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Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-26 · 19 added, 39 removed, 173 unchanged (25% of the section changed)

10 unchanged sentences

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report which is included in Item 8 of this Annual Report on Form 10-K.

Remediation of Prior Material Weakness

As previously discussed in Item 9A “Controls and Procedures” of our Annual Report for the period ended December 31, 2023, management identified a material weakness in our internal control over financial reporting related to

the existence and valuation of inventory, specifically, the controls over existence of inventory located at third parties and the net realizable value assessment of on-hand inventory and future purchases under firm commitments.

Management enhanced its precision and the level of evidence retained of reviews performed.

In addition, management designed and implemented additional control activities over inventory located at third parties and the assessment of net realizable value of on-hand inventory and future purchases under firm commitments.

Changes in Internal Control over Financial Reporting

Other than with respect to the remediation efforts described above, there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

During our last fiscal quarter, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions or written plans for the purchase or sale of our securities set forth in the table below.

Type of Trading Arrangement

Name and Position Action Adoption/ Termination

Rule 10b5-1* Non-

Rule 10b5-1**

Total Shares of Common Stock to be Sold Expiration Date

Christopher Peetz , Chief Executive Officer

Adopted November 22, 2024 X Up to 120,000

November 21, 2025

Jody Howe , Senior Vice President, Global Controller

December 16, 2024 X

Up to 105,707 (a)

November 30, 2026

* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.

(a) This number includes shares of our common stock issuable pursuant to awards of unvested restricted stock units (“RSUs”) and unvested performance stock units (“PSUs”).

The PSUs are subject to the achievement of certain performance conditions as set forth in the applicable PSU agreement.

The actual number of PSUs that vest following the end of an applicable performance period, if any, vary and therefore the resulting shares of our common stock available for sale under the plan will depend on the attainment of the performance metrics.

The maximum number of shares to be sold will be reduced by net shares withheld to satisfy tax withholding obligations that arise in connection with the vesting and settlement.

For purposes of this disclosure, we have reported the maximum aggregate number of shares to be sold without subtracting any shares to be withheld upon future vesting events and assumed the maximum payout of the PSUs.

There are no disclosures required by this Item 9B, including those relating to “ Rule 10b5-1 trading arrangements ” and “ non-Rule 10b5-1 trading arrangements ,” as those terms are defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

1 unchanged sentence

Directors, Executive Officers and Corporate Governance.

The information required by this item will be contained under the proposal captioned “Election of Directors” and captions “Information Regarding the Board of Directors and Corporate Governance,” “Executive Officers,” “Insider Trading Arrangements and Policies” and “Delinquent Section 16(a) Reports,” if any, in our definitive proxy statement to be filed with the Securities and Exchange Commission in connection with our 2025 Annual Meeting of Stockholders (“Definitive Proxy Statement”), which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2024 and is incorporated herein by reference.

The information required by this item will be included,in our definitive proxy statement to be filed with the Securities and Exchange Commission in connection with our 2026 Annual Meeting of Stockholders (“Definitive Proxy Statement”), which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2025 and is incorporated herein by reference.

Code of Business Conduct and Ethics

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Executive Compensation.

The information required by this item will be set forth under the captions “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation,” “Compensation Committee Report” and “Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information” in our Definitive Proxy Statement and is incorporated herein by reference.

The information required by this item will be included in the Definitive Proxy Statement and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this item will be set forth under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our Definitive Proxy Statement and is incorporated herein by reference.

The information required by this item will be included in the Definitive Proxy Statement and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence.

The information required by this item will be set forth under the captions “Transactions With Related Persons and Indemnification” and “Information Regarding the Board of Directors and Corporate Governance” in our Definitive Proxy Statement and is incorporated herein by reference.

The information required by this item will be included in the Definitive Proxy Statement and is incorporated herein by reference.

Principal Accountant Fees and Services.

The information required by this item will be set forth under the proposal captioned “Ratification of Selection of Independent Registered Public Accounting Firm” in our Definitive Proxy Statement and is incorporated here by reference.

