[Form 4] Rhythm Pharmaceuticals, Inc. Insider Trading Activity

Form 4 shows Rhythm Pharmaceuticals (RYTM) Chief Human Resources Officer Pamela J. Cramer had two Section 16 transactions.

Rhea-AI Filing Summary

Form 4 shows Rhythm Pharmaceuticals (RYTM) Chief Human Resources Officer Pamela J. Cramer had two Section 16 transactions.

• 07/26/25 – Code M: 3,125 restricted stock units vested and were converted into common shares. No cash price is listed; RSUs convert 1-for-1.
• 07/29/25 – Code S: 1,520 shares sold at $85.93 per share ($130,614 gross proceeds). The sale was executed under a pre-arranged Rule 10b5-1 plan to cover tax withholdings.

After these transactions, Cramer’s direct ownership increased by a net 1,605 shares to 20,814 shares. The related RSU grant, originally 12,500 units, is now fully vested (25% annually from 2022-2025). No derivative securities remain outstanding.

The activities appear routine for tax-coverage and compensation purposes and represent an immaterial fraction of RYTM’s float, limiting market impact.

Insights

Financial Analyst

TL;DR: Routine RSU vesting; small tax-related sale—neutral signal for RYTM investors.

The filing shows standard executive compensation mechanics. Cramer allowed 3,125 RSUs to settle, then sold 1,520 shares (≈49% of the new shares) at $85.93 under a 10b5-1 plan. Net ownership rose 8% to 20,814 shares, indicating she retains a majority of her vested equity. Transaction value is negligible relative to RYTM’s ~$5 bn market cap, so liquidity and ownership structure are essentially unchanged. Because the sale was pre-scheduled and tied to withholding, it carries minimal informational content about management’s outlook. Overall impact to share valuation or sentiment is neutral.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Cramer Pamela J.

Role Chief Human Resources Officer

Sold 1,520 shs ($131K)

Approx. gross sale proceeds $131K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Common Stock	1,520	$85.93	$131K
Exercise	Restricted Stock Units	3,125	$0.00	$0.00
Exercise	Common Stock	3,125	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 20,814 shares (Direct)

Footnotes (3)

1. F1. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.
2. F2. The sale reported in the Form 4 was effected pursuant to a Rule 10b5-1 instruction adopted prior to February 27, 2023 solely with the intent to cover withholding taxes in connection with the vesting of certain previously reported restricted stock units.
3. F3. The restricted stock units vest as to 25% of the total shares on each of July 26, 2022, July 26, 2023, July 26, 2024 and July 26, 2025. The restricted stock units have no expiration date.

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Accepted by SEC EDGAR 07/29/2025 - 06:56 PM Learn about SEC filing dates

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).

1. Name and Address of Reporting Person^*

Cramer Pamela J.

(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 Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/26/2025

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	07/26/2025		M		3,125	A	(1)	22,334	D
Common Stock	07/29/2025		S(2)		1,520	D	$85.93	20,814	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)	07/26/2025		M			3,125	(3)	(3)	Common Stock	3,125	$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 sale reported in the Form 4 was effected pursuant to a Rule 10b5-1 instruction adopted prior to February 27, 2023 solely with the intent to cover withholding taxes in connection with the vesting of certain previously reported restricted stock units.

3. The restricted stock units vest as to 25% of the total shares on each of July 26, 2022, July 26, 2023, July 26, 2024 and July 26, 2025. The restricted stock units have no expiration date.

	/s/ Stephen Vander Stoep, attorney-in-fact for Pamela J. Cramer	07/29/2025
	** 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.