Trust for Rhythm Pharmaceuticals (RYTM) director receives 4,199 shares

Rhea-AI Filing Summary

Rhythm Pharmaceuticals director Edward T. Mathers reported an internal restructuring of his related holdings. NEA Partners 13, L.P. made a pro rata, no‑consideration distribution of Rhythm common stock to its limited partners, and the Edward Timothy Mathers Revocable Trust received 4,199 shares.

Mathers is trustee of this trust, which now indirectly holds 14,168 shares of Rhythm common stock, while he also directly holds 7,000 shares

03/16/2026 - 04:11 PM

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)
03/12/2026

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	03/12/2026		J(1)		4,199	A	$0.00	14,168	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 12, 2026. The Edward Timothy Mathers Revocable Trust (the "Mathers Trust") received 4,199 shares of Common Stock of the Issuer in the distribution by NEA Partners 13 on March 12, 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	03/16/2026
	** 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 director Edward T. Mathers reported an internal restructuring transaction. NEA Partners 13, L.P. distributed Rhythm common shares to its limited partners, and the Edward Timothy Mathers Revocable Trust received 4,199 shares in this pro rata distribution for no cash consideration.

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

The Edward Timothy Mathers Revocable Trust received 4,199 shares of Rhythm Pharmaceuticals common stock. These shares came from a pro rata distribution by NEA Partners 13, L.P. to its limited partners on March 12, 2026, with no purchase price or cash changing hands.

What are Edward T. Mathers’ Rhythm Pharmaceuticals (RYTM) holdings after this Form 4?

After the reported transactions, Edward T. Mathers has 7,000 shares of Rhythm Pharmaceuticals common stock held directly. The Mathers Trust, of which he is trustee, holds 14,168 shares indirectly. These positions reflect both his direct stake and the trust’s separate beneficial ownership.

Was the Rhythm Pharmaceuticals (RYTM) Form 4 a market buy or sell?

The Form 4 did not record an open-market buy or sell. It shows an “other” code transaction where NEA Partners 13, L.P. distributed shares pro rata to limited partners, and the Mathers Trust received 4,199 shares as part of this internal, no‑consideration restructuring.

How does Edward T. Mathers describe his beneficial ownership of Rhythm (RYTM) shares held by the trust?

Edward T. Mathers is trustee of the Mathers Revocable Trust, which directly owns certain Rhythm shares. He disclaims beneficial ownership, under Section 16 of the Exchange Act and otherwise, of any portion of the trust’s securities in which he has no pecuniary interest.

What is the significance of the J code in this Rhythm Pharmaceuticals (RYTM) Form 4?

The J transaction code indicates an “other acquisition or disposition.” Here, it reflects a restructuring where NEA Partners 13, L.P. distributed shares to limited partners, and the Mathers Trust received 4,199 Rhythm shares, rather than a typical market purchase or sale.