b5-1 trading plan involved in this PHIO Form 4 transaction?

No. The document-level checkbox for Rule 10b5-1 is not marked, and the footnotes describe the event as issuer share withholding for taxes on RSU vesting, rather than trades under a pre-arranged trading plan.

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^*

Bitterman Robert J

(Last) (First) (Middle)

C/O PHIO PHARMACEUTICALS CORP.

411 SWEDELAND RD., STE 23-1080

(Street)

KING OF PRUSSIA PENNSYLVANIA 01581

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, Pres. & CEO

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)		68,550	D	$1.03	362,871(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, Attorney-in-fact	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)