What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-12 compared with 2025-02-12 · 191 added, 173 removed, 395 unchanged (48% of the section changed)

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Statements of Operations for the Years Ended December 31, 2025 and 2024

Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Years Ended December 31, 2024 and 2023

Statements of Stockholders’ Equity for the Years Ended December 31, 2025 and 2024

Statements of Cash Flows for the Years Ended December 31, 2025 and 2024

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We have audited the accompanying balance sheets of Mineralys Therapeutics, Inc.

(the Company) as of December 31, 2024 and 2023, the related statements of operations, convertible preferred stock and stockholders’ equity (deficit) and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

(the Company) as of December 31, 2025 and 2024, the related statements of operations, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with U.S.

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Denver, Colorado

February 12, 2025

March 12, 2026

Mineralys Therapeutics, Inc.

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Total current assets 661,386 205,351

Investments, noncurrent — 2,482

Property and equipment, net 38 53

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Mineralys Therapeutics, Inc.

Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Statements of Stockholders’ Equity

(in thousands, except share data)

Convertible Preferred Stock Series B

Convertible Preferred Stock Common Stock Additional

Common Stock Additional

Paid-In-Capital Accumulated

Deficit Total

Stockholders’ Equity (Deficit)

Shares Amount Shares Amount Shares Amount

Stockholders’ Equity

Shares Amount

Balance as of December 31, 2023 41,133,916 $ 4 $ 365,858 $ ( 124,708 ) $ 241,154

Conversion of preferred stock to common stock upon closing of initial public offering ( 86,332,216 ) ( 40,987 ) ( 136,510,868 ) ( 117,657 ) 20,637,415 2 158,642 — 158,644

Issuance of common stock from initial public offering, net of issuance costs of $ 19,441

Issuance of common stock and pre-funded warrants in a private placement offering, net of offering costs of $ 3,941

8,339,169 1 116,058 — 116,059

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Balance as of December 31, 2024 49,821,915 5 493,770 ( 302,518 ) 191,257

Issuance of common stock and pre-funded warrants in a private placement offering, net of offering costs of $ 3,941

Issuance of common stock pursuant to public offering, net of offering costs of $ 12,509

14,907,406 1 188,740 — 188,741

Issuance of common stock pursuant to public offering, net of offering costs of $ 17,932

11,274,509 2 269,566 — 269,568

Issuance of common stock pursuant to ATM Agreements, net of issuance costs of $ 473

4,066,228 — 119,425 — 119,425

Issuance of common stock from stock option exercises 1,444,277 — 12,786 — 12,786

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Accrued interest receivable ( 166 ) 424

Prepaid and other current assets 4,935 ( 9,530 )

Prepaid, other current assets, and other assets

Accounts payable and accrued liabilities 427 4,163

1 unchanged sentence

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of marketable securities ( 373,445 ) ( 347,972 )

Maturity of marketable securities 488,500 187,500

Purchases of marketable securities ( 814,738 ) ( 373,445 )

Maturities of marketable securities 425,000 488,500

Purchases of property and equipment ( 15 ) ( 96 )

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CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of common stock and pre-funded warrants in a private placement offering, net of paid offering costs 116,059 —

Proceeds from issuance of common stock in September 2025 public offering, net of offering costs 269,883 —

Proceeds from issuance of common stock in March 2025 public offering, net of offering costs 188,880 —

Proceeds from issuance of common stock pursuant to ATM Agreements, net of issuance costs

Proceeds from stock option exercises 12,786 297

Proceeds from the issuance of common stock for cash under employee stock purchase plan 221 64

Offering costs paid ( 435 ) —

Proceeds from issuance of common stock in initial public offering, net of offering costs

Proceeds from issuance of common stock for cash under employee stock purchase plan 243 221

Payment of shelf offering costs ( 391 ) ( 435 )

Proceeds from issuance of common stock and pre-funded warrants in a private placement offering, net of offering costs — 116,059

Net cash provided by financing activities 590,999 116,142

Net increase (decrease) in cash and cash equivalents 64,787 ( 38,397 )

Net increase in cash and cash equivalents 58,830 64,787

Cash and cash equivalents - beginning 114,091 49,304

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$ 172,921 $ 114,091

Supplement Disclosure of Non-Cash Financing Activities:

Conversion of convertible preferred stock to common stock upon closing of initial public offering $ — $ 159,180

Supplemental Disclosure of Non-Cash Financing Activities:

Offering costs included in accounts payable and accrued liabilities $ 41 $ —

(1) Cash and cash equivalents as of December 31, 2025 exclude investments of $ 483.7 million.

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Mineralys Therapeutics, Inc.

(the Company) is a clinical-stage biopharmaceutical company focused on developing medicines to target diseases driven by dysregulated aldosterone.

The Company’s clinical-stage product candidate, lorundrostat, is a proprietary, orally administered, aldosterone synthase inhibitor that the Company is developing for the treatment of cardiorenal conditions affected by dysregulated aldosterone, including hypertension, chronic kidney disease, and obstructive sleep apnea.

The Company has initiated a pivotal clinical program of lorundrostat for the treatment of uncontrolled or resistant hypertension and a Phase 2 trial for lorundrostat in hypertensive patients with Stage 2 to 3b chronic kidney disease.

Additionally, the Company is investigating the benefits of lorundrostat in subjects with hypotension and obstructive sleep apnea.

(the Company) is a biopharmaceutical company focused on developing medicines to target diseases driven by dysregulated aldosterone.

The Company’s product candidate, lorundrostat, is a proprietary, orally administered, aldosterone synthase inhibitor that the Company is developing for the treatment of cardiorenal conditions affected by dysregulated aldosterone, including hypertension and related comorbidities, such as chronic kidney disease and obstructive sleep apnea.

During 2025, the Company completed two pivotal clinical trials related to its primary drug candidate for hypertension and completed two Phase 2 clinical trials of lorundrostat in hypertensive patients with chronic kidney disease and obstructive sleep apnea.

The Company submitted a New Drug Application (NDA) to the U.S.

Food and Drug Administration (FDA) in December 2025 for lorundrostat for the treatment of hypertension in combination with other antihypertensive drugs.

The FDA accepted the NDA submission and provided the Company with a Prescription Drug User Fee Act target action date of December 22, 2026.

The Company was incorporated as a Delaware corporation in May 2019, and it is headquartered in Radnor, Pennsylvania.

