Rhythm Pharmaceuticals (RYTM) director reports trust share distribution

Rhea-AI Filing Summary

Rhythm Pharmaceuticals director Edward T. Mathers reported an other type of insider transaction involving common stock. On March 2, 2026, NEA Partners 13, L.P. made a pro rata, no‑consideration distribution of Rhythm shares to its limited partners, and the Edward Timothy Mathers Revocable Trust received 4,198 shares. Mathers is trustee of this trust, which held 9,969 Rhythm shares indirectly after the transaction, while he also held 7,000 shares directly. He disclaims beneficial ownership of any portion of the trust’s holdings in which he has no pecuniary interest.

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

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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^*

Mathers Edward T

(Last) (First) (Middle)

104 5TH AVE

19TH FLOOR

(Street)

NEW YORK NY 10011

(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)
03/02/2026

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	03/02/2026		J(1)		4,198	A	$0.00	9,969	I	See Note 2(2)
Common Stock								7,000	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

Explanation of Responses:

1. NEA Partners 13, L.P. ("NEA Partners 13") made a pro rata distribution for no consideration of shares of Common Stock of the Issuer to its limited partners on March 2, 2026. The Edward Timothy Mathers Revocable Trust (the "Mathers Trust") received 4,198 shares of Common Stock of the Issuer in the distribution by NEA Partners 13 on March 2, 2026.

2. The Reporting Person is the trustee of the Mathers Trust, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by the Mathers Trust in which the Reporting Person has no pecuniary interest.

	/s/ Zachary Bambach, attorney-in-fact	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Rhythm Pharmaceuticals (RYTM) report for Edward T. Mathers?

Rhythm Pharmaceuticals reported an other-type insider transaction for director Edward T. Mathers. A pro rata, no‑consideration distribution moved 4,198 common shares to the Edward Timothy Mathers Revocable Trust, rather than an open-market buy or sell.

How many Rhythm Pharmaceuticals (RYTM) shares did the Mathers Trust receive?

The Edward Timothy Mathers Revocable Trust received 4,198 Rhythm Pharmaceuticals common shares. These shares came from a pro rata distribution by NEA Partners 13, L.P. to its limited partners on March 2, 2026, rather than through a purchase or sale.

What are Edward T. Mathers’ indirect and direct RHYTHM PHARMACEUTICALS (RYTM) holdings after the transaction?

After the transaction, the Mathers Trust indirectly held 9,969 Rhythm Pharmaceuticals shares, while Edward T. Mathers directly held 7,000 shares. The trust is the direct beneficial owner, and Mathers reports these holdings in his capacity as trustee.

What is NEA Partners 13, L.P.’s role in the Rhythm Pharmaceuticals (RYTM) Form 4?

NEA Partners 13, L.P. made a pro rata distribution of Rhythm Pharmaceuticals common stock to its limited partners. As part of this March 2, 2026 distribution for no consideration, the Edward Timothy Mathers Revocable Trust received 4,198 Rhythm shares.

Does Edward T. Mathers claim full beneficial ownership of the Rhythm Pharmaceuticals (RYTM) shares held by the trust?

No. Edward T. Mathers, as trustee of the Edward Timothy Mathers Revocable Trust, disclaims beneficial ownership of any portion of the trust’s Rhythm Pharmaceuticals shares in which he has no pecuniary interest, under Section 16 of the Exchange Act.

What transaction code was used in the Rhythm Pharmaceuticals (RYTM) Form 4 for Mathers’ trust?

The Form 4 uses transaction code J for the trust’s Rhythm Pharmaceuticals shares. Code J denotes an other acquisition or disposition, here reflecting the pro rata distribution rather than a standard open‑market purchase or sale transaction.