Form 4: Phio Pharma Director Acquires Restricted Stock Units

Phio Pharmaceuticals Corp. Director Patricia A. Bradford reported the acquisition of 18,800 restricted stock units, increasing her beneficial ownership to 27,151 shares.

Summary

• Patricia A. Bradford, a Director of Phio Pharmaceuticals Corp. (PHIO), reported a change in beneficial ownership.
• She acquired 18,800 shares underlying a restricted stock unit grant on September 11, 2025.
• These restricted stock units will vest on the first annual anniversary of the grant date.
• The acquisition price for these units was $0.
• Following this transaction, her total beneficial ownership stands at 27,151 shares of common stock.
• The reported number of securities has been adjusted to reflect prior reverse stock splits.
• A Section 16 Power of Attorney was granted by Patricia A. Bradford to Lisa C. Carson and Irina Abbas for SEC filing purposes, executed on September 4, 2025.

Sentiment

Score: 7

Explanation: The acquisition of restricted stock units by a director is generally a positive signal, indicating continued alignment of interests between management/board and shareholders. It's a routine compensation event but still reflects commitment.

Positives

• Director Patricia A. Bradford increased her beneficial ownership in the company through a restricted stock unit grant, indicating continued alignment with shareholder interests.
• The grant of restricted stock units (RSUs) is a common form of equity compensation, aligning management incentives with long-term company performance.

Risks

• The Power of Attorney explicitly states that neither the Company nor the Attorney-in-Fact assumes liability for the undersigned's responsibility to comply with Section 13 or Section 16 of the Exchange Act or Rule 144, or for any failure to comply or disgorgement of profits under Section 16(b).
• The Power of Attorney does not relieve the undersigned from responsibility for compliance with obligations under Section 13 or Section 16 of the Exchange Act, including reporting requirements.

Future Outlook

The restricted stock units are scheduled to vest on the first annual anniversary of the grant date, indicating a future event for the shares to become fully owned.

Management Comments

• The Power of Attorney acknowledges that it authorizes, but does not require, the Attorney-in-Fact to act in their discretion without independent verification of information.
• Neither the Company nor the Attorney-in-Fact assumes liability for the undersigned's compliance with SEC regulations (Section 13, Section 16, Rule 144) or for disgorgement of profits under Section 16(b).
• The Power of Attorney does not relieve the undersigned from responsibility for compliance with their obligations under Section 13 or Section 16 of the Exchange Act.

Industry Context

The grant of restricted stock units to a director is a standard practice in the biotechnology and pharmaceutical industry, aligning executive and director incentives with long-term shareholder value creation. This type of equity compensation is common for retaining talent and encouraging commitment to company performance.

Comparison to Industry Standards

• The grant of 18,800 restricted stock units to a director is a typical form of non-cash compensation in publicly traded companies, particularly in the biotech sector. While the specific value depends on the company's market capitalization and compensation philosophy, it aligns with general industry practices for director remuneration, which often includes a mix of cash and equity to foster long-term alignment. Without specific compensation benchmarks for comparable companies like other small-cap biotech firms (e.g., small-cap oncology or immunology focused biotechs), a direct quantitative comparison is not feasible from this filing alone.

Corporate Governance

Related Party Transactions

• The grant of restricted stock units to a director is a transaction between the company and a related party (director), which is a standard compensation practice.

Stakeholder Impact

• Shareholders: The increase in director ownership through RSUs aligns the director's interests with long-term shareholder value.
• Management: The Power of Attorney streamlines compliance for the director, potentially reducing administrative burden.

Next Steps

• The restricted stock units are expected to vest on the first annual anniversary of the grant date (September 11, 2026).
• Patricia A. Bradford will continue to file SEC forms (e.g., Forms 4, 5, Schedules 13D/G, Forms 144) as required, facilitated by the granted Power of Attorney.

Key Dates

Keywords

Phio Pharmaceuticals, PHIO, Patricia A. Bradford, Director, Restricted Stock Units, RSU, Beneficial Ownership, SEC Form 4, Insider Trading, Equity Compensation, Section 16, Power of Attorney