Rhythm Pharmaceu SEC Filings

Rhythm Pharmaceuticals, Inc. (RYTM) reported a Form 144 notice for the proposed sale of 16,781 shares of common stock through Morgan Stanley Smith Barney LLC on 09/02/2025, with an indicated aggregate market value of $1,730,960.15 and total shares outstanding listed as 66,420,091. The filing states these shares were acquired on 09/02/2025 via exercise of stock options and paid in cash on the same date.

The filer also disclosed three 10b5-1 sales by Joseph J. Shulman in the past three months: 4,188 shares on 08/21/2025 (gross proceeds $419,090.86), 3,984 shares on 08/11/2025 (gross proceeds $358,891.47), and 7,969 shares on 07/09/2025 (gross proceeds $619,850.56).

Joseph Shulman, Chief Technical Officer of Rhythm Pharmaceuticals (RYTM), reported option exercise and subsequent sale on 08/21/2025. He exercised 4,188 stock options with an exercise price of $27.35, which converted into 4,188 shares of common stock. Those shares were sold the same day pursuant to a Rule 10b5-1 instruction adopted on August 8, 2024, in multiple transactions at a weighted average price of $100.0694 per share (individual sale prices ranged from $100.00 to $100.30). Following the reported transactions, Mr. Shulman beneficially owned 8,509 shares of common stock and held 18,844 shares underlying outstanding options.

Rhythm Pharmaceuticals (RYTM) Form 144 notice reports a proposed sale of 4,188 common shares by an insider through Morgan Stanley Smith Barney on NASDAQ, with an aggregate market value of $413,355.60. The filing shows these shares were acquired on 08/21/2025 by exercise of stock options and paid for in cash the same day. The issuer has 66,420,091 shares outstanding, so the proposed sale represents a small fraction of total shares. The filer also reported two prior 10b5-1 sales by the same person in the past three months: 3,984 shares sold on 08/11/2025 for $358,891.47 and 7,969 shares sold on 07/09/2025 for $619,850.56. The notice includes the standard representation that the seller is not aware of any undisclosed material adverse information.

Hunter C. Smith, Chief Financial Officer of Rhythm Pharmaceuticals, Inc. (RYTM), reported option exercises and share sales on August 12-13, 2025. The filing shows Mr. Smith exercised 24,611 stock options at an exercise price of $6.88 on August 12, 2025, and 3,477 options at the same exercise price on August 13, 2025, resulting in 28,088 shares underlying those exercises.

Concurrent with the August 12 exercise, 24,611 shares were sold under a Rule 10b5-1 plan at a weighted-average price of $96.3322 per share (individual sale prices ranged $96.00–$96.63). On August 13, 3,477 shares were sold at $96.00 per share. After these transactions the reporting person owned 116,915 shares beneficially. The Form 4 notes the 10b5-1 plan was adopted February 28, 2025, and the stock options were fully vested.

Christopher Paul German, Corporate Controller & CAO of Rhythm Pharmaceuticals (RYTM), reported buy and sell transactions on 08/12/2025. The Form 4 shows acquisitions of 1,000 shares at $17.97 and 500 shares at $49.23, and a sale of 1,500 shares at $95. Following these transactions, the reporting person beneficially owned 922 shares. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted March 11, 2025. The filing also discloses outstanding stock options: 1,000 options (exercise price $17.97) exercisable beginning 04/03/2033 and 500 options (exercise price $49.23) exercisable beginning 02/15/2034, with detailed vesting schedules provided.

RA Capital and affiliated persons reported ownership of 5,561,359 shares of Rhythm Pharmaceuticals, Inc. common stock, equal to 8.7% of the class based on 63,621,472 shares outstanding as of April 30, 2025. The filing lists the Fund (RA Capital Healthcare Fund, L.P.) as the direct holder of the 5,561,359 shares and states that RA Capital Management, L.P. serves as the Fund's investment adviser with delegated sole power to vote and dispose of the Fund's holdings, although the Fund disclaims beneficial ownership for Section 13(d) purposes because that delegation may not be revoked on less than 61 days' notice. The Reporting Persons expressly disclaim status as a group. The filing includes the issuer's principal office address in Boston and signatures dated 08/14/2025.

Primecap Management Co./CA reports beneficial ownership of 4,878,037 shares of Rhythm Pharmaceuticals, representing 7.67% of the common stock. The filing is an Amendment No. 10 to a Schedule 13G and lists an event date of 06/30/2025. Primecap reports sole voting and sole dispositive power over these shares, and certifies the shares were acquired and are held in the ordinary course of business and not to change or influence control of the issuer. The filing names Rhythm Pharmaceuticals' principal executive offices at the address provided and shows Primecap's business address in Pasadena, California. The form is signed by Jorge A. Rodriguez, Deputy Chief Compliance Officer, dated 08/13/2025.

Joseph Shulman, Chief Technical Officer of Rhythm Pharmaceuticals (RYTM), exercised 3,984 stock options with an exercise price of $6.80 per share and immediately sold those 3,984 shares at a weighted average price of $90.0832 on 08/11/2025. The sale was effected pursuant to a Rule 10b5-1 trading instruction adopted on 08/08/2024.

After these transactions, Shulman's reported direct beneficial ownership of common stock declined from 12,493 shares to 8,509 shares. The Form 4 also reports 7,969 stock options outstanding following the transactions.

Rhythm Pharmaceuticals (RYTM) filed a Form 144 reporting a proposed sale of 28,088 common shares through Morgan Stanley Smith Barney on NASDAQ with an aggregate market value of $2,648,979.28. The filing states these shares were acquired the same day by exercise of stock options and paid in cash, indicating an immediate disposition of newly exercised options rather than a transfer from a third party.

The filing does not name the person for whose account the proposed sale is to be made in the main table, though the filing discloses two prior 10b5-1 sales attributed to Hunter Smith totaling 65,520 shares and gross proceeds of $4,826,766.67 in the past three months. The notice includes the standard representation that the signer is not aware of undisclosed material adverse information and references reliance on any Rule 10b5-1 trading plan if applicable.