Cook Anne Marie 4

What Happened Anne Marie Cook, Phathom Pharmaceuticals’ Chief Legal Officer and Corporate Secretary, received 3,461 shares on February 10, 2026 upon vesting of performance stock units (PSUs) granted June 23, 2025. To satisfy the issuer’s tax-withholding obligation, she surrendered 1,535 of those shares (treated as a disposition) at a per-share withholding value of $12.82, totaling $19,679. Net shares retained from the vesting = 3,461 − 1,535 = 1,926 shares.

Key Details

• Transaction date(s): February 10, 2026; Form 4 filed February 12, 2026.
• Award: 3,461 shares issued at $0.00 (code A — award/grant/acquisition).
• Tax withholding: 1,535 shares surrendered at $12.82/share for $19,679 (code F — tax withholding/paid).
• Footnotes:
  • F1: Shares issued upon vesting of PSUs granted June 23, 2025 after performance criteria were deemed satisfied on Feb 10, 2026.
  • F2: Filing notes inclusion of 1,722 shares acquired under the company ESPP in Jan 2026.
  • F3: The 1,535 shares surrendered represent PSU shares used to satisfy tax-withholding.
• Shares owned after the transaction: not explicitly stated in the provided filing; net increase from this vesting was 1,926 shares (after withholding).
• Filing timeliness: filed two days after the transaction date; no late filing flag indicated.

Context

• This was a vesting of performance-based restricted stock units, not an open-market purchase or sale. The surrender of shares to cover taxes is a routine, non-market disposition (a cashless withholding method), not a signal of an open-market sale.
• For retail investors, awards increase insider exposure to company stock; routine tax-withholding surrenders are common and do not imply a change in confidence.