Phathom Pharmaceuticals, Inc.
For the period ended Sep 30, 2025. Filed Oct 30, 2025.
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Sep 30, 2025 · Filed Oct 30, 2025
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Item 5. Other Information
Director and Officer Trading Arrangements:
Rule 10b5-1 Trading Plans
From time to time, our officers (as defined in Rule 16a-1(f) of the Exchange Act) and directors may enter into Rule 10b5-1 or non-Rule 10b5-1 trading arrangements (as each such term is defined in Item 408 of Regulation S-K).
On September 9, 2025, Anne Marie Cook, our Chief Legal Officer, and on September 10, 2025, Steve Basta, our Chief Executive Officer, each entered into a sell-to-cover arrangement intended to comply with the requirements of Rule 10b5-1(c) authorizing the pre-arranged sale of common shares to satisfy tax withholding obligations of the Company arising from the vesting of restricted stock units (RSUs) and performance stock units (PSUs), and the related issuance of shares of common stock, issued pursuant to our equity incentive plans. The amount of common shares to be sold to satisfy the Company’s tax withholding obligations under each arrangement is dependent on future events which cannot be known at this time, including the future trading price of our common stock. The expiration date relating to each arrangement is dependent on future events which cannot be known at this time, including the final vesting date of the applicable RSUs and PSUs and the officer’s termination of service. Our compensation committee subsequently approved net settlement of equity awards for Section 16 officers whereby we will withhold shares to cover tax withholdings thereby obviating the need for the sell-to-cover arrangements. As a result, the sell to cover arrangements with Ms. Cook and Mr. Basta as well as a sell to cover arrangement entered into In September 2022 by Robert Breedlove, our VP Finance and principal accounting officer, were subsequently terminated on September 30, 2025, September 24, 2025 and October 9, 2025, respectively.
During the three months ended September 30, 2025, no other of our officers or directors adopted, modified orterminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.
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