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

EVP at Pharmaceuticals, Inc. (NASDAQ: RYTM) reports RSU vesting and tax share withholding

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

Rhea-AI Filing Summary

Pharmaceuticals, Inc.’s EVP and Head of North America, Jennifer Kayden Lee, reported routine equity activity on February 1, 2026. Restricted stock units converted into 22,612 shares of common stock, increasing her directly held stake before tax withholding.

To cover withholding taxes on the vesting, 9,237 common shares were withheld at $108.99 per share, leaving her with 19,233 shares of common stock held directly after the transactions. Several restricted stock unit awards continue to vest annually through dates ranging from February 1, 2027 to February 1, 2029, with remaining balances including 4,512, 11,000, and 27,487 restricted stock units.

Positive

  • None.

Negative

  • None.
Insider Lee Jennifer Kayden
Role EVP, Head of North America
Type Security Shares Price Value
Exercise Restricted Stock Units 3,437 $0.00 --
Exercise Restricted Stock Units 4,512 $0.00 --
Exercise Restricted Stock Units 5,500 $0.00 --
Exercise Restricted Stock Units 9,163 $0.00 --
Exercise Common Stock 22,612 $0.00 --
Tax Withholding Common Stock 9,237 $108.99 $1.01M
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 28,470 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*
Lee Jennifer Kayden
(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)
EVP, Head of North America
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 22,612 A (1) 28,470 D
Common Stock 02/01/2026 F(2) 9,237 D $108.99 19,233 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 3,437 (3) (3) Common Stock 3,437 $0 0 D
Restricted Stock Units (1) 02/01/2026 M 4,512 (4) (4) Common Stock 4,512 $0 4,512 D
Restricted Stock Units (1) 02/01/2026 M 5,500 (5) (5) Common Stock 5,500 $0 11,000 D
Restricted Stock Units (1) 02/01/2026 M 9,163 (6) (6) Common Stock 9,163 $0 27,487 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 Jennifer Kayden Lee 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 activity did Jennifer Kayden Lee report for RYTM on February 1, 2026?

Jennifer Kayden Lee reported restricted stock units converting into 22,612 shares of common stock on February 1, 2026. After these equity awards vested and related tax withholding, she directly held 19,233 common shares of Pharmaceuticals, Inc.

How many RYTM shares were withheld to cover taxes for Jennifer Kayden Lee?

To cover withholding taxes on vested restricted stock units, 9,237 common shares were withheld at a price of $108.99 per share. This tax-related share withholding reduced Jennifer Kayden Lee’s directly held common stock to 19,233 shares after the transactions.

What restricted stock unit awards for RYTM does Jennifer Kayden Lee still hold?

Jennifer Kayden Lee continues to hold several restricted stock unit awards that vest in stages. Remaining balances include 4,512, 11,000, and 27,487 restricted stock units, scheduled to vest in 25% installments on specified February dates through February 1, 2029.

What do the restricted stock units reported by Jennifer Kayden Lee represent?

Each restricted stock unit reported by Jennifer Kayden Lee represents a contingent right to receive one share of Pharmaceuticals, Inc. common stock. These units vest in 25% increments on specified February dates and have no expiration date according to the filing’s footnotes.

What is Jennifer Kayden Lee’s role at Pharmaceuticals, Inc. in this Form 4?

In this Form 4, Jennifer Kayden Lee is identified as an officer of Pharmaceuticals, Inc., serving as EVP, Head of North America. The reported transactions reflect her personal equity compensation activity and related tax withholding tied to restricted stock unit vesting.

How did the RSU vesting schedule progress for Jennifer Kayden Lee’s RYTM awards?

Her restricted stock units vest 25% per year on specific February dates. Different grants vest over four-year periods, including schedules starting on February 9, 2023, February 1, 2024, February 16, 2025, and February 1, 2026, with no expiration dates indicated.