[Form 4] Phio Pharmaceuticals Corp. Insider Trading Activity

Rhea-AI Filing Summary

Phio Pharmaceuticals insider Jonathan E. Freeman reported acquisition of 14,700 shares of common stock on 09/11/2025 through restricted stock units that will vest on the first annual anniversary of the grant. Following the reported transaction Freeman beneficially owns 16,055 shares, a figure that includes other unvested restricted stock units. The filing states the reported amounts were adjusted to reflect prior reverse stock splits. The form was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Director participation in equity compensation aligns management interests with shareholders
• Clear disclosure of vesting schedule (shares vest on first annual anniversary) enhances transparency

Negative

• None.

Insights

Securities Analyst

TL;DR: Director acquired vested-equivalent equity via RSUs; holding remains modest and appears routine.

The Form 4 documents a non-derivative acquisition of 14,700 shares represented by restricted stock units granted to a director, with vesting on the first anniversary of the grant. The post-transaction beneficial ownership is 16,055 shares including other unvested RSUs. The filing notes adjustments for prior reverse stock splits, indicating share counts reflect corporate actions rather than new issuances beyond the RSU grant. This disclosure is standard for Section 16 insiders and provides transparency on director equity compensation without indicating a material change in control or financing.

Corporate Governance Expert

TL;DR: Disclosure reflects routine director equity grant and standard reporting; no governance red flags disclosed.

The report shows the director received RSUs that convert to common stock on vesting, consistent with typical compensation practices for board members. The filing includes an exhibit for power of attorney and was executed by an attorney-in-fact. The adjustment for reverse stock splits is disclosed, which is appropriate for accurate beneficial ownership reporting. No departures, sales, or unusual transfer terms are described in the document.

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).

1. Name and Address of Reporting Person^*

Freeman Jonathan E

(Last) (First) (Middle)

C/O PHIO PHARMACEUTICALS CORP.

411 SWEDELAND RD., STE 23-1080

(Street)

KING OF PRUSSIA PA 19406

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Phio Pharmaceuticals Corp. [ PHIO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $.0001 par value	09/11/2025		A		14,700(1)	A	$0	16,055(2)(3)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares underlying a restricted stock unit, which shares will vest on the first annual anniversary of the grant.

2. Includes shares of common stock underlying unvested restricted stock units.

3. The number of reported securities has been adjusted to reflect prior reverse stock splits.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Lisa C. Carson, Attorney-in-Fact	09/15/2025
	** 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.

FAQ

What transaction did Jonathan E. Freeman report on the PHIO Form 4?

The report shows an acquisition of 14,700 shares via restricted stock units on 09/11/2025.

How many PHIO shares does Freeman beneficially own after the transaction?

The Form 4 reports Freeman beneficially owns 16,055 shares, including unvested restricted stock units.

When do the restricted stock units reported in the PHIO filing vest?

The filing states the shares underlying the restricted stock units will vest on the first annual anniversary of the grant.

Did the PHIO Form 4 adjust share counts for corporate actions?

Yes, the filing notes the reported securities were adjusted to reflect prior reverse stock splits.

Who signed the PHIO Form 4 on behalf of the reporting person?

The form was signed by Lisa C. Carson, Attorney-in-Fact on 09/15/2025.