Rhythm (RYTM) CFO Smith sells shares and receives large equity grants

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Rhythm Pharmaceuticals’ Chief Financial Officer Hunter C. Smith reported multiple open-market sales of common stock on February 10–12, 2026. These sales, executed under a pre-arranged Rule 10b5-1 trading plan adopted on February 28, 2025, left him holding 118,466 shares directly.

On February 11, 2026, Smith also received equity compensation in the form of 25,000 restricted stock units and stock options for 37,500 shares at an exercise price of $98.47. The RSUs vest in four equal annual installments from February 1, 2027 through February 1, 2030, while the options vest in 16 substantially equal quarterly installments after the grant date.

Insider Trade Summary

Net Seller: 7,071 shares ($708,576)

Net Sell 12 txns

Insider Smith Hunter C

Role Chief Financial Officer

Sold 7,071 shs ($709K)

Type	Security	Shares	Price	Value
Sale	Common Stock	292	$96.2627	$28K
Sale	Common Stock	400	$97.6713	$39K
Sale	Common Stock	800	$98.9906	$79K
Sale	Common Stock	100	$100.10	$10K
Grant/Award	Restricted Stock Units	25,000	$0.00	--
Grant/Award	Stock Options (Right to Buy)	37,500	$0.00	--
Sale	Common Stock	2,266	$98.37	$223K
Sale	Common Stock	400	$99.4368	$40K
Sale	Common Stock	100	$100.8527	$10K
Sale	Common Stock	1,913	$102.6554	$196K
Sale	Common Stock	700	$103.6767	$73K
Sale	Common Stock	100	$104.76	$10K

Holdings After Transaction: Common Stock — 119,766 shares (Direct); Restricted Stock Units — 25,000 shares (Direct); Stock Options (Right to Buy) — 37,500 shares (Direct)

Footnotes (1)

The sale reported in the Form 4 was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on February 28, 2025. The price reported in Column 4 is a weighted average price. The securities were sold in multiple transactions at prices ranging from $$102.09 to $103.02 per common stock. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. The securities were sold in multiple transactions at prices ranging from $103.23 to $103.98 per common stock. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. The securities were sold in multiple transactions at prices ranging from $97.80 to $98.79 per common stock. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. The securities were sold in multiple transactions at prices ranging from $98.89 to $99.88 per common stock. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. The securities were sold in multiple transactions at prices ranging from $100.49 to $100.98 per common stock. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. The securities were sold in multiple transactions at prices ranging from $96.04 to $96.58 per common stock. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. The securities were sold in multiple transactions at prices ranging from $97.18 to $97.85 per common stock. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. The securities were sold in multiple transactions at prices ranging from $98.54 to $99.40 per common stock. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. The restricted stock units vest as to 25% of the total shares on each of February 1, 2027, February 1, 2028, February 1, 2029 and February 1, 2030. The restricted stock units have no expiration date. The stock options were granted on February 11, 2026. The options vest and become exercisable in 16 substantially equal installments upon the Reporting Person's completion of each three full months of successive service to the Issuer following the grant date.

Form 4 Insider Transactions: What Each Field Means →

02/12/2026 - 08:56 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

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^*

Smith Hunter C

(Last)

(First)

(Middle)

C/O RHYTHM PHARMACEUTICALS, INC.

222 BERKELEY STREET, 12TH FLOOR

(Street)

BOSTON

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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/10/2026		S⁽¹⁾		1,913	D	$102.6554⁽²⁾	123,624	D
Common Stock	02/10/2026		S⁽¹⁾		700	D	$103.6767⁽³⁾	122,924	D
Common Stock	02/10/2026		S⁽¹⁾		100	D	$104.76	122,824	D
Common Stock	02/11/2026		S⁽¹⁾		2,266	D	$98.37⁽⁴⁾	120,558	D
Common Stock	02/11/2026		S⁽¹⁾		400	D	$99.4368⁽⁵⁾	120,158	D
Common Stock	02/11/2026		S⁽¹⁾		100	D	$100.8527⁽⁶⁾	120,058	D
Common Stock	02/12/2026		S⁽¹⁾		292	D	$96.2627⁽⁷⁾	119,766	D
Common Stock	02/12/2026		S⁽¹⁾		400	D	$97.6713⁽⁸⁾	119,366	D
Common Stock	02/12/2026		S⁽¹⁾		800	D	$98.9906⁽⁹⁾	118,566	D
Common Stock	02/12/2026		S⁽¹⁾		100	D	$100.1	118,466	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁰⁾	02/11/2026		A		25,000		⁽¹¹⁾	⁽¹¹⁾	Common Stock	25,000	$0	25,000	D
Stock Options (Right to Buy)	$98.47	02/11/2026		A		37,500		⁽¹²⁾	02/10/2036	Common Stock	37,500	$0	37,500	D

