Rhythm Pharma Form 4: Stuart Arbuckle Receives New Equity Awards

Rhea-AI Filing Summary

Form 4 overview: Rhythm Pharmaceuticals (RYTM) disclosed that director Stuart A. Arbuckle received new equity awards on 24 June 2025.

The filing records the grant of 7,037 stock options with a $63.66 exercise price, expiring 23 June 2035, and 4,712 restricted stock units (RSUs). Both awards fully vest on the earlier of 24 June 2026 or the day immediately before the 2026 annual stockholder meeting, provided the director remains on the board. No non-derivative common-stock transactions were reported, and the director now beneficially owns the full amount of these derivative securities.

This appears to be routine annual board compensation that aligns the director’s incentives with shareholders and carries minimal dilution, offering little direct impact on Rhythm’s near-term financial outlook.

Positive

• No insider selling; the director only received equity, indicating continued commitment.
• Long-term incentives via options expiring in 2035 and RSUs align board and shareholder interests.

Negative

• Minor dilution from 11,749 additional shares underlying the awards, though likely immaterial.

Insights

Corporate Governance Expert

TL;DR: Routine equity grant; neutral governance signal.

The Form 4 shows a standard annual equity award to a non-employee director. The absence of any disposals suggests no bearish insider view. The 10-year options at $63.66 and single-year cliff-vesting encourage long-term alignment without over-leveraging dilution risk; underlying shares total 11,749, an immaterial amount in most capital structures. Overall, the filing is informational rather than directional and should not materially influence valuation or risk assessments.

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).

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^*

Arbuckle Stuart A

(Last) (First) (Middle)

C/O RHYTHM PHARMACEUTICALS, INC.

222 BERKELEY STREET, 12TH FLOOR

(Street)

BOSTON MA 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

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

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
Stock Option (right to buy)	$63.66	06/24/2025		A		7,037		(1)	06/23/2035	Common Stock	7,037	$0	7,037	D
Restricted Stock Units	(2)	06/24/2025		A		4,712		(3)	(3)	Common Stock	4,712	$0	4,712	D

Explanation of Responses:

1. The options fully vest upon the earlier of (i) June 24, 2026 or (ii) the day immediately prior to the date of the Issuer's next annual meeting of the stockholders to be held in 2026, subject to the Reporting Person's continued service on such vesting date.

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

3. The restricted stock units fully vest upon the earlier of (i) June 24, 2026 or (ii) the day immediately prior to the date of the Issuer's next annual meeting of the stockholders to be held in 2026, subject to the Reporting Person's continued service on such vesting date. The restricted stock units have no expiration date.

	/s/ Stephen Vander Stoep, attorney-in-fact for Stuart A. Arbuckle	06/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Rhythm Pharmaceuticals (RYTM) file with the SEC on 26 June 2025?

Form 4 reporting changes in beneficial ownership by director Stuart A. Arbuckle.

How many stock options were granted to RYTM director Stuart Arbuckle?

He received 7,037 options.

What is the exercise price of the newly granted options?

The exercise price is $63.66 per share.

How many restricted stock units (RSUs) were awarded?

The director was granted 4,712 RSUs.

When will the options and RSUs vest?

Both awards fully vest on the earlier of 24 June 2026 or the day before the 2026 annual meeting, subject to continued service.

Did the Form 4 report any insider sales?

No; the filing shows only acquisitions and no dispositions of stock.