Director Theodore Schroeder (PHAT) receives 24,122 RSU award under non-employee plan

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Phathom Pharmaceuticals director Theodore R. Schroeder received an equity award of 24,122 shares in the form of Restricted Stock Units (RSUs). These RSUs were granted under the company’s Non-Employee Director Compensation Program at no cash cost to him, increasing his direct holdings to 45,122 shares.

The award vests 100% on the earlier of the first anniversary of the May 19, 2026 grant date or the next annual stockholder meeting, as long as he continues serving on the board. Each RSU will convert into one share of common stock upon vesting, aligning his compensation with shareholder outcomes rather than representing an open-market purchase.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Schroeder Theodore R

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	24,122	$0.00	--

Holdings After Transaction: Common Stock — 45,122 shares (Direct, null)

Footnotes (1)

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Key Figures

RSUs granted: 24,122 units Shares after grant: 45,122 shares Grant price: $0.00 per share +2 more

5 metrics

RSUs granted 24,122 units Restricted Stock Units granted on May 19, 2026

Shares after grant 45,122 shares Total common stock beneficially owned following transaction

Grant price $0.00 per share Compensation award, no cash paid by reporting person

Transaction code A Grant, award, or other acquisition of common stock

Vesting trigger First anniversary or next annual meeting 100% vesting subject to continued board service

Key Terms

Restricted Stock Units ("RSUs"), Non-Employee Director Compensation Program, vesting, contingent right

4 terms

Restricted Stock Units ("RSUs") financial

"The Restricted Stock Units ("RSUs") were granted on May 19, 2026"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Non-Employee Director Compensation Program financial

"pursuant to the Issuer's Non-Employee Director Compensation Program"

vesting financial

"100% of the total number of RSUs granted shall vest on the first to occur"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

contingent right financial

"Each RSU represents a contingent right to receive one share of common stock"

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 04:30 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^*

Schroeder Theodore R

(Last)

(First)

(Middle)

C/O PHATHOM PHARMACEUTICALS, INC.

100 CAMPUS DRIVE, SUITE 102

(Street)

FLORHAM PARK

NEW JERSEY

07932

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Phathom Pharmaceuticals, Inc. [ PHAT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/19/2026		A		24,122⁽¹⁾	A	$0	45,122	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)

Explanation of Responses:

1. The Restricted Stock Units ("RSUs") were granted on May 19, 2026, pursuant to the Issuer's Non-Employee Director Compensation Program. 100% of the total number of RSUs granted shall vest on the first to occur of (A) the first anniversary of the date of grant or (B) the next occurring annual meeting of the Issuer's stockholders, subject to the Reporting Person's continuing service on the Board through such vesting date. Each RSU represents a contingent right to receive one share of common stock of the Issuer.

	/s/ Anne Marie Cook, Attorney-in-Fact for Theodore R. Schroeder	05/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Phathom Pharmaceuticals (PHAT) director Theodore Schroeder report on this Form 4?

He reported receiving a grant of 24,122 Restricted Stock Units as director compensation. The award was granted at no cash cost and increased his direct holdings to 45,122 shares, aligning his pay with the company’s stock performance over time.

How many Phathom Pharmaceuticals (PHAT) shares does Theodore Schroeder hold after this RSU grant?

After the reported RSU grant, he beneficially holds 45,122 shares of common stock. This total includes the newly awarded 24,122 RSUs, which will settle into shares upon vesting, subject to his continued service on the board of directors.

What are the vesting terms of Theodore Schroeder’s Phathom (PHAT) RSU grant?

The 24,122 RSUs vest 100% on the first anniversary of the May 19, 2026 grant date or at the next annual stockholder meeting, whichever occurs first. Vesting requires his continued service on the board through the applicable vesting date.

Did Theodore Schroeder buy or sell Phathom Pharmaceuticals (PHAT) shares on the open market?

No open-market buy or sell occurred in this filing. The transaction reflects a compensation-related grant coded as an award acquisition, with shares delivered through Restricted Stock Units rather than a market purchase or sale at a stated price.

What does each Phathom (PHAT) RSU granted to Theodore Schroeder represent?

Each Restricted Stock Unit represents a contingent right to receive one share of Phathom common stock. Shares will be issued when the RSUs vest under the company’s Non-Employee Director Compensation Program and are not tradable until settlement occurs.