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  4. [Form 4] RHYTHM PHARMACEUTICALS, INC. Insider Trading Activity

Insider HR chief at Pharmaceuticals (NASDAQ: RYTM) vests 13,293 shares

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Pharmaceuticals, Inc. Chief Human Resources Officer Pamela J. Cramer reported equity compensation activity on February 1, 2026. She exercised restricted stock units into 13,293 shares of common stock and then had 4,731 shares of common stock withheld at $108.99 per share to cover tax obligations.

Following these transactions, she directly owned 29,376 shares of common stock. Several restricted stock unit awards continue to vest in 25% increments on specified dates from February 2026 through February 2029, each unit representing a right to receive one share of common stock.

Positive

  • None.

Negative

  • None.
Insider Cramer Pamela J.
Role Chief Human Resources Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 2,343 $0.00 --
Exercise Restricted Stock Units 2,650 $0.00 --
Exercise Restricted Stock Units 3,300 $0.00 --
Exercise Restricted Stock Units 5,000 $0.00 --
Exercise Common Stock 13,293 $0.00 --
Tax Withholding Common Stock 4,731 $108.99 $516K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 34,107 shares (Direct)
Footnotes (1)
  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 →
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*
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)
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)
Code V Amount (A) or (D) Price
Common Stock 02/01/2026 M 13,293 A (1) 34,107 D
Common Stock 02/01/2026 F(2) 4,731 D $108.99 29,376 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) 02/01/2026 M 2,343 (3) (3) Common Stock 2,343 $0 0 D
Restricted Stock Units (1) 02/01/2026 M 2,650 (4) (4) Common Stock 2,650 $0 2,650 D
Restricted Stock Units (1) 02/01/2026 M 3,300 (5) (5) Common Stock 3,300 $0 6,600 D
Restricted Stock Units (1) 02/01/2026 M 5,000 (6) (6) Common Stock 5,000 $0 15,000 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 Pamela J. Cramer 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 insider transaction did RYTM officer Pamela J. Cramer report?

Pamela J. Cramer, Chief Human Resources Officer, reported exercising restricted stock units into 13,293 common shares on February 1, 2026. She then had 4,731 common shares withheld at $108.99 per share to satisfy tax withholding, leaving her with 29,376 directly owned common shares afterward.

How many RYTM shares does Pamela J. Cramer own after the February 1, 2026 Form 4?

After the reported transactions on February 1, 2026, Pamela J. Cramer directly owns 29,376 shares of Pharmaceuticals, Inc. common stock. This figure reflects both the 13,293 shares issued from vested restricted stock units and the 4,731 shares withheld to cover tax obligations associated with that vesting.

Why were 4,731 RYTM shares withheld in Pamela J. Cramer’s Form 4 filing?

The 4,731 common shares were withheld to pay withholding taxes due upon vesting of the restricted stock units. The filing notes these shares were retained at a price of $108.99 per share, allowing taxes to be satisfied without requiring a separate cash payment from the reporting officer.

What are the vesting terms of Pamela J. Cramer’s restricted stock units at RYTM?

Her restricted stock units vest in 25% installments across multiple schedules, with key dates including February 9, 2023–2025, February 1, 2024–2029, and February 16, 2025. Each unit converts into one share of common stock upon vesting and the awards have no expiration date.

What does transaction code “M” mean in Pamela J. Cramer’s RYTM Form 4?

Transaction code “M” indicates the exercise or conversion of derivative securities, here restricted stock units, into common stock. On February 1, 2026, several RSU awards converted into an aggregate 13,293 common shares as part of scheduled vesting under her compensation agreements.

Is Pamela J. Cramer’s February 1, 2026 RYTM transaction a market sale?

The filing shows RSU conversions and tax withholding, not an open-market sale by the officer. Shares were issued at $0 exercise price from restricted stock units, and 4,731 shares were withheld at $108.99 solely to cover tax obligations tied to the vesting event.