Rhythm Pharma Insider Boosts Stake to 7K Shares After RSU Vest

Rhea-AI Filing Summary

Rhythm Pharmaceuticals, Inc. (RYTM) – Form 4 insider filing dated 06/23/2025

Director David W. J. McGirr reported the vesting and settlement of 4,000 Restricted Stock Units (RSUs) on June 18, 2025 (Transaction Code M). Each RSU converted into one share of common stock at an exercise price of $0.00, resulting in the direct acquisition of 4,000 shares. Following the transaction, McGirr’s direct beneficial ownership in Rhythm Pharmaceuticals increased to 7,000 common shares. The filing shows no open-market purchase or sale and leaves McGirr with no remaining derivative securities tied to this award.

The RSUs fully vested on the same date and carry no expiration. Because the transaction reflects routine equity compensation rather than discretionary share purchases or sales, the economic impact on Rhythm Pharmaceuticals is limited, but it modestly aligns the director’s incentives with shareholder interests.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; director now holds 7k shares—limited market impact.

The Form 4 documents a standard equity-compensation event. A director converted 4,000 vested RSUs into common stock at no cost, raising his direct holdings to 7,000 shares. There was no cash outflow by the company and no open-market activity, so supply-demand dynamics for RYTM stock remain unchanged. While incremental insider ownership can be viewed positively, the size (<1 % of average daily volume) is immaterial to valuation or liquidity. I therefore classify the disclosure as neutral for investors.

Corporate Governance Expert

TL;DR: Standard compensation settlement; supports alignment but not materially impactful.

RSU settlements are expected components of director pay. The absence of sales indicates the director retained the shares, which is generally viewed as favorable for alignment. However, with only 7,000 shares post-transaction, ownership remains modest relative to the company’s float and thus offers limited governance signal. No red flags or compliance issues are evident; filing timeliness meets Section 16 requirements. Overall effect is governance-positive but financially negligible.

Insider Trade Summary

4,000 shares exercised/converted

Mixed 2 txns

Insider MCGIRR DAVID W J

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	4,000	$0.00	--
Exercise	Common Stock	4,000	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 7,000 shares (Direct)

Footnotes (1)

1. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. The restricted stock units fully vested on June 18, 2025. The restricted stock units have no expiration date.

Form 4 Insider Transactions: What Each Field Means →

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^*

MCGIRR DAVID W J

(Last) (First) (Middle)

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)
06/18/2025

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

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	(2)	(2)	Common Stock	4,000	$0.00	0	D

Explanation of Responses:

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

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

	/s/ Stephen Vander Stoep, attorney-in-fact for David W.J. McGirr	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.
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.

FAQ

What insider activity did RYTM report on Form 4 dated June 23 2025?

Director David W. J. McGirr converted 4,000 RSUs into common stock on June 18 2025.

How many Rhythm Pharmaceuticals shares does David McGirr own after the transaction?

He now directly owns 7,000 common shares of RYTM.

Was the transaction a purchase or a sale of RYTM stock?

It was an acquisition via RSU vesting; no shares were sold.

Did the RSUs have an exercise price or expiration date?

The RSUs vested at $0.00 exercise price and have no expiration date.

Does this Form 4 imply any immediate financial impact on Rhythm Pharmaceuticals?

No material impact; it is a routine compensation settlement with no cash effect on the company.