Management Change/Compensation (Form 8-K)

Item 5.02 (d). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 17, 2026, Phio Pharmaceuticals Corp. (the "Company") and Robert J. Bitterman, the Company's President and Chief Executive Officer, entered into an amendment (the "Second Amendment") to the existing employment agreement with Mr. Bitterman, dated February 20, 2023, as amended by the First Amendment dated March 25, 2025 (the "Existing Employment Agreement").

The Second Amendment (i) amends the severance provision in the Existing Employment Agreement to provide that, in the event of a termination by the Company without "cause" (as defined in the Existing Employment Agreement) or by Mr. Bitterman for "good reason" (as defined in the Existing Employment Agreement), Mr. Bitterman is entitled to severance in the amount of twelve (12) months of his base salary and (ii) provides that Mr. Bitterman's annual target bonus opportunity shall be 50% of his base salary (increased from 40% in the Existing Employment Agreement).

The foregoing description of the Second Amendment is only a summary and is qualified in its entirety by reference to the complete terms and conditions of the Second Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.