Lee Jennifer Kayden 4

What Happened

• Jennifer Kayden, EVP & Head of North America at Rhythm Pharmaceuticals (RYTM), had restricted stock units (RSUs) convert into 22,612 shares on February 1, 2026. Of those, 9,237 shares were withheld to cover tax withholding at $108.99 per share, producing $1,006,741. After withholding, Kayden received a net ~13,375 shares.
• This was RSU vesting/conversion (reported under derivative code M) with tax withholding (code F). This is an award/vesting event, not an open-market sale or a purchase.

Key Details

• Transaction date: February 1, 2026; Filing date: February 3, 2026 (timely filing within the usual 2-business-day window).
• Withheld shares: 9,237 @ $108.99 = $1,006,741 (tax withholding). Total RSUs converted: 22,612.
• Other line items (3,437; 4,512; 5,500; 9,163) reflect the component conversions of the total 22,612 shares (reported with $0 value in the filing); footnote F2 confirms shares were withheld to pay withholding taxes.
• Footnotes F1–F6: these are RSU grants with staggered vesting schedules (25% cliffs on the dates listed) and no expiration date.
• Shares owned after the transaction: not specified in the filing.

Context

• This was a routine vesting/settlement of RSUs with shares withheld to satisfy tax liabilities (a common cashless settlement). It is not an open-market sale by the insider; the withholding is effectively a company-arranged disposition to cover taxes.
• For retail investors: award vesting increases insider's ownership (net ~13,375 shares added here) but is compensation-related rather than a direct market purchase that signals personal conviction.