Rhythm Pharmaceuticals (NASDAQ: RYTM) controller reports RSU vesting and tax share withholding

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Rhythm Pharmaceuticals, Inc. Corporate Controller & CAO Christopher Paul German reported routine equity compensation activity on February 1, 2026. A total of 3,613 shares of common stock were acquired upon the vesting and settlement of restricted stock units at an exercise price of $0.

The company then withheld 1,138 shares at a price of $108.99 to cover tax obligations tied to this vesting. After these transactions, German directly owned 3,433 shares of common stock, including 36 shares previously purchased through the employee stock purchase plan, plus ongoing holdings of restricted stock units that vest in annual 25% installments through 2029.

Insider Trade Summary

3,613 shares exercised/converted

Mixed 4 txns

Insider German Christopher Paul

Role Corporate Controller & CAO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,806	$0.00	--
Exercise	Restricted Stock Units	1,807	$0.00	--
Exercise	Common Stock	3,613	$0.00	--
Tax Withholding	Common Stock	1,138	$108.99	$124K

Holdings After Transaction: Restricted Stock Units — 3,612 shares (Direct); Common Stock — 4,571 shares (Direct)

Footnotes (1)

Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. Includes 36 shares of Common Stock purchased pursuant to the Rhythm Pharmaceuticals, Inc. Employee Stock Purchase Plan. 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 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 - 04:32 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

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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^*

German Christopher Paul

(Last)

(First)

(Middle)

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)
	Corporate Controller & CAO

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		3,613	A	⁽¹⁾	4,571⁽²⁾	D
Common Stock	02/01/2026		F⁽³⁾		1,138	D	$108.99	3,433	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			1,806	⁽⁴⁾	⁽⁴⁾	Common Stock	1,806	$0	3,612	D
Restricted Stock Units	⁽¹⁾	02/01/2026		M			1,807	⁽⁵⁾	⁽⁵⁾	Common Stock	1,807	$0	5,418	D

Explanation of Responses:

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

2. Includes 36 shares of Common Stock purchased pursuant to the Rhythm Pharmaceuticals, Inc. Employee Stock Purchase Plan.

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

4. 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.

5. 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 Christopher Paul German	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.
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Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did RYTM’s Christopher Paul German report on February 1, 2026?

Christopher Paul German reported vesting of restricted stock units that delivered 3,613 Rhythm Pharmaceuticals common shares, followed by withholding of 1,138 shares for taxes. These routine equity compensation events are coded as “M” and “F” transactions on the Form 4 filing.

How many Rhythm Pharmaceuticals (RYTM) shares does Christopher Paul German own after this Form 4?

After the reported transactions, Christopher Paul German directly owns 3,433 shares of Rhythm Pharmaceuticals common stock. This total includes 36 shares acquired through the company’s employee stock purchase plan, as noted in the Form 4 footnotes and ownership table.

Why were 1,138 RYTM shares withheld in Christopher Paul German’s Form 4 filing?

The Form 4 states that 1,138 Rhythm Pharmaceuticals shares were withheld to pay withholding taxes due upon the vesting of restricted stock units. This is a common method companies use to satisfy tax obligations without requiring cash from the employee.

What do the restricted stock units in the RYTM Form 4 represent?

Each restricted stock unit represents a contingent right to receive one share of Rhythm Pharmaceuticals common stock. They convert into shares as they vest over time, according to the schedules described in the Form 4 footnotes for the specific award grants.

What are the vesting schedules for Christopher Paul German’s RYTM restricted stock units?

One restricted stock unit grant vests 25% on February 16, 2025 and then on February 1 of 2026, 2027, and 2028. A second grant vests 25% on February 1 of 2026, 2027, 2028, and 2029. Both grants have no stated expiration date.

What position does Christopher Paul German hold at Rhythm Pharmaceuticals (RYTM)?

Christopher Paul German is identified as an officer of Rhythm Pharmaceuticals, serving as Corporate Controller & Chief Accounting Officer. His status is disclosed in the relationship section of the Form 4, confirming he is not a director or 10% beneficial owner.