Rhythm Pharma Insider Mathers Converts RSUs, Ups Direct Stake to 7,000

Rhea-AI Filing Summary

Form 4 Overview – Rhythm Pharmaceuticals, Inc. (RYTM)

On 23 June 2025, Rhythm Pharmaceuticals filed a Form 4 disclosing that director Edward T. Mathers acquired common shares through the conversion of vested restricted stock units (RSUs).

• Transaction date: 18 June 2025
• Transaction code: M (exercise/settlement of derivative security)
• Securities acquired: 4,000 shares of common stock, delivered against 4,000 fully-vested RSUs
• Exercise price: $0 (RSU settlement, no cash paid)

Following the settlement, Mathers’ beneficial ownership is reported as 7,000 shares held directly and 5,771 shares held indirectly through the Edward Timothy Mathers Revocable Trust. The filing notes that the reporting person disclaims beneficial ownership of any trust-held shares in which he has no pecuniary interest.

No open-market purchases or sales were executed; the filing solely reflects an equity award vesting. All RSUs reported in Table II have now been converted and zero derivative securities remain outstanding under this specific grant.

For investors, the key takeaway is that a board member’s direct equity stake increased, albeit through a scheduled award rather than discretionary buying. While this does not inject fresh capital into the company, it modestly aligns the director’s incentives with shareholders and removes an overhang of unvested awards.

Positive

• Director’s direct ownership increased by 4,000 shares, reflecting continued equity alignment with shareholders
• No shares were sold, eliminating potential near-term selling pressure

Negative

• None.

Insights

Securities Analyst

TL;DR: Director converted 4k RSUs into stock; ownership now 7k direct, 5.8k indirect—routine, neutral impact.

The transaction is a mechanical settlement of previously granted RSUs at a zero exercise price. It increases Mathers’ direct stake but does not represent a cash purchase in the open market, therefore offering limited signalling value. No shares were sold, eliminating any immediate supply pressure. Given Rhythm’s 56 million-share base (per last 10-Q, not referenced here), the 4,000-share increment is immaterial. I view the disclosure as administratively necessary and strategically neutral.

Corporate Governance Expert

TL;DR: RSU vesting aligns incentives; governance neutral-to-positive, financially immaterial.

Vesting on schedule suggests the company is following its long-term incentive plan without amendments or accelerations. The director retains the shares, which marginally tightens alignment with public shareholders. However, the absence of an open-market purchase tempers any strong positive governance signal. From a policy standpoint, no red flags emerge.

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).

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^*

Mathers Edward T

(Last) (First) (Middle)

104 5TH AVE

(Street)

NEW YORK NY 10011

(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)
06/18/2025

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	06/18/2025		M		4,000	A	(1)	7,000	D
Common Stock								5,771	I	See Note 2(2)

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
Restricted Stock Units	(1)	06/18/2025		M			4,000	(3)	(3)	Common Stock	4,000	$0	0	D

Explanation of Responses:

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

2. The Reporting Person is the trustee of the Edward Timothy Mathers Revocable Trust (the "Mathers Trust"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by the Mathers Trust in which the Reporting Person has no pecuniary interest.

3. The restricted stock units fully vested on June 18, 2025. The restricted stock units have no expiration date.

	/s/ Zachary Bambach, attorney-in-fact	06/23/2025
	** 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.
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FAQ

How many Rhythm Pharmaceuticals (RYTM) shares did Edward T. Mathers acquire?

He acquired 4,000 common shares through RSU conversion.

What is the new total of Mathers’ direct RYTM share ownership?

After the transaction, he directly owns 7,000 shares.

Were any RYTM shares sold in this Form 4 filing?

No. The filing reports only an acquisition via RSU vesting; no sales occurred.

When did the RSUs vest for Edward T. Mathers?

The RSUs fully vested on 18 June 2025.

Does Mathers hold additional RYTM shares indirectly?

Yes, 5,771 shares are held indirectly via the Edward Timothy Mathers Revocable Trust.