[Form 4] Phio Pharmaceuticals Corp. Insider Trading Activity

Rhea-AI Filing Summary

Phio Pharmaceuticals (PHIO) reporting person Lisa C. Carson, who is listed as a director and VP, Finance and Administration, reported a non-derivative acquisition on 09/11/2025. The filing shows 47,000 shares of common stock were acquired at $0, representing shares underlying a restricted stock unit grant. The filing states those shares "will vest on the first annual anniversary of the grant," and that the 47,000 shares reported include common stock underlying unvested restricted stock units. The form is signed 09/15/2025.

Positive

• 47,000 shares acquired via restricted stock units aligns executive compensation with shareholder outcomes
• Reporting person holds both an officer title (VP, Finance and Administration) and a director role, increasing alignment of management and governance

Negative

• Shares are unvested and only vest on the first anniversary, so they are not immediately tradable
• The filing shows acquisition at $0 (compensation), which may dilute future shareholders when vested shares are issued

Insights

Corporate Governance Expert

TL;DR: Insider received a sizeable RSU award aligning compensation with shareholder value, but the shares are unvested for one year.

The report shows a single, non-cash grant of 47,000 common shares to an officer who is also a director. As these are restricted stock units that vest on the first anniversary, the grant ties the officer to future performance without immediate dilution of tradable shares. For governance review, this is typical executive compensation disclosure and is informational rather than a material corporate action.

Compensation/Equity Analyst

TL;DR: A 47,000-share RSU award was granted and reported; it creates potential future dilution but is subject to a one-year vesting condition.

Details: the transaction is recorded as an acquisition at $0 and the filing clarifies these shares are restricted stock units that will vest on the first anniversary. The filing does not disclose grant date terms beyond vesting timing, priced value, or how this award compares to prior grants, so direct assessment of dilution or compensation competitiveness is limited by the available information.

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^*

Carson Lisa Cabott

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Finance and Administration

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		47,000(1)	A	$0	47,000(2)	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.

	/s/ Lisa C. Carson	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 Lisa C. Carson report on Form 4 for PHIO?

The filing reports an acquisition of 47,000 shares of Phio Pharmaceuticals common stock on 09/11/2025, representing restricted stock units.

Are the 47,000 shares immediately vested and tradable?

No. The filing states the shares underlying the restricted stock units will vest on the first annual anniversary of the grant.

What is Lisa C. Carson's relationship to PHIO?

She is reported as a Director and an Officer with the title VP, Finance and Administration.

Was any cash paid for the reported shares?

The transaction is shown at a price of $0, indicating the shares were granted as compensation (restricted stock units).

When was the Form 4 signed?

The Form 4 is signed by Lisa C. Carson on 09/15/2025.