What changed in this filing

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Item 9A. Controls and Procedures

2026-02-19 compared with 2025-02-20 · 141 added, 161 removed, 225 unchanged (57% of the section changed)

1 unchanged sentence

Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures

As of December 31, 2024, management, with the participation of our CEO and Chief Financial and Operations Officer (CFOO), performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including the CEO and the CFOO, to allow timely decisions regarding required disclosures.

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective and management necessarily applies its judgment in evaluating the cost-benefit

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relationship of possible controls and procedures.

Based on this evaluation, our CEO and CFOO concluded that, as of December 31, 2024, the design and operation of our disclosure controls and procedures were effective at a reasonable assurance level.

As of December 31, 2025, management, with the participation of our CEO and Chief Financial Officer (CFO), performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including the CEO and the CFO, to allow timely decisions regarding required disclosures.

Based on this evaluation, our CEO and CFO concluded that, as of December 31, 2025, the design and operation of our disclosure controls and procedures were effective at a reasonable assurance level.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is a process designed by, or under the supervision of, our CEO and CFOO, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Internal control over financial reporting is a process designed by, or under the supervision of, our CEO and CFO, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• Pertain to the maintenance of records that accurately and fairly reflect in reasonable detail the transactions and dispositions of the assets of our company;

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• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

• Provide reasonable assurances regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material adverse effect on our financial statements.

Our management assessed our internal control over financial reporting as of December 31, 2024, the end of the period covered by this Annual Report on Form 10-K.

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material adverse effect on our financial statements.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025, the end of the period covered by this Annual Report on Form 10-K.

Management based its assessment on criteria established in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

1 unchanged sentence

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the 2025 fourth quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of Independent Registered Public Accounting Firm

Our independent registered public accounting firm, Ernst & Young LLP, has audited our Financial Statements included in Item 8 of this Annual Report on Form 10-K and have issued a report on our internal control over financial reporting as of December 31, 2024.

Our independent registered public accounting firm, Ernst & Young LLP, has audited our Financial Statements included in Item 8 of this Annual Report on Form 10-K and has issued a report on our internal control over financial reporting as of December 31, 2025.

Their report on the audit of internal control over financial reporting appears below.

10 unchanged sentences

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are

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required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

4 unchanged sentences

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

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accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

9 unchanged sentences

During the three months ended December 31, 2025, our Section 16 officers and directors adopted or terminated contracts, instructions or written plans for the purchase or sale of our securities as noted below.

Name and Title of Director or Officer

Action Date Trading Arrangement Total Shares Available to be Sold

Expiration Date

Name and Title of Director or Officer Action Date Trading Arrangement Total Shares Available to be Sold Expiration Date

Rule 10b5-1* Non-Rule 10b5-1**

Robert Blanks , Chief Regulatory Officer

December 20, 2024 X

339,500 June 21, 2024

John Bishop , Chief Technical and Quality Officer

Adoption November 6, 2025 X 156,687 November 6, 2026

Michael Raab , President and Chief Executive Officer and Director

Adoption November 7, 2025 X 500,000 February 15, 2027

Elizabeth Grammer , former Chief Legal Officer

Adoption November 11, 2025 X 114,638 August 30, 2026

* Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)

2 unchanged sentences

Not applicable.

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ITEMS 10, 11, 12, 13, 14.

2 unchanged sentences

Directors, Executive Officers, and Corporate Governance.

“Executive Officers,” “Election of Directors,” “Corporate Governance,” and “ Section 16(a) Beneficial Ownership Reporting Compliance” sections.

We have included information regarding our Code Business Conduct and Ethics and our Insider Trading Policy below.

“Executive Officers,” “Election of Directors,” “Board and Corporate Governance Matters,” and “Security Ownership of Certain Beneficial Owners and Management” sections.

We have included information regarding our Code of Business Conduct and Ethics and our Insider Trading Policy below.

Executive Compensation.

“Executive Compensation” section.