The information required by this item will be included in the Definitive Proxy Statement and is incorporated herein by reference.

Exhibits and Financial Statement Schedules.

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(incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 17, 2023, and incorporated by reference herein).

Agreement and Plan of Merger and Reorganization, dated December 6, 2025, by and among Mirum Pharmaceuticals, Inc., Bjork Merger Sub I, Inc., Bjork Merger Sub II, LLC, Bluejay Therapeutics, Inc.

and Fortis Advisors LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on December 8, 2025).

3.1 Amended and Restated Certificate of Incorporation, as currently in effect (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 25, 2019, and incorporated by reference herein).

6 unchanged sentences

4.4 Form of certificate representing the 4.00% Convertible Senior Notes due 2029 (included as Exhibit A to Exhibit 4.3 above) (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 17, 2023, and incorporated by reference herein).

4.5 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 8, 2025, and incorporated by reference herein).

4.6 Registration Rights Agreement by and among the Registrant and the parties thereto, dated December 7, 2025 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 8, 2025, and incorporated by reference herein).

4.7 Registration Rights Agreement by and among the Registrant and the parties thereto, dated Dece mber 18, 2025 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 19, 2025, and incorporated by reference herein).

10.1+ Mirum Pharmaceuticals, Inc.

28 unchanged sentences

Mirum Pharmaceuticals, Inc.

2020 Inducement plan, as amended August 24, 2023 (incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K, as filed with the SEC on March 15, 2024, and incorporated by reference herein).

2020 Inducement Plan, as amended September 4, 2025 (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (File No.

333-290137), as filed with the SEC on September 9, 2025, and incorporated by reference herein).

10.4A+ Forms of grant notice, stock option agreement and notice of exercise under the Mirum Pharmaceuticals, Inc.

12 unchanged sentences

333-232251), filed with the SEC on June 21, 2019, and incorporated by reference herein).

10.8+ Offer Letter by and between the Registrant and Pamela Vig, Ph.D., dated December 1, 2018 (filed as Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1, as amended (File No.

333-232251), filed with the SEC on June 21, 2019, and incorporated by reference herein).

10.9+ Offer Letter by and between the Registrant and Lara Longpre, dated December 1, 2018 (filed as Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1, as amended (File No.

333-232251), filed with the SEC on June 21, 2019, and incorporated by reference herein).

Offer Letter by and between the Company and Eric Bjerkholt, dated August 8, 2023 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 11, 2023, and incorporated by reference herein).

19 unchanged sentences

Office Lease, dated January 17, 2024, by and between the Registrant and Hudson Metro Center, LLC (incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 15, 2024, and incorporated by reference herein).

First Amendment to Office Lease, dated December 10, 2025, by and between the Registrant and Hudson Metro Center, LLC.

Second Amendment to Office Lease, dated January 13, 2026, by and between the Registrant and Hudson Metro Center, LLC.

10.16 Sales Agreement by and between the Registrant, Leerink Partners LLC and Cantor Fitzgerald & Co., dated November 2, 2023 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 2, 2023) .

Mirum Pharmaceuticals, Inc.

Non-Employee Director Compensation Policy, as amended and in effect prior to April 4, 2024 (incorporated by reference to Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 15, 2024, and incorporated by reference herein).

Mirum Pharmaceuticals, Inc.

Non-Employee Director Compensation Policy, as amended April 4, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 7, 2024, and incorporated by reference herein).

10.18 Subscription Agreement by and among the Registrant and the parties thereto, dated December 7, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 8, 2025, and incorporated by reference herein).

10.19 Subscription Agreement by and among the Registrant and the parties thereto, dated December 18, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 19, 2025, and incorporated by reference herein).

19.1 Mirum Pharmaceuticals, Inc.

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christopher Peetz and Eric Bjerkholt and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10‑K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christopher Peetz, Eric Bjerkholt and Douglas Sheehy and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10‑K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

22 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures