Rhythm Pharmaceuticals (RYTM) Form 4: Insider Sells 1,500 Shares via 10b5-1

Rhea-AI Filing Summary

Christopher Paul German, Corporate Controller & CAO of Rhythm Pharmaceuticals (RYTM), reported buy and sell transactions on 08/12/2025. The Form 4 shows acquisitions of 1,000 shares at $17.97 and 500 shares at $49.23, and a sale of 1,500 shares at $95. Following these transactions, the reporting person beneficially owned 922 shares. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted March 11, 2025. The filing also discloses outstanding stock options: 1,000 options (exercise price $17.97) exercisable beginning 04/03/2033 and 500 options (exercise price $49.23) exercisable beginning 02/15/2034, with detailed vesting schedules provided.

Positive

• Sale executed under a Rule 10b5-1 trading plan, indicating a pre-established plan intended to reduce insider trading risk
• Detailed option grant and vesting schedules disclosed, improving transparency around future potential exercises

Negative

• Net beneficial ownership decreased to 922 shares after the sale of 1,500 shares at $95
• Reported transactions include sales and purchases on the same date, which may complicate simple interpretations of insider sentiment

Insights

Securities Analyst

TL;DR: Insider executed both purchases and a plan sale; net beneficial ownership decreased to 922 shares after a Rule 10b5-1 sale.

The transactions are a mix of market purchases and a pre-established sale under a 10b5-1 plan. The sale of 1,500 shares at $95 reduced reported holdings to 922 shares despite contemporaneous acquisitions at lower prices. The filing separately details outstanding stock options with specific grant dates, exercise prices, and vesting schedules, which are relevant for potential future insider-aligned activity or dilution.

Corporate Governance Expert

TL;DR: Use of a documented 10b5-1 plan and clear option disclosures reflect compliance with insider trading rules.

The Form 4 clearly states the sale was made pursuant to a 10b5-1 trading plan adopted March 11, 2025, which provides an affirmative defense to allegations of trading on material nonpublic information. The filing includes explicit option grant and vesting details, aiding transparency regarding the reporting person’s potential future exercises and timing of insider liquidity.

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).

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^*

German Christopher Paul

(Last) (First) (Middle)

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)
	Corporate Controller & CAO

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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	08/12/2025		M		1,000	A	$17.97	1,922	D
Common Stock	08/12/2025		M		500	A	$49.23	1,422	D
Common Stock	08/12/2025		S(1)		1,500	D	$95	922	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
Stock Options (Right to Buy)	$17.97	08/12/2025		M			1,000	(2)	04/03/2033	Common Stock	1,000	$0	5,231	D
Stock Options (Right to Buy)	$49.23	08/12/2025		M			500	(3)	02/15/2034	Common Stock	500	$0	4,050	D

Explanation of Responses:

1. The sale reported in the Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 11, 2025.

2. The stock options were granted on April 4, 2023. The options vest and become exercisable as to 25% of the total shares on March 20, 2024 and, thereafter, as to the remaining 75% of the total shares in twelve equal quarterly installments of 6.25% beginning June 20, 2024 and ending March 20, 2027, subject to the Reporting Person's continued service on each such vesting date.

3. The stock options were granted on February 16, 2024. The options vest and become exercisable in 16 substantially equal installments upon the Reporting Person's completion of each three full months of successive service to the Issuer following the grant date.

	/s/ Stephen Vander Stoep, attorney-in-fact for Christopher Paul German	08/14/2025
	** 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 transactions did RYTM insider Christopher Paul German report on 08/12/2025?

He acquired 1,000 shares at $17.97 and 500 shares at $49.23, and sold 1,500 shares at $95. These transactions were reported on the Form 4.

Was the sale by the RYTM insider part of a 10b5-1 trading plan?

Yes. The sale of 1,500 shares was effected pursuant to a Rule 10b5-1 trading plan adopted March 11, 2025.

How many RYTM shares does the reporting person own after these transactions?

922 shares beneficially owned following the reported transactions.

What stock options does the RYTM insider hold according to the Form 4?

1,000 options exercisable at $17.97 (grant April 4, 2023) and 500 options exercisable at $49.23 (grant February 16, 2024), with specified vesting schedules.

Who signed the Form 4 for the reporting person?

Stephen Vander Stoep, attorney-in-fact for Christopher Paul German, signed the Form 4 on 08/14/2025.