Item 5. Other Information
ITEM 5. OTHER INFORMATION
(c) Trading Plans
During the quarter ended March 31, 2026, the following directors and officers (as defined in Exchange Act Rule 16a-1(f)) adopted certain trading plans intended to satisfy Rule 10b5-1(c):
Name Title Adoption or Termination Date Plan End Date Shares Vesting and Subject to Sell-To-Cover (1)
Other Shares Being Sold (Subject to Certain Conditions)
Victoria Vakiener Board Member 01/12/2026 12/31/2026 4,300
Adeoye Olukotun Board Member 01/14/2026 12/31/2026 7,819
Hongbo Lu Board Member 01/14/2026 12/31/2026 7,449
William Waddill Board Member 02/25/2026 12/31/2026 3,910
Daniel Apel Chief Financial Officer 03/29/2026 04/27/2027 43,750
(1) This column indicates the total number of shares vesting, but the 10b5-1 Plan provides for the sale of only those shares necessary to satisfy payment of applicable withholding taxes.
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ITEM 6. EXHIBITS
Exhibit
Number Document Description
3.1 Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 3.3 of the Company’s Form 8-K filed on April 6, 2016)
3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Arrowhead Pharmaceuticals, Inc. (incorporated by reference from Exhibit 3.2 of the Company’s Form 10-Q filed on May 2, 2023)
3.3
Second Amended and Restated Bylaws of Arrowhead Pharmaceuticals, Inc., as amended January 24, 2023 (incorporated by reference from Exhibit 3.3 of the Company's Form 10-Q filed on February 5, 2026)
4.1.
Form of Pre-Funded Warrant (incorporated by reference from Exhibit 4.1 of the Company’s Form 8-K filed on January 9, 2026)
4.2
Indenture, dated as of January 12, 2026, between Arrowhead Pharmaceuticals, Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference from Exhibit 4.1 of the Company’s Form 8-K filed on January 12, 2026)
4.3
First Supplemental Indenture, dated as of January 12, 2026, between Arrowhead Pharmaceuticals, Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference from Exhibit 4.2 of the Company’s Form 8-K filed on January 12, 2026)
4.4
Form of certificate representing the 0.00% Convertible Senior Notes due 2032 (incorporated by reference from Exhibit 4.3 of the Company’s Form 8-K filed on January 12, 2026)
10.1*#
Arrowhead Pharmaceuticals, Inc. Amended and Restated 2021 Incentive Plan
10.2*#
Arrowhead Pharmaceuticals, Inc. Amended and Restated Inducement Plan
31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS* Inline XBRL Instance Document
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
104* The cover page from this Quarterly Report on Form 10-Q, formatted in Inline XBRL (included as Exhibit 101)
_________________
* Filed herewith.
** Furnished herewith.
# Indicates compensation plan, contract or arrangement.
† Certain portions of this exhibit were redacted by means of marking such portions with asterisks because the identified portions are (i) not material and (ii) treated as private or confidential by the Company.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: May 7, 2026
ARROWHEAD PHARMACEUTICALS, INC.
By: /s/ Daniel Apel
Daniel Apel
Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.