What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2024-08-05 compared with 2024-05-06 · 37 added, 2 removed, 18 unchanged (68% of the section changed)

1 unchanged sentence

Insider Trading Arrangements

During the three months ended March 31, 2024, none of our directors or officers (as that term is defined by the SEC in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement.

On June 14, 2024 , Krish Krishnan , our Chief Executive Officer and Chairman of our Board of Directors , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act for the sale of up to 100,000 shares of our Common Stock until September 13, 2025 .

On June 14, 2024 , Suma Krishnan , our President, R&D and a member of our Board of Directors , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act for the sale of up to 100,000 shares of our Common Stock until September 13, 2025 .

Executive Change in Control Severance Plan

On August 2, 2024, upon recommendation of the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors (the “Board”), the Board adopted the Krystal Biotech, Inc.

Executive Change in Control Severance Plan (the “Change in Control Plan”), covering eligible executives, including each of the Company’s named executive officers, Krish S.

Krishnan, Chairman and Chief Executive Officer, Suma M.

Krishnan, Founder and President, R&D, and Kathryn A.

Romano, Chief Accounting Officer (each a “Participant”).

Pursuant to the Change in Control Plan, upon a termination of a Participant’s employment (i) by the Company without Cause or (ii) due to a Participant’s resignation for Good Reason (each as defined in the Change in Control Plan) that occurs within the 24-month period following the consummation of a Change in Control (as defined in the Change in Control Plan), Participants are entitled to receive:

(A) accrued amounts, including unpaid salary and reimbursement for all incurred but unreimbursed expenses through the date of the Participant’s termination of employment, and (B) subject to the Participant’s execution of a release of claims and compliance with restrictive covenant obligations:

(1) a lump sum cash payment equal to the sum of the Participant’s base salary and target annual cash bonus (or, if greater, the average of the annual cash bonus earned for the three fiscal years preceding the year in which termination occurs) multiplied by the multiple applicable for such Participant (2.0 for each of Mr.

Krishnan and Ms.

Krishnan, and 1.5 for all other named executive officers);

(2) a cash payment equal to the Participant’s target annual bonus for the calendar year in which termination occurs, prorated to reflect the number of days the Participant remained employed in such calendar year;

(3) payment of any unpaid annual cash bonus earned for the year prior to the year in which termination occurs;

(4) Company-paid (or reimbursed) healthcare coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA) or other applicable law for up to 24 months following the date of termination of the employment of Mr.

Krishnan or Ms.

Krishnan (18 months for other named executive officers);

and (5) treatment of outstanding equity awards as set forth under the Krystal Biotech, Inc.

2017 IPO Stock Incentive Plan (the “Stock Incentive Plan”).

The Change in Control Plan contains a modified cutback provision whereby payments payable to a Participant may be reduced if doing so would put the Participant in a more advantageous after-tax position than if payments were not reduced and the Participant became subject to excise taxes under Section 4999 of the Internal Revenue Code of 1986, as amended.

The foregoing description is only a summary and is qualified in its entirety by reference to the full text of the Change in Control Plan, a copy of which is filed as Exhibit 10.1 to this Form 10-Q and incorporated herein by reference.

Amendment to the Krystal Biotech, Inc.

2017 IPO Stock Incentive Plan

On August 2, 2024, upon recommendation of the Compensation Committee, the Board approved an amendment (the “Amendment”) to the Stock Incentive Plan.

The Amendment provides that in the event of a Change in Control (as defined in the Stock Incentive Plan) in which outstanding equity awards under the Stock Incentive Plan are assumed or replaced by a successor entity on the same terms and conditions as the original awards (such awards, “Assumed or Replaced Awards”), such Assumed or Replaced Awards shall not vest solely as a result of the Change in Control.

The Amendment further provides that outstanding equity awards under the Stock Incentive Plan will immediately vest and be exercisable, and any restrictions then in force will lapse:

(i) if a successor entity fails to assume or replace an outstanding equity award under the Stock Incentive Plan on the same terms and conditions as the original awards, or (ii) with respect to Assumed or Replaced Awards, upon a

participant’s termination of employment without Cause (as defined in the Stock Incentive Plan) that occurs within the 24-month period following the consummation of a Change in Control.

The foregoing description is only a summary and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.2 to this Form 10-Q and incorporated herein by reference.

10.1 K rystal Biotech, Inc.

Executive Change in Control Severance Plan

10.2 F irst Amendment to the Krystal Biotech, Inc.

2017 IPO S tock Incentive Plan

31.1 Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

3 unchanged sentences

101 Inline XBRL (Extensible Business Reporting Language).

The following materials from this Quarterly Report on Form 10-Q for the period ended March 31, 2024, are formatted in Inline XBRL:

The following materials from this Quarterly Report on Form 10-Q for the period ended June 30, 2024, are formatted in Inline XBRL:

(i) consolidated balance sheets of Krystal Biotech, Inc., (ii) consolidated statements of operations of Krystal Biotech, Inc., (iii) consolidated statements of operations and comprehensive income/(loss) of Krystal Biotech, Inc., (iv) consolidated statements of changes in equity of Krystal Biotech, Inc., (v) consolidated statements of cash flows of Krystal Biotech, Inc.

4 unchanged sentences

KRYSTAL BIOTECH, INC.

August 5, 2024

President and Chief Executive Officer

(Principal executive officer)

August 5, 2024

/s/ Kathryn A.

2 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