“Compensation Discussion and Analysis” and “Compensation Committee Interlocks and Insider Participation” sections, but exclusive of any information contained under the heading “Pay Versus Performance”

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

1 unchanged sentence

Certain Relationships and Related Transactions, and Director Independence.

“Certain Relationships and Related Party Transactions” and “Election of Directors” sections.

“Certain Relationships and Related Party Transactions” and “Board and Corporate Governance Matters” sections.

Principal Accountant Fees and Services.

“Principal Accountant Fees and Services” section.

“Independent Registered Public Accounting Firm Fees” and “Pre-Approval Policies and Procedures” sections.

Code of Business Conduct and Ethics

4 unchanged sentences

Insider Trading Policy and Procedures

We have an insider trading compliance policy and procedures governing the purchase, sale and other dispositions of our securities that applies to all of our personnel, including directors, officers, employees and other covered persons.

We have an insider trading compliance policy and procedures governing the purchase, sale and other dispositions of our securities that apply to all of our personnel, including directors, officers, employees and other covered persons.

We believe that our insider trading compliance policy and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us.

A copy of our Trading Policy is filed as Exhibit 19.1 to this Form 10-K.

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A copy of our insider trading policy and procedures is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

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EXHIBITS, FINANCIAL STATEMENT SCHEDULES

6 unchanged sentences

FORM 10-K SUMMARY

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Table of Co n t e n t s

Exhibit Index

Number Incorporated by Reference Filed

Exhibit Description Form Date Number

Incorporated by Reference Filed

Exhibit Description Form Date Number Herewith

3.1 Amended and Restated Certificate of Incorporation.

2 unchanged sentences

8-K 6/20/2023 3.1

3.3 Amended and Restated Bylaws

3.3 Second Amended and Restated Bylaws.

8-K 08/04/2025 3.1

3 unchanged sentences

4.3 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

10-K 3/8/2021 4.4

10.1(a) Termination Agreement, dated June 2, 2015, by and between AstraZeneca AB and Ardelyx, Inc.

10-Q 8/12/2015 10.1

10.1(b) Amendment No.

1 to Termination Agreement and to Manufacturing and Supply Agreement, dated November 2, 2015 by and between AstraZeneca AB and Ardelyx, Inc.

10-K 3/4/2016 10.1(d)

10.2(a) Lease, dated August 8, 2008, by and between 34175 Ardenwood Venture, LLC and Ardelyx, Inc.

S-1 5/19/2014 10.4(a)

10.2(b) First Amendment to Lease, dated December 20, 2012, by and between 34175 Ardenwood Venture, LLC and Ardelyx, Inc.

S-1 5/19/2014 10.4(b)

10.2(c) Second Amendment to Lease, dated September 5, 2014, by and between Ardelyx, Inc.

and 34175 Ardenwood Venture, LLC

8-K 9/9/2014 10.1

10.2(d) Third Amendment to Lease, dated April 28, 2016, by and between Ardelyx, Inc.

and 34175 Ardenwood Venture, LLC

10-Q 8/8/2016 10.3

10.2(e) Fourth Amendment to Lease, dated May 25, 2021, by and between Ardelyx, Inc.

and 34175 Ardenwood Venture, LLC

3/2/2023 10.2(e)

10.2(f) Fifth Amendment to Lease, dated May 25, 2021, by and between Ardelyx, Inc.

and 34175 Ardenwood Venture, LLC

8-K 6/1/2021 10.1

Sixth Amendment to Lease, dated May 25, 2021, by and between Ardelyx, Inc.

and 34175 Ardenwood Venture, LLC.

8-K 10/9/2024

Lease Agreement, dated December 30, 2020, by and between Ardelyx, Inc.

1 unchanged sentence

10-K 3/8/2021 10.31

Amendment Number 2 to Lease Agreement by and between Ardelyx, Inc, and Prospect Fifth Avenue, LLC.

