[Form 4] Phio Pharmaceuticals Corp. Insider Trading Activity

Rhea-AI Filing Summary

Phio Pharmaceuticals (PHIO) director Curtis Lockshin reported an insider grant and updated holdings on Form 4. On 09/11/2025 he was granted 16,200 shares (reported as shares underlying a restricted stock unit) that will vest on the first annual anniversary of the grant; the grant was recorded at a $0 price. After the reported transaction, the filing shows Mr. Lockshin beneficially owns 18,555 shares, which includes shares underlying unvested restricted stock units. The filing notes the reported totals were adjusted for prior reverse stock splits and the Form 4 was signed on 09/15/2025 by an attorney-in-fact.

Positive

• Director grant documented with clear vesting terms (shares vest on the first annual anniversary)
• Beneficial ownership disclosed: the filing shows 18,555 shares beneficially owned after the transaction
• Disclosure adjusted for corporate actions (reported numbers reflect prior reverse stock splits)

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A director received time‑based RSUs, increasing reported beneficial ownership modestly; disclosure is routine and compliance-oriented.

The Form 4 documents a standard equity grant to a director: 16,200 shares underlying a restricted stock unit award vesting on the first anniversary and recorded at $0, consistent with compensation grants rather than open‑market purchases. Beneficial ownership after the grant is 18,555 shares, and the filing discloses adjustments for prior reverse splits. This is a governance/compliance disclosure showing alignment of the director with equity incentives; there are no derivative exercises, sales, or cash purchases reported.

Securities/Equity Compensation Analyst

TL;DR: The entry reflects a non‑cash RSU award to a director; immaterial to capital structure absent further grants or exercises.

The transaction code 'A' and explanatory notes indicate shares were granted as restricted stock units, vesting after one year. The reported $0 price confirms the award treatment rather than a paid acquisition. The filing correctly adjusts numbers for prior reverse stock splits and is executed via power of attorney. From an equity‑compensation perspective this is a routine director award; no immediate dilutive issuance to public markets is documented here.

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^*

Lockshin Curtis

(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		16,200(1)	A	$0	18,555(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 Curtis Lockshin report on Form 4 for PHIO?

He reported a grant of 16,200 shares underlying a restricted stock unit on 09/11/2025, recorded with a $0 price (transaction code A).

How many PHIO shares does the reporting person beneficially own after the transaction?

The Form 4 shows 18,555 shares beneficially owned following the reported transaction, including unvested RSUs.

When do the restricted stock units vest?

The shares underlying the 16,200 restricted stock units will vest on the first annual anniversary of the grant.

Was the Form 4 adjusted for corporate actions like reverse splits?

Yes; the filing states the reported securities have been adjusted to reflect prior reverse stock splits.

Who signed the Form 4 and when was it filed?

The filing bears the signature of Lisa C. Carson, Attorney-in-fact on 09/15/2025.