Pharmaceuticals, Inc. (NASDAQ: RYTM) CTO vests shares, withholds stock for taxes

Q: What did the RYTM Form 4 filing report for CTO Joseph Shulman?

The Form 4 reports CTO Joseph Shulman vesting 16,968 shares of common stock from restricted stock units on February 1, 2026 . It also details related tax withholding and his updated directly owned common share balance after these equity award events.

Q: How many RYTM shares vested for Joseph Shulman on February 1, 2026?

On February 1, 2026 , RSU awards converted into 16,968 shares of Rhythm Pharmaceuticals common stock for CTO Joseph Shulman . These shares came from multiple RSU grants, each unit representing a contingent right to receive one share of common stock when vesting conditions were met.

Q: How were taxes handled on Joseph Shulman’s vested RYTM shares?

To cover withholding taxes on the RSU vesting, 6,507 shares of common stock were withheld at $108.99 per share. This is recorded under transaction code F , indicating shares withheld specifically for tax obligations rather than an open-market sale for discretionary purposes.

Q: What restricted stock unit vesting schedules are disclosed for RYTM’s CTO?

The filing shows several RSU grants vesting in four annual 25% installments, with different schedules running from February 2023 and February 2024 through dates as late as February 1, 2029 . Each vested RSU delivers one share of the company’s common stock upon vesting.

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Pharmaceuticals, Inc. Chief Technical Officer Joseph Shulman reported the vesting of 16,968 shares of common stock on February 1, 2026 from multiple restricted stock unit (RSU) awards. Each RSU converts into one share of common stock.

To satisfy withholding taxes on this vesting, 6,507 shares were withheld at $108.99 per share. After these transactions, Shulman directly beneficially owned 18,970 shares of common stock and continues to hold additional RSUs that vest in stages through 2029.

Insider Trade Summary

16,968 shares exercised/converted

Mixed 6 txns

Insider Shulman Joseph

Role Chief Technical Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,656	$0.00	--
Exercise	Restricted Stock Units	3,937	$0.00	--
Exercise	Restricted Stock Units	4,125	$0.00	--
Exercise	Restricted Stock Units	6,250	$0.00	--
Exercise	Common Stock	16,968	$0.00	--
Tax Withholding	Common Stock	6,507	$108.99	$709K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 25,477 shares (Direct)

Footnotes (1)

Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. These shares were withheld for payment of the withholding taxes upon the vesting of the restricted stock units reported herein. The restricted stock units vest as to 25% of the total shares on each of February 9, 2023, February 9, 2024, February 9, 2025 and February 1, 2026. The restricted stock units have no expiration date. The restricted stock units vest as to 25% of the total shares on each of February 1, 2024, February 1, 2025, February 1, 2026 and February 1, 2027. The restricted stock units have no expiration date. The restricted stock units vest as to 25% of the total shares on each of February 16, 2025, February 1, 2026, February 1, 2027 and February 1, 2028. The restricted stock units have no expiration date. The restricted stock units vest as to 25% of the total shares on each of February 1, 2026, February 1, 2027, February 1, 2028 and February 1, 2029. The restricted stock units have no expiration date.

Form 4 Insider Transactions: What Each Field Means →

02/03/2026 - 04:35 PM

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^*

Shulman Joseph

(Last)

(First)

(Middle)

C/O RHYTHM PHARMACEUTICALS, INC.

222 BERKELEY STREET, 12TH FLOOR

(Street)

BOSTON

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 Technical Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/01/2026		M		16,968	A	⁽¹⁾	25,477	D
Common Stock	02/01/2026		F⁽²⁾		6,507	D	$108.99	18,970	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	02/01/2026		M			2,656	⁽³⁾	⁽³⁾	Common Stock	2,656	$0	0	D
Restricted Stock Units	⁽¹⁾	02/01/2026		M			3,937	⁽⁴⁾	⁽⁴⁾	Common Stock	3,937	$0	3,937	D
Restricted Stock Units	⁽¹⁾	02/01/2026		M			4,125	⁽⁵⁾	⁽⁵⁾	Common Stock	4,125	$0	8,250	D
Restricted Stock Units	⁽¹⁾	02/01/2026		M			6,250	⁽⁶⁾	⁽⁶⁾	Common Stock	6,250	$0	18,750	D

Explanation of Responses:

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

2. These shares were withheld for payment of the withholding taxes upon the vesting of the restricted stock units reported herein.

3. The restricted stock units vest as to 25% of the total shares on each of February 9, 2023, February 9, 2024, February 9, 2025 and February 1, 2026. The restricted stock units have no expiration date.

4. The restricted stock units vest as to 25% of the total shares on each of February 1, 2024, February 1, 2025, February 1, 2026 and February 1, 2027. The restricted stock units have no expiration date.

5. The restricted stock units vest as to 25% of the total shares on each of February 16, 2025, February 1, 2026, February 1, 2027 and February 1, 2028. The restricted stock units have no expiration date.

6. The restricted stock units vest as to 25% of the total shares on each of February 1, 2026, February 1, 2027, February 1, 2028 and February 1, 2029. The restricted stock units have no expiration date.

	/s/ Stephen Vander Stoep, attorney-in-fact for Joseph Shulman	02/03/2026
	** 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.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What did the RYTM Form 4 filing report for CTO Joseph Shulman?

The Form 4 reports CTO Joseph Shulman vesting 16,968 shares of common stock from restricted stock units on February 1, 2026. It also details related tax withholding and his updated directly owned common share balance after these equity award events.

How many RYTM shares vested for Joseph Shulman on February 1, 2026?

On February 1, 2026, RSU awards converted into 16,968 shares of Rhythm Pharmaceuticals common stock for CTO Joseph Shulman. These shares came from multiple RSU grants, each unit representing a contingent right to receive one share of common stock when vesting conditions were met.

How were taxes handled on Joseph Shulman’s vested RYTM shares?

To cover withholding taxes on the RSU vesting, 6,507 shares of common stock were withheld at $108.99 per share. This is recorded under transaction code F, indicating shares withheld specifically for tax obligations rather than an open-market sale for discretionary purposes.

How many RYTM common shares does Joseph Shulman hold after these transactions?

Following the vesting and tax withholding transactions, CTO Joseph Shulman directly beneficially owned 18,970 shares of Rhythm Pharmaceuticals common stock. This figure reflects his updated direct ownership after RSUs converted to shares and a portion of those shares was withheld to pay withholding taxes.

What restricted stock unit vesting schedules are disclosed for RYTM’s CTO?

The filing shows several RSU grants vesting in four annual 25% installments, with different schedules running from February 2023 and February 2024 through dates as late as February 1, 2029. Each vested RSU delivers one share of the company’s common stock upon vesting.

Does the Form 4 show remaining unvested RSUs for the RYTM CTO?

Yes. After the reported vesting events, the derivative table lists remaining restricted stock units with future vesting dates. These RSUs continue to vest in 25% annual increments under schedules extending to February 1, 2029, potentially delivering additional common shares over time.