Amendment Number 2 to Lease Agreement by and between Ardelyx, Inc.

and Prospect Fifth Avenue, LLC.

5/2/2024 10.3(b)

Amendment Number 3 to Lease Agreement by and between Ardelyx, Inc, and Prospect Fifth Avenue, LLC.

Amendment Number 3 to Lease Agreement by and between Ardelyx, Inc.

and Prospect Fifth Avenue, LLC.

5/2/2024 10.3(c)

10.1(d) Amendment Number 4 to Lease Agreement by and between Ardelyx, Inc.

and Prospect Fifth Avenue, LLC.

10-Q 8/4/2025 10.2

Lease Agreement, dated October 3, 2024, by and between Ardelyx, Inc.

1 unchanged sentence

8-K 10/9/2024 10.1

Ardelyx, Inc.

10.3(a)# Ardelyx, Inc.

Amended and Restated 2014 Equity Incentive Award Plan.

8/1/2024 10.1

Ardelyx, Inc.

Amended and Restated 2014 Employee Stock Purchase Plan.

8/1/2024 10.2

Ardelyx, Inc.

2008 Stock Incentive Plan, as amended

S-1 5/19/2014 10.5(a)

Form of Stock Option Grant Notice and Stock Option Agreement under the 2008 Stock Incentive Plan, as amended

S-1 5/19/2014 10.5(b)

Form of Restricted Stock Purchase Grant Notice and Restricted Stock Purchase Agreement under the 2008 Stock Incentive Plan, as amended

S-1 5/19/2014 10.5(c)

Ardelyx, Inc.

10-Q 8/1/2024 10.1

First Amendment to the Ardelyx, Inc.

Amended and Restated 2014 Equity Incentive Award Plan.

8/1/2024 10.1

Form of Stock Option Grant Notice and Stock Option Agreement under the 2014 Equity Incentive Award Plan

S-1/A 6/9/2014 10.6(b)

Form of Restricted Stock Award Agreement and Restricted Stock Unit Award Grant Notice under the 2014 Equity Incentive Award Plan

S-1/A 6/9/2014 10.6(c)

Table of Conten t s

Number Incorporated by Reference Filed

Exhibit Description Form Date Number

8-K 06/18/2025 10.1

Form of Stock Option Grant Notice under the Amended and Restated 2014 Equity Incentive Award Plan.

Form of Stock Option Agreement under the Amended and Restated 2014 Equity Incentive Award Plan.

Form of Restricted Stock Unit Award Grant Notice under the Amended and Restated 2014 Equity Incentive Award Plan.

Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2014 Equity Incentive Award Plan.

Form of Non-Employee Director Stock Option Grant Notice under the Amended and Restated 2014 Equity Incentive Award Plan.

Form of Non-Employee Director Stock Option Agreement under the Amended and Restated 2014 Equity Incentive Award Plan.

Form of Non-Employee Director Restricted Stock Unit Award Grant Notice under the Amended and Restated 2014 Equity Incentive Award Plan.

Form of Non-Employee Director Restricted Stock Unit Award Agreement under the Amended and Restated 2014 Equity Incentive Award Plan.

Ardelyx, Inc.

Amended and Restated 2014 Employee Stock Purchase Plan.

10-Q 8/1/2024 10.2

Ardelyx, Inc.

8/1/2024 10.2

10.5(a)# Ardelyx, Inc.

2016 Employment Commencement Incentive Plan.

2/22/2024 10.7(a)

Form of Stock Option Grant Notice and Stock Option Agreement under the 2016 Employment Commencement Incentive Plan

S-8 3/7/2023 99.3

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2016 Employment Commencement Incentive Plan

10.5(b)# Form of Stock Option Grant Notice and Stock Option Agreement under the 2016 Employment Commencement Incentive Plan.

S-8 11/10/2016 99.2

Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the 2016 Employment Commencement Incentive Plan

10.5(c)# Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2016 Employment Commencement Incentive Plan.

S-8 11/10/2016 99.3

Registration Rights Agreement by and among Ardelyx, Inc.

and the investors signatory thereto, dated June 2, 2015

10.5(d)# Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the 2016 Employment Commencement Incentive Plan.

S-8 11/10/2016 99.4

Registration Rights Agreement by and among Ardelyx, Inc.

and the investors signatory thereto, dated July 14, 2016

10-Q 8/8/2016 10.2

Table of Co n t e n t s

Incorporated by Reference Filed

Exhibit Description Form Date Number Herewith

Form of Indemnification Agreement for Directors and Officers.

S-1/A 6/9/2014 10.7

Amended and Restated Executive Employment Agreement, dated June 6, 2014, by and between Ardelyx, Inc.

Second Amended and Restated Executive Employment Agreement, dated April 29, 2025, by and between Ardelyx, Inc.

and Michael Raab.

S-1/A 6/9/2014 10.8

10-Q 5/1/2025 10.1

Offer Letter, dated December 28, 2009, by and between Ardelyx, Inc.

1 unchanged sentence

S-1/A 6/9/2014 10.13

Second Amended and Restated Change in Control and Severance Agreement by and between Ardelyx, Inc.

Rosenbaum, Ph.D.

10-Q 5/8/2018 10.1

Amendment Number One to Second Amended and Restated Change in Control Severance Agreement and Retention Agreement dated December 1, 2021 between Ardelyx, Inc.

Transition and Separation Agreement, dated November 5, 2025, by and between Ardelyx, Inc.

and David Rosenbaum.

10-K 2/28/2022 10.20

Offer Letter, dated November 21, 2012, by and between Ardelyx, Inc.

1 unchanged sentence

S-1/A 6/9/2014 10.14

Second Amended and Restated Change in Control and Severance Agreement by and between Ardelyx, Inc.

Transition and Separation Agreement, dated December 17, 2025, by and between Ardelyx, Inc.

and Elizabeth Grammer.

10-Q 5/8/2018 10.0

Offer Letter, dated April 27, 2020, by and between Ardelyx, Inc.

and Susan Rodriguez

10-Q 8/6/2020 10.1

Change in Control Severance Agreement dated June 2, 2020, by and between Ardelyx, Inc.

and Susan Rodriguez

10-Q 8/6/2020 10.2

Offer Letter, dated June 2, 2020, by and between Ardelyx, Inc.

1 unchanged sentence

10-Q 8/6/2020 10.3

Change in Control Severance Agreement, dated June 8, 2020, by and between Ardelyx, Inc.

Transition and Separation Agreement, dated August 1, 2025, by and between Ardelyx, Inc.

and Justin Renz.

10-Q 10/30/2025 10.1

Second Amended and Restated Non-Employee Director Compensation Program

Form of Amended and Restated Change in Control and Severance Agreement for Executive Officers Other Than CEO.

10-Q 5/1/2025 10.2

Third Amended and Restated Non-Employee Director Compensation Program

2/22/2024 10.20(b)

Fifth Amended and Restated Non-Employee Director Compensation Program.

10.16# Offer Letter, dated February 13, 2024 by and between Ardelyx, Inc.

and Michael Kelliher.

5/2/2024 10.29

10-Q 5/2/2024 10.29

10.17# Offer Letter, dated July 25, 2024 by and between Ardelyx, Inc.

and Eric Foster.

10-Q 10/31/2024 10.6

Offer Letter, dated April 10, 2025 by and between Ardelyx, Inc.

8/4/2025 10.3

Offer Letter, dated September 23, 2025, by and between Ardelyx, Inc.

and Susan Hohenleitner.

10-Q 10/30/2025 10.2

Offer Letter, dated June 29, 2025, by and between Ardelyx, Inc.

and John Bishop.

10-Q 10/30/2025 10.3

Offer Letter, dated May 29, 2025, by and between Ardelyx, Inc.

and Edward Conner.

10-Q 10/30/2025 10.4

10.22 Commercial Supply Agreement, dated August 7, 2024 and effective as of July 23, 2024, by and between Ardelyx, Inc.

3 unchanged sentences

and Hovione, LLC.

10/31/2024 10.2

Table of Conten t s

Number Incorporated by Reference Filed

Exhibit Description Form Date Number

10-Q 10/31/2024 10.2

License Agreement, dated November 27, 2017, by and between Kyowa Hakko Kirin Co., Ltd.

and Ardelyx, Inc.

10-K 3/14/2018 10.35

Amendment Number 1 to License Agreement, dated as of November 27, 2017, by and among Ardelyx, Inc., and Kyowa Kirin Co., Ltd.

4 unchanged sentences

and Ardelyx, Inc.

10-K 3/14/2018 10.36

Royalty and Sales Milestone Interest Acquisition Agreement dated June 29, 2022, by and between Ardelyx, Inc.

7 unchanged sentences

10-Q 8/4/2022 10.2

Table of Co n t e n t s

Incorporated by Reference Filed

Exhibit Description Form Date Number Herewith

Second Amendment to the Loan and Security Agreement dated February 9, 2023, by and between Ardelyx, Inc.

7 unchanged sentences

10/31/2024 10.5

Fifth Amendment to Loan and Security Agreement, dated June 30, 2025, by and among the Ardelyx, Inc., SLR Investment Corp., as collateral agent, and the lenders party thereto.

8-K 07/03/2025 10.1

Exit Fee Agreement dated February 23, 2022, by and between Ardelyx, Inc.

12 unchanged sentences

S-3 1/19/2023 1.2

Arde lyx , Inc.

I nsider Trading Com pliance Pol ic y and Procedures

Open Market Sales Agreement, dated November 3, 2025 between Ardelyx, Inc.

and Jefferies LLC.

S-3 11/3/2025

Ardelyx, Inc.

Insider Trading Compliance Policy and Procedures.

23.1 Consent of Independent Registered Public Accounting Firm.

3 unchanged sentences

Policy for Recovery of Erroneously Awarded Compensation.

101.SCH Inline XBRL Taxonomy Extension Schema Document — X

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document — X

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document — X

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Number Incorporated by Reference Filed

Exhibit Description Form Date Number

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document — X

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document — X

101.SCH Inline XBRL Taxonomy Extension Schema Document.

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

_______________________________

† Confidential treatment granted as to portions of this Exhibit.

The confidential portions of this Exhibit have been omitted and are marked by asterisks.

† Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K.

1 unchanged sentence

# Indicates management contract or compensatory plan.

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* The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Ardelyx, Inc.

under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made

Table of Co n t e n t s

before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

6 unchanged sentences

POWER OF ATTORNEY

Each person whose individual signature appears below hereby authorizes and appoints Michael Raab, Justin Renz, and Joseph Reilly, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this annual report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Table of Conten t s

Each person whose individual signature appears below hereby authorizes and appoints Michael Raab, Susan Hohenleitner, and Joseph Reilly, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this annual report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

3 unchanged sentences

February 19, 2026

/s/ Justin Renz Chief Financial and Operations Officer

/s/ Susan Hohenleitner

Chief Financial Officer

(Principal Financial Officer)

February 19, 2026

Susan Hohenleitner

/s/ Joseph Reilly

Chief Accounting Officer

Senior Vice President and Chief Accounting Officer

(Principal Accounting Officer)

11 unchanged sentences

Onaiza Cadoret-Manier

/s/ Merdad Parsey

Director February 19, 2026

Merdad Parsey, M.D., Ph.D.

/s/ Richard Rodgers Director February 19, 2026

Richard Rodgers

Table of Conten t s

Table of Co n t e n t s

SUMMARY OF ABBREVIATED TERMS

Throughout this 2025 Form 10-K, we have used terms which are defined below:

340B Program Public Health Service’s 340B Drug Pricing Program HCR Agreement Royalty and Sales Milestone Interest Acquisition Agreement

AAKP American Association of Kidney Patients HHS Department of Health and Human Services

ACA Affordable Care Act HIPAA Health Insurance Portability and Accountability Act of 1996, as amended, and regulations promulgated thereunder

340B Program Public Health Service’s 340B Drug Pricing Program HCR HealthCare Royalty Partners IV, L.P.

AAKP American Association of Kidney Patients HCR Agreement Royalty and Sales Milestone Interest Acquisition Agreement

ACA Affordable Care Act HHS Department of Health and Human Services

AI Technologies

Artificial intelligence, machine learning and certain automated decision-making technologies

HRSA Health Resources and Services Administration

AMP average manufacturer price IBS-C irritable bowel syndrome with constipation

ANDA abbreviated New Drug Application IND Investigational New Drug

API active pharmaceutical ingredient IRA Inflation Reduction Act of 2022

AstraZeneca AstraZeneca AB IRB institutional review board

ASU Accounting Standards Update Jefferies Jefferies, LLC

HIPAA Health Insurance Portability and Accountability Act of 1996, as amended, and regulations promulgated thereunder

AMP average manufacturer price HRSA Health Resources and Services Administration

ANDA abbreviated New Drug Application IBS-C irritable bowel syndrome with constipation

API active pharmaceutical ingredient IND Investigational New Drug

AstraZeneca AstraZeneca AB IRA Inflation Reduction Act of 2022

ASU Accounting Standards Update IRB Institutional Review Board

California Consumer Privacy Act, as amended by the California Privacy Rights Act

Kyowa Kirin Co., Ltd.

information technology

current Good Manufacturing Practice

Jefferies Jefferies LLC

chronic idiopathic constipation

Kyowa Kirin Co., Ltd.

CKD chronic kidney disease Knight

Knight Therapeutics, Inc.

CKD chronic kidney disease MDRP Medicaid Drug Rebate Program

CME Chicago Mercantile Exchange METiS METiS Therapeutics, Inc.

CMO contract manufacturing organization MHLW Ministry of Health, Labour and Welfare

CMS Centers for Medicare & Medicaid Services MIPPA Medicare Improvements for Patients and

Providers Act

CME Chicago Mercantile Exchange MDRP Medicaid Drug Rebate Program

CMO contract manufacturing organization METiS METiS Therapeutics, Inc.

CMS Centers for Medicare & Medicaid Services MHLW Ministry of Health, Labour and Welfare

CRO contract research organization

OLC Oxylanthanum Carbonate

MIPPA Medicare Improvements for Patients and

Providers Act

collectively, major wholesalers, specialty pharmacies and GPOs (IBSRELA) and specialty wholesaler (XPHOZAH)

NCE new chemical entity

EU-US Data Privacy Framework NDA New Drug Application

EEA European Economic Area NH3 sodium hydrogen exchange 3

ESPP Employee Stock Purchase Plan NMPA National Medical Products Administration

ESRD End-Stage Renal Disease NOL net operating loss

ESRD PPS End-Stage Renal Disease Prospective Payment System NMQF National Minority Quality Forum

EU Patent Package European Patent Package Non-FAMP Non-Federal Average Manufacturer Price

OLC Oxylanthanum Carbonate

EU-US Data Privacy Framework NCE new chemical entity

EEA European Economic Area NDA New Drug Application

ESPP Employee Stock Purchase Plan NHE3

sodium hydrogen exchange 3

ESRD End-Stage Renal Disease NMPA National Medical Products Administration

ESRD PPS End-Stage Renal Disease Prospective Payment System NOL net operating loss

EU Patent Package European Patent Package NMQF National Minority Quality Forum

the Securities Exchange Act of 1934, as amended

Non-FAMP Non-Federal Average Manufacturer Price

FASB Financial Accounting Standards Board R&D research and development

13 unchanged sentences

GTN gross-to-net VA Department of Veterans Affairs

HCR HealthCare Royalty Partners IV, L.P.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures