What changed in this filing

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Item 9A. Controls and Procedures

2026-03-12 compared with 2025-02-12 · 51 added, 45 removed, 119 unchanged (45% of the section changed)

19 unchanged sentences

Other Information

2025 Employment Inducement Incentive Award Plan

On February 10, 2025, the Compensation Committee (the Committee) of the Company approved the Mineralys Therapeutics, Inc.

2025 Employment Inducement Incentive Award Plan (the 2025 Inducement Plan).

The terms of the 2025 Inducement Plan are substantially similar to the terms of the Company’s 2023 Incentive Award Plan with the exception that incentive stock options may not be issued under the 2025 Inducement Plan and awards under the 2025 Inducement Plan may only be issued to eligible recipients under the applicable Nasdaq Listing Rules.

The 2025 Inducement Plan was adopted by the Committee without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.

There are initially 1,000,000 shares of the Company’s common stock reserved for issuance pursuant to awards granted under the 2025 Inducement Plan.

In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, awards under the 2025 Inducement Plan may only be made to an employee who is commencing employment with the Company or any of its affiliates or who is being rehired following a bona fide interruption of employment by the Company or any of its affiliates, in any case if he or she is granted such award in connection with his or her commencement of employment with the Company or any of its affiliates and such grant is an inducement material to his or her entering into employment with the Company or any of its affiliates, as applicable.

The foregoing description of the 2025 Inducement Plan is a summary only and does not describe all terms and conditions applicable to the 2025 Inducement Plan.

The description is subject to and qualified in its entirety by the terms of the 2025 Inducement Plan and the forms of stock option and restricted stock unit agreements, copies of which are filed hereto within exhibit 10.12.

Rule 10b5-1 Trading Plans

During the three months ended December 31, 2024, one of our officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in the SEC’s rules).

During the three months ended December 31, 2025, four of our directors and officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in the SEC’s rules).

The material terms of these Rule 10b5-1 trading arrangements are described below:

Name and Title Action Taken Type of Trading Arrangement Nature of Trading Arrangement Duration of Trading Arrangement Number of Securities

Name and Title

Type of Trading Arrangement

Nature of Trading Arrangement

Duration of Trading Arrangement

Number of Securities

David Rodman, M.D.

, Chief Medical Officer

Adoption 10/25/2024

Trading plan intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) Sale of the Company’s common stock pursuant to the terms of the plan 4/1/2025 - 12/31/2025

(1) The executive’s Rule 10b5-1 trading arrangement provides for the sale of up to (i) 132,730 shares of common stock that are currently outstanding and (ii) 31,118 shares of common stock subject to a stock option award granted to Dr.

Adoption October 6, 2025

Trading plan intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) Sale of the Company’s common stock pursuant to the terms of the plan January 2, 2026 to December 21, 2026

Alexander Gold, M.D.

Adoption October 14, 2025

Trading plan intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) Sale of the Company’s common stock pursuant to the terms of the plan January 8, 2026 to December 31, 2026

Jon Congleton , Chief Executive Officer and Director

Adoption December 30, 2025

Trading plan intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) Sale of the Company’s common stock pursuant to the terms of the plan March 31, 2026 to March 31, 2027

Daphne Karydas , Director

Adoption December 30, 2025

Trading plan intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) Sale of the Company’s common stock pursuant to the terms of the plan March 13, 2026 to March 12, 2027

Rodman’s Rule 10b5-1 trading arrangement provides for the sale of up to (i) 65,838 shares of common stock that are currently outstanding and (ii) 420,707 shares of common stock subject to a stock option award granted to Dr.

Rodman that vests ratably over time.

Disclosure Regarding Foreign Jurisdiction that Prevent Inspections

Gold’s Rule 10b5-1 trading arrangement provides for the sale of up to 18,333 shares of common stock subject to a stock option award granted to Dr.

Gold that vests ratably over time.

Congleton’s Rule 10b5-1 trading arrangement provides for the sale of up to 300,000 shares of common stock that are currently outstanding.

Karydas’ Rule 10b5-1 trading arrangement provides for the sale of up to 36,000 shares of common stock subject to a stock option award granted to Ms.

Karydas that vests ratably over time.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

9 unchanged sentences

Executive Compensation

The information required by this item is incorporated by reference from our 2025 Proxy Statement under the caption “ Executive Compensation and Director Compensation .”

The information required by this item is incorporated by reference from our 2026 Proxy Statement under the caption “ Executive and Director Compensation .”

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

The information required by this item is incorporated by reference from our 2025 Proxy Statement under the caption “ Security Ownership of Certain Beneficial Owners and Management .”

The information required by this item is incorporated by reference from our 2026 Proxy Statement under the captions “ Security Ownership of Certain Beneficial Owners and Management ” and “ Equity Compensation Plan Information.

Certain Relationships and Related Transactions, and Director Independence

9 unchanged sentences

Financial Statements and Supplementary Data.

Finance Statement Schedules

Financial Statement Schedules

All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

A list of exhibits is set forth on the Exhibit Index immediately preceding the signature page of this Annual Report and is incorporated herein by reference.

Form 10-K Summary

EXHIBIT INDEX

Number Incorporated by Reference Filed Herewith

A list of exhibits is set forth on the Exhibit Index below.

Incorporated by Reference Filed Herewith

Exhibit Description Form Date Number

7 unchanged sentences

S-1/A 2/2/23 4.2

F orm of Pre -Funded Warrant

4.3 Form of Pre-Funded Warrant

8-K