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 May 13, 2026 , 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 62,774 shares of the Company's common stock as well as up to 100% of the shares of our common stock issued to Mr. Smith upon the settlement of outstanding restricted stock units, less the number of shares surrendered to the issuer or sold to cover tax withholding obligations in connection with the vesting and settlement of such restricted stock units, until May 12, 2027 .
On May 13, 2026 , Yann Mazzabraud , the Company's Executive Vice President, Head of International , 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 57,000 shares of the Company's common stock until August 15, 2027 .
On May 14, 2026 , Alastair Garfield , the Company's Chief Scientific 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 7,763 shares of the Company's common stock until February 13, 2027 .
On May 14, 2026 , Jennifer Lee , the Company's Executive Vice President, Head of North America , 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 76,201 shares of the Company's common stock as well as up to 100% of the shares of our common stock issued to Ms. Lee upon the settlement of outstanding restricted stock units, less the number of shares surrendered to the issuer or sold to cover tax withholding obligations in connection with the vesting and settlement of such restricted stock units, until March 1, 2027 .
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On June 15, 2026 , David Meeker , the Company's 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 300,000 shares of the Company's common stock until March 15, 2027 .
On June 24, 2026 , Lynn Tetrault , a member of the Company’s Board of Directors , terminated a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, which was previously adopted on December 15, 2025 and provided for the sale of up to 55,000 shares of the Company’s common stock until September 16, 2026.
Other than as disclosed above, during the three months ended June 30, 2026, 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.
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Item 6. Exhibits
Incorporated by Reference
Exhibit
Number Exhibit Description Form Date Number
3.1 Amended and Restated Certificate of Incorporation of Rhythm Pharmaceuticals, Inc. dated October 10, 2017, and the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Rhythm Pharmaceuticals, Inc. dated June 25, 2025.
8-K 06/26/2025 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
4.1 Form of Indenture
S-3ASR
2/26/2026 4.3
10.1* Rhythm Pharmaceuticals, Inc. Non-Employee Director Compensation Program
10.2* Severance Letter Agreement Dated June 25, 2026, between Rhythm Pharmaceuticals, Inc. and Pamela Cramer
10.3* First Amendment to Revenue Interest Financing Agreement dated March 27, 2024, between Rhythm Pharmaceuticals, Inc. and HCR Rhythm SPV, LLC
10.4* Second Amendment to Revenue Interest Financing Agreement dated June 29, 2026, between Rhythm Pharmaceuticals, Inc. and HCR Rhythm SPV, LLC
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).
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.
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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: August 4, 2026
By: /s/ David P. Meeker, M.D.
Name: David P. Meeker, M.D.
Title: President and Chief Executive Officer
(Principal Executive Officer)
Dated: August 4, 2026
By: /s/ Hunter C. Smith
Name: Hunter C. Smith
Title: Chief Financial Officer and Treasurer
(Principal Financial Officer)
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