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RHYTHM PHARMACEUTICALS, INC.

For the period ended Dec 31, 2025. Filed Feb 26, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 26, 2026

RYTM$113.94+1.5%Stored close · as of Nov 9, 2026

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Contents

Table of Contents

ANNUAL REPORT ON FORM 10-K

For the Year Ended December 31, 2025

Page No.
PART I
Item 1. Business6
Item 1A. Risk Factors50
Item 1B. Unresolved Staff Comments107
Item 1C. Cybersecurity107
Item 2. Properties109
Item 3. Legal Proceedings109
Item 4. Mine Safety Disclosures109
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities110
Item 6. [Reserved]111
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations111
Item 7A. Quantitative and Qualitative Disclosures about Market Risk124
Item 8. Financial Statements and Supplementary Data124
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures124
Item 9A. Controls and Procedures124
Item 9B. Other Information126
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections126
PART III
Item 10. Directors, Executive Officers and Corporate Governance126
Item 11. Executive Compensation127
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters127
Item 13. Certain Relationships and Related Transactions and Director Independence127
Item 14. Principal Accountant Fees and Services127
PART IV128
Item 15. Exhibits and Financial Statement Schedules128
SIGNATURES132

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, or this Annual Report, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and is subject to the “safe harbor” created by those sections. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. Some of the forward-looking statements can be identified by the use of forward-looking terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “likely,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms include forward-looking statements that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements regarding the promise or potential of any of our products or product candidates; the marketing, commercialization and sales of IMCIVREE (setmelanotide), bivamelagon (formerly LB54640), and RM-718; commercialization, design, success, cost and timing of our product development activities and clinical trials; the ongoing enrollment of patients in our clinical trials; our expectations surrounding potential regulatory submissions, progress, or approvals for any of our product candidates in any indications; PDUFA goal dates and Type II variation submissions; the estimated market size and addressable population for our drug products; the announcement of data from our clinical trials, including the Japanese patient cohort and the substudy evaluating setmelanotide for patients with congenital hypothalamic obesity; our Phase 3 EMANATE trial evaluating setmelanotide in genetically caused MC4R pathway diseases; Parts C and D of the Phase 1 trial evaluating RM-718; the ongoing open-label Phase 2 trial evaluating setmelanotide in patients with Prader-Willi syndrome; our financial performance, including our expectations regarding our existing cash, cash equivalents, short-term investments, operating losses, expenses, sources of future financing and sufficiency of cash; our ability to hire and retain necessary personnel, including in international regions; patient enrollments; announcements regarding results of clinical trials and filing of regulatory applications; our ability to protect our intellectual property; our ability to negotiate our collaboration agreements, if needed; our relationship with third parties; our marketing, commercial sales, and revenue generation; expectations surrounding our manufacturing arrangements; the potential financial impact, growth prospects and future benefits of our ongoing discovery efforts with respect to congenital hyperinsulinism; the impact of economic conditions on our business and operations and our future financial results; changes in the political and regulatory landscape; the impact of accounting pronouncements and the timing of any of the foregoing. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. We cannot guarantee future results, levels of activity, performance or achievements, and you should not place undue reliance on our forward-looking statements. Our actual results may differ significantly or materially from the results discussed in the forward-looking statements. Important factors that might cause such a difference include, but are not limited to, those set forth in Item 1A. “Risk Factors” and elsewhere in this Annual Report. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as may be required by law, we have no plans to update our forward-looking statements to reflect events or circumstances after the date of this Annual Report. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Additionally, certain information we may disclose (either herein or elsewhere) is informed by the expectations of various stakeholders or third-party frameworks and, as such, may not necessarily be material for purposes of our filings under U.S. federal securities laws, even if we use “material” or similar language in discussing such matters.

Unless the content requires otherwise, references to “Rhythm Pharmaceuticals,” “Rhythm,” “the Company,” “we,” “our,” and “us,” in this Annual Report refer to Rhythm Pharmaceuticals, Inc. and its subsidiaries.

TRADEMARKS, TRADENAMES AND SERVICE MARKS

This Annual Report may include trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, trademarks and tradenames referred to in this Annual Report may appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these trademarks and tradenames.

SUMMARY RISK FACTORS

Our business is subject to numerous risks and uncertainties, including those described in Part I, Item 1A. “Risk Factors” in this Annual Report. You should carefully consider these risks and uncertainties when investing in our common stock. The principal risks and uncertainties affecting our business include the following:

We are a commercial-stage biopharmaceutical company with a limited operating history. To date, we have generated approximately $422.5 million from product sales. We have incurred significant operating losses since our inception, anticipate that we will incur continued losses for the foreseeable future and may never achieve profitability.

