Rhythm Pharma Insider Grant: 11,749 Shares Potential via Options & RSUs

Rhea-AI Filing Summary

Rhythm Pharmaceuticals, Inc. (NASDAQ: RYTM) – Form 4 insider filing dated 26 June 2025

Director David W. J. McGirr reported the receipt of two new equity grants on 24 June 2025:

• 7,037 non-qualified stock options with an exercise price of $63.66, expiring 23 June 2035. The options vest in full on the earlier of 24 June 2026 or the day before the company’s 2026 annual shareholder meeting, subject to continued board service.
• 4,712 restricted stock units (RSUs), each convertible into one share of common stock, subject to the same vesting schedule as the options. RSUs have no expiration date.

Both transactions were coded “A” (acquired) and were reported as direct holdings. No shares were sold or otherwise disposed of, and no Rule 10b5-1 trading plan was indicated.

Following the grants, McGirr’s directly held derivative interests consist of 7,037 options and 4,712 RSUs. The filing does not disclose his current ownership of fully vested common shares, and there were no cash proceeds to the insider or the company at grant.

Investment view: The activity reflects routine annual director compensation. While insider equity awards can strengthen alignment between directors and shareholders, the aggregate 11,749 potential shares represent an immaterial fraction of Rhythm’s outstanding share count and pose only minimal future dilution. The absence of open-market purchases means there is no immediate demand signal for the stock.

Insights

Securities Analyst

TL;DR: Routine director option & RSU grants; no buys or sells; negligible dilution—overall neutral.

The Form 4 shows standard board compensation rather than discretionary insider buying. With 7,037 options at $63.66 and 4,712 RSUs vesting in one year, McGirr’s award size is modest versus Rhythm’s ~54 million outstanding shares, implying dilution well below 0.03%. Because the options are granted at-the-money, there is no immediate intrinsic value and no cash flow impact. The single-year vesting provides near-term alignment but does not materially alter insider ownership trends. No red flags (e.g., accelerated selling or plan adoptions) emerge. Investors should view the filing as administratively neutral.

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)

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

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

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
Stock Option (right to buy)	$63.66	06/24/2025		A		7,037		(1)	06/23/2035	Common Stock	7,037	$0	7,037	D
Restricted Stock Units	(2)	06/24/2025		A		4,712		(3)	(3)	Common Stock	4,712	$0	4,712	D

Explanation of Responses:

1. The options fully vest upon the earlier of (i) June 24, 2026 or (ii) the day immediately prior to the date of the Issuer's next annual meeting of the stockholders to be held in 2026, subject to the Reporting Person's continued service on such vesting date.

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

3. The restricted stock units fully vest upon the earlier of (i) June 24, 2026 or (ii) the day immediately prior to the date of the Issuer's next annual meeting of the stockholders to be held in 2026, subject to the Reporting Person's continued service on such vesting date. The restricted stock units have no expiration date.

	/s/ Stephen Vander Stoep, attorney-in-fact for David W.J. McGirr	06/26/2025
	** 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 equity awards did RYTM Director David W. J. McGirr receive on 24 June 2025?

He was granted 7,037 stock options at $63.66 and 4,712 RSUs, both vesting by 24 June 2026 or before the 2026 annual meeting.

Did the Form 4 report any insider sales of Rhythm Pharmaceuticals stock?

No. The filing only shows acquisitions of options and RSUs; there were no dispositions of shares.

When do the newly granted RYTM options to McGirr expire?

The options expire on 23 June 2035, giving a 10-year exercise window.

Is the insider grant tied to a Rule 10b5-1 trading plan?

The filing does not check the 10b5-1 box, indicating the awards were not made under such a plan.

How much potential dilution could result from these new awards?

Combined, the 11,749 shares represent less than 0.03% of Rhythm’s ~54 million shares outstanding—considered immaterial.