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

CEO David Meeker (RYTM) logs RSU vesting and tax share withholding

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

Rhea-AI Filing Summary

Pharmaceuticals, Inc. President and CEO David P. Meeker reported equity award activity on February 1, 2026. A total of 68,713 shares of common stock were acquired through the vesting and settlement (code M) of previously granted restricted stock units, increasing his directly held common shares to 270,538 before tax withholding.

On the same date, 31,522 shares of common stock were withheld at $108.99 per share (code F) to cover withholding taxes related to the vesting, leaving Meeker with 239,016 directly owned common shares. Multiple restricted stock unit awards converted into common stock, and the filing notes that each unit represents the right to receive one share of common stock and that these units vest in four equal annual installments with no expiration date.

Positive

  • None.

Negative

  • None.
Insider Meeker David P
Role President and CEO
Type Security Shares Price Value
Exercise Restricted Stock Units 14,125 $0.00 --
Exercise Restricted Stock Units 21,250 $0.00 --
Exercise Restricted Stock Units 33,338 $0.00 --
Exercise Common Stock 68,713 $0.00 --
Tax Withholding Common Stock 31,522 $108.99 $3.44M
Holdings After Transaction: Restricted Stock Units — 14,125 shares (Direct); Common Stock — 270,538 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 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*
Meeker David P
(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
X Officer (give title below) Other (specify below)
President and CEO
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 68,713 A (1) 270,538 D
Common Stock 02/01/2026 F(2) 31,522 D $108.99 239,016 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 14,125 (3) (3) Common Stock 14,125 $0 14,125 D
Restricted Stock Units (1) 02/01/2026 M 21,250 (4) (4) Common Stock 21,250 $0 42,500 D
Restricted Stock Units (1) 02/01/2026 M 33,338 (5) (5) Common Stock 33,338 $0 100,012 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 1, 2024, February 1, 2025, February 1, 2026 and February 1, 2027. 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 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 David Meeker 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's President and CEO report?

David P. Meeker, President and CEO of Pharmaceuticals, Inc. (RYTM), reported equity award vesting on February 1, 2026. Restricted stock units converted into 68,713 shares of common stock, reflecting scheduled compensation rather than an open-market purchase.

How many RYTM common shares did the CEO acquire and hold after the Form 4?

The CEO acquired 68,713 shares of RYTM common stock through restricted stock unit vesting. This increased his directly held stake to 270,538 shares before tax withholding and 239,016 shares after shares were withheld to satisfy tax obligations.

Why were 31,522 RYTM shares reported as a disposition on this Form 4?

The Form 4 shows 31,522 RYTM shares as a disposition coded F. Footnotes explain these shares were withheld to pay withholding taxes triggered by restricted stock unit vesting, rather than sold in an open-market transaction.

What do the restricted stock units in this RYTM filing represent?

Each restricted stock unit in the RYTM filing represents a contingent right to receive one share of issuer common stock. As units vest on specified dates, they settle into common shares, which are then reported as acquisitions on the Form 4.

How many restricted stock units did the RYTM CEO report holding after these transactions?

After the reported vesting transactions, the CEO held 14,125, 42,500, and 100,012 restricted stock units from three separate awards. These units continue to vest in 25% annual installments on scheduled February dates and have no expiration date.

How do the vesting schedules work for the RYTM restricted stock units?

The RYTM restricted stock units vest in four equal 25% tranches on specified annual dates between 2024 and 2029, depending on the grant. As each tranche vests, it converts into an equivalent number of common shares for the CEO.