CFO Hunter Smith converts RSUs, covers tax with shares

The Chief Financial Officer, Hunter C. Smith, reported equity compensation activity involving company stock on February 1, 2026.

Accepted by SEC EDGAR 02/03/2026 - 04:36 PM EST

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Rhea-AI Filing Summary

The Chief Financial Officer, Hunter C. Smith, reported equity compensation activity involving company stock on February 1, 2026. He converted 26,000 shares of common stock from restricted stock units, bringing his directly held common shares to 132,165 after the reported transactions.

To cover withholding taxes upon vesting, 10,750 common shares were withheld at a price of $108.99 per share, rather than being sold in the open market. The underlying restricted stock units convert into one share of common stock each and vest in four equal annual installments, with various grants vesting through February 2029. The restricted stock units have no expiration date.

Insider Trade Summary

26,000 shares exercised/converted

Exercise 6 txns

Insider Smith Hunter C

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	4,062	$0.00	$0.00
Exercise	Restricted Stock Units	4,925	$0.00	$0.00
Exercise	Restricted Stock Units	6,600	$0.00	$0.00
Exercise	Restricted Stock Units	10,413	$0.00	$0.00
Exercise	Common Stock	26,000	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	10,750	$108.99	$1.17M

Holdings After Transaction: Restricted Stock Units — 49,362 contracts (Direct); Common Stock — 132,165 shares (Direct)

Footnotes (6)

F1. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.
F2. These shares were withheld for payment of the withholding taxes upon the vesting of the restricted stock units reported herein.
F3. The restricted stock units vest as to 25% of the total shares on each of February 9, 2023, February 9, 2024, February 9, 2025 and February 1, 2026. The restricted stock units have no expiration date.
F4. The restricted stock units vest as to 25% of the total shares on each of February 1, 2024, February 1, 2025, February 1, 2026 and February 1, 2027. The restricted stock units have no expiration date.
F5. The restricted stock units vest as to 25% of the total shares on each of February 16, 2025, February 1, 2026, February 1, 2027 and February 1, 2028. The restricted stock units have no expiration date.
F6. The restricted stock units vest as to 25% of the total shares on each of February 1, 2026, February 1, 2027, February 1, 2028 and February 1, 2029. The restricted stock units have no expiration date.

FAQ

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What insider transaction did RYTM’s CFO Hunter C. Smith report on February 1, 2026?

Hunter C. Smith reported converting 26,000 restricted stock units into common stock on February 1, 2026. This equity award vesting increased his directly held common stock, reflecting routine compensation-based stock delivery rather than an open-market purchase or discretionary sale.

How many RYTM common shares does the CFO own after these transactions?

After the February 1, 2026 transactions, the CFO directly beneficially owns 132,165 shares of RYTM common stock. This figure reflects both the conversion of restricted stock units into shares and the withholding of some shares to satisfy tax obligations at vesting.

What is the purpose of the 10,750 RYTM shares reported with transaction code F?

The 10,750 RYTM shares with code F were withheld to pay withholding taxes upon restricted stock unit vesting. Instead of selling shares on the market, the issuer retained these shares at $108.99 per share to satisfy the tax liability tied to the equity compensation.

How do the CFO’s restricted stock units in RYTM vest over time?

The CFO’s restricted stock units vest in four equal annual installments of 25% each grant. Different awards vest on dates including February 9, 2023, and February 1 of 2024, 2025, 2026, 2027, 2028, and 2029, providing a structured, long-term equity incentive.

What does each restricted stock unit represent in this RYTM Form 4 filing?

Each restricted stock unit represents a contingent right to receive one share of RYTM common stock. When vesting conditions are met on specified dates, the units convert into common shares, subject to required tax withholding that may be satisfied by retaining a portion of those shares.

Does the RYTM CFO’s Form 4 indicate any open-market buying or selling of shares?

The Form 4 shows conversions of restricted stock units and share withholding for taxes, not open-market trades. Transaction code M reflects equity award conversions, while code F reflects issuer share withholding at $108.99 per share to cover tax obligations at the time of vesting.

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Form 4 Insider Transactions: What Each Field Means →

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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^*

Smith Hunter C

(Last)

(First)

(Middle)

C/O RHYTHM PHARMACEUTICALS, INC.

222 BERKELEY STREET, 12TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RHYTHM PHARMACEUTICALS, INC. [ RYTM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/01/2026		M		26,000	A	⁽¹⁾	142,915	D
Common Stock	02/01/2026		F⁽²⁾		10,750	D	$108.99	132,165	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	02/01/2026		M			4,062	⁽³⁾	⁽³⁾	Common Stock	4,062	$0	0	D
Restricted Stock Units	⁽¹⁾	02/01/2026		M			4,925	⁽⁴⁾	⁽⁴⁾	Common Stock	4,925	$0	4,925	D
Restricted Stock Units	⁽¹⁾	02/01/2026		M			6,600	⁽⁵⁾	⁽⁵⁾	Common Stock	6,600	$0	13,200	D
Restricted Stock Units	⁽¹⁾	02/01/2026		M			10,413	⁽⁶⁾	⁽⁶⁾	Common Stock	10,413	$0	31,237	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.

2. These shares were withheld for payment of the withholding taxes upon the vesting of the restricted stock units reported herein.

3. The restricted stock units vest as to 25% of the total shares on each of February 9, 2023, February 9, 2024, February 9, 2025 and February 1, 2026. The restricted stock units have no expiration date.

4. The restricted stock units vest as to 25% of the total shares on each of February 1, 2024, February 1, 2025, February 1, 2026 and February 1, 2027. The restricted stock units have no expiration date.

5. The restricted stock units vest as to 25% of the total shares on each of February 16, 2025, February 1, 2026, February 1, 2027 and February 1, 2028. The restricted stock units have no expiration date.

6. The restricted stock units vest as to 25% of the total shares on each of February 1, 2026, February 1, 2027, February 1, 2028 and February 1, 2029. The restricted stock units have no expiration date.

	/s/ Stephen Vander Stoep, attorney-in-fact for Hunter C. Smith	02/03/2026
	** 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.

Source: View Original Filing on SEC EDGAR