We will need to raise additional funding, which may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our product development efforts or other operations.

Our Revenue Interest Financing Agreement with Healthcare Royalty Partners, our license agreement with LGC, and our other agreements, could restrict our ability to commercialize IMCIVREE, limit cash flow available for our operations and expose us to risks that could adversely affect our business, financial condition and results of operations.

We have only one approved product, which is still in clinical development in additional indications, and we may not be successful in any future efforts to identify and develop additional product candidates.

The successful commercialization of IMCIVREE and any other product candidates will depend in part on the extent to which governmental authorities, private health insurers, and other third-party payors provide coverage and adequate reimbursement. Failure to obtain or maintain coverage and adequate reimbursement for setmelanotide or our other product candidates, if any and if approved, could severely limit our ability to market those products and decrease our ability to generate revenue.

Positive results from early clinical trials of setmelanotide may not be predictive of the results of later clinical trials of setmelanotide and preliminary data may not be predictive of final results. If we cannot generate positive results in our later clinical trials of setmelanotide, we may be unable to successfully develop, obtain regulatory approval for and commercialize additional indications for setmelanotide.

The number of patients with each of the MC4R pathway deficiencies is very small and has not been established with precision. If the actual number of patients with any of these conditions is smaller than we had estimated, our revenue and ability to achieve profitability will be materially adversely affected. Moreover, our ability to recruit patients to our trials may be materially adversely affected. Patient enrollment may also be adversely affected by competition and other factors.

Failures or delays in the commencement or completion of our planned clinical trials of setmelanotide could result in increased costs to us and could delay, prevent or limit our ability to generate revenue and continue our business.

Changes in regulatory requirements and, guidance in the United States or abroad, or unanticipated events during our clinical trials of setmelanotide may occur, which may result in changes to clinical trial protocols or additional clinical trial requirements, which could result in increased costs to us and could delay our development timeline. Additionally, it may be necessary to validate different or additional instruments for measuring subjective symptoms, and to show that setmelanotide has a clinically meaningful impact on specified endpoints in order to obtain regulatory approval.

Even if we complete the necessary clinical trials, the regulatory and marketing approval process is expensive, time consuming and uncertain and may prevent us from obtaining additional approvals for the commercialization of setmelanotide. We depend entirely on the success of setmelanotide, and we cannot be certain that we will be able to obtain additional regulatory approvals for, or successfully commercialize, setmelanotide. If we are not able to obtain, or if there are delays in obtaining, required additional regulatory approvals, we will not be able to commercialize setmelanotide in additional indications in the United States or in foreign jurisdictions, and our ability to generate revenue will be materially impaired.

Our approach to treating patients with MC4R pathway deficiencies requires the identification of patients with unique genetic subtypes, for example, POMC genetic deficiency. The FDA or other equivalent competent authorities in foreign jurisdictions could require the clearance, approval or CE marking of an in vitro companion diagnostic device to ensure appropriate selection of patients as a condition of approving setmelanotide in additional indications. The requirement that we obtain clearance, approval or CE marking of an in vitro companion diagnostic device would require substantial financial resources, and could delay or prevent the receipt of additional regulatory approvals for setmelanotide, or adversely affect those we have already obtained.

Our product candidates may cause undesirable side effects that could delay or prevent their regulatory approval, limit the commercial profile of an approved labeling or result in significant negative consequences following marketing approval, if any.

Our CHI program remains in the discovery stage and although we intend to identify an investigational candidate in 2026, we cannot be assured that we will ever successfully develop and commercialize a CHI product candidate.

If the third parties we rely on, and will continue to rely on, do not successfully carry out their contractual obligations or meet expected timelines, we may not be able to obtain additional regulatory approvals for, manufacture, distribute or continue to commercialize setmelanotide and our business could be materially adversely affected.

Our industry is intensely competitive. If we are not able to compete effectively against current and future competitors, we may not be able to generate sufficient revenue from the sale of IMCIVREE, our business will not grow and our financial condition and operations will suffer.

If we are unable to adequately protect our proprietary technology or maintain issued patents that are sufficient to protect setmelanotide or our other product candidates, others could compete against us more directly, which would have a material adverse impact on our business, results of operations, financial condition and prospects.

Global events, such as pandemics, economic, political and regulatory changes and uncertainties, have and may continue to adversely impact our business, including our preclinical studies, clinical trials and other commercialization prospects.

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