Rhythm Pharmaceuticals (RYTM) Proxy filing summary

Shareholder rights and capital structure

• As of May 22, 2026, there were 68,593,574 shares of Common Stock and 115,000 shares of Convertible Preferred Stock outstanding.

• Major shareholders include RA Capital Management (9.7%), Baker Bros. Advisors (8.2%), BlackRock (6.4%), PRIMECAP Management (5.1%), and Perceptive Advisors.

• Convertible Preferred Stock has conversion limits to prevent holders from exceeding specified ownership thresholds (4.99% for Baker Bros., 9.99% for Perceptive Advisors).

• Voting and dispositive powers for institutional holders are often delegated to investment managers or advisers.

Board of directors and corporate governance

• Directors and executive officers as a group (13 persons) beneficially own 5.9% of Common Stock.

• Individual director and executive officer ownership includes both direct holdings and options/restricted stock units vesting within 60 days.

Related party transactions

• Investment managers and advisers, such as RA Capital, Baker Bros., and Perceptive Advisors, may be deemed beneficial owners due to delegated voting and investment authority.