Explanation of Responses:

1. The sale reported in the Form 4 was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on February 28, 2025.

2. The price reported in Column 4 is a weighted average price. The securities were sold in multiple transactions at prices ranging from $$102.09 to $103.02 per common stock. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. The securities were sold in multiple transactions at prices ranging from $103.23 to $103.98 per common stock. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. The securities were sold in multiple transactions at prices ranging from $97.80 to $98.79 per common stock. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. The securities were sold in multiple transactions at prices ranging from $98.89 to $99.88 per common stock. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The price reported in Column 4 is a weighted average price. The securities were sold in multiple transactions at prices ranging from $100.49 to $100.98 per common stock. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The price reported in Column 4 is a weighted average price. The securities were sold in multiple transactions at prices ranging from $96.04 to $96.58 per common stock. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. The price reported in Column 4 is a weighted average price. The securities were sold in multiple transactions at prices ranging from $97.18 to $97.85 per common stock. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

9. The price reported in Column 4 is a weighted average price. The securities were sold in multiple transactions at prices ranging from $98.54 to $99.40 per common stock. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

10. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.

11. The restricted stock units vest as to 25% of the total shares on each of February 1, 2027, February 1, 2028, February 1, 2029 and February 1, 2030. The restricted stock units have no expiration date.

12. The stock options were granted on February 11, 2026. The options vest and become exercisable in 16 substantially equal installments upon the Reporting Person's completion of each three full months of successive service to the Issuer following the grant date.

	/s/ Stephen Vander Stoep, attorney-in-fact for Hunter C. Smith	02/12/2026
	** 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 Rhythm Pharmaceuticals (RYTM) report for its CFO?

Rhythm Pharmaceuticals reported that CFO Hunter C. Smith sold multiple blocks of common stock on February 10–12, 2026 in open-market transactions under a Rule 10b5-1 trading plan, and also received significant new equity awards, including restricted stock units and stock options, on February 11, 2026.

How many restricted stock units did the Rhythm (RYTM) CFO receive?

The CFO received 25,000 restricted stock units. Each restricted stock unit represents the right to receive one share of Rhythm common stock, vesting in four equal installments on February 1, 2027, 2028, 2029 and 2030, providing long-term, performance-aligned compensation tied directly to the company’s share price.

What stock options were granted to the Rhythm Pharmaceuticals (RYTM) CFO?

The CFO was granted stock options covering 37,500 shares of common stock at an exercise price of $98.47. These options were granted on February 11, 2026 and vest in 16 substantially equal installments, each after three full months of continued service following the grant date.

Over what period do the Rhythm (RYTM) CFO’s RSUs vest?

The 25,000 restricted stock units vest over four years. Specifically, 25% of the award vests on each of February 1, 2027, February 1, 2028, February 1, 2029 and February 1, 2030, aligning the CFO’s incentives with sustained company performance over the medium term.

How many Rhythm (RYTM) shares does the CFO hold after these transactions?

After the reported open-market sales, the CFO directly owns 118,466 shares of Rhythm common stock. This figure reflects his beneficial ownership following all transactions disclosed for February 10–12, 2026, and excludes the additional shares that may be issued from unvested RSUs or unexercised options.

Were the Rhythm Pharmaceuticals (RYTM) CFO stock sales pre-planned?

Yes. The filing states the reported stock sales were executed under a Rule 10b5-1 trading plan adopted by the CFO on February 28, 2025. Such plans allow insiders to schedule future trades in advance, helping separate routine diversification from discretionary trading decisions.