Item 5. Other Information
Item 5. Other Information
(a) Disclosure in lieu of reporting on a Current Report on Form 8-K.
None.
(b) Material changes to the procedures by which security holders may recommend nominees to the board of directors.
None.
(c) Insider Trading Arrangements and Policies.
On February 28, 2025 , David McGirr , a member of the Company’s board of directors , adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act for the sale of up to 65,431 shares of the Company’s common stock until November 7, 2025 .
On February 28, 2025 , Hunter Smith , the Company’s Chief Financial Officer , adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act for the sale of up to 121,185 shares of the Company’s common stock until May 30, 2026 .
On March 3, 2025 , David Meeker , the Company’s Chairman, President, and Chief Executive Officer , adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act for the sale of up to 43,621 shares of the Company’s common stock until November 7, 2025 .
On March 11, 2025 , Christopher German , the Company’s Corporate Controller and Chief Accounting Officer , adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act for the sale of up to 7,386 shares of the Company’s common stock until June 10, 2026 .
Other than as disclosed above, during the three months ended March 31, 2025, no director or officer of the Company adopted or terminated a “ Rule 10b5-1 trading arrangement ” or “ non-Rule 10b5-1 trading arrangement ,” as each term is defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Date
Number
3.1
Amended and Restated Certificate of Incorporation.
10-Q
05/04/2020
3.1
3.2
Amended and Restated Bylaws.
8-K
12/18/2023
3.1
3.3
Certificate of Designations
8-K
04/16/2024
3.1
3.4
Amended and Restated Certificate of Designations
10-Q
05/07/2024
3.4
31.1*
Certification of the Principal Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
104
Table of Contents
31.2*
Certification of the Principal Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
32.1**
Certification of the Principal Executive Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
32.2**
Certification of the Principal Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
101.INS*
Inline XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*
Inline XBRL Taxonomy Extension Schema Document.
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith.
** Furnished herewith.
105
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
RHYTHM PHARMACEUTICALS, INC.
Dated: May 7, 2025
By:
/s/ David P. Meeker, M.D.
Name: David P. Meeker, M.D.
Title: President and Chief Executive Officer
(Principal Executive Officer)
Dated: May 7, 2025
By:
/s/ Hunter C. Smith
Name: Hunter C. Smith
Title: Chief Financial Officer and Treasurer
(Principal Financial Officer)
106
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.