Form 4: Phio Pharma CEO Reports Stock Changes, Grants POA

Phio Pharmaceuticals CEO Robert J. Bitterman reported recent stock transactions, including the acquisition of 250,000 restricted stock units and the disposition of 4,111 shares for tax withholding, while also granting a power of attorney for SEC filings.

Summary

• Robert J. Bitterman, Chairman, President & CEO, and Director of Phio Pharmaceuticals Corp., reported changes in his beneficial ownership of company common stock.
• On September 11, 2025, Bitterman acquired 250,000 shares of common stock underlying a restricted stock unit grant, with a price of $0. These shares will vest on the first annual anniversary of the grant.
• On the same date, 4,111 shares of common stock were disposed of at a price of $2.32 per share to satisfy tax withholding obligations related to the vesting of restricted stock units. No shares were sold by Bitterman.
• Following these transactions, Bitterman beneficially owns 271,421 shares of Phio Pharmaceuticals Corp. common stock, including shares underlying unvested restricted stock units.
• Bitterman also granted a Power of Attorney, effective September 4, 2025, to Lisa C. Carson of Phio Pharmaceuticals Corp. and Irina Abbas of Hogan Lovells US LLP, authorizing them to prepare, execute, and file SEC documents on his behalf, including Forms 3, 4, 5, Schedules 13D/13G, and Forms 144.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive due to the significant grant of restricted stock units to the CEO, aligning his interests with shareholders. The disposition of shares was for tax purposes, not a sale, which is neutral. The Power of Attorney is a routine administrative matter.

Positives

• The acquisition of 250,000 restricted stock units by the CEO indicates continued alignment of management's interests with shareholder value.
• The grant of restricted stock units is a common incentive for executive retention and performance.

Negatives

• The disposition of 4,111 shares for tax withholding, while not a sale, reduces direct beneficial ownership slightly.

Risks

• The Power of Attorney explicitly states that it does not relieve Robert J. Bitterman from responsibility for compliance with Section 13 or Section 16 of the Exchange Act, including reporting requirements and potential disgorgement of profits under Section 16(b). This highlights the ongoing personal liability of the insider despite delegation of administrative tasks.

Future Outlook

The 250,000 restricted stock units granted to Robert J. Bitterman will vest on the first annual anniversary of the grant, indicating a future vesting event. The Power of Attorney remains in effect until Bitterman is no longer required to file specific SEC forms, suggesting a long-term arrangement for compliance.

Industry Context

This filing is a routine insider transaction report (Form 4) and a related legal authorization (Power of Attorney). It reflects standard corporate governance practices for public companies, where executives receive equity compensation and delegate administrative tasks for SEC compliance. It does not provide specific insights into broader industry trends or competitive landscape beyond the company's internal operations.

Comparison to Industry Standards

• The grant of restricted stock units (RSUs) is a standard form of equity compensation for executives in publicly traded companies, aligning executive incentives with shareholder interests.
• The use of a Power of Attorney for SEC filings is a common administrative practice for corporate insiders to ensure timely and accurate compliance with reporting obligations under Section 16 of the Exchange Act.
• The disposition of shares for tax withholding upon RSU vesting is a typical mechanism to cover tax liabilities without requiring the executive to sell additional shares on the open market.

Corporate Governance

Stakeholder Impact

• Shareholders: The grant of restricted stock units to the CEO aligns his long-term interests with shareholder value creation. The administrative Power of Attorney ensures compliance and transparency in insider reporting.
• Management/Employees: The CEO's equity compensation package is detailed, providing transparency on executive incentives.

Next Steps

• The 250,000 restricted stock units granted on September 11, 2025, are scheduled to vest on the first annual anniversary of the grant.
• The Attorney-in-Fact will continue to prepare and file SEC documents on behalf of Robert J. Bitterman as required.

Key Dates

Recommendation

The filing details routine insider transactions and a power of attorney for SEC compliance. The grant of restricted stock units to the CEO is a positive for aligning management incentives, but the overall information does not present new material that would significantly alter the company's fundamental outlook or warrant a change in investment strategy. It's a standard operational update.

Keywords

Phio Pharmaceuticals, PHIO, Robert J. Bitterman, CEO, Director, Insider Trading, Form 4, Restricted Stock Units, RSU, Stock Ownership, SEC Filings, Power of Attorney, Corporate Governance