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Item 5. Other Information

2026-05-15 compared with 2025-11-06 · 74 added, 7 removed, 42 unchanged (66% of the section changed)

Other Information

Our officers (as defined in Rule 16a-1(f) under the Exchange Act) have historically entered into sell-to-cover arrangements pursuant to Rule 10b5-1 authorizing the pre-arranged sale of shares to satisfy our tax withholding obligations arising exclusively from the vesting of time-vesting or performance-vesting restricted stock units and the related issuance of shares.

The amount of shares to be sold to satisfy our tax withholding obligations under these arrangements has been dependent on future events which cannot be known in advance, including the future trading price of our shares.

The expiration date relating to these arrangements has been dependent on future events which cannot be known in advance, including the final vest date of the applicable time-vesting or performance-vesting restricted stock units and the officer’s termination of service.

10b5-1 Trading Arrangements

During the quarter ended March 31, 2026, no director or officer (as defined in Exchange Act Rule 16a-1(f)) adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" as those terms are defined in Item 408 of Regulation S-K.

Termination of Material Definitive Agreement

On May 12, 2026, we received notice of termination of the Kyorin Agreement with Kyorin.

Kyorin elected to terminate the Kyorin Agreement without cause in accordance with the terms of the Kyorin Agreement, and the termination will become effective 90 days after the date of receipt of the notice of termination (the Termination Date).

Under the terms of the Kyorin Agreement, Kyorin received exclusive rights to develop and commercialize efzofitimod in Japan for all forms of interstitial lung disease (ILD) and is obligated to fund all research, development, regulatory, marketing and commercialization activities in Japan until the Termination Date.

We are responsible for supplying all drug product for Japan, as well as supporting development activities for efzofitimod, until the Termination Date.

We received aggregate consideration of $20.0 million from Kyorin in upfront and milestone payments, as well as reimbursement of certain research and development costs and costs for supply of efzofitimod to Kyorin.

As a result of the termination of the Kyorin Agreement, we will not be entitled to receive any further milestone or other payments, including $155.0 million in the aggregate that would have been due upon achievement of certain development, regulatory and sales milestones, as well as tiered royalties on any net sales in Japan.

Both parties will also cease to have any development or commercialization obligations after the Termination Date and the licenses we granted to Kyorin pursuant to the Kyorin Agreement will cease to be in effect after the Termination Date.

Following the Termination Date, the rights to develop and commercialize efzofitimod in Japan for all forms of ILD will revert to us.

Consequently, we will hold the rights to develop and commercialize efzofitimod globally.

The foregoing description of the Kyorin Agreement is only a summary of the material terms thereof, does not purport to be complete and is subject to, and qualified in entirety by, the full text of the Kyorin Agreement, which we filed as Exhibit 10.21 in its Registration Statement on Form S-1 (File No.

333-235951), as amended, filed with the SEC on February 3, 2020, and is incorporated into this paragraph by reference.

Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

Rebalancing of the Board of Directors

In order to achieve a more equal balance of membership among the three classes of directors on our Board of Directors (the Board), the Board determined that one of its members should be reclassified from Class II (with a term expiring at our 2029 Annual Meeting of Stockholders) to Class I (with a term expiring at our 2028 Annual Meeting of Stockholders).

Accordingly, on May 11, 2026, Timothy P.

Coughlin agreed to resign from the Board and his position as a Class II director subject to, and contingent upon, his immediate reappointment as a Class I director.

Effective immediately following Mr.

Coughlin’s resignation, the Board reappointed him as a Class I director.

The resignation and reappointment of Mr.

Coughlin was effected solely to rebalance the classes of directors on the Board and, for all other purposes, including the vesting and settlement of any outstanding equity awards and any other compensation to which Mr.

Coughlin is entitled to as a non-employee director, Mr.

Coughlin’s service on the Board is deemed to have continued uninterrupted.

Coughlin will continue to serve as Chair of the Board and as a member of the Audit Committee of the Board.

On May 11, 2026, the Board approved a decrease in the size of the Board from seven to six directors in accordance with our Amended and Restated Bylaws and Restated Certificate of Incorporation, as amended, to become effective upon the previously announced resignation of Paul Schimmel from the Board.

Amendment to 2015 Stock Option and Incentive Plan, as amended

As reported under the caption “Submission of Matters to a Vote of Security Holders” below, at our 2026 Annual Meeting of Stockholders held on May 11, 2026 (the Annual Meeting), our stockholders, upon the recommendation of the Board, approved an amendment to our 2015 Stock Option and Incentive Plan, as amended (the 2015 Stock Plan), to increase the maximum number of shares of common stock reserved and available for issuance by 4,000,000 to 19,725,101.

The amendment to the 2015 Stock Plan also, among other things, extends the term under which incentive stock options may be granted until February 20, 2036.

A summary of the 2015 Stock Plan, as amended, is set forth in our definitive proxy statement filed with the Securities and Exchange Commission on March 26, 2026 (the Proxy Statement).

The summary and the foregoing description of the 2015 Stock Plan, as amended, do not purport to be complete and are qualified in their entirety by reference to the full text of the 2015 Stock Plan, as amended, a copy of which is filed herewith as Exhibit 10.1 to this Quarterly Report on Form 10-Q.

Amendments to Articles of Incorporation or Bylaws;

Change in Fiscal Year.

At the Annual Meeting, our stockholders approved, upon the recommendation of the Board, a proposal to amend our Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 170,000,000 to 340,000,000 shares (the Authorized Share Proposal).

On May 11, 2026, following stockholder approval of the Authorized Share Proposal at the Annual Meeting, we filed with the Secretary of State of the State of Delaware a Certificate of Amendment to our Restated Certificate of Incorporation (the Charter Amendment) to increase the authorized number of shares of common stock from 170,000,000 to 340,000,000 shares.

A summary of the Charter Amendment is set forth in the Proxy Statement.

That summary and the foregoing description of the Charter Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Charter Amendment, a copy of which is filed herewith as Exhibit 3.7 to this Quarterly Report on Form 10-Q.

Submission of Matters to a Vote of Security Holders.

The following proposals were submitted to our stockholders at the Annual Meeting:

(1) The election of three Class II directors, as nominated by the Board, to hold office until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified;

(2) The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for its fiscal year ending December 31, 2026;

(3) The approval, on an advisory basis, of the compensation of our named executive officers as disclosed in the Proxy Statement;

(4) The approval of an amendment to the 2015 Stock Plan;

(5) The approval of the Charter Amendment to increase the number of authorized shares of common stock from 170,000,000 to 340,000,000 shares.

The number of shares of common stock entitled to vote at the Annual Meeting was 98,051,212.

The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 63,380,506.

All matters submitted to a vote of our stockholders at the Annual Meeting were approved and all director nominees were elected.

The number of votes cast for and against and the number of votes withheld, abstentions and broker non-votes, as applicable, with respect to each matter voted upon at the Annual Meeting are set forth below.

Voting results are, when applicable, reported by rounding fractional share voting down to the nearest round number.

Proposal 1 – Election of Class II Directors.

Director Nominee

Broker Non-Vote

Eric Benevich

Proposal 2 – Ratification of the appointment of Ernst and Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

Votes Against

Broker Non-Vote

Proposal 3 – Approval, on an advisory basis, of the compensation of our named executive officers as disclosed in the Proxy Statement.

Votes Against

Broker Non-Vote

Proposal 4 – Approval of an amendment to the 2015 Stock Plan.

Votes Against

Broker Non-Vote

Proposal 5 – Approval of the Charter Amendment to increase the number of authorized shares of common stock from 170,000,000 to 340,000,000 shares.

Votes Against

Broker Non-Vote

Index to Exhibits

10 unchanged sentences

Certificate of Amendment to Restated Certificate of Incorporation of the Registrant

Filed herewith

Amended and Restated Bylaws of the Registrant

2 unchanged sentences

April 27, 2015

2022 Inducement Plan, as amended

August 7, 2025

aTyr Pharma, Inc.

2015 Stock Option and Incentive Plan, as amended

Filed herewith

Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

14 unchanged sentences

Filed herewith

* Indicates a management contract or compensatory plan, contract or arrangement.

# The information in Exhibits 32.1 and 32.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act (including this Quarterly Report), unless the Registrant specifically incorporates the foregoing information into those documents by reference.

1 unchanged sentence

aTyr Pharma, Inc.

November 6, 2025

/s/ Sanjay S.

5 unchanged sentences

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-Q

Item 5. Other Information