[Form 4] Phio Pharmaceuticals Corp. Insider Trading Activity

Rhea-AI Filing Summary

Robert J. Bitterman, Chairman, President and CEO of Phio Pharmaceuticals Corp. (PHIO), reported equity transactions on a Form 4 filed for activity dated 09/11/2025. The filing shows 4,111 shares were withheld by the issuer to satisfy tax withholding related to vested restricted stock units; no shares were sold.

The reporting person was also granted 250,000 restricted stock units on that date that vest on the first annual anniversary of the grant. After these transactions the filing reports 271,421 shares of common stock beneficially owned by Mr. Bitterman. The Form 4 was signed by an attorney-in-fact on 09/15/2025.

Positive

• Large RSU award disclosed: 250,000 restricted stock units granted on 09/11/2025, increasing alignment of CEO compensation with shareholders
• No open-market sale: 4,111 shares were withheld for tax withholding purposes, explicitly noted as not sold

Negative

• Potential dilution: 250,000 RSUs represent future issuance of shares when they vest, increasing outstanding shares upon settlement
• Concentration of insider compensation: A sizable RSU grant to the CEO may concentrate executive equity, affecting dilution metrics

Insights

Financial Analyst

TL;DR: Insider received a large RSU grant and had shares withheld for taxes; ownership rises to 271,421 shares, a routine compensation event.

The 250,000 restricted stock units granted on 09/11/2025, with vesting on the first anniversary, represent a significant executive compensation award disclosed by the CEO. The withholding of 4,111 shares to satisfy tax obligations is a non-sale, administrative action commonly seen when RSUs vest. From an investor-materiality perspective this is a compensation and ownership disclosure rather than a liquidity event; it increases potential future dilution when RSUs vest and shares are issued.

Corporate Governance Expert

TL;DR: This filing documents standard executive equity award and tax withholding; it is governance-related but not an adverse disclosure.

The report identifies Robert J. Bitterman as Chairman, President & CEO and discloses his equity-based compensation (250,000 RSUs) and the withholding of 4,111 shares for taxes. The disclosure is consistent with routine board-approved equity grants and required Section 16 reporting. It provides transparency on insider ownership and the mechanics of RSU vesting but contains no indication of unusual governance actions or sales by the reporting person.

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
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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^*

Bitterman Robert J

(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
X	Officer (give title below)		Other (specify below)
	Chairman, Pres. & CEO

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		F(1)		4,111	D	$2.32	21,421	D
Common Stock, $.0001 par value	09/11/2025		A		250,000(2)	A	$0	271,421(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. The transaction represents the withholding of shares by the issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting of restricted stock units. No shares were sold.

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

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

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 did PHIO insider Robert J. Bitterman report on Form 4 (PHIO)?

The Form 4 reports a 250,000 restricted stock unit grant dated 09/11/2025 and the withholding of 4,111 shares to satisfy tax obligations related to vested RSUs.

How many shares does Robert J. Bitterman beneficially own after the reported transactions?

The filing reports 271,421 shares of common stock beneficially owned following the reported transactions.

Were any shares sold by the reporting person in this filing?

No. The filing states the 4,111 shares were withheld by the issuer to satisfy tax withholding and explicitly notes that no shares were sold.

When do the granted restricted stock units vest?

The 250,000 restricted stock units vest on the first annual anniversary of the grant (i.e., one year after 09/11/2025).

Who signed the Form 4 and when was it signed?

The Form 4 was signed by an attorney-in-fact, Lisa C. Carson, on 09/15/2025.