Topper James N 4

What Happened

• James N. Topper, a 10% owner and non‑employee director of Phathom Pharmaceuticals (PHAT), was awarded 24,122 Restricted Stock Units (RSUs) on May 19, 2026. The grant price is reported as $0.00 (no cash paid). Each RSU represents a contingent right to one share of common stock. Per the grant, 100% of the RSUs vest on the earlier of the first anniversary of the grant or the next annual meeting of stockholders, subject to Topper’s continued board service.

Key Details

• Transaction date: 2026-05-19; filing date: 2026-05-21 (timely filed).
• Transaction type/code: Award/Grant (A); shares granted: 24,122; price: $0.00; immediate cash value: $0.
• Vesting: 100% vests at the earlier of one year from grant or next annual meeting, subject to continued service (see footnote F1).
• Shares owned after transaction: not specified in the provided summary of the filing.
• Notable footnotes: F1 describes RSU terms and conversion to one share each; F2–F4 note certain shares are held of record by Frazier Life Sciences entities and the Reporting Person disclaims beneficial ownership except to the extent of pecuniary interest; F5 notes the Reporting Person’s managerial role and voting/investment power for Topper Group III LLC.

Context

• This award is a board compensation grant under Phathom’s Non‑Employee Director Compensation Program, not a market purchase or sale. RSU grants are common for directors and do not reflect an immediate cash investment or a direct buy/sell signal. For 10% owners and managers who hold securities through funds or entities, reported holdings may reflect institutional arrangements; the filer disclaims beneficial ownership of certain fund‑held shares except for pecuniary interest.