The Company’s operations to date have been limited to business planning, raising capital, in-licensing, conducting preclinical and clinical trials, and other research and development.

Initial Public Offering

On February 14, 2023, the Company completed an initial public offering (IPO) of 13,800,000 shares of its common stock, which included the exercise in full by the underwriters of their option to purchase 1,800,000 additional shares, at a public offering price of $ 16.00 per share.

The net proceeds to the Company from the IPO were $ 201.4 million, net of underwriting discounts, commissions, and offering costs.

Reverse Stock Split

On February 1, 2023, the Company effected a one-for-10.798 reverse stock split of its issued and outstanding shares of common stock, par value $ 0.0001 per share, and a proportional adjustment to the existing conversion ratio of the Company’s preferred stock (the Reverse Stock Split).

Accordingly, all share and per-share amounts for all years presented in the accompanying financial statements and notes thereto have been adjusted to reflect this Reverse Stock Split.

Liquidity and Capital Resources

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For the year ended December 31, 2025, the Company had a net loss of $ 154.7 million and net cash used in operating activities of $ 142.4 million.

From inception to December 31, 2024, the Company has funded its operations by raising aggregate gross proceeds of approximately $ 498.8 million from the sale of the Company’s common stock, convertible preferred stock, convertible notes, and pre-funded warrants.

Since inception, the Company has funded its operations by raising aggregate gross proceeds of approximately $ 1.1 billion from the sale of the Company’s common stock, convertible preferred stock, pre-funded warrants, and convertible notes.

The Company has a limited operating history, and the sales and income potential of its business is unproven.

The Company expects to continue to incur substantial losses in the foreseeable future as a result of the Company’s research and development activities.

The Company expects to continue to incur substantial losses in the foreseeable future as a result of the Company’s research and development and other activities.

Additional funding will be required in the future to continue with the Company’s planned research and development and other activities.

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The Company believes that its cash, cash equivalents, and investments as of December 31, 2025 will be sufficient to allow the Company to fund operations for at least twelve months from the issuance date of these financial statements.

Mineralys Therapeutics, Inc.

Notes to Financial Statements

Summary of Significant Accounting Policies

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The financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S.

GAAP), which include all adjustments necessary for the fair presentation of the Company’s financial position, results of operations, and cash flows for the years presented.

Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S.

GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates of the Financial Accounting Standards Board (FASB).

GAAP), which include all adjustments necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for the years presented.

Any reference in these notes to applicable guidance is meant to refer to authoritative U.S.

GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASUs) of the Financial Accounting Standards Board (FASB).

The Company’s management performed an evaluation of its activities through the date of filing of these financial statements and concluded that there are no subsequent events requiring disclosure, other than as disclosed.

Mineralys Therapeutics, Inc.

Notes to Financial Statements

Emerging Growth Company Status

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The Company may take advantage of these exemptions until the last day of the fiscal year following the fifth anniversary of its initial public offering or such earlier time as the Company is no longer an “emerging growth company.” Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards.

The Company has elected to use the extended transition period for complying with new or revised accounting standards and as a result of this election, its financial statements may not be comparable to companies that comply with public company effective dates.

The Company has elected to use the extended transition period for complying with new or revised accounting standards, and as a result of this election, its financial statements may not be comparable to those of companies that comply with public company effective dates.

The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of its initial public offering or such earlier time that it is no longer an “emerging growth company.”

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The Company operates in one operating segment for the purposes of assessing performance, making operating decisions, and allocating Company resources.

The Company’s chief operating decision maker (CODM) is its chief executive officer, who considers net loss to evaluate overall expenses associated with conducting research and development activities, which includes evaluating the progress of ongoing clinical trials and the planning and execution of current and future research and development activities.

Further, the CODM reviews and utilizes functional expenses (research and development and general and administrative) as reported in the statements of operations to manage the Company’s operations.

Other segment items included in net loss are interest income, net and other income.

The measure of performance, significant expenses, and other items are each reflected in the statements of operations.

These measures of performance, significant expenses, and other items are each reflected in the statements of operations.

The accounting policies of the segment are the same as those described below.

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Estimates have been used in the following areas, among others:

research and development accruals, fair value of the Company’s common stock prior to the closing of the Company’s IPO, and income taxes.

research and development accruals and income taxes.

Cash and Cash Equivalents

All highly liquid investments that have maturities of 90 days or less at the date of purchase are classified as cash equivalents.

As of December 31, 2024 and 2023, the Company did not have any restricted

Mineralys Therapeutics, Inc.

Notes to Financial Statements

cash balances.

The Company’s cash and cash equivalents balances as of December 31, 2024 include cash balances and amounts held primarily in interest-bearing money market accounts and U.S.

Treasury bills with original maturities of less than three months.

The Company’s cash and cash equivalents balances as of December 31, 2023 include cash balances and amounts held primarily in interest-bearing money market accounts.

The Company’s cash and cash equivalents balances as of December 31, 2025 and 2024 include cash balances and amounts held primarily in interest-bearing money market accounts and U.S.

Treasury bills.

As of December 31, 2025 and 2024, the Company did no t have any restricted cash balances.

The following table provides a reconciliation of cash and cash equivalents as reported in the statements of cash flows to the balance sheets (in thousands):

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Total cash and cash equivalents $ 172,921 $ 114,091

Mineralys Therapeutics, Inc.

Notes to Financial Statements

Concentration of Credit Risk

The Company has no significant off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts, or other hedging arrangements.

Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash balances in several accounts with three financial institutions which, from time to time, are in excess of federally insured limits.

Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash balances in several accounts with three financial institutions that, from time to time, are in excess of federally insured limits.

Risks and Uncertainties

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“ Fair Value of Financial Instruments ” for additional details of the Company’s financial instruments.

Mineralys Therapeutics, Inc.

Notes to Financial Statements

The Company generally invests its excess cash in money market funds and investment-grade short- and long-term fixed-income debt securities, such as U.S.

Treasury bills.

Such investments are included in cash and cash equivalents, current investments, and investments - noncurrent in the balance sheets.

The Company determines the appropriate classification of short-term and long-term securities at the time of purchase and re-evaluates such designation as of each balance sheet date.

Such investments are included in cash and cash equivalents and investments in the balance sheets.

The Company determines the appropriate classification of securities at the time of purchase and re-evaluates such designation as of each balance sheet date.

Securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity.

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The Company invested in marketable securities during the years ended December 31, 2025 and 2024, and no impairment charges were recorded.

For held-to-maturity investments, the Company periodically reviews each individual security position that has an unrealized loss, or impairment, to determine if that impairment is other-than-temporary.

If the Company believes an impairment of a security position is other than temporary, based on available quantitative and qualitative information as of the report date, the loss will be recognized within other income, net in the Company’s statements of operations and a new cost basis in the investment is established.

For held-to-maturity investments, the Company periodically reviews each individual security position that has an unrealized loss, or impairment, to determine if that impairment is

Mineralys Therapeutics, Inc.

Notes to Financial Statements

other-than-temporary.

If the Company believes an impairment of a security position is other than temporary, based on available quantitative and qualitative information as of the report date, the loss will be recognized within total other income, net in the Company’s statements of operations, and a new cost basis in the investment will be established.

Deferred Offering Costs

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Should the equity issuance be abandoned, the deferred offering costs are expensed immediately as a charge to operating expenses in the statements of operations.

Deferred offering costs as of December 31, 2024 and 2023 were $ 0.4 million and $ 0 , respectively.

Deferred offering costs as of December 31, 2025 and 2024 were $ 0.2 million and $ 0.4 million, respectively.

Such costs are classified in other assets on the balance sheets.

Convertible Preferred Stock

The Company records convertible preferred stock at fair value on the dates of issuance, net of issuance costs.

Upon the occurrence of certain events that are outside the Company’s control, including a deemed liquidation event, holders of the convertible preferred stock can cause redemption for cash.

Therefore, the convertible preferred stock is classified outside of stockholders’ deficit on the balance sheets as events triggering the redemption for cash were not solely within the Company’s control.

The carrying values of the convertible preferred stock are adjusted to their liquidation preferences if and when it becomes probable that such a liquidation event will occur.

In February 2023, the Company’s convertible preferred stock converted into shares of the Company’s common stock of which carrying value at the date of conversion was converted to permanent equity, which is described in more detail in Note 6.

“ Capital Stock .”

Research and Development Expenses

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The Company’s research and development expenses consist primarily of clinical trial expenses, consulting and employee-related costs, and costs associated with required regulatory filings, licenses, and fees.

Non-refundable advance payments for goods and services that will be used in future research and development activities are capitalized and recorded as expense in the period that the Company receives the

Mineralys Therapeutics, Inc.

Notes to Financial Statements

goods or when services are performed.

Assets acquired (or in-licensed) that are utilized in research and development that have no alternative future use are expensed as incurred.

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The Company measures restricted common stock awards using the difference, if any, between the purchase price per share of the award and the fair value of the Company’s common stock at the date of the grant or modification.

The Company estimates the fair value of its stock option awards using the Black-Scholes option pricing model, which requires the input of assumptions, including (i) the expected stock price volatility, (ii) the calculation of expected term of the award, (iii) the risk-free interest rate, and (iv) expected dividends.

The Company estimates the fair value of its stock option awards using the Black-Scholes option pricing model, which requires the input of assumptions, including (i) the expected stock price volatility, (ii) the calculation of the expected term of the award, (iii) the risk-free interest rate, and (iv) expected dividends.

Volatility — Due to the Company’s limited operating history and a lack of company-specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar publicly-traded companies.

The Company believes that the companies in the group were most representative of the Company and had characteristics similar to its own, including stage of product development, a focus on the life sciences industry, and other economic and industry characteristics.

Mineralys Therapeutics, Inc.

Notes to Financial Statements

Expected Term — The Company uses the simplified method to calculate the expected term, as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term for options granted, and utilizes the contractual term for options granted.

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Expected Dividends — To date, the Company has not issued any dividends and does not expect to issue dividends over the life of the options and therefore has estimated the dividend yield to be zero.

Subsequent to the closing of the Company’s IPO, the Company determines the fair market value of its common stock using the closing price of its common stock as reported on the Nasdaq Global Select Market.

Prior to the closing of the Company’s IPO, there was no public market for the Company’s common stock, and the Company determined the fair value of the shares of its common stock underlying its share-based awards by considering a number of objective and subjective factors, including third-party valuations of the Company’s common stock, the valuation of comparable companies, the Company’s operating and financial performance, and general and industry-specific economic outlook, among other factors.

The assumptions underlying these valuations represented management’s best estimate, with the assistance of a third-party valuation specialist, which involved inherent uncertainties and the application of management’s judgment.

As a result, if the Company had used different assumptions or estimates, the fair value of the Company’s common stock and its stock-based compensation expense could have been materially different.

Subsequent to the closing of the Company’s initial public offering of its common stock in February 2023 (IPO), the Company determines the fair market value of its common stock using the closing price of its common stock as reported on the Nasdaq Global Select Market.

Compensation expense related to awards is recognized on a straight-line basis by recognizing the grant date fair value over the associated service period of the award, which is generally the vesting term.

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The Company accounts for forfeitures as they occur.

Mineralys Therapeutics, Inc.

Notes to Financial Statements

Defined Contribution Plan

The Company sponsors a qualified 401(k) plan that allows eligible employees to make contributions, subject to certain limitations.

The Company provides a matching contribution of up to 4 % of an employee’s compensation.

For the years ended December 31, 2024 and 2023, the Company made matching contributions of $ 0.4 million and $ 0.2 million, respectively.

The Company sponsors a qualified defined contribution 401(k) plan for eligible employees.

Employees may contribute a portion of their compensation, subject to statutory limitations.

The Company provides a matching contribution of up to 4 % of eligible compensation.

For the years ended December 31, 2025 and 2024, the Company recognized expense related to the defined contribution 401(k) plan of $ 0.6 million and $ 0.4 million, respectively.

Net Loss Per Share

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For purposes of this calculation, unvested restricted stock awards and stock options to purchase common stock are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive.

The weighted-average number of common shares used in the basic and diluted net loss per common stockholders calculations includes the weighted-average pre-funded warrants outstanding during the period as they are exercisable at any time for nominal cash consideration.

The following table sets forth the potential common shares excluded from the calculation of net loss per common share because their inclusion would be anti-dilutive:

The weighted-average number of common shares used in the basic and diluted net loss per share attributable to common stockholders calculations includes the weighted-average pre-funded warrants outstanding during the period, as they are exercisable at any time for nominal cash consideration.

The following table sets forth the potential common shares excluded from the calculation of net loss per share attributable to common stockholders because their inclusion would be anti-dilutive:

Outstanding options 6,577,499 4,560,292

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Income taxes are recorded in accordance with ASC Topic 740, Income Taxes (ASC 740), which provides for deferred taxes using an asset and liability approach.

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial

Mineralys Therapeutics, Inc.

Notes to Financial Statements

statements or tax returns.

Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities and for loss and credit carryforwards using enacted tax rates anticipated to be in effect for the year in which the differences are expected to reverse.

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Unless otherwise discussed, the Company believes the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

Mineralys Therapeutics, Inc.

Notes to Financial Statements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, including public entities with a single reportable segment, primarily through enhanced disclosures about significant segment expenses.

The Company adopted this standard for the Company’s fiscal year 2024 annual reporting period.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.

The new standard requires a company to expand its existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid.

The standard is effective for the Company beginning in fiscal year 2026, with early adoption permitted.

The Company does not expect to early adopt the new standard.

The new standard is expected to be applied prospectively, but retrospective application is permitted.

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

The Company adopted this standard for the Company’s fiscal year 2024 annual reporting period, and it is applicable to interim periods thereafter.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures (ASU 2023-09).

ASU 2023-09 requires a company to expand its existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid.

The Company adopted this new accounting standard in the year ended 2025 and applied it prospectively as disclosed in Note 8.

“ Income Taxes.

” The adoption did not have an impact on the Company’s financial statements, as the amendments relate solely to expanded disclosures and do not affect the recognition, measurement, or presentation of income taxes.

The Company has updated its income tax disclosures in accordance with the new requirements beginning in the period of adoption.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (ASU 2024-03), and in January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date, which clarified the effective date of ASU 2024-03.

ASU 2024-03 will require the Company to disclose additional information about specific expense categories in the notes to the financial statements on an annual and interim basis.

ASU 2024-03 is effective for the Company's fiscal year 2027 and may be adopted on a prospective or retrospective basis.

Early adoption is permitted.

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

Mineralys Therapeutics, Inc.

Notes to Financial Statements

Fair Value of Financial Instruments

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The fair values of money market funds are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

Treasury Bills—As of December 31, 2024 and 2023, the Company had short- and long-term U.S.

Treasury Bills—As of December 31, 2025 and 2024, the Company had short-term U.S.

Treasury bills.

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Total $ 493,662 $ 493,839

Mineralys Therapeutics, Inc.

Notes to Financial Statements

As of December 31, 2024

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Cost Estimated

Cash and cash equivalents less than 3 months $ 29,825 $ 29,829

Investments between 3 and 12 months 84,096 84,123

Investments, noncurrent greater than 1 year 2,482 2,486

Total $ 113,921 $ 113,952

Commitments and Contingencies

License Agreement with Mitsubishi Tanabe

In July 2020, the Company entered into a license agreement (the Mitsubishi License) with Mitsubishi Tanabe Pharmaceutical Company (Mitsubishi Tanabe), pursuant to which Mitsubishi Tanabe granted the Company an exclusive, worldwide, royalty-bearing, sublicensable license under Mitsubishi Tanabe’s patent and other intellectual property rights to exploit products incorporating lorundrostat (formerly MT-4129) (Lorundrostat Products) for the prevention, treatment, diagnosis, detection, monitoring, or predisposition testing with respect to indications, diseases, and conditions in humans.

Pursuant to the Mitsubishi License, the Company paid Mitsubishi Tanabe a $ 1.0 million upfront fee and development milestone payments of $ 9.0 million in the aggregate.

The Company has remaining obligations to pay Mitsubishi Tanabe commercial milestone payments of up to $ 155.0 million in the aggregate upon first commercial sale and upon meeting certain annual sales targets, as well as additional commercial milestone payments of up to $ 10.0 million for a second indication.

Additionally, the Company is obligated to pay Mitsubishi Tanabe tiered royalties at percentages ranging from the mid-single-digits to ten percent ( 10 %) of aggregate net sales of each Lorundrostat Product on a Lorundrostat Product-by-Lorundrostat Product and country-by-country basis, until the later of (i) the expiration of the last-to-expire valid Mitsubishi Tanabe patent claim covering a Lorundrostat Product, (ii) ten years from the first commercial sale of a Lorundrostat Product, or (iii) the expiration of regulatory exclusivity in such country.

Such royalties are subject to reduction under specified conditions, including lack of patent coverage and generic competition.

The Company is obligated to use commercially reasonable efforts to conduct and complete the development activities and to file for regulatory approval for at least one Lorundrostat Product in a major market country and consider in good faith developing at least one Lorundrostat Product in a non-major market country.

If the Company elects to sublicense its rights under the Mitsubishi License to a third party with respect to exploitation of lorundrostat or any Lorundrostat Product in certain countries in Asia, the Company has agreed to negotiate such a sublicense first, for a specified period of time, with Mitsubishi Tanabe, if Mitsubishi Tanabe notifies the Company that it would like to obtain such a sublicense.

The Company also agreed not to commercialize any competing product prior to three years following the first commercial sale of the first Lorundrostat Product in any country without Mitsubishi Tanabe’s prior consent.

Unless terminated earlier, the Mitsubishi License will continue until the expiration of all of the Company’s royalty obligations to Mitsubishi Tanabe.

The Company may terminate the Mitsubishi License for any or no reason upon 90 or 180 days’ prior written notice to Mitsubishi Tanabe depending on whether the Lorundrostat Product has received regulatory approval.

Mitsubishi Tanabe may terminate the Mitsubishi License if the Company has not initiated regulatory consultation for the first global clinical trials of lorundrostat in at least one major market country within a specified amount of time or if the Company or its affiliates or sublicensees initiate a challenge to the patent rights licensed to the Company by Mitsubishi Tanabe.

In addition, either party may terminate the Mitsubishi License in the event of an uncured material breach by or bankruptcy of the other party, subject to certain notice and cure periods, or upon the other party’s bankruptcy or insolvency.

The Company incurred $ 0 and $ 9.0 million of research and development expenses pursuant to the Mitsubishi License during the years ended December 31, 2024 and 2023, respectively, that related to the Company’s initiation of its pivotal clinical program of lorundrostat in 2023.

As of December 31, 2024, the

License Agreement with Tanabe

In July 2020, the Company entered into a license agreement (the Tanabe License) with Tanabe Pharma Corporation (Tanabe)(formerly Mitsubishi Tanabe Pharma Corporation), pursuant to which Tanabe granted the Company an exclusive, worldwide, royalty-bearing, sublicensable license under Tanabe’s patent and other intellectual property rights to exploit products incorporating lorundrostat (formerly MT-4129) (Lorundrostat Products) for the prevention, treatment, diagnosis, detection, monitoring, or predisposition testing with respect to indications, diseases, and conditions in humans.

Pursuant to the Tanabe License, the Company paid Tanabe a $ 1.0 million upfront fee and development milestone payments of $ 9.0 million in the aggregate.

Mineralys Therapeutics, Inc.

Notes to Financial Statements

Company has paid an aggregate of $ 9.0 million in development milestone payments and has no remaining development milestone obligations under the Mitsubishi License.

has remaining obligations to pay Tanabe commercial milestone payments of up to $ 155.0 million in the aggregate upon first commercial sale and upon meeting certain annual sales targets, as well as additional commercial milestone payments of up to $ 10.0 million for a second indication.

Additionally, the Company is obligated to pay Tanabe tiered royalties at percentages ranging from the mid-single-digits to ten percent ( 10 %) of aggregate net sales of each Lorundrostat Product on a Lorundrostat Product-by-Lorundrostat Product and country-by-country basis, until the later of (i) the expiration of the last-to-expire valid Tanabe patent claim covering a Lorundrostat Product, (ii) ten years from the first commercial sale of a Lorundrostat Product, or (iii) the expiration of regulatory exclusivity in such country.

Such royalties are subject to reduction under specified conditions, including lack of patent coverage and generic competition.

The Company has no remaining development milestone obligations under the Tanabe License and did not incur any development or commercial expenses pursuant to the Tanabe License during the years ended December 31, 2025 and 2024.

If the Company elects to sublicense its rights under the Tanabe License to a third party with respect to exploitation of lorundrostat or any Lorundrostat Product in certain countries in Asia, the Company has agreed to negotiate such a sublicense first, for a specified period of time, with Tanabe, if Tanabe notifies the Company that it would like to obtain such a sublicense.

Unless terminated earlier, the Tanabe License will continue until the expiration of all of the Company’s royalty obligations to Tanabe.

The Company may terminate the Tanabe License for any or no reason upon 90 or 180 days’ prior written notice to Tanabe, depending on whether the Lorundrostat Product has received regulatory approval.

Tanabe may terminate the Tanabe License if the Company or its affiliates or sublicensees initiate a challenge to the patent rights licensed to the Company by Tanabe.

In addition, either party may terminate the Tanabe License in the event of an uncured material breach by or bankruptcy of the other party, subject to certain notice and cure periods, or upon the other party’s bankruptcy or insolvency.

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated.

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To date, the Company has not incurred any material costs as a result of such indemnifications.

The Company is not aware of any claims under indemnification arrangements, and it has not accrued any liabilities related to such obligations in its financial statements as of December 31, 2024 and 2023.

The Company is not aware of any claims under indemnification arrangements, and it has not accrued any material liabilities related to such obligations in its financial statements as of December 31, 2025 and 2024.

Mineralys Therapeutics, Inc.

Notes to Financial Statements

Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):

Research and development expenses $ 8,614 $ 7,122

Compensation and benefits $ 5,540 $ 3,582

Research and development expenses 3,460 8,614

Professional fees and other 4,096 1,971

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Shares available for grant under the ESPP 1,251,719

Shares available for grant under the 2025 Inducement Plan 854,000

Pre-funded warrants issued and outstanding 549,755

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In connection with the closing of the IPO in February 2023, the Company’s board of directors approved an amendment to the Company’s amended and restated certificate of incorporation (the Restated Certificate).

The Restated Certificate amended and restated the Company’s amended and restated certificate of incorporation, in its entirety to, among other things, increase the authorized number of shares of common stock to 500,000,000 shares and authorize 50,000,000 shares of undesignated preferred stock that may be issued from time to time by the Company’s board of directors in one or more series.

Public Offerings

On September 2, 2025, the Company entered into an underwriting agreement with BofA Securities, Inc., Evercore Group L.L.C.

and Goldman Sachs & Co.

LLC as representatives of the several underwriters named therein (collectively, the Underwriters), relating to the issuance and sale of 11,274,509 shares of the Company’s common stock at a price of $ 25.50 per share for net proceeds of approximately $ 269.6 million after deducting an underwriting discount of 6 % and other offering expenses.

The offering was made pursuant to the Company’s registration statements on Form S-3 and Form S-3MEF (Registration Statement Nos.

333-278122 and 333-289998, respectively) previously filed with and declared effective by the SEC, and a prospectus supplement and accompanying prospectus filed with the SEC.

The Company is using the net proceeds from this offering to fund clinical development of lorundrostat, including research and development and manufacturing, and pre-commercialization activities, as well as for working capital and general corporate purposes.

On March 11, 2025, the Company entered into an underwriting agreement with the Underwriters, relating to the issuance and sale of 14,907,406 shares of the Company’s common stock at a price of $ 13.50 per share for net proceeds of approximately $ 188.7 million after deducting an underwriting discount of 6 % and other offering expenses.

The offering was made pursuant to the Company’s shelf registration statement on Form S-3 (Registration Statement No.

333-278122) previously filed with and declared effective by the SEC (the Registration Statement), and a prospectus supplement and accompanying prospectus filed with the SEC.

The Company is using the net proceeds from this offering to fund the clinical development of lorundrostat, including research and development, manufacturing, and pre-commercialization activities, as well as for working capital and general corporate purposes.

Mineralys Therapeutics, Inc.

Notes to Financial Statements

to 500,000,000 shares and authorize 50,000,000 shares of undesignated preferred stock that may be issued from time to time by the Company’s board of directors in one or more series.

Preferred Stock Offerings

In February 2021, the Company entered into a Series A redeemable convertible preferred stock agreement (the Series A Purchase Agreement).

From February 2021 to April 2021, the Company issued 50,311,827 shares of Series A Preferred Stock at $ 0.477 per share for net proceeds of $ 23.8 million.

Additionally, in February 2021, the Company’s convertible notes and related accrued interest converted into 10,868,432 shares of Series A Preferred Stock.

The Series A Purchase Agreement provided for an additional closing for the Series A purchasers for the issuance of up to 25,151,957 shares of Series A Preferred Stock, at a purchase price of $ 0.477 per share for aggregate cash proceeds of $ 12.0 million, upon the achievement of the Milestone (as defined in the Series A Purchase Agreement) or a waiver of the Milestone by the requisite holders.

In January 2022, the Company achieved the Milestone under the Series A Purchase Agreement and sold an aggregate of 25,151,957 shares of Series A Preferred Stock under the Series A Purchase Agreement to certain existing investors, members of the Company’s board of directors, and affiliates of members of its board of directors, at a purchase price of $ 0.477 per share for aggregate net proceeds of approximately $ 12.0 million.

In June 2022, the Company entered into a Series B convertible preferred stock agreement with certain investors, including members of the Company’s board of directors and affiliates of members of its board of directors, pursuant to which the Company issued and sold to such investors an aggregate of 136,510,868 shares of Series B Preferred Stock at a purchase price of $ 0.8644 per share for aggregate net proceeds of approximately $ 117.7 million.

Immediately prior to the closing of the IPO, 86,332,216 shares of Series A Preferred Stock and 136,510,868 shares of Series B Preferred Stock converted into 20,637,415 shares of the Company’s common stock, and the carrying value of Series A Preferred Stock and Series B Preferred Stock was converted to permanent equity.

At Market Equity Offering Sales Agreements

On November 10, 2025, the Company entered into an ATM Equity Offering Sales Agreement (the New ATM Agreement) with BofA Securities, Inc., Evercore Group L.L.C., and Goldman Sachs & Co.

LLC (each, a Sales Agent, and collectively, the Sales Agents), relating to the sale of shares of the Company’s common stock, having an aggregate offering price of up to $ 300.0 million from time to time to or through the Sales Agents (New ATM Shares).

The New ATM Shares will be issued pursuant to the Company’s registration statement on Form S-3ASR (File No.

333-291435), effective on November 10, 2025.

Sales of the New ATM Shares will be made by means of ordinary brokers’ transactions on the Nasdaq Global Select Market or as otherwise agreed by the Company and the Sales Agents.

Under the terms of the New ATM Agreement, the Company may also sell the New ATM Shares from time to time to a Sales Agent as principal for its own account at a price to be agreed upon at the time of sale.

Any sale of the New ATM Shares to a Sales Agent as principal would be pursuant to the terms of a separate terms agreement between the Company and such Sales Agent.

On March 21, 2024, the Company entered into an ATM Equity Offering Sales Agreement (the Prior ATM Agreement, and together with the New ATM Agreement, the ATM Agreements) with BofA Securities, Inc.

and Evercore Group L.L.C.

(the Prior Sales Agents).

Pursuant to the terms of the Prior ATM Agreement, the Company was permitted to sell from time to time through the Prior Sales Agents shares of the Company’s common stock having an aggregate offering price of up to $ 100.0 million (the Prior ATM Shares, and together with the New ATM Shares, the ATM Shares), pursuant to which the Company sold approximately $ 27.4 million of Prior ATM Shares.

Effective November 9, 2025, the Prior ATM Agreement was terminated in connection with the execution of the New ATM Agreement.

Beginning in April 2025 and through December 31, 2025, the Company sold an aggregate of 4,066,228 ATM Shares at a weighted-average price of $ 29.49 per share for aggregate net proceeds of approximately $ 119.4 million after deducting commissions to the Agents and other offering expenses.

As of December 31, 2025, the Company had approximately $ 207.5 million of New ATM Shares remaining available for sale pursuant to the New ATM Agreement.

Subsequent to December 31, 2025 and through March 12, 2026, the Company sold an aggregate of 568,320 New ATM Shares, at a weighted-average price of $ 35.66 per share, for aggregate net proceeds of approximately $ 20.2 million after deducting commissions to the Sales Agents and other related costs.

Private Placement Offering

On February 7, 2024, the Company entered into a securities purchase agreement (the Purchase Agreement) with the purchasers named therein (the Purchasers), for the private placement (the Private Placement) of (i) 8,339,169 shares (the Shares) of the Company’s common stock at a price of $ 13.50 per Share, and (ii) with respect to certain Purchasers, pre-funded warrants to purchase an aggregate of 549,755 shares of common stock (the Pre-Funded Warrants) in lieu of shares of common stock, at a purchase price of $ 13.499 per Pre-Funded Warrant (the shares of common stock issuable upon exercise of the Pre-Funded Warrants, the Warrant Shares) for aggregate net proceeds of approximately $ 116.1 million.

The Company is using the net proceeds from the Private Placement to fund the research and development of lorundrostat and for working capital and general corporate purposes.

Each Pre-Funded Warrant has an exercise price of $ 0.001 per share of common stock, is immediately exercisable on the date of issuance, and will not expire.

Under the terms of the Pre-Funded Warrants, the Company may not effect the exercise of any portion of any Pre-Funded Warrant, and a holder will not have the right to exercise any portion of any Pre-Funded Warrant, which, upon giving effect to such exercise, would cause a holder (together with its affiliates) to own more than a specified beneficial ownership limitation of either 4.99 %, 9.99 %, or 19.99 % (as selected by such holder prior to the issuance of the Pre-Funded Warrant) of the number of shares of common stock outstanding immediately after giving effect to such exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants.

However, any holder may increase or decrease such percentage to any other percentage not in excess of 19.99 %, provided that any increase in such percentage shall not be effective until 61 days after such notice is delivered to the Company.

The Company is using the net proceeds from the Private Placement to fund the research and development of lorundrostat and for working capital and general corporate purposes.

The Company registered the resale of the Shares and the Warrant Shares on the Registration Statement.

Pursuant to the Purchase Agreement, the Company agreed to use its reasonable best efforts to keep the Registration Statement effective until the earliest of (i) the time as all of the Shares and Warrant Shares purchased by the Purchasers pursuant to the terms of the Purchase Agreement have been sold pursuant to the Registration Statement, or (ii) such time as the Shares and Warrant Shares become eligible for resale by non-affiliates without any volume limitations or other restrictions pursuant to Rule 144 under the Securities Act of 1933, as amended, or any other rule of similar effect.

Mineralys Therapeutics, Inc.

Notes to Financial Statements

The Company registered the resale of the Shares and the Warrant Shares on a shelf registration statement on Form S-3 (Registration No.

333-278122), which was declared effective by the SEC on April 11, 2024 (the Registration Statement).

At Market Equity Offering Sales Agreement

On March 21, 2024, the Company entered into an ATM Equity Offering Sales Agreement (the ATM Agreement) with BofA Securities, Inc.

and Evercore Group L.L.C.

as the Company’s sales agents (the Agents) and/or principals.

Pursuant to the terms of the ATM Agreement, the Company may sell from time to time through the Agents shares of the Company’s common stock having an aggregate offering price of up to $ 100,000,000 (the ATM Shares).

Any ATM Shares will be issued pursuant to the Registration Statement.

Sales of the ATM Shares, if any, will be made by means of ordinary brokers’ transactions on the Nasdaq Global Select Market or as otherwise agreed by the Company and the Agents.

Under the terms of the ATM Agreement, the Company may also sell the ATM Shares from time to time to an Agent as principal for its own account at a price to be agreed upon at the time of sale.

Any sale of the ATM Shares to an Agent as principal would be pursuant to the terms of a separate terms agreement between the Company and such Agent.

The Company has not yet sold any ATM Shares as of December 31, 2024.

Stock-Based Compensation

2023 Incentive Award Plan

In February 2023, the Company’s board of directors adopted and stockholders approved the 2023 Incentive Award Plan that became effective upon the closing of the IPO (2023 Plan), under which the Company may grant stock options, restricted stock awards (RSAs), dividend equivalents, restricted stock units, stock appreciation rights, and other stock or cash-based awards to its employees, consultants, and directors.

The number of shares of the Company’s common stock initially available for issuance under awards granted pursuant to the 2023 Plan was the sum of (i) 4,650,000 shares of the Company’s common stock, plus (ii) any shares subject to outstanding awards under the 2020 Plan described below as of the effective date of the 2023 Plan that become available for issuance under the 2023 Plan thereafter in accordance with its terms.

The number of shares initially available for issuance will be increased on January 1 of each calendar year beginning in 2024 and ending in 2033, by an amount equal to the lesser of (i) 4 % of the shares of the Company’s common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as determined by the Company’s board of directors.

In February 2023, the Company’s board of directors adopted and stockholders approved the 2023 Incentive Award Plan that became effective upon the closing of the IPO (the 2023 Plan), under which the Company may grant stock options, restricted stock awards (RSAs), dividend equivalents, restricted stock units, stock appreciation rights, and other stock or cash-based awards to its employees, consultants, and directors.

The number of shares of the Company’s common stock initially available for issuance under awards granted pursuant to the 2023 Plan was the sum of (i) 4,650,000 shares of the Company’s common stock, plus (ii) any shares subject to outstanding awards under the 2020 Plan described and defined below as of the effective date of the 2023 Plan that become available for issuance under the 2023 Plan thereafter in accordance with its terms.

The number of shares initially available for issuance will be increased on January 1 of each calendar year beginning in 2024 and ending in and including 2033, by an amount equal to the lesser of (i) 4 % of the shares of the Company’s common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as determined by the Company’s board of directors.

No more than 100,000,000 shares of the Company’s common stock may be issued upon the exercise of incentive stock options under the 2023 Plan.

Shares issued under the 2023 Plan may be authorized but unissued shares, shares purchased on the open market, or treasury shares.

2025 Employment Inducement Incentive Award Plan

On February 10, 2025, the Company’s board of directors adopted and approved the 2025 Employment Inducement Incentive Award Plan (the 2025 Inducement Plan), which became effective on February 10, 2025.

In accordance with Rule 5635(c)(4) of the Nasdaq Stock Market listing rules, equity awards under the 2025 Inducement Plan may only be made to an employee if he or she is granted such awards in connection with the commencement of his or her employment with the Company and such grant is a material inducement to his or her entering into employment with the Company.

The Company initially reserved 1,000,000 shares of common stock for issuance pursuant to non-qualified stock options and restricted stock units under the 2025 Inducement Plan.

2020 Equity Incentive Plan

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Subsequent to the closing of the IPO, no additional awards will be granted under the 2020 Plan.

However, the 2020 Plan will continue to govern the terms and conditions of the outstanding awards granted

Mineralys Therapeutics, Inc.

Notes to Financial Statements

However, the 2020 Plan will continue to govern the terms and conditions of the outstanding awards granted under it.

Shares of the Company’s common stock subject to awards granted under the 2020 Plan that expire, lapse, or are terminated, exchanged for cash, surrendered, repurchased, or forfeited following the effective date of the 2020 Plan will be available for issuance under the 2023 Plan in accordance with its terms.

The board of directors or a designated committee of the board of directors is responsible for the administration of the 2023 Plan, and previously the 2020 Plan, and determines the term, exercise price, and vesting terms of each award.

The board of directors or a designated committee of the board of directors is responsible for the administration of the 2023 Plan, the 2025 Inducement Plan, and previously the 2020 Plan, and determines the term, exercise price, and vesting terms of each award.

Under the terms of existing awards, all stock option grants expire ten years from the grant date.

New option grants could not have an exercise price less than 100% of the fair market value of the Company’s common stock on the grant date and generally vested over a period of four years .

New option grants could not have an exercise price less than 100% of the fair market value of the Company’s common stock on the grant date and generally vest over a period of four years .

The Company issues new shares of common stock upon exercise of stock options or issuance of RSAs.

Mineralys Therapeutics, Inc.

Notes to Financial Statements

As of December 31, 2025, the Company had the following balances by plan:

3 unchanged sentences

2020 Plan 310,783 125,793 —

2025 Inducement Plan

146,000 — 854,000

Total 6,577,499 125,793 2,041,422

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The weighted-average grant date fair value per share for options granted during the years ended December 31, 2025 and 2024 was $ 11.38 and $ 9.55 , respectively.

The following table presents the weighted-

Mineralys Therapeutics, Inc.

Notes to Financial Statements

average assumptions used in the Black-Scholes option pricing model to determine the fair value of stock options granted during the following periods:

The following table presents the weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of stock options granted during the following periods:

Exercise price $ 15.18 $ 12.83

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However, ownership of unvested RSAs cannot be transferred until vested.

Upon a participant’s termination of continuous service for any reason, any shares subject to RSAs held by the participant that have not vested as of such termination date may be forfeited to or repurchased by the Company.

Mineralys Therapeutics, Inc.

Notes to Financial Statements

a participant’s termination of continuous service for any reason, any shares subject to RSAs held by the participant that have not vested as of such termination date may be forfeited to or repurchased by the Company.

The following is a summary of the Company’s RSA activity under its 2023 Plan and 2020 Plan:

6 unchanged sentences

2023 Employee Stock Purchase Plan

In February 2023, the Company’s board of directors and stockholders approved the 2023 Employee Stock Purchase Plan (ESPP), which became effective upon the closing of the Company’s IPO.

In February 2023, the Company’s board of directors and stockholders approved the 2023 Employee Stock Purchase Plan (the ESPP), which became effective in February 2023.

The ESPP permits eligible employees who elect to participate in an offering under the ESPP to have up to a specified percentage of their eligible compensation withheld, subject to certain limitations, to purchase shares of common stock pursuant to the ESPP.

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In addition, the number of shares available for issuance under the ESPP will be annually increased on January 1 of each calendar year beginning in 2024 and ending in and including 2033, by an amount equal to the lesser of (i) 1 % of the shares outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by the Company’s board of directors, provided that no more than 15,000,000 shares of the Company’s common stock may be issued under the ESPP.

Mineralys Therapeutics, Inc.

Notes to Financial Statements

Total stock-based compensation expense reported in the statements of operations was allocated as follows (in thousands):

2 unchanged sentences

$ 19,324 $ 11,336

Mineralys Therapeutics, Inc.

Notes to Financial Statements

There was no current or deferred income tax expense or benefit for the years ended December 31, 2025 and 2024, due to the Company’s net loss and increases in its deferred tax asset valuation allowance.

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Research and development tax credit carryforwards associated with other states begin expiring in 2039.

The Internal Revenue Code (IRC) Sections 382 and 383 limit annual use of NOL and research and development credit carryforwards in the event a cumulative change in ownership of more than 50% occurs

Mineralys Therapeutics, Inc.

Notes to Financial Statements

within a three-year period.

The Company completed an ownership change analysis pursuant to IRC Section 382 through December 31, 2024 and determined that the Company experienced ownership changes on February 16, 2021 and June 1, 2022.

The Internal Revenue Code (IRC) Sections 382 and 383 limit annual use of NOL and research and development credit carryforwards in the event a cumulative change in ownership of more than 50% occurs within a three-year period.

The Company completed an ownership change analysis pursuant to IRC Section 382 through December 31, 2025 and determined that the Company experienced ownership changes on February 16, 2021, June 1, 2022, and September 4, 2025.

Since all of the Company’s federal NOLs have an indefinite carryover period, none of the federal NOLs generated prior to the ownership changes will expire prior to utilization, but will be subject to the annual limitations on future utilization.

3 unchanged sentences

The Company’s use of federal and state NOLs and research and development credits could be further limited by ownership changes that occur subsequent to December 31,

Mineralys Therapeutics, Inc.

Notes to Financial Statements

If eliminated, the related asset would be removed from the deferred tax asset with a corresponding reduction in the valuation allowance.

2 unchanged sentences

A reconciliation of the U.S.

federal statutory income tax rate to the Company’s effective income tax rate is as follows for the years ended:

federal statutory income tax rate to the Company’s effective income tax rate is as follows (after the adoption of ASU 2023-09;

amounts in thousands):

December 31, 2025

Statutory federal tax rate $ ( 32,497 ) 21.00 %

State and local income tax, net of federal income tax effect (1)

Research and development tax credits ( 7,279 ) 5.32

Change in valuation allowance 37,466 ( 26.70 )

Nontaxable or nondeductible items

Permanent differences 15 ( 0.01 )

Stock-based compensation ( 4,651 ) 3.01

Executive compensation 4,835 ( 3.12 )

Other 557 ( 0.45 )

Changes in unrecognized tax benefits 1,893 ( 1.22 )

Total provision for income taxes $ — — %

(1) State tax expense in California comprises the majority (greater than 50 percent) of the tax effect in this category.

A reconciliation of the U.S.

federal statutory income tax rate to the Company’s effective income tax rate is as follows (prior to the adoption of ASU 2023-09):

Statutory federal income tax rate 21.00 %

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As of December 31, 2025, all years remained subject to examination by tax authorities.

There were no federal or state income tax payments or refunds paid or received for the tax year ended December 31, 2025.

Uncertain tax positions are evaluated based on the facts and circumstances that exist at each reporting period.

1 unchanged sentence

Adjustment may result, for example, upon resolution of an issue with the taxing authorities or expiration of a statute of limitations barring an assessment for an issue.

The Company recognizes a tax benefit from an uncertain tax position when it is more-likely-than-not that it will be sustained upon examination by tax authorities.

Mineralys Therapeutics, Inc.

Notes to Financial Statements

recognizes a tax benefit from an uncertain tax position when it is more-likely-than-not that it will be sustained upon examination by tax authorities.

As of December 31, 2025 and 2024, the Company had $ 6.5 million and $ 4.5 million, respectively, in unrecognized tax benefits, which would not affect the effective tax rate if recognized due to the valuation allowance against deferred tax assets.

The Company does not anticipate any significant changes in its unrecognized tax benefits over the next 12 months.

The Company’s policy is to recognize interest expense and penalties related to income tax matters in income tax expense.

As of December 31, 2025 and 2024, the Company had no accrued interest or penalties related to uncertain tax positions.

Mineralys Therapeutics, Inc.

Notes to Financial Statements

The following table summarizes the changes to the Company’s unrecognized tax benefits for the years ended December 31, 2025 and 2024 (in thousands):

1 unchanged sentence

Additions related to current year positions 2,540 2,921

Additions related to prior year positions 508 34

Additions (reductions) related to prior year positions ( 557 ) 508

Ending balance $ 6,488 $ 4,505

1 unchanged sentence

The CARES Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the U.S.

economy and fund a nationwide effort to curtail the effect of COVID-19.

economy and fund a nationwide effort to curtail the effects of COVID-19.

The CARES Act provides sweeping tax changes in response to the COVID-19 pandemic.

1 unchanged sentence

Additionally, the CARES Act amends certain provisions of the previously enacted Tax Cuts and Jobs Act of 2017.

Subsequent Events

On February 10, 2025, the board of directors adopted and approved the Company’s 2025 Employment Inducement Incentive Award Plan (the 2025 Inducement Plan), which became effective on February 10, 2025.

The Company has reserved 1,000,000 shares of common stock for issuance pursuant to non-qualified stock options and restricted stock units under the 2025 Inducement Plan.

As of February 12, 2025, no shares had been issued under the 2025 Inducement Plan.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law, which enacted significant changes to U.S.

tax and related laws, including the immediate expensing of domestic research and development costs, while foreign expenditures will continue to be capitalized and amortized over 15 years.

The impact of the tax law changes from the OBBBA is included in the Company’s income tax provision beginning in the year ended December 31, 2025.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data