Biopharma (RYTM) CFO makes multiple stock sales under 10b5-1 plan

Rhea-AI Filing Summary

The Chief Financial Officer of a biopharmaceutical issuer filed a Form 4 showing open-market sales of common stock on February 4–5, 2026. On February 4, the officer sold 1,500 shares at a weighted average price of $104.7434, 1,000 shares at $106.604, and 747 shares at $107.6654. On February 5, the officer sold an additional 3,381 shares at $106.063.

After these transactions, the officer directly beneficially owned 125,537 shares of common stock. The filing notes that the sales were executed under a pre-arranged Rule 10b5-1 trading plan adopted on February 28, 2025, and that each reported price is a weighted average for multiple trades within the stated price ranges.

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).

X

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/04/2026		S(1)		1,500	D	$104.7434(2)	130,665	D
Common Stock	02/04/2026		S(1)		1,000	D	$106.604(3)	129,665	D
Common Stock	02/04/2026		S(1)		747	D	$107.6654(4)	128,918	D
Common Stock	02/05/2026		S(1)		3,381	D	$106.063	125,537	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

Explanation of Responses:

1. The sale reported in the Form 4 was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on February 28, 2025.

2. The price reported in Column 4 is a weighted average price. The securities were sold in multiple transactions at prices ranging from $104.34 to $104.99 per common stock. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. The securities were sold in multiple transactions at prices ranging from $106.31 to $107.15 per common stock. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. The securities were sold in multiple transactions at prices ranging from $107.32 to $108.08 per common stock. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

	/s/ Stephen Vander Stoep, attorney-in-fact for Hunter C. Smith	02/06/2026
	** 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.
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FAQ

What insider transactions did RYTM’s CFO report on this Form 4?

The CFO reported multiple open-market sales of common stock over two days. On February 4, 2026, the officer sold 1,500, 1,000, and 747 shares. On February 5, 2026, an additional 3,381 shares were sold, all reported at weighted average prices.

At what prices did the RYTM CFO sell shares according to the Form 4?

The reported prices are weighted averages for grouped trades. The sales were recorded at $104.7434, $106.604, and $107.6654 per share on February 4, 2026, and at $106.063 per share on February 5, 2026, each reflecting multiple executions within stated price ranges.

How many RYTM shares does the CFO still own after these sales?

Following the reported transactions, the CFO directly beneficially owned 125,537 common shares. This figure reflects ownership after the February 5, 2026 sale, as disclosed in the Form 4 table listing the amount of securities beneficially owned following the reported transaction.

Were the RYTM CFO’s stock sales made under a Rule 10b5-1 trading plan?

Yes, the sales were executed pursuant to a Rule 10b5-1 trading plan. A footnote explains that the plan was adopted by the reporting person on February 28, 2025, and the February 2026 transactions were carried out under that pre-arranged plan.

What do the weighted average prices mean in the RYTM Form 4 filing?

The weighted average prices aggregate multiple trades into a single reported figure. Footnotes state that each reported price reflects many transactions within specified price ranges, and detailed trade-by-trade information is available on request from the issuer, any security holder, or the SEC staff.

Does the RYTM Form 4 indicate whether the CFO’s ownership is direct or indirect?

The reported holdings are shown as directly owned. In the non-derivative securities table, the ownership form column is marked “D” for direct, and there is no nature-of-ownership description suggesting indirect holdings through another entity or account.