Item 5. Other Information
Item 5. Other Information
a) Information Required to be Reported on Form 8-K
None.
(b) Material Changes to Nomination Procedures
None .
(c) Director and Officer Trading Plans and Arrangements
On May 8, 2025 , Dr. Charles J. Homcy , a member of our Board of Directors , adopted a trading plan (the “Homcy Trading Plan”) in tended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) for the potential sale of a maximum of 300,000 shares of our common stock. Dr. Homcy is not permitted to transfer, sell or otherwise dispose of any shares under the Homcy Trading Plan until the Earliest Sell Date, which is the later of (i) the 91st day after the adoption date of the Homcy
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Trading Plan; or (ii) the earlier of: (a) the third business day following the disclosure of the Company’s financial results in a Form 10-Q or Form 10-K for the completed fiscal quarter in which the Homcy Trading Plan is adopted; or (b) the 121st day after the adoption date. The Homcy Trading Plan is expected to remain in effect until the earlier of (a) March 8, 2026 ; (b) the first date on which all trades have been executed or all trading orders relating to such trades set forth on Addendum A of the Homcy Trading Plan have expired; (c) as soon as practicable following the date on which Dr. Homcy gives written notice to Morgan Stanley Smith Barney LLC (“MSSB”) to terminate the Homcy Trading Plan; (d) as soon as practicable following the date on which MSSB receives written notice of a termination of an additional contract, instruction or plan that is being treated as a single “plan” with the Homcy Trading Plan (or MSSB receives written notice of a modification of such additional contract, instruction or plan and the requirements for a modification of the Homcy Trading Plan are not or cannot be satisfied); (e) as soon as practicable following the date on which MSSB receives written notice of a legal, regulatory or contractual restriction applicable to the Company or to Dr. Homcy that would result in a modification or change to the amount, price or timing of the sale of shares under the Homcy Trading Plan but the requirements for a modification of the Homcy Trading Plan are not or cannot be satisfied; and (f) as soon as practicable following the date on which MSSB receives notice of certain events, including the public announcement of a tender or exchange offer with respect to the Company’s common stock or that the Company is the target of a merger, acquisition, reorganization, recapitalization or comparable transaction as a result of which the Company’s common stock will be converted into shares of another company, or the commencement of bankruptcy or insolvency proceeding with respect to the Company.
On June 27, 2025 , Randal W. Scott, Ph.D ., a member of our Board of Directors , adopted a trading plan (the “Scott Trading Plan”), intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). The Scott Trading Plan provides for the potential sale of a maximum of (i) 51,501 shares of our employee stock options held by Dr. Scott, and (ii) 100% of net vested shares of our RSUs to be issued to Dr. Scott upon vesting of his RSUs on June 20, 2026. On the date when the Scott Trading Plan was adopted, Dr. Scott held no such net vested shares. The aggregate number of net vested shares of common stock that will be available for sale by Dr. Scott is not yet determinable because the shares available will be net of shares to be withheld to satisfy tax obligations in connection with the vesting of his RSUs on the vesting date. Dr. Scott is not permitted to transfer, sell or otherwise dispose of any shares under the Scott Trading Plan until the later of (i) November 17, 2025, (ii) the 91st day after the adoption date of the Scott Trading Plan (i.e. September 26, 2025), or (iii) the earlier of: (a) the third business day following the disclosure of the Company’s financial results in a Form 10-Q or Form 10-K for the completed fiscal quarter in which the Scott Trading Plan is adopted (estimated August 7, 2025); or (b) the 121 st day after the adoption date of the Scott Trading Plan (estimated October 26, 2025). The Scott Trading Plan is expected to remain in effect until the earlier of (a) August 31, 2026 ; (b) the completion of the sale of the maximum shares subject to the Scott Trading Plan.
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Item 6. E xhibits
Exhibit
Number
Exhibit Title
Form
File No.
Exhibit
Filing Date
2.1
Agreement and Plan of Merger, dated as of October 5, 2020, by and among BridgeBio Pharma, Inc., Eidos Therapeutics, Inc., Globe Merger Sub I, Inc. and Globe Merger Sub II, Inc. (incorporated by reference to Exhibit 2.1 to BridgeBio’s Current Report on Form 8-K filed with the Securities Exchange Commission on October 6, 2020) .
8-K
001-38959
2.01
January 26, 2021
3.1
Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect .
8-K
001-38959
3.1
July 3, 2019
3.2
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant
8-K
001-38959
3.1
June 23, 2025
3.3
Amended and Restated Bylaws of the Registrant, as currently in effect .
S-4
333-249944
3.2
November 6, 2020
4.1
Specimen Common Stock Certificate .
S-1
333- 231759
4.1
June 24, 2019
4.2
Form of Registration Rights Agreement, dated June 26, 2019, among the Registrant and certain of its stockholders .
S-1
333-231759
4.3
June 24, 2019
4.3
Indenture, dated as of March 9, 2020, by and between BridgeBio Pharma, Inc. and U.S. Bank National Association, as Trustee .
8-K
001-38959
4.1
March 10, 2020
4.4
Form of Global Note, representing BridgeBio Pharma, Inc.’s 2.50% Convertible Senior Notes due 2027 (included as Exhibit A to the Indenture filed as Exhibit 4.1) .
8-K
001-38959
4.2
March 10, 2020
4.5
Indenture, dated as of January 28, 2021, by and between BridgeBio Pharma, Inc. and U.S. Bank National Association, as Trustee .
8-K
001-38959
4.1
January 29, 2021
4.6
Form of Global Note, representing BridgeBio Pharma, Inc.’s 2.25% Convertible Senior Notes due 2029 ( included as Exhibit A to the Indenture filed as Exhibit 4.1)
8-K
001-38959
4.2
January 29, 2021
4.7
Securities Purchase Agreement, dated September 25, 2023, by and among BridgeBio Pharma, Inc., and the purchasers party thereto.
8-K
001-38959
10.1
September 25, 2023
4.8
Registration Rights Agreement, dated September 25, 2023, by and among BridgeBio Pharma, Inc. and the purchasers party thereto.
8-K
001-38959
10.2
September 25, 2023
4.9
Indenture, dated as of February 28, 2025, by and between BridgeBio Pharma, Inc. and U.S. Bank Trust Company, National Association, as Trustee.
8-K
001-38959
4.1
February 28, 2025
4.10
Form of Global Note, representing BridgeBio Pharma, Inc.’s 1.75% Convertible Senior Notes due 2031 ( included as Exhibit A to the Indenture filed as Exhibit 4.1)
8-K
001-38959
4.2
February 28, 2025
10.1
Royalty Interest Purchase and Sale Agreement, dated June 27, 2025, by and among BridgeBio Pharma, Inc. Acoramidis Royalty SPV, LP and LSI Financing Fund, LP
—
—
—
Filed herewith
10.2
First Amendment to Funding Agreement, dated as of June 27, 2025, by and among LSI Financing 1 Designated Activity Company and CPPIB Credit Europe S.À R.L. as Purchasers, the BridgeBio Pharma, Inc. and certain subsidiaries of BridgeBio Pharma, Inc. as Seller Parties, and Alter Domus (US) LLC as Collateral Agent.
—
—
—
Filed herewith
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10.3#
BridgeBio Pharma, Inc. Second Amended and Restated 2021 Stock Option and Incentive Plan and form award agreements thereunder
8-K
001-38959
10.1
June 23, 2025
31.1
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
—
—
—
Filed herewith
31.2
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
—
—
—
Filed herewith
31.3
Certification of Principal Accounting Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
—
—
—
Filed herewith
32.1*
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
—
—
—
Filed herewith
32.2*
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
—
—
—
Filed herewith
32.3*
Certification of Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
—
—
—
Filed herewith
101.INS
Inline XBRL Instance Document
—
—
—
Filed herewith
101.SCH
Inline XBRL Taxonomy Extension Schema Document
—
—
—
Filed herewith
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
—
—
—
Filed herewith
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
—
—
—
Filed herewith
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
—
—
—
Filed herewith
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
—
—
—
Filed herewith
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
—
—
—
Filed herewith
* This certification will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.
# Indicates a management contract or any compensatory plan, contract or arrangement.
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit in accordance with the rules of the Securities and Exchange Commission because such information (i) is not material and (ii) is the type that the registrant treats as private or confidential.
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SIGNA TURES
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.
BridgeBio Pharma, Inc.
Date: August 5, 2025
By:
/s/ Neil Kumar
Neil Kumar, Ph.D.
Chief Executive Officer, Director
(Principal Executive Officer)
Date: August 5, 2025
By:
/s/ Thomas Trimarchi
Thomas Trimarchi, Ph.D.
President and Chief Financial Officer
(Principal Financial Officer)
Date: August 5, 2025
By:
/s/ Maricel M. Apuli
Maricel M. Apuli
Chief Accounting Officer
(Principal Accounting 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.