Rhythm Pharmaceuticals Inc 2025年度报告

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549_______________________________________________________________ ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromtoCommission file number 001-38223_______________________________________________________________ 222 Berkeley Street12FloorBoston, MA 02116(Address of Principal Executive Offices)(Zip Code)(857) 264-4280(Registrant’s telephone number, including area code)N/A(Former name, former address and former fiscal year, if changed since last report)th Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None_______________________________________________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of thischapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executiveofficers during the relevant recovery period pursuant to § 240.10D-1(b).☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ . Common Stock on June30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter.Solely for purposes of this disclosure, Common Stock held byexecutive officers, directors and certain stockholders of the registrant as of such date have been excluded because such holders may be deemed to be affiliates. There were 68,285,039 shares ofthe registrant's Common Stock outstanding as of February24, 2026. DOCUMENTS INCORPORATED BY REFERENCEThe registrant intends to file a definitive proxy statement for the registrant's 2026 Annual Meeting of Stockholders within 120 days of the end of the fiscal year ended December31, 2025. Portions of such definitive proxy statement are incorporated by reference into Part III of this Annual Report on Form 10-K. RHYTHM PHARMACEUTICALS, INC.ANNUAL REPORT ON FORM 10-KFor the Year Ended December 31, 2025 Table of Contents PART I Item 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety Disclosures Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities110Item 6. [Reserved]111Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations111Item 7A. Quantitative and Qualitative Disclosures about Market Risk124Item 8. Financial Statements and Supplementary Data124Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures124Item 9A. Controls and Procedures124Item 9B. Other Information126Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections126 Item 10. Directors, Executive Officers and Corporate Governance126Item 11. Executive Compensation127Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters127Item 13. Certain Relationships and Related Transactions and Director Independence127Item 14. Principal Accountant Fees and Services127 Item 15. Exhibits and Financial Statement Schedules128Item 16. Form 10-K Summary131 SIGNATURES132 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This A