Smith Hunter C 4

What Happened

• Hunter C. Smith, Chief Financial Officer of Rhythm Pharmaceuticals (RYTM), reported multiple open-market sales totaling 7,071 shares between Feb 10 and Feb 12, 2026, generating approximately $708,576. Individual sale lots ranged from 100 to 2,266 shares at prices shown on the Form 4 (per-lot weighted averages between ~$96.26 and ~$104.76).
• On Feb 11, 2026 the filing also reports two awards/derivative acquisitions totaling 62,500 units (25,000 and 37,500). Footnotes indicate these awards include restricted stock units (RSUs) and stock option grants: RSUs vest 25% annually on Feb 1 of 2027–2030; the stock options (granted Feb 11, 2026) vest in 16 substantially equal installments tied to three-month service periods.

Key Details

• Transaction dates: Feb 10–12, 2026 (sales); awards granted Feb 11, 2026.
• Sales: 7,071 shares disposed for aggregate proceeds ≈ $708,576. Individual reported lots (examples): 1,913 @ $102.66; 2,266 @ $98.37; other lots ranged ~$96.26–$104.76 (see filing footnotes for precise per-trade ranges).
• Awards: 25,000 and 37,500 derivative units granted (total 62,500). Footnotes: RSUs = contingent right to 1 share; RSUs vest 25% each year beginning Feb 1, 2027; options vest quarterly over 16 installments after grant.
• Sales were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on Feb 28, 2025 (per footnote).
• Shares owned after the transactions: not specified in the provided summary of the Form 4.
• Filing timeliness: filing dated Feb 12, 2026 covering transactions through Feb 12 — no late-filing flag reported.

Context

• Sales executed under a 10b5-1 plan are typically pre-set automated trades and often viewed as routine disposition rather than a contemporaneous signal of changed sentiment. The grants are time‑based equity awards (RSUs and options) with multi‑year vesting schedules; these are standard executive compensation mechanics rather than immediate cash events.