ARROWHEAD PHARMACEUTICALS, INC. 10-Q

ITEM 5. OTHER INFORMATION (c) Trading Plans During the quarter ended June 30, 2024, 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 Date Plan Start 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 5/15/2024 12/16/2024 12/31/2024 n/a 8,994 (1) This column indicates the total number of shares vesting in connection with equity awards, not the number of shares to be sold. The actual number of shares to be sold will be a smaller number based on whatever is required to satisfy payment of applicable withholding taxes under sell-to-cover arrangements. Financing Agreement On August 7, 2024 (the “Closing Date”), the Company entered into a financing agreement (the “Financing Agreement”) with the guarantors party thereto, the lenders party thereto (the “Lenders”), and Sixth Street Lending Partners, as the administrative agent and collateral agent for the Lenders. The Financing Agreement provides for a senior secured term loan facility of up to an aggregate principal amount of $935.3 million (the “Credit Facility”), consisting of (a) an initial draw term loan facility in an aggregate principal amount of $400.0 million, funded on the Closing Date (the “Initial Loan”), (b) a delayed draw term loan in an aggregate principal amount not exceeding $435.3 million (the “Delayed Draw Term Loan”) and (c) an uncommitted incremental facility in an aggregate principal amount not to exceed $100.0 million (the “Incremental Facility” and the loans made thereof, the “Incremental Term Loans”). The Credit Facility matures on August 7, 2031 (the “Maturity Date”) and bears interest at an annual rate equal to 15.0%. Certain additional commitment and undrawn amount fees are also payable in connection with the Credit Facility. The Company is permitted to use the proceeds of the Initial Loan for working capital, capital expenditures and 31 general corporate purposes of the Company and its subsidiaries. The proceeds of Delayed Draw Term Loans made after the Closing Date are permitted to be applied by the Company solely to pay interest on the Credit Facility. The Incremental Term Loans made after the Closing Date are permitted to be applied by Company in a manner as agreed upon between the Company and the administrative agent. The Credit Facility does not provide for scheduled amortization payments during the term. All principal will be due on the Maturity Date. The Company will have the right to prepay loans under the Credit Facility at any time. The Company is required to partially repay loans under the Credit Facility with proceeds from certain asset sales, condemnation events and extraordinary receipts, subject, in some cases, to reinvestment rights. Repayments are not subject to a prepayment premium. All obligations under the Financing Agreement will be secured on a first-priority basis, subject to certain exceptions, by security interests in substantially all assets of the Company and material subsidiaries of the Company, including its intellectual property, and will be guaranteed by material subsidiaries of the Company, including foreign subsidiaries, subject to certain exceptions. The Financing Agreement contains customary covenants, including, without limitation, negative covenants that, subject to certain exceptions, restrict indebtedness, liens, investments (including acquisitions), fundamental changes, asset sales and licensing transactions, dividends, modifications to material agreements, payment of subordinated indebtedness, and other matters customarily restricted in such agreements. The Company is subject to restrictions on sales and licensing transactions with respect to certain core intellectual property, subject to certain exceptions, including certain transactions related to areas outside the United States, the United Kingdom, the European Union, Japan and China. The Financing Agreement also contains certain events of default after which loans under the Credit Facility may be due and payable immediately, including payment defaults, material inaccuracy of representations and warranties, covenant defaults, bankruptcy and insolvency proceedings, cross-defaults to certain other agreements, judgments against the Company and its subsidiaries, cessation of business and change of control. The above description of the Financing Agreement and Credit Facility is a summary only and is qualified in its entirety by reference to the Financing Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending September 30, 2024. 32 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 May 2, 2023) 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. † 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. 33 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: August 8, 2024 ARROWHEAD PHARMACEUTICALS, INC. By: /s/ Kenneth A. Myszkowski Kenneth A. Myszkowski Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer) 34