What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-19 compared with 2025-02-26 · 429 added, 282 removed, 701 unchanged (50% of the section changed)

10 unchanged sentences

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) for our company.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

Generally Accepted Accounting Principles (“GAAP”).

This process includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

11 unchanged sentences

Director and Executive Officer 10b5-1 Plans

Our policy governing transactions in our securities by our directors, officers and employees permits our directors, officers and employees to enter into trading plans complying with Rule 10b5-1 under the Exchange Act.

The following table describes the written plans for the sale of our securities that were adopted by our executive officers and directors during the quarter ended December 31, 2024.

Each of the plans was entered into during an open trading window and is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (each a “ Trading Plan ”).

Name and Title Action Taken (Date) Duration of Plan (1)

Aggregate Number of Securities that May be Sold

Bill Sibold , Chief Executive Officer

Adoption (11/15/2024)

11/15/24 – 6/30/26 7,616

Mardi Dier , Chief Financial Officer

Adoption (11/13/2024)

11/13/24 – 10/31/25 2,218 (2)

Carole Huntsman , Chief Commercial Officer

Adoption (11/5/2024)

11/5/24 – 1/31/26 4,701 (2)

Shannon Kelley , General Counsel

Adoption (11/7/2024)

11/7/24 – 1/31/26 2,409 (2)

(1) Each Trading Plan is subject to a “cooling-off” period as set forth in Rule 10b5-1(c).

Each Trading Plan may expire on an earlier date if all contemplated transactions are completed before such Trading Plan’s expiration date, upon termination by the broker or the holder of the Trading Plan, or as otherwise provided in the Trading Plan.

(2) Each Trading Plan provides for the sale of shares to be received upon future vesting of certain outstanding equity awards, net of any shares sold to satisfy applicable taxes.

The number of shares to be sold to satisfy taxes, and thus the exact number of shares to be sold pursuant to each Trading Plan, can only be determined upon the occurrence of future vesting events.

For purposes of this disclosure, we have reported the maximum aggregate number of shares to be sold without subtracting any shares to be sold to satisfy tax obligations.

During our fiscal quarter ended December 31, 2025, none of our directors or officers adopted or terminated a "Rule 10b5-1 trading plan" or a "non-Rule 10b5-1 trading arrangement," as each is defined in Item 408 of Regulation S-K.

Executive Severance Agreements

On February 18, 2026, we entered into new severance and change of control agreements with certain of our employees, including certain of our named executive officers, pursuant to which certain severance provisions were modified to align with prevailing market practices for similarly situated companies.

We entered into agreements (each, a "Severance Agreement") with Mardi Dier, our Executive Vice President and Chief Financial Officer, Carole Huntsman, our Executive Vice President and Chief Commercial Officer, Shannon Kelley, our Executive Vice President and Chief Legal Officer, and David Soergel, our Executive Vice President and Chief Medical Officer.

Pursuant to each Severance Agreement, in the event that such officer’s employment is terminated by us other than for “Cause” (as defined in the applicable agreement) or if the officer resigns for “Good Reason” (as defined in the applicable agreement) during the one-year period following a Change of Control (as defined in the applicable agreement), such officer will be entitled to (i) a lump sum payment equal to 18 months of such officer’s then-current base salary, (ii) a separation bonus in an amount equal to 150% of the target annual bonus to which such officer would have been entitled in the year in which the qualifying separation occurs and (iii) subject to the requirements of COBRA, continuation of medical and dental benefits at our cost (except for named executive officer’s applicable contribution portion and co-pay) for up to 18 months following a qualifying separation.

The other terms and conditions of the Severance Agreements are substantially the same as has been previously disclosed.

The foregoing summary of the Severance Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of each Severance Agreement, copies of which are filed as exhibits to this Annual Report.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

23 unchanged sentences

Form 10-K (Exhibit 3.1) 3/31/2017 001-33277

3.2 Certificate of Amendment to Restated Certificate of Incorporation of Madrigal Pharmaceuticals, Inc., as filed on June 16, 2023 with the Secretary of State of the State of Delaware .

Form 8-K (Exhibit 3.1) 6/20/2023 001-33277

3.2 Certificate of Amendment to Restated Certificate of Incorporation of the Registrant , as filed on June 16, 2023 with the Secretary of State of the State of Delaware .

(Exhibit 3.1)

6/20/2023 001-33277

3.3 Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock.

Form 8-K (Exhibit 3.1) 6/21/2017 001-33277

(Exhibit 3.1)

6/21/2017 001-33277

3.4 Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock .

Form 8-K (Exhibit 3.1) 12/23/2022 001-33277

(Exhibit 3.1)

12/23/2022 001-33277

3.5 Bylaws of the Registrant, as amended April 13, 2016.

Form 8-K (Exhibit 3.1)

(Exhibit 3.1)

4/14/2016 001-33277

4 unchanged sentences

and affiliates.

Form 8-K (Exhibit 4.1) 2/9/2023 001-33277

(Exhibit 4.1)

2/9/2023 001-33277

4.3 Form of Pre-Funded Warrant of the Registrant .

Form 8-K (Exhibit 4.1) 10/2/2023 001-33277

(Exhibit 4.1)

10/2/2023 001-33277

4.4 Description of Securities of the Registrant.

2 unchanged sentences

10.1 Securities Purchase Agreement, dated June 20, 2017, by and among the Registrant and the investors party thereto, including the Registration Rights Agreement attached as Exhibit B thereto.

Form 8-K (Exhibit 10.1) 6/21/2017 001-33277

(Exhibit 10.1)

6/21/2017 001-33277

10.2 Amendment No.

2, dated December 22, 2022, to Securities Purchase Agreement, dated June 20, 2017, by and among the Registrant and the investors listed on the signature pages thereto.

Form 8-K (Exhibit 10.2) 12/23/2022 001-33277

10.3 S ales Agreement, dated May 7, 2024, by and between Mad rigal Pharmaceuticals , Inc.

and TD Securities (USA) LLC.

Form 8-K (Exhibit 1.1) 5/7/2024 001-33277

(Exhibit 10.2)

12/23/2022 001-33277

10.3 Sales Agreement, dated May 7, 2024, by and between the Registrant and TD Securities (USA) LLC.

(Exhibit 1.1)

5/7/2024 001-33277

10.4 Securities Purchase Agreement, dated December 21, 2022, by and among the Registrant and the institutional investors listed on the signature pages thereto.

Form 8-K (Exhibit 10.1) 12/23/2022 001-33277

10.6 Registration Rights Agreement, dated August 7, 2023, by and among Madrigal Pharmaceuticals, Inc., 667, L.P.

(Exhibit 10.1)

12/23/2022 001-33277

10.6 Registration Rights Agreement, dated August 7, 2023, by and among the Registrant, 667, L.P.

and Baker Brothers Life Sciences, L.P.

Form 10-Q (Exhibit 10.2) 8/8/2023 001-33277

Number Exhibit Description Filed

Incorporated by

Reference herein

Filing Date SEC File /

Debt Agreements

L oan and Security Agreement , dated May 9, 2022, as amended by the First Amendment to Loan and Security Agreement, dated F ebruary 3, 2023, and the Second Amendment to Loan and Security Agreement , dated August 22, 2024, by and among Madrigal Pharmaceuticals, Inc., Canticle Pharmac euticals, Inc., the several banks and other financial ins titutions or entities from time to time party thereto and Hercules Cap ital, Inc.

Financing Agreement by and among the Registrant , certain subsidiaries of the Registrant , certain funds managed by Blue Owl Capital Corporation and LSI Financing LLC, dated as of July 17, 2025 (as amended by the First Amendment thereto, dated as of September 4, 2025).

Form 10-Q (Exhibit 10.1)

11/04/2025 001-33277

Second Am endment Agreement, dated as of December 30, 2025, among the Registrant , certain subsidiaries of the Registrant, certain funds managed by Blue Owl Cap ital Corporation and LSI Financing LLC

Agreements with Respect to Collaborations, Licenses, Research and Development

2 unchanged sentences

Form 10-Q (Exhibit 10.5) 11/14/2016 001-33277

First Amendment to the Research, Development, and Commercialization Agreement, dated as of January 29, 2026, by and between the Registrant and Roche.

(Exhibit 10.1)

1/30/2026 001-33277

Equity Compensation Plans

15 unchanged sentences

2023 Inducement Plan .

Form S-8 9/11/2023 333-27445

(Exhibit 99.1)

9/11/2023 333-27445

Form of Stock Option Agreement under 2023 Inducement Plan .

Form S-8 9/11/2023 333-27445

(Exhibit 99.2)

9/11/2023 333-27445

Form of Restricted Stock Unit Agreement under 2023 Inducement Plan .

Form S-8 9/11/2023 333-27445

(Exhibit 99.3)

9/11/2023 333-27445

10.21 2 025 Inducement Plan.

(Exhibit 99.1)

6/20/2025 333-288200

10.22 Form of Stock Option Agreement under 202 5 Inducement Plan .

(Exhibit 99.2)

6/20/2025 333-288200

10.23 Form of Restricted Stock Unit Agreement under 202 5 Inducement Plan ( N on-Section 16 O fficers) .

(Exhibit 99.3)

6/20/2025 333-288200

10.24 Form of Restricted Stock Unit Agreement under 2023 Inducement Plan (Section 16 O fficers).

(Exhibit 99.4)

6/20/2025 333-288200

10.25 Form of Performance -Based Restricted Stock Unit Agreement under 202 5 Inducement Plan.

(Exhibit 99.5)

6/20/2025 333-288200

Agreements with Executive Officers and Directors

2 unchanged sentences

2/28/2024 001-33277

Letter Agreement, dated April 13, 2016, by and between the Company and Rebecca Taub, M.D.

Letter Agreement, dated April 13, 2016, by and between the Registrant and Rebecca Taub, M.D.

Form 8-K (Exhibit 10.4)

7/22/2016 001-33277

Letter Agreement (including agreements attached as exhibits thereto), dated September 7, 2023, by and between Madrigal Pharmaceuticals, Inc.

and William J.

L etter Agreement, dated April 16, 2025, by and between the Registrant and Rebecca Taub, M .

Form 10-Q (Exhibit 10.1)

8/5/2025 001-33277

Letter Agreement (including agreements attached as exhibits thereto), dated September 7, 2023, by and between the Registrant and William J.

Form 8-K (Exhibit 10.1)

9/13/2023 001-33277

Letter Agreement (including agreements attached as exhibits thereto), dated November 5, 2023, by and between Madrigal Pharmaceuticals, Inc.

and Carole Huntsman.

Letter Agreement (including agreements attached as exhibits thereto), dated November 5, 2023, by and between the Registrant and Carole Huntsman.

Form 10-Q (Exhibit 10.1)

5/7/2024 001-33277

Letter Agreement (including agreements attached as exhibits thereto), dated February 25, 2024, by and between Madrigal Pharmaceuticals, Inc.

and Mardi Dier.

Severance and Change of Control Agreement , dated as of February 18 , 2026, b y and between the Registrant and Carole Huntsman.

Letter Agreement (including agreements attached as exhibits thereto), dated February 25, 2024, by and between the Registrant and Mardi Dier.

Form 10-Q (Exhibit 10.2)

5/7/2024 001-33277

Letter Agreement, dated January 3, 2024, by and between Madrigal Pharmaceuticals, Inc.

and Shannon Kelley, as amended and supplemented by the Letter Agreement, dated August 2, 20 24 , by and between Madrigal Pharmaceuticals , I nc.

Severance and Change of Control Agreement, dated as of February 18, 2026, by and between the Registrant and Mardi Dier.

Letter Agreement, dated January 3, 2024, by and between the Registrant and Shannon Kelley, as amended and supplemented by the Letter Agreement, dated August 2, 2024, by and between Madrigal Pharmaceuticals, Inc.

and Shannon Kelley.

1 unchanged sentence

10/31/2024 001-33277

O ffice Lease (with resp ect to corporate headquarters facility located in West Conshohocken , Pennsylvania) and am endments thereto.

Number Exhibit Description Filed

Incorporated by

Reference herein

Filing Date SEC File /

Severance and Change of Control Agreement, dated as of February 18, 2026 , by and between the Registrant and Shannon Kelley.

L etter Agreement (including agreements attached as exhibits thereto), dated February 12, 2025 , by and between the Registrant and David Soergel.

Form 10-Q (Exhibit 10.2)

8/5/2025 001-33277

Severance and Change of Control Agreement, dated as of February 18, 2026, by and between the Registrant and David Soergel.

Non- E mployee Director Compensation Policy.

Office Lease (with respect to corporate headquarters facility located in West Conshohocken, Pennsylvania) and amendments thereto.

Form 10-K (Exhibit 10.25)

2/26/2025 001-33277

First Amendment to Office Lease.

S econd Amendment to O ffice Lease.

T hird Amendment to Office Lease.

F ourth Amendment to Office Lease.

F ifth Amendment to Office Lease.

Form 10-K (Exhibit 10.26)

2/26/2025 001-33277

Second Amendment to Office Lease.

Form 10-K (Exhibit 10.27)

2/26/2025 001-33277

Third Amendment to Office Lease.

Form 10-K (Exhibit 10.28)

2/26/2025 001-33277

Fourth Amendment to Office Lease.

Form 10-K (Exhibit 10.29)

2/26/2025 001-33277

Fifth Amendment to Office Lease.

Form 10-K (Exhibit 10.30)

2/26/2025 001-33277

Sixth Amendment to Office Lease.

S event h Amendment to Office Lease .

E ight h Amendment to Office Lease.

N inth Amendment to Office Lease.

Form 10-K (Exhibit 10.31)

2/26/2025 001-33277

Seventh Amendment to Office Lease.

Form 10-K (Exhibit 10.32)

2/26/2025 001-33277

Eighth Amendment to Office Lease.

Form 10-K (Exhibit 10.33)

2/26/2025 001-33277

Ninth Amendment to Office Lease.

Form 10-K (Exhibit 10.34)

2/26/2025 001-33277

Lease Agreement, dated as of April 24, 2025, by and between the Registrant and KPG FF Owner, L .P.

Form 10-Q (Exhibit 10.3)

8/5/2025 001-33277

Commercial Supply Agreement

Commercial Supply Agreement, dated as of August 21, 2023, by and between Gregory Pharmaceutical Holdings, In c.

(d/b/a UPM Pharmaceuticals) and Madrigal Pharmaceuticals, Inc.

Resmetirom Commercial Supply Agreement, dated as of December 23, 2024, by and between Evo nik Corporation and M adrigal Pharmaceuti cals , Inc.

19.1 I nsider Trading Policy.

Commercial Supply Agreement, dated as of August 21, 2023, by and between Gregory Pharmaceutical Holdings, Inc.

(d/b/a UPM Pharmaceuticals) and th e Registrant.

Form 10-K (Exhibit 10.35)

2/26/2025 001-33277

Resmetirom Commercial Supply Agreement, dated as of December 23, 2024, by and between Evonik Corporation and th e Registrant.

Form 10-K (Exhibit 10.36)

2/26/2025 001-33277

Commercial Supply Agreement, dated as of D ecember 18, 2024, by and between Corden Pharma GmbH and the Registrant (including amendments thereto ).

19.1 Insider Trading Policy.

21.1 List of Subsidiaries.

7 unchanged sentences

2/28/2024 001-33277

97.2 S upplemental Compensation Recovery Policy.

97.2 Supplemental Compensation Recovery Policy.

Form 10-Q (Exhibit 10.3)

25 unchanged sentences

/s/ WILLIAM J.

SIBOLD President and Chief Executive Officer

SIBOLD President and Chief Executive Officer, Director

(Principal Executive Officer)

February 19, 2026

Chief Financial Officer

(Principal Financial and Accounting Officer)

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

February 19, 2026

/s/ RITA THAKKAR

Senior Vice President and Chief Accounting Officer

(Principal Accounting Officer)

February 19, 2026

/s/ JULIAN C.

4 unchanged sentences

Rebecca Taub, M.D.

CRAVES, PH.D.

Director February 26, 2025

Craves, Ph.D.

/s/ KENNETH M.

BATE Director February 26, 2025

FRIEDMAN, M.D.

4 unchanged sentences

Raymond Cheong, M.D., Ph.D.

Signatures Title Date

/s/ RICHARD S.

Director February 19, 2026

Signatures Title Date

DALY Director February 19, 2026

/s/ JACQUALYN FOUSE, Ph.D.

Director February 19, 2026

Jacqualyn Fouse, Ph.D.

/s/ DANIEL BRENNAN

Director February 19, 2026

Daniel Brennan

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

60 unchanged sentences

Trade receivables, net 134,476 53,822

74,841 34,068

Prepaid expenses and other current assets 47,804 13,786

8 unchanged sentences

Accrued liabilities 260,392 124,695

Lease liability 983 527

Lease liabilities 1,018 983

Total current liabilities 310,288 169,277

1 unchanged sentence

Loan payable, net of discount 339,881 117,569

Lease liability 1,018 1,186

Lease liabilities 6,731 1,018

Total long term liabilities 346,612 118,587

3 unchanged sentences

5,000,000 shares at December 31, 2025 and December 31, 2024;

2,369,797 and 2,369,797 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively

2,369,797 shares issued and outstanding at December 31, 2025 and December 31, 2024

Common stock, par value $ 0.0001 per share authorized:

21 unchanged sentences

Interest expense ( 22,309 ) ( 14,671 ) ( 12,712 )

Loss on extinguishment of debt

( 2,779 ) — —

Other expense, net

Net loss $ ( 288,284 ) $ ( 465,892 ) $ ( 373,630 )

10 unchanged sentences

Other comprehensive income:

Unrealized gain on available-for-sale securities — 500 48

Net unrealized gain on available-for-sale securities 392 — 500

Foreign currency translation gain

Total other comprehensive income

Comprehensive loss

$ ( 287,879 ) $ ( 465,892 ) $ ( 373,130 )

See accompanying notes to consolidated financial statements.

9 unchanged sentences

Balance at December 31, 2022 2,369,797 $ — 18,102,523 $ 2 $ 1,160,079 $ ( 32 ) $ ( 962,660 ) $ 197,389

Issuance of common and preferred shares in equity offering, excluding to related parties, net of transaction costs 400,000 — 783,344 — 255,382 — — 255,382

Sale of common shares to related parties and exercise of common stock options, net of transaction costs — — 215,784 — 8,955 — — 8,955

Issuance of common shares in equity offerings, excluding to related parties, net of transaction costs

— — 1,346,199 — 260,187 — — 260,187

Sale of warrants and common shares to related parties and exercise of common stock options, net of transaction costs

— — 426,705 — 270,292 — — 270,292

Stock-based compensation expense related to equity-classified awards — — — — 49,735 — — 49,735

6 unchanged sentences

Stock-based compensation expense related to equity-classified awards — — — — 79,880 — — 79,880

Unrealized gain on marketable securities

— — — — — 500 — 500

Hercules warrant — — — — 860 — — 860

Net loss — — — — — — ( 465,892 ) ( 465,892 )

Balance at December 31, 2024 2,369,797 $ — 22,004,679 $ 2 $ 2,556,095 $ 468 $ ( 1,802,182 ) $ 754,383

Issuance of common shares in equity offerings, excluding to related parties, net of transaction costs — — 1,096,153 — 397,487 — — 397,487

Sale of warrants and common shares to related parties and exercise of common stock options, net of transaction costs

Issuance of common stock under equity plans

— — 837,394 — 38,055 — — 38,055

Stock-based compensation expense related to equity-classified awards — — — — 98,130 — — 98,130

Other comprehensive income

— — — — — 405 — 405

Net loss — — — — — — ( 288,284 ) ( 288,284 )

13 unchanged sentences

Amortization and interest accretion related to operating leases 3,210 ( 400 ) —

Loss on extinguishment of debt

Changes in operating assets and liabilities:

15 unchanged sentences

Proceeds from related parties - warrants, exercise of common stock options, net of transaction costs 38,055 337,575 270,292

Proceeds from issuance of loan payable — 65,000 50,000

Proceeds from issuance of debt 350,000 — 65,000

Payment of debt issuance costs ( 10,407 ) — ( 363 )

Repayment of debt

( 121,664 ) — —

Net cash provided by financing activities 255,984 735,062 595,116

Net increase (decrease) in cash and cash equivalents 5,104 ( 231,634 ) 295,280

Effect of exchange rate changes on cash, cash equivalents and restricted cash 13 — —

Net increase (decrease) in cash, cash equivalents, and restricted cash 98,764 5,104 ( 231,634 )

Cash, cash equivalents, and restricted cash at beginning of period 105,019 99,915 331,549

8 unchanged sentences

Madrigal Pharmaceuticals, Inc.

(the “Company” or “Madrigal”) is a biopharmaceutical company focused on delivering novel therapeutics for metabolic dysfunction-associated steatohepatitis (“MASH”), a serious liver disease with high unmet medical need that can lead to cirrhosis, liver failure and premature mortality.

MASH is expected to become the leading cause of liver transplantation in the United States and is already the leading cause of liver transplantation among women in the United States.

The Company’s medication, Rezdiffra (resmetirom), is a once-daily, oral, liver-directed THR-β agonist designed to target key underlying causes of MASH.

In March 2024, Rezdiffra became the first and only FDA-approved therapy for patients with MASH.

Rezdiffra became commercially available in the United States in April 2024.

Rezdiffra is indicated in conjunction with diet and exercise for the treatment of adults with noncirrhotic MASH with moderate to advanced liver fibrosis (consistent with stages F2 to F3 fibrosis).

MASH was previously known as nonalcoholic steatohepatitis (“NASH”).

MASH is the leading cause of liver transplantation in women, the second leading cause of all liver transplantation in the United States and the fastest-growing indication for liver transplantation in Europe.

The Company’s medication, Rezdiffra (resmetirom), is a once-daily, oral, liver-directed thyroid hormone receptor beta (“THR-β”) agonist designed to target key underlying causes of MASH.

In March 2024, Rezdiffra became the first therapy approved by the U.S.

Food and Drug Administration (“FDA”) for patients with MASH and was commercially available in the United States beginning in April 2024.

Following receipt of conditional marketing authorization (“CMA”) from the European Commission (“EC”), the Company launched Rezdiffra in Germany in September 2025.

Rezdiffra was the first medication approved by both the FDA and EC for the treatment of adults with noncirrhotic MASH with moderate to advanced liver fibrosis (F2 to F3 fibrosis).

The Company is also evaluating Rezdiffra in patients with compensated MASH cirrhosis (consistent with F4c fibrosis) in its MAESTRO-NASH OUTCOMES trial, that, if successful, could expand the eligible patient population for Rezdiffra.

In addition, the Company plans to evaluate its pipeline candidates with the goal of delivering best-in-disease therapies for the treatment of MASH.

Basis of Presentation

2 unchanged sentences

Certain prior period amounts have been reclassified to align with current period presentation.

During the three months ended December 31, 2024, the Company recorded an out-of-period adjustment related to clinical trial accruals that reduced research and development expense, net loss, and accrued liabilities by $ 36.9 million, $ 25.6 million of which related to fiscal years 2021 through 2023.

The Company evaluated the impact of the error and out-of-period adjustment and concluded the error was not material to any previously filed interim or annual consolidated financial statements, and the out-of-period adjustment for the cumulative correction is not material to the year ended December 31, 2024.

Summary of Significant Accounting Policies

8 unchanged sentences

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606 - Revenue from Contracts with Customers.

The Company recognizes revenue in accordance with ASC Topic 606 - Revenue from Contracts with Customers ("ASC 606").

Revenue is recognized at a point in time when the customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

6 unchanged sentences

Product Revenue, Net

On March 14, 2024, the Company announced that the U.S.

Food and Drug Administration (“FDA”) granted accelerated approval of Rezdiffra (resmetirom) in conjunction with diet and exercise for the treatment of adults with

noncirrhotic MASH with moderate to advanced liver fibrosis (consistent with stages F2 to F3 fibrosis).

On March 14, 2024, the Company announced that the FDA granted accelerated approval of Rezdiffra (resmetirom) in conjunction with diet and exercise for the treatment of adults with noncirrhotic MASH with moderate to

advanced liver fibrosis (consistent with stages F2 to F3 fibrosis).

The Company enters into agreements with specialty pharmacies and specialty distributors (each a “Customer” and collectively the “Customers”) to sell Rezdiffra in the U.S..

1 unchanged sentence

Revenue is recorded net of variable consideration, which includes prompt pay discounts, returns, chargebacks, rebates and co-payment assistance.

The variable consideration is estimated based on contractual terms as well as management assumptions.

The variable consideration is estimated based on contractual terms as well as management assumptions and historical data.

The amount of variable consideration is calculated by using the expected value method, which is the sum of probability-weighted amounts in a range of possible outcomes, or the most likely amount method, which is the single most likely amount in a range of possible outcomes.

1 unchanged sentence

Accruals are established for gross to net deductions and actual amounts incurred are offset against applicable accruals.

The Company reflects these accruals as either a reduction in the related account receivable from the customer or as an accrued liability, depending on the means by which the deduction is settled.

The Company reflects these accruals as either a reduction in the related account receivable from the customer or as a current liability, depending on the means by which the deduction is settled.

Sales deductions are based on management’s estimates that involve a substantial degree of judgment.

11 unchanged sentences

The Company uses a third-party to administer the co-payment program for pharmacy benefit claims.

The Company is subject to discount obligations under government programs, including Medicaid and Medicare.

The Company’s rebates include amounts paid to Medicaid, Medicare, certain other payors and other rebate programs.

Reserves for rebates are recorded in the same period the related product revenue is recognized, resulting in a reduction of product revenues and a current liability that is included in accrued expenses on the consolidated balance sheet.

The Company’s estimate for rebates is based on statutory discount rates, expected utilization or an estimated number of patients on treatment, as applicable.

The Company’s estimate for rebates is based on statutory or contractual discount rates, expected utilization or an estimated number of patients on treatment, as applicable.

Trade Receivables, Net

3 unchanged sentences

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents.

The Company maintains its cash in bank accounts, the balance of which, at times, exceeds Federal Deposit Insurance Corporation insured limits.

The primary objective of the Company’s investment activities is to preserve its capital for the purpose of funding operations and the Company does not enter into investments for trading or speculative purposes.

The Company’s cash is deposited in highly rated financial institutions in the United States.

The Company invests in money market funds and high-grade, commercial paper and corporate bonds, which management believes are subject to minimal credit and market risk.

The Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents.

The carrying amount reported in the Company’s consolidated balance sheets for cash and cash equivalents approximates its fair value.

Marketable Securities

Marketable securities consist of investments in high-grade corporate obligations, and government and government agency obligations that are classified as available-for-sale.

Since these securities are available to fund current operations they are classified as current assets on the consolidated balance sheets.

Marketable securities consist of available-for-sale debt securities that are presented as current assets in the Company’s consolidated balance sheets.

The Company adjusts the cost of available-for-sale debt securities for amortization of premiums and accretion of discounts to maturity.

1 unchanged sentence

Realized gains and losses and declines in value, if any, that the Company judges to be the result of impairment or as a result of recognizing an allowance for credit losses on available-for-sale securities are reported as a component of interest income.

To determine whether an impairment exists, the Company considers whether it intends to sell the debt security and, if the Company does not intend to sell the debt security, it considers available evidence to assess whether it is more likely than not that it will be required to sell the security before the recovery of its amortized cost basis.

likely than not that it will be required to sell the security before the recovery of its amortized cost basis.

During the years ended December 31, 2025, 2024 and 2023, the Company determined it did not have any securities that were other-than-temporarily impaired.

2 unchanged sentences

Realized gains and losses are determined on the specific identification method.

During the year ended December 31, 2024, realized gains and losses on marketable securities were not material.

During the years ended December 31, 2023 and 2022, the Company did no t have any realized gains or losses on marketable securities.

During the years ended December 31, 2025, 2024 and 2023, realized gains and losses on marketable securities were not material to the consolidated financial statements.

Fair Value of Financial Instruments

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The Company analyzes its inventory levels quarterly and writes down inventory subject to expiry or in excess of expected requirements, or that has a cost basis in excess of its expected net realizable value.

These write downs are charged to cost of sales in the accompanying Consolidated Statements of Income.

These write downs are charged to cost of sales in the accompanying Consolidated Statements of Operations.

The Company capitalizes inventory costs when future commercial sale in the ordinary course of business is probable.

The Company considered regulatory approval of its product candidate to be uncertain and product manufactured prior to regulatory approval could not have been sold unless regulatory approval was obtained.

As such, the manufacturing costs incurred prior to regulatory approval were not capitalized as inventory, but rather were expensed as incurred as

research and development expenses.

As such, the manufacturing costs incurred prior to regulatory approval were not capitalized as inventory, but rather were expensed as incurred as research and development expenses.

The Company began capitalizing inventory in March 2024 after FDA approval was granted.

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Research and development costs are comprised of costs incurred in performing research and development activities, including internal costs (including cash compensation and stock-based compensation), costs for consultants, milestone payments under licensing agreements, and other costs associated with the Company’s preclinical and clinical programs.

In particular, the Company has conducted safety studies in animals, optimized and implemented the manufacturing of its drug, and conducted clinical trials, all of which are considered research and development expenditures.

In particular, the Company has conducted safety studies in animals, optimized and implemented the manufacturing of its drug, and conducted clinical trials, all of which are

considered research and development expenditures.

Management uses significant judgment in estimating the amount of research and development costs recognized in each reporting period.

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Selling, General and Administrative Expenses

Selling, general and administrative expenses consist primarily of salaries, benefits and stock-based compensation expenses for employees, management costs, costs associated with obtaining and maintaining our patent portfolio, commercial and marketing activities, advertising, corporate insurance, professional fees for accounting, auditing, consulting and legal services, and allocated overhead expenses.

Selling, general and administrative expenses consist primarily of salaries, benefits and stock-based compensation expenses for employees, management costs, costs associated with obtaining and maintaining our patent portfolio, commercial and marketing activities, advertising, professional fees for accounting, auditing, consulting and legal services, and allocated overhead expenses.

Advertising costs are expensed as incurred.

During the years ended December 31, 2025 and 2024, advertising costs were approximately $ 145.1 million and $ 52.7 million.

The Company did not have any commercial products during the year ended December 31, 2023 and therefore no related advertising costs.

The Company determines if an arrangement is a lease at contract inception.

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Lease expense is recognized on a straight-line basis over the lease term.

Short-term leases of twelve months or less at commencement date are expensed on a straight-line basis over the lease term.

Short-term leases of 12 months or less at commencement date are expensed as incurred.

Costs to secure and defend patents are expensed as incurred and are classified as selling, general and administrative expense in the Company’s statements of operations.

Patent expenses were approximately $ 0.7 million, $ 0.7 million and $ 0.9 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Intangible Assets

Intangible Assets, Net

Intangible assets with finite lives are amortized to cost of sales over their estimated useful lives using the straight-line method.

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The Company uses the simplified method for determining the expected lives of options.

Expected volatility is based upon an industry estimate or blended rate including the Company’s historical trading activity.

Expected volatility is based upon an industry estimate, the Company’s historical trading activity, or a blended rate of the two.

The risk-free rate for periods within the expected life of the option is based on the U.S.

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Changes in any of these assumptions may materially affect the fair value of awards granted and the amount of stock-based compensation recognized.

Certain of the employee stock options granted by the Company are structured to qualify as incentive stock options (ISOs).

Under current tax regulations, the Company does not receive a tax deduction for the issuance, exercise or disposition of ISOs if the employee meets certain holding requirements.

If the employee does not meet the holding requirements, a disqualifying disposition occurs, at which time the Company may receive a tax deduction.

The Company does not record tax benefits related to ISOs unless and until a disqualifying disposition is reported.

In the event of a disqualifying disposition, the entire tax benefit is recorded as a reduction of income tax expense.

The Company has not recognized any income tax benefit for its share-based compensation arrangements due to the fact that the Company does not believe it is more likely than not it will realize the related deferred tax assets.

The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”, which prescribes the use of the liability method where deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

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The Company currently maintains a 100 % valuation allowance on its deferred tax assets.

Comprehensive Loss

Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources.

Changes in unrealized gains and losses on marketable securities represent the only difference between the Company’s net loss and comprehensive loss.

The Company recognizes the financial statement effects of a tax position when it is more likely than not (a likelihood of greater than 50%) that the position will be sustained upon examination by the relevant taxing authority, based on the technical merits of the position.

Uncertain tax positions are recorded based upon certain recognition and measurement criteria.

The Company re-evaluates uncertain tax positions at each reporting date and considers all available information, including, but not limited to, changes in tax laws or regulations, developments in case law, changes in the expected timing or outcome of audits, settlements with taxing authorities, and changes in facts or circumstances related to a particular tax position.

Adjustments to recognized tax positions are recorded in the period in which new information becomes available.

Interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense in the Consolidated Statements of Operations.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources.

The difference between the Company’s net income (loss) and comprehensive income (loss) includes changes in unrealized gains and losses on marketable securities and foreign currency translation adjustments.

Basic and Diluted Loss Per Common Share

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Performance-based restricted stock units 256,488 235,520 150,000

Preferred stock 2,369,797 2,369,797 2,369,797

Convertible preferred stock 2,369,797 2,369,797 2,369,797

Warrants 19,454 19,454 19,454

Pre-funded warrants

3,605,790 3,605,790 2,048,098

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which enhances the disclosures required for operating segments in the Company's annual and interim consolidated financial statements.

The amendments are effective

for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024.

Refer to Note 15 for the Company's segment information.

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies and adopted by the Company as of the specified effective date.

Except as noted below, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its condensed consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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The amendments are effective for annual periods beginning after December 15, 2024.

Early adoption is permitted.

The Company is currently evaluating the impact of ASU 2023-09 on its financial statements.

The Company adopted ASU 2023-09 prospectively, and the adoption impacted the Company’s income tax disclosures only and did not have an impact on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses ("DISE"), which applies to all public entities and requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses.

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Early adoption and retrospective application are permitted.

The Company is currently evaluating the impact of ASU 2024-03 on its financial statements.

The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which clarifies and aligns existing guidance related to accounting for certain costs incurred in connection with internal-use software, including updated guidance regarding agile and iterative software development methodologies.

The standard applies to all entities that incur costs to develop internal-use software.

ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods.

Early adoption is permitted.

The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements.

Liquidity and Uncertainties

The Company is subject to risks common to development stage companies and early commercial companies in the biopharmaceutical industry including, but not limited to, uncertainty of product development and commercialization, dependence on key personnel, uncertainty of market acceptance of products and product reimbursement, product liability, uncertain protection of proprietary technology, potential inability to raise additional financing necessary for development and commercialization, and compliance with the U.S.

Food and Drug Administration and other government regulations.

The Company has incurred losses since inception, including approximately $ 465.9 million for the year ended December 31, 2024, resulting in an accumulated deficit of approximately $ 1,802.2 million and $ 1,336.3 million as of December 31, 2024 and 2023, respectively.

The Company has incurred losses since inception, including $ 288.3 million for the year ended December 31, 2025, resulting in an accumulated deficit of $ 2,090.5 million and $ 1,802.2 million as of December 31, 2025 and 2024, respectively.

The Company has historically funded its operations primarily through proceeds from sales of the Company’s capital stock and debt financings.

In July 2025, the Company entered into a senior secured credit facility that provides up to $ 500.0 million.

See Note 8 “Long Term Debt” for additional details.

In addition, following FDA and EC approval, the Company receives revenue from sales of Rezdiffra.

Management expects to incur losses until the Company is able to generate sufficient revenue from Rezdiffra and any other approved products.

To date, the Company has funded its operations primarily through proceeds from sales of the Company’s capital stock and debt financings.

The Company believes that its cash, cash equivalents and marketable securities at December 31, 2025 will be sufficient to fund operations past one year from the issuance of these financial statements.

The Company’s future long-term liquidity requirements will be substantial and will depend on many factors, including the Company’s ability to effectively commercialize Rezdiffra, the Company’s decisions regarding future geographic expansion, the conduct of any future preclinical studies and clinical trials, the Company entering into any strategic transactions, the Company’s ability to maintain compliance with the liquidity covenant in the Financing Agreement (as defined in Note 8) and potential milestone payments payable pursuant to its license agreements.

To meet its future capital needs, the Company may need to raise additional capital through debt or equity financings, collaborations, partnerships or other strategic transactions.

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The inability of the Company to obtain sufficient funds on acceptable terms when needed, if at all, could have a material adverse effect on the Company’s business, results of operations and financial condition.

The Company has the ability to delay certain planned commercialization costs, product manufacturing, research activities and related clinical expenses if necessary due to liquidity concerns until a date when those concerns are relieved.

The Company has the ability to delay certain commercial activities, geographic expansion activities and certain research activities and related clinical expenses if necessary due to liquidity concerns until a date when those concerns are relieved.

Product Revenue, Net

The following table summarizes balances and activity for gross to net adjustments (in thousands):

The following table summarizes balances and activity for gross to net reserves (in thousands):

Chargebacks, Discounts for Prompt Pay and Other Allowances Rebates, Customer Fees/Credits, Co-Pay Assistance, and Other Totals

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Balance at December 31, 2024 $ 4,188 $ 21,703 $ 25,891

Provision related to sales in the current year 36,640 208,462 245,102

Adjustments related to prior year sales ( 1,573 ) ( 4,655 ) ( 6,228 )

Payments and customer credits issued ( 30,417 ) ( 135,006 ) ( 165,423 )

Balance at December 31, 2025 $ 8,838 $ 90,504 $ 99,342

Concentrations of Credit Risk and Significant Customers

The Company generates revenue from a small number of large, reputable customers.

The following customers accounted for over 10% of total gross product revenue during the year ended December 31, 2024.

As Rezdiffra was made commercially available in April 2024, there were no sales and no corresponding customer concentrations in 2023 or 2022.

The following customers accounted for over 10% of total gross product revenue during the year ended December 31, 2025 and the year ended December 31, 2024.

Rezdiffra was first made commercially available in April 2024, and therefore there were no sales and no corresponding customer concentrations in 2023.

Year ended December 31,

2025 2024 2023

34 % 39 % — %

22 % 21 % — %

15 % 14 % — %

12 % 12 % — %

Cash, Cash Equivalents, Restricted Cash, and Marketable Securities

The Company held restricted cash of $ 5.0 million as of December 31, 2024 as collateral to its corporate credit card program.

The Company had no restricted cash as of December 31, 2023.

A summary of cash, cash equivalents and available-for-sale marketable securities held by the Company as of December 31, 2024 and 2023 is as follows (in thousands):

The Company held restricted cash of $ 5.1 million and $ 5.0 million as of December 31, 2025 and 2024, respectively, predominately as collateral to its corporate credit card program.

The Company did not have any restricted cash as of December 31, 2023.

A summary of cash, cash equivalents, restricted cash and available-for-sale marketable securities held by the Company as of December 31, 2025 and 2024 is as follows (in thousands):

December 31, 2025

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Money market funds (Level 1) 50,211 — — 50,211

US government and government sponsored entities (Level 1)

government and government-sponsored entity (GSE) securities (Level 1)

9,129 — — 9,129

Corporate debt securities due within 3 months of date of purchase (Level 2)

Corporate debt securities with original maturities of 3 months or less (Level 2)

34,735 — — 34,735

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Marketable securities:

Corporate debt securities due within 1 year of date of purchase (Level 2) 367,950 190 ( 64 ) 368,076

US government and government sponsored entities due within 1 year of date of purchase (Level 2)

Corporate debt securities with original maturities of 1 year or less (Level 2) 372,096 178 ( 16 ) 372,258

government and GSE securities with original maturities of 1 year or less (Level 2)

298,007 460 ( 1 ) 298,466

US government and government sponsored entities due within 1 to 2 years of date of purchase (Level 2) 71,739 156 ( 25 ) 71,870

Corporate debt securities due within 1 to 2 years of date of purchase (Level 2)

government and GSE securities with original maturities of 1 to 2 years (Level 2)

91,936 211 — 92,147

Corporate debt securities with original maturities of 1 to 2 years (Level 2)

21,968 30 ( 3 ) 21,995

Total cash, cash equivalents, restricted cash, and marketable securities $ 987,790 $ 879 $ ( 20 ) $ 988,649

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Money market funds (Level 1) 65,302 — — 65,302

US government and government sponsored entities (Level 1)

government and GSE securities (Level 1)

12,711 — — 12,711

Corporate debt securities due within 3 months of date of purchase (Level 2)

Corporate debt securities with original maturities of 3 months or less (Level 2)

2,511 — — 2,511

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Marketable securities:

Corporate debt securities due within 1 year of date of purchase (Level 2) 382,028 195 ( 7 ) 382,216

US government and government sponsored entities due within 1 year of date of purchase (Level 2)

Corporate debt securities with original maturities of 1 year or less (Level 2) 367,950 190 ( 64 ) 368,076

government and GSE securities with original maturities of 1 year or less (Level 2)

382,793 279 ( 62 ) 383,010

Corporate debt securities due within 1 to 2 years of date of purchase (Level 2)

Total cash, cash equivalents and marketable securities $ 633,663 $ 476 $ ( 8 ) $ 634,131

government and GSE securities with original maturities of 1 to 2 years (Level 2)

71,739 156 ( 25 ) 71,870

Corporate debt securities with original maturities of 1 to 2 years (Level 2)

3,282 — ( 6 ) 3,276

Total cash, cash equivalents, restricted cash, and marketable securities $ 930,783 $ 625 $ ( 157 ) $ 931,251

The following table summarizes the Company’s inventory balances as of December 31, 2025 and 2024 (in thousands):

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Total $ 74,841 $ 34,068

There was no provision for excess inventory recorded as of December 31, 2024.

There was no provision for excess inventory recorded during the years ended December 31, 2025, 2024 or 2023.

Accrued Liabilities

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2025 December 31,

Contract research organization costs $ 30,250 $ 50,737

Other clinical study related costs 2,161 3,724

Manufacturing and drug supply 9,941 9,705

Gross to net accrued expenses

$ 90,504 $ 21,703

Clinical study, manufacturing and drug supply

26,907 43,890

Compensation and benefits 69,211 34,209

Professional fees 17,512 6,814

Gross to net accrued liabilities 21,703 —

Selling, general and administrative

40,026 18,257

Other 33,744 6,636

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Long Term Debt

In May 2022 the Company and its wholly-owned subsidiary, Canticle Pharmaceuticals, Inc., entered into the $ 250.0 million Loan Facility (the “Loan Facility”) with several banks and other financial institutions or entities party thereto (each, a “Lender” and collectively referred to as the “Lenders”), and Hercules Capital, Inc.

(“Hercules”), in its capacity as administrative agent and collateral agent for itself and the Lenders.

Under the terms of the Loan Facility, the first $ 50.0 million tranche was drawn at closing.

The Company also could draw up to an additional $ 125.0 million in two separate tranches upon achievement of certain resmetirom clinical and regulatory milestones.

A fourth tranche of $ 75.0 million could have been drawn by the Company, subject to the approval of Hercules.

The Loan Facility had a minimum interest rate of 7.45 % and adjusted with changes in the prime rate.

The Company was originally scheduled to pay interest-only monthly payments of accrued interest under the Loan Facility through May 1, 2025, for a period of 36 months.

In March 2024, the interest-only period was extended to May 1, 2026 when the Company achieved a milestone when Rezdiffra received FDA approval.

The interest only period can further extended to May 3, 2027, upon the achievement of regulatory approval milestones and future revenue covenants, subject to compliance with applicable covenants.

The Loan Facility originally matured in May 2026, but the maturity date was extended to May 2027 when the Company achieved a milestone upon receipt of FDA approval in March 2024.

The Loan Facility is secured by a security interest in substantially all of the Company’s assets, other than intellectual property.

It includes an end of term charge of 5.35 % of the aggregate principal amount, which is accounted for in the loan discount.

Hercules Loan Facility

In May 2022, the Company entered into a $ 250.0 million senior secured loan facility (as amended from time to time, the “Hercules Loan Facility”) with several banks and other financial institutions or entities party thereto (collectively, the “Hercules Lenders”), and Hercules Capital, Inc.

(“Hercules”), in its capacity as administrative agent and collateral agent for itself and the Hercules Lenders.

Interest on the Hercules Loan Facility was the greater of (i) the prime rate plus 2.45 % and (ii) 8.25 %.

The Hercules Loan Facility included an end-of-term charge of 5.35 % of the aggregate principal amount, which was accounted for in the loan discount.

In connection with the first tranche drawn at closing, the Company issued Hercules a warrant to purchase 14,899 shares of Company common stock, which had a Black-Scholes value of $ 0.6 million.

On February 3, 2023, the Company entered into the First Amendment (the “First Amendment”) to the Loan Facility (as amended, the “Amended Loan Facility”).

Under the Amended Loan Facility, an additional $ 35.0 million was drawn under a second, expanded, $ 65.0 million tranche (“Tranche 2”) in February of 2023 following the Company’s achievement of the Phase 3 clinical development milestone.

An additional $ 15.0 million was drawn under Tranche 2 in June of 2023.

The remaining $ 15.0 million available under Tranche 2 was drawn in September of 2023 in accordance with the Amended Loan Facility.

The third tranche (“Tranche 3”) of $ 75.0 million was unchanged by the First Amendment, and such borrowings became available when the Company achieved a milestone with FDA approval for Rezdiffra in March 2024.

The Company did not elect to draw Tranche 3 before it expired in June 2024, but subsequently entered into an amendment to extend the availability of these funds in August 2024.

Coincident with the expansion of Tranche 2 borrowing capacity by $ 15.0 million, the First Amendment reduced the fourth tranche under the Loan Facility (“Tranche 4”) by $ 15.0 million to $ 60.0 million.

In connection with the $ 35.0 million drawn under Tranche 2 at the closing of the First Amendment, $ 15.0 million drawn in June of 2023, and $ 15.0 million drawn in September 2023, the Company issued to Hercules and affiliates Tranche 2 Warrants to purchase an aggregate of 4,555 shares of common stock, which had a Black-Scholes value of $ 0.9 million.

The First Amendment reduced the interest rate under the Amended Loan Facility to the greater of (i) the prime rate as reported in The Wall Street Journal plus 2.45 % and (ii) 8.25 %.

The First Amendment and the Amended Loan Facility summary terms were disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 9, 2023.

On August 22, 2024, the Company entered into the Second Amendment (the “Second Amendment”) to the Loan Facility (as amended by the First Amendment and the Second Amendment, the “Second Amended Loan Facility”).

Under the Second Amended Loan Facility, the Company’s borrowing capacity available under Tranche 4 is increased to include the $ 75.0 million available under Tranche 3 that was not utilized by the Company.

After such increase, the Company’s current borrowing capacity is $ 135.0 million under Tranche 4, which is available subject to Hercules’ sole discretion.

The Loan Facility includes affirmative and restrictive financial covenants which commenced on January 1, 2023, including maintenance of a minimum cash, cash equivalents and liquid funds covenant of $ 35.0 million, which may decrease in certain circumstances if the Company achieves certain clinical milestones and a revenue milestone.

The Loan Facility also includes a revenue-based covenant that could apply commencing at or after the time that financial reporting became due for the quarter ended September 30, 2024, however, the revenue-based covenant will be automatically waived pursuant to the terms of the Loan Facility at any time in which the Company maintains, as measured monthly, (i) a certain level of cash, cash equivalents and liquid funds relative outstanding debt under the Loan Facility or (ii) a market capitalization of at least $ 1.2 billion.

The Loan Facility contains event of default provisions for:

the Company’s failure to make required payments or maintain compliance with covenants under the Loan Facility;

the Company’s breach of certain representations or default under certain obligations outside the Loan Facility;

insolvency, attachment or judgment events affecting the Company;

and any circumstance which has occurred or could reasonably be expected to have a material adverse effect on the Company, provided that, any failure to achieve a clinical milestone or approval milestone under the Loan Facility shall not in and of itself constitute a material adverse effect.

The Loan Facility also includes customary covenants associated with a secured loan facility, including covenants concerning financial reporting obligations, and certain limitations on indebtedness, liens (including a negative pledge on intellectual property and other assets),

investments, distributions (including dividends), collateral, investments, distributions, transfers, mergers or acquisitions, taxes, corporate changes, and deposit accounts.

As of December 31, 2024, the outstanding principal under the Loan Facility was $ 115.0 million.

In addition, the Company issued to Hercules and its affiliates warrants to purchase an aggregate of 4,555 shares of common stock, which had a Black-Scholes value of $ 0.9 million, following the closing of the second tranche.

On July 17, 2025, the Company used the proceeds of the Initial Term Loan under the Financing Agreement (each as defined below) to repay all outstanding obligations under the Hercules Loan Facility, totaling $ 121.7 million, and upon such repayment, terminated the Hercules Loan Facility.

The amount repaid by the Company included $ 115.0 million of outstanding indebtedness plus accrued and unpaid interest as of the repayment date and exit fees.

As a result of the termination, all credit commitments under the Hercules Loan Facility were terminated and all security interests and guarantees executed in connection with the Hercules Loan Facility were released.

The repayment resulted in a $ 2.8 million loss on extinguishment of debt, primarily due to the write off of unamortized debt issuance costs.

Blue Owl Credit Facility

On July 17, 2025 (the “Closing Date”), the Company entered into a Financing Agreement (as amended from time to time, the “Financing Agreement”) with certain funds managed by Blue Owl Capital Corporation, as the lenders (the “Lenders”), and LSI Financing LLC, as the administrative agent for the Lenders (the “Administrative Agent”).

Under the Financing Agreement, the Lenders have committed up to $ 500.0 million in senior secured credit facilities, consisting of (a) an initial term loan in an aggregate principal amount equal to $ 350.0 million (the “Initial Term Loan”) and (b) delayed draw term loan commitments in an aggregate principal amount not to exceed $ 150.0 million (the loans thereunder, if any, the “Delayed Draw Term Loans”).

In addition, the Financing Agreement includes an uncommitted incremental facility in an aggregate principal amount not to exceed $ 250.0 million (the loans thereunder, if any, the “Incremental Term Loans”, together with the Initial Term Loan and any Delayed Draw Term Loans, collectively the “Term Loans”), subject to the satisfaction of certain terms and conditions set forth in the Financing Agreement.

The Initial Term Loan was funded on the Closing Date.

Delayed Draw Term Loans are available at the Company’s election from time to time after the Closing Date until December 31, 2027.

Incremental Term Loans are available at the Company’s and the Lenders’ mutual consent from time to time after the Closing Date.

Any outstanding principal on the Term Loans will bear interest at a rate per annum on the basis of a 360-day year equal to the sum of (i) the three-month forward-looking term secured overnight financing rate administered by the Federal Reserve Bank of New York (subject to 1.0 % per annum floor) plus (ii) 4.75 %.

Accrued interest is payable quarterly following the funding of the Initial Term Loan on the Closing Date, on any date of prepayment or repayment of the Term Loans and at maturity.

The outstanding balance of the Term Loans, if not repaid sooner, shall be due and payable in full on the maturity date thereof.

The stated maturity date of the Term Loans is July 17, 2030.

The Company may prepay the Term Loans at any time (in whole or in part) and may be required to make mandatory prepayments upon the occurrence of certain customary prepayment events.

In certain instances and during certain time periods, these prepayments will be subject to customary prepayment fees.

If the Term Loans are prepaid on or prior to the one-year anniversary of the original issuance, the Company must pay a make-whole amount equal to the greater of (i) 3.00 % of the Term Loans being prepaid at such time and (ii) the present value of all remaining interest payments on the amount repaid through the one-year anniversary of the original issuance of such Term Loans, calculated using a discount rate.

Thereafter, the amount of any such prepayment fee may vary, but the maximum amount that may be due with any such prepayment would be an amount equal to 3.00 % of the Term Loans being prepaid at such time, with such prepayment fee stepping down on each anniversary of the original issuance of such Term Loans.

The Financing Agreement contains affirmative covenants and negative covenants applicable to the Company and its subsidiaries that are customary for financings of this type.

The Company and the Guarantors (as defined below) are also required to maintain a minimum unrestricted cash balance of $ 100.0 million at all times.

The Financing Agreement also includes representations, warranties, indemnities and events of default that are customary for financings of this type, including an event of default relating to a change of control of the Company.

Upon the occurrence of an event of default,

the Lenders may, among other things, accelerate the Company’s obligations under the Financing Agreement.

The obligations of the Company under the Financing Agreement are and will be guaranteed by certain of the Company’s existing and future direct and indirect subsidiaries, subject to certain exceptions (such subsidiaries, collectively, the “Guarantors”).

On July 17, 2025, concurrently with the entry into the Financing Agreement, the Company and the Administrative Agent entered into a Pledge and Security Agreement.

As security for the obligations of the Company and the Guarantors, each of the Company and the Guarantors are required to grant to the Administrative Agent, for the benefit of the Lenders and secured parties, a continuing first priority security interest in substantially all of the assets of the Company and the Guarantors (including all equity interests owned or hereafter acquired by the Company and the Guarantors), subject to certain customary exceptions.

On September 4, 2025, the parties amended the Financing Agreement to add certain of the Company’s subsidiaries as Guarantors.

As of December 31, 2025, the outstanding principal under the Financing Agreement was $ 350.0 million.

The interest rate as of December 31, 2025 was 8.75 %.

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Preferred Stock

The Series A and B Preferred Stock have a par value of $ 0.0001 per share and are convertible into shares of the common stock at a one -to-one ratio, subject to adjustment as provided in the Certificates of Designation of Preferences, Rights and Limitations of Series A Preferred Stock and Series B Preferred Stock that the Company filed with the Secretary of State of the State of Delaware on June 21, 2017 and December 22, 2022, respectively.

The Company’s Series A Preferred Stock and Series B Preferred Stock (together, the “Series A and B Preferred Stock”) have a par value of $ 0.0001 per share and are convertible into shares of the Company’s common stock at a one -to-one ratio, subject to adjustment as provided in the Certificates of Designation of Preferences, Rights and Limitations of Series A Preferred Stock and Series B Preferred Stock that the Company filed with the Secretary of State of the State of Delaware on June 21, 2017 and December 22, 2022, respectively.

The terms of the Series A and B Preferred Stock are set forth in such Certificates of Designation.

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Shares of the Series A and B Preferred Stock will generally have no voting rights, except as required by law.

Shares of the Series A and B Preferred Stock will be entitled to receive dividends before shares of any other class or series of capital stock of the Company (other than dividends in the form of the Common Stock) equal to the dividend payable on each share of the Common Stock, on an as-converted basis.

Shares of the Series A and B Preferred Stock will be entitled to receive dividends before shares of any other class or series

of capital stock of the Company (other than dividends in the form of the common stock) equal to the dividend payable on each share of the common stock, on an as-converted basis.

2024 Public Offering

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The 2024 Offering closed on March 21, 2024.

The gross proceeds of the 2024 Offering was $ 600.0 million, and the Company received net proceeds, after deducting the

underwriting discount and commissions and other estimated offering expenses payable by the Company, of approximately $ 574.0 million.

The gross proceeds of the 2024 Offering was $ 600.0 million, and the Company received net proceeds, after deducting the underwriting discount and commissions and other estimated offering expenses payable by the Company, of approximately $ 574.0 million.

The Underwriters’ Option was later exercised in full, and closed on April 2, 2024.

The net proceeds to the Company for the exercise of the Underwriters’ Option, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company, was approximately $ 85.9 million.

The Company intends to use the net proceeds from the 2024 Offering for its commercial activities in connection with the launch of Rezdiffra in the United States and for general corporate purposes, including, without limitation, research and development expenditures, ongoing clinical trial expenditures, manufacture and supply of drug substance and drug products, potential ex-U.S.

commercialization or partnering opportunities, potential acquisitions or licensing of new technologies, capital expenditures and working capital.

The 2024 Pre-Funded Warrants are exercisable at any time after the date of issuance.

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The gross proceeds of the 2023 Offering was $ 500.0 million, and the Company received net proceeds, after deducting the underwriting discount and commissions and other estimated offering expenses payable by the Company, of approximately $ 472.0 million.

The Company intends to use the net proceeds from the 2023 Offering for its clinical and commercial activities in preparation for a potential launch of resmetirom in the United States and for general corporate purposes, including, without limitation, research and development expenditures, clinical trial expenditures, manufacture and supply of drug substance and drug products, potential acquisitions or licensing of new technologies, capital expenditures and working capital.

The 2023 Pre-Funded Warrants are exercisable at any time after the date of issuance.

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At-The-Market Issuance Sales Agreement

In June 2021, the Company entered into an at-the-market sales agreement (the “Original 2021 Sales Agreement”) with Cowen and Company, LLC (“Cowen”), pursuant to which the Company could, from time to time, issue and sell shares of its common stock.

The Original 2021 Sales Agreement authorized an aggregate offering of up to $ 200.0 million in shares of our common stock, at the Company’s option, through Cowen as its sales agent.

In May 2024, the Company entered into a Sales Agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen”).

Pursuant to the Sales Agreement, the Company is authorized to issue and sell up to $ 300.0 million in shares of the Company’s common stock, at the Company’s option, through Cowen as its sales agent.

Sales of common stock through Cowen could be made by any method that is deemed an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including by means of ordinary brokers’ transactions at market prices, in block transactions or as otherwise agreed by the Company and Cowen.

Subject to the terms and conditions of the Original 2021 Sales Agreement, Cowen would use commercially reasonable efforts consistent with its normal trading and sales practices to sell the common stock based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company imposed).

In May 2023, the Company amended the 2021 Agreement (the “Sales Agreement Amendment”), with Cowen, pursuant to which the Company may, from time to time, issue and sell an additional $ 200.0 million in shares of its common stock.

The Company is not obligated to make any sales of its common stock under this arrangement.

Any shares sold will be sold pursuant to the Registration Statement and prospectus supplement filed pursuant to the Registration Statement.

The Sales Agreement Amendment authorizes sales of shares of the Company’s common stock, from time to time, at the Company’s option, through Cowen as its sales agent.

Sales of common stock through Cowen may be made by any method

that is deemed an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, and as described in the prospectus supplement.

Since the entry into the Sales Agreement Amendment in May 2023, the Company sold 98,101 shares in total under the 2021 Sales Agreement, as amended by the Sales Agreement Amendment, for an aggregate of $ 25.2 million in gross proceeds, with net proceeds to the Company of approximately $ 24.5 million after deducting commissions and other transaction costs.

All shares were sold pursuant to the Company’s effective Registration Statement and the prospectus supplement relating thereto.

In total, the Company sold 1,334,044 shares of Common Stock having an aggregate offering price of $ 225.1 million pursuant to the 2021 Sales Agreement, as amended by the Sales Agreement Amendment.

In May 2024, the Company entered into a Sales Agreement (the “2024 Sales Agreement”) with Cowen, replacing and superseding the 2021 Sales Agreement, as amended by the Sales Agreement Amendment which was terminated effective upon the entry into the 2024 Sales Agreement.

The Company is authorized to issue and sell up to $ 300.0 million in shares of the Company’s common stock under the 2024 Sales Agreement.

The Company sold no shares in the year ended December 31, 2024 under either the 2021 Sales Agreement, as amended by the Sales Agreement Amendment (the “2024 Sales Agreement”).

Subject to the terms and conditions of the Sales Agreement, Cowen would use commercially reasonable efforts consistent with its normal trading and sales practices to sell the common stock based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company imposed).

The Company sold no shares in the years ended December 31, 2025 or 2024 under the Sales Agreement.

Stock-based Compensation

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2023 Inducement Plan

In September 2023, the Company adopted the 2023 Inducement Plan (the “Inducement Plan”), pursuant to which the Company may from time to time make equity grants to new employees as a material inducement to their employment.

In September 2023, the Company adopted the 2023 Inducement Plan (the “2023 Inducement Plan”), pursuant to which the Company from time to time was permitted to make equity grants to new employees as a material inducement to their employment.

The 2023 Inducement Plan was adopted without stockholder approval, pursuant to Nasdaq Listing Rule 5635(c)(4), and was administered by the Compensation Committee of the Board.

The 2023 Inducement Plan provided for the granting of non-statutory stock options, restricted stock, restricted stock units, performance stock units and other stock-based compensation awards to new employees, but did not allow for the granting of incentive stock options.

The terms of the stock options under the 2023 Inducement Plan, in general, were determined by the Compensation Committee, provided the exercise price per share generally would not be set at less than the fair market value of a share of the common stock on the date of grant and the term would not be greater than ten years from the date the option or award was granted.

A total of 500,000 shares of the Company’s common stock were reserved for issuance under the 2023 Inducement Plan.

In June 2025, the Company terminated the 2023 Inducement Plan, and therefore no additional awards may be made from the 2023 Inducement Plan.

Any awards outstanding under the 2023 Inducement Plan will continue to be governed by the terms thereof.

2025 Inducement Plan

In June 2025, the Company adopted the 2025 Inducement Plan (the “2025 Inducement Plan”), pursuant to which the Company may from time to time make equity grants to new employees as a material inducement to their employment.

The 2025 Inducement Plan was adopted without stockholder approval, pursuant to Nasdaq Listing Rule 5635(c)(4), and is administered by the Compensation Committee of the Board.

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The terms of the stock options under the 2025 Inducement Plan, in general, are determined by the Compensation Committee, provided the exercise price per share generally shall not be set at less than the fair market value of a share of the common stock on the date of grant and the term shall not be greater than ten years from the date the option or award is granted.

A total of 500,000 shares of the Company’s common stock were reserved for issuance under the Inducement Plan.

As of December 31, 2024, 25,176 shares were available for future issuance under the 2023 Inducement Plan.

A total of 100,000 shares of the Company’s common stock were initially reserved for issuance under the 2025 Inducement Plan.

In September 2025, the 2025 Inducement Plan was amended to increase the aggregate number of shares reserved for issuance by an additional 300,000 shares.

A total of 267,451 shares were available for future issuance as of December 31, 2025.

Stock Options

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The weighted-average grant date fair values, based on the Black-Scholes option model, of options granted during the year ended December 31, 2025, 2024 and 2023 was $ 200.55 , $ 155.42 , and $ 149.15 , respectively.

The following table summarizes the weighted average values of the assumptions used in computing the fair value of option grants during 2025, 2024, and 2023.

2025 2024 2023

Risk-free interest rate

4.1 % 4.1 % 4.4 %

Expected dividend yield

Expected option life

6.2 years 4.7 years 6.3 years

Expected volatility

58 % 82 % 92 %

Restricted Stock Units

The Company’s 2015 Stock Plan provides for awards of restricted stock units (“RSUs”) to employees, officers, directors and consultants to the Company.

The Company’s Inducement Plan provides for awards of RSUs to new employees.

RSUs vest over a period of months or years, or upon the occurrence of certain performance criteria or the attainment of stated goals or events, and are subject to forfeiture if employment or service terminates before vesting.

As of December 31, 2024, the Company had 499,559 restricted stock units outstanding, with a weighted average grant date fair value of $ 237.07 per unit.

The Company awards restricted stock units (“RSUs”) to employees, officers, directors and consultants to the Company.

RSUs vest over a period of years and are subject to forfeiture if employment or service terminates before vesting.

The following table summarizes RSU activity, excluding performance-based RSUs, during the year ended December 31, 2025:

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Outstanding at December 31, 2025 798,422 $ 307.85

For the years ended December 31, 2025 and 2024 the total fair value of RSUs vested was $ 54.3 million, $ 28.9 million, respectively.

For the year ended December 31, 2023 the fair value of RSUs vested was immaterial .

For the years

ended December 31, 2025, 2024, and 2023, the weighted-average grant date fair value of RSUs granted was $ 357.36 , $ 236.90 , and $ 243.81 , respectively.

Performance-Based Restricted Stock Units

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Exercisable at December 31, 2025 — — $ —

For the years ended December 31, 2025, 2024, and 2023, the weighted average grant date fair value of PSUs granted was $ 580.38 , $ 388.02 , and $ 146.37 , respectively.

Outstanding Awards

As of December 31, 2024, the Company had restricted stock units, performance stock units, and options outstanding pursuant to which an aggregate of 2,263,222 shares of its common stock may be issued pursuant to the terms of all awards granted under the 2015 Stock Plan and Inducement Plan.

As of December 31, 2025, the Company had RSUs, PSUs and options outstanding pursuant to which an aggregate of 2,034,771 shares of its common stock may be issued pursuant to the terms of all awards granted under the 2015 Stock Plan, 2023 Inducement Plan and 2025 Inducement Plan.

Stock-Based Compensation Expense

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Unrecognized stock-based compensation expense as of December 31, 2025 was $ 238.8 million with a weighted average remaining period of 2.81 years.

In 2019, the Company entered into an operating lease for office space located in West Conshohocken, PA (the “Office Lease”), which was later updated by three amendments entered into from 2019 to 2022.

In May 2023, the Company entered into the Fourth Amendment to the Office Lease (the “Fourth Lease Amendment”), which did not have a financial impact.

In 2019, the Company entered into an operating lease for office space located in West Conshohocken, Pennsylvania (the “Office Lease”), which was further amended by four amendments entered into from 2019 to May 2023.

In August 2023, the Company entered into the Fifth Amendment to the Office Lease (the “Fifth Lease Amendment”).

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As a result of the Fifth Lease Amendment, an incremental $ 1.6 million right-of-use asset and lease liabilities were recorded during the year ended December 31, 2023.

In April 2024 and May 2024, the Company entered into the Sixth Amendment (the “Sixth Lease Amendment”) and the Seventh Amendment (the “Seventh Lease Amendment”) to the Office Lease, respectively, leasing additional office space in the same premises under the Office Lease.

The lease for such additional office space commenced in September 2024 and resulted in an incremental $ 1.2 million right-of-use asset and lease liability being recorded.

In August 2024, the Company entered into the Eighth Amendment (the “Eighth Lease Amendment”) and in October 2024, the Company entered into the Ninth Amendment (the “Ninth Lease Amendment”) to the Office Lease, further expanding the amount of

office space in the same premises.

The lease for the additional office space under the Eighth and Ninth Lease Amendments commenced in December 2024 and resulted in an incremental $ 0.2 million right-of-use asset and lease liability recorded.

Future minimum payments under the Company’s operating leases related to the ROU asset and lease liability as of December 31, 2024 was as follows (in thousand):

In 2024, the Company entered into the Sixth, Seventh, Eighth, and Ninth Amendments to the Office Lease, leasing additional office space available in the same premises under the Office Lease, which resulted in an incremental $ 1.3 million right-of-use asset and lease liability recorded.

In April 2025, the Company entered into an operating lease for additional office space in West Conshohocken, Pennsylvania.

The lease commenced in May 2025 and resulted in a $ 4.0 million right-of-use asset and lease liability.

In September 2025, the Company entered into an operating lease for office space in Waltham, Massachusetts.

The commencement date did not occur as of December 31, 2025 and therefore the new lease had no impact on the financial statements.

Future minimum payments under the Company’s operating leases related to the ROU asset and lease liability as of December 31, 2025 was as follows (in thousands):

Total minimum payments $ 10,282

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As of December 31, 2025, the weighted average remaining operating lease term was 3.6 years and the weighted average discount rate used to determine the operating lease liabilities was 10.04 %.

Cash paid related to the lease liability was $ 1.1 million and $ 1.1 million for years ended December 31, 2024 and 2023 respectively.

Operating lease costs were $ 0.9 million and $ 1.1 million for years ended December 31, 2024 and 2023 respectively.

Rent, short term and variable leases costs were immaterial during the years ended December 31, 2023 and 2022.

Cash paid related to lease liabilities was $ 1.4 million for the year ended December 31, 2025 and $ 1.1 million for the years ended December 31, 2024 and 2023, respectively.

Operating lease costs were $ 1.9 million, $ 0.9 million and $ 1.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Rent, short term and variable lease costs were immaterial during the years ended December 31, 2025, 2024 and 2023.

Commitments and Contingencies

The Company has a Research, Development and Commercialization Agreement with Hoffmann-La Roche (“Roche”) which grants the Company a sole and exclusive license to develop, use, sell, offer for sale and import any Licensed Product as defined by the agreement.

The agreement requires future milestone payments to Roche.

In March 2024, upon receiving FDA approval of Rezdiffra, a milestone was achieved and $ 5.0 million was subsequently paid to Roche.

The remaining milestone obligation under the agreement is $ 3.0 million and is payable upon the Company achieving specified objectives related to future regulatory approval in Europe of resmetirom or a product developed from resmetirom.

Licenses and Other Commitments

The Company has entered into customary contractual arrangements and letters of intent in preparation for and in support of operations in the normal course of business.

As of December 31, 2025, the Company had approximately $ 268.3 million of obligations under these agreements related to active pharmaceutical ingredient, which is expected to be paid through 2029.

Roche Agreement

The Company has a Research, Development and Commercialization Agreement (as amended, the “Roche Agreement”) with Hoffmann-La Roche (“Roche”) which grants the Company a sole and exclusive license to develop, use, sell, offer for sale and import any Licensed Product (as defined in the Roche Agreement).

In January 2026, the Company entered into an amendment to the Roche Agreement to provide the Company the full and exclusive right and discretion to control all patent term adjustments and patent term extensions applicable to Rezdiffra, including patents owned by Roche and jointly owned between the parties.

In consideration of the foregoing, the royalty payable to Roche based on net sales of

Rezdiffra will not be reduced until the expiration of certain patent term extensions that have been, or could have been, filed.

The Roche Agreement required certain milestone payments to Roche.

In March 2024, upon receiving FDA approval of Rezdiffra, a milestone was achieved and $ 5.0 million was paid to Roche.

In August 2025, upon receiving conditional marketing authorization from the EC, a milestone was achieved and $ 3.0 million was paid to Roche.

Furthermore, a tiered single-digit royalty is payable on net sales of resmetirom or a product developed from resmetirom, subject to certain reductions.

The Company began accruing for royalty payments following its commercial launch of Rezdiffra in April 2024.

The Company had no Licensed Product sales for the years ended December 31, 2023 and 2022.

The Company has entered into customary contractual arrangements and letters of intent in preparation for and in support of the clinical trials as well as manufacturing costs of Rezdiffra.

At December 31, 2024, the Company had federal net operating loss (“NOL”) carryforwards of approximately $ 850.2 million available to reduce future taxable income, of which $ 40.4 million will expire between 2031 and 2037.

The Company also has state operating loss carryforwards of approximately $ 823.5 million, available to reduce future taxable income, which expire between 2031 and 2043.

The Company has unused federal and state research and development carryforwards of approximately $ 69.7 million which will begin to expire in 2031.

The Internal Revenue Code (“IRC”) limits the amounts of NOL carryforwards that a Company may use in any one year in the event of certain cumulative changes in ownership over a three-year period as described in Section 382 of the IRC.

Such change in ownership could limit the Company's utilization of the NOL, and could be triggered by subsequent sales of securities by the Company or stockholders.

The deferred tax asset related to the NOL reflected on the financial statements could be affected by this limitation.

Although a formal analysis has not been completed, the Company has determined that an ownership change likely occurred for Madrigal during the year ended December 31, 2017.

The net operating losses are estimated to be subject to an annual limitation, of which none are expected to expire before becoming available to reduce future taxable income.

The Company began incurring royalty expense following its commercial launch of Rezdiffra in April 2024.

CSPC License (MGL-2086)

In July 2025, the Company entered into an exclusive global license agreement (the “CSPC License Agreement”) with CSPC Pharmaceutical Group Limited (“CSPC”) for MGL-2086 (formerly known as SYH2086), an oral small molecule GLP-1 receptor agonist.

Pursuant to the CSPC License Agreement, CSPC has granted the Company an exclusive global license to develop, manufacture, and commercialize MGL-2086.

The transaction closed in September 2025.

The Company paid CSPC an upfront payment of $ 120.0 million in October 2025.

CSPC is eligible to receive up to $ 2.0 billion in development, regulatory and commercial milestone payments, as well as royalties on net sales ranging from mid-single digits to low-double digits.

Pfizer License (ervogastat)

In December 2025, the Company entered into an exclusive global license agreement with Pfizer (the “Pfizer License Agreement”) to develop, manufacture and commercialize ervogastat, a Phase 2 oral DGAT-2 inhibitor, and two additional early-stage MASH assets.

The Company paid Pfizer an upfront payment of $ 50.0 million in December 2025.

In addition, Pfizer is eligible to receive up to $ 70.0 million in development and regulatory milestone payments related to ervogastat and low-double digit royalties on net sales of ervogastat.

Pfizer is eligible to receive additional development, regulatory and commercial milestone payments and royalty payments on net sales of the two licensed early stage assets.

Ribocure License (siRNA programs)

In February 2026, the Company entered into an exclusive global license agreement (the “Ribocure License Agreement”) with Suzhou Ribo Life Science Co.

and Ribocure Pharmaceuticals AB (together, “Ribocure”) granting the Company exclusive global rights to develop, manufacture and commercialize six siRNA programs.

Pursuant to the Ribocure License Agreement, the Company will pay Ribocure an upfront payment of $ 60.0 million.

In addition, Ribocure is eligible to receive up to $ 4.4 billion in development, regulatory and commercial milestone payments across all programs, as well as royalties on net sales ranging from mid-single digits to low-double digits.

The Company is subject to U.S.

federal, state, and foreign income taxes.

For the years ended December 31, 2025, 2024, and 2023, the components of loss before provision for income taxes consisted of $ 158.5 million, $ 465.9 million, and $ 373.6 million, respectively, for the United States and $ 129.8 million for foreign in 2025.

The Company did not have any foreign operations in 2024 or 2023.

As of December 31, 2025, the Company had federal net operating loss (“NOL”) carryforwards of approximately $ 1,179.0 million available to reduce future taxable income, of which $ 40.4 million will expire between 2031 and 2037.

In addition, the Company had foreign NOL carryforwards of approximately $ 130.8 million available to reduce future taxable income, which will begin to expire in 2033.

The Company also had state NOL carryforwards of approximately $ 979.5 million available to reduce future taxable income, which expire between 2031 and 2043.

In addition, the Company had unused federal and state research and development tax credit carryforwards of approximately $ 81.6 million.

Under Section 382 of the Internal Revenue Code (“IRC”), the utilization of NOL carryforwards may be limited in the event of certain cumulative changes in ownership over a three-year period.

Such an ownership change could limit the Company’s ability to utilize its NOL carryforwards and could be triggered by future issuances or sales of securities by the Company or its stockholders.

The Company has determined that an ownership change occurred during the year ended December 31, 2017.

As a result, the Company’s NOL carryforwards are estimated to be subject to an annual limitation;

however, none of the NOLs are expected to expire before becoming available to reduce future taxable income.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion of the deferred tax assets will not be realized.

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Entities are also required to evaluate, measure, recognize and disclose any uncertain income tax provisions taken on their income tax returns.

The Company has analyzed its tax positions and has concluded that as of December 31, 2024 there were no uncertain positions.

The 2020 through 2023 tax returns are open to review by the IRS and state taxing authorities.

To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the IRS or state taxing authorities, to the extent utilized in a future period.

The Company has analyzed its tax positions and determined that it had net liabilities for uncertain tax positions, including accrued interest and penalties, of $ 12.1 million as of December 31, 2025.

There were no uncertain tax positions as of December 31, 2024.

Of the liabilities for uncertain tax positions as of December 31, 2025, none would impact the Company’s effective tax rate if recognized.

The Company does not reasonably expect any material changes to the estimated liability associated with its uncertain tax positions in the next twelve months.

Interest and penalties, if any, as they relate to income taxes assessed, are included in the income tax provision.

There was no income tax related interest and penalties included in the income tax provision for 2024.

There were no income tax related interest and penalties included in the income tax provision for 2025.

Unrecognized tax benefits were as follows (in thousands):

For the years ended December 31,

2025 2024 2023

Balance at beginning of period

Increases related to current period tax positions

Increases related to prior period tax positions

Balance at end of period

$ 12,058 $ — $ —

The Company files U.S.

federal income tax returns and income tax returns in various state, local, and foreign jurisdictions and is routinely subject to examination by taxing authorities in those jurisdictions.

Tax years beginning in 2021 remain open to examination by the Internal Revenue Service (“IRS”), state, and foreign taxing authorities.

To the extent that the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon IRS, state, or foreign tax authorities’ examination to the extent utilized in a future period.

Temporary differences that give rise to deferred tax assets and liabilities are as follows (in thousands):

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Other deferred tax liabilities — 100 —

Property, plant & equipment

Total deferred tax liabilities $ 362 $ 217 $ 117

Deferred tax assets

Charitable contributions $ 37 $ 37 $ 45

Accrued expenses 14,958 8,082 3,857

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Property, plant & equipment — 172 95

Unrealized loss on investment — — 8

Net operating losses 214,427 121,552 68,305

Net operating losses and other carryforwards 318,121 214,464 121,589

Capitalized R&D 120,932 200,199 175,145

Other deferred tax assets

R&D credit 69,029 69,201 48,074

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Net deferred tax assets $ — $ — $ —

Differences between the effective income tax rate and the U.S.

statutory rate were as follows (in thousands):

For the years ended December 31,

A reconciliation of the U.S.

federal statutory tax rate to the Company’s effective tax rate for the year ended December 31, 2025 is as follows (in thousands, except percent):

For the year ended December 31, 2025

Amount Percent

Tax benefit at U.S.

federal statutory rate $ ( 60,352 ) 21.0 %

State and local income taxes, net of federal income tax effect

Foreign tax effects

Statutory tax rate difference between Switzerland & United States

17,227 ( 6.0 )

Change in valuation allowance

10,242 ( 3.6 )

Other foreign jurisdictions

( 11,886 ) 4.1

Change in valuation allowance

64,331 ( 22.4 )

Nontaxable or nondeductible items

Stock based compensation ( 44,008 ) 15.3

162M limitation 9,755 ( 3.4 )

Change in unrecognized Tax Benefits

12,058 ( 4.2 )

Other adjustments 2,538 ( 0.9 )

Income tax expense (benefit) and effective tax rate $ — — %

A reconciliation of the U.S.

federal statutory tax rate to the Company’s effective tax rate for the years ended December 31, 2024 and 2023 is as follows (in thousands):

For the years ended December 31,

Tax benefit at U.S.

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Stock-based compensation

( 9,954 ) ( 8,287 )

162M limitation

Other nondeductible expenses

State income taxes benefit before valuation allowance, net of federal benefit ( 19,280 ) ( 16,246 ) 13,090

State income tax benefit before valuation allowance, net of federal benefit

( 19,280 ) ( 16,246 )

Increase in domestic valuation allowance

125,689 112,606

Research and development credit

( 17,679 ) ( 12,971 )

Other adjustments ( 3,401 ) 124

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Segment Information

The Company operates as one reportable segment focused on delivering novel therapeutics for metabolic dysfunction-associated steatohepatitis (“MASH”).

The Company operates as one reportable segment focused on delivering novel therapeutics for MASH.

The Company’s Chief Executive Officer, as the chief operating decision maker ("CODM"), leads the Company in support of four core values—focus on the patient, having an owner mindset, the relentless pursuit of innovation and commitment to collaboration.

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Management does not segment business operations for internal reporting or decision making purposes.

As the Company has a single reporting segment, the segment accounting policies are the same as those at the Company level, as described in Note 2 "Summary of Significant Accounting Policies".

As of December 31, 2024, the Company did not have revenue or material assets outside of the U.S.

As the Company has a single reporting segment, the segment accounting policies are the same as those at the Company level, as

described in Note 2 "Summary of Significant Accounting Policies." As of December 31, 2025, the Company did not have material revenue or assets outside of the United States.

The following table presents net income reported at the segment measure of profit and loss:

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Selling, general and administrative ( 813,827 ) ( 435,057 ) ( 108,146 )

Other segment income (expense) (1)

Other segment income (1)

11,813 31,983 6,866

Net loss $ ( 288,284 ) $ ( 465,892 ) $ ( 373,630 )

(1) Other segment expense includes interest income and interest expense.

(1) Other segment income includes interest income, interest expense, loss on extinguishment of debt and other expense, net.

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-K

Item 9A. Controls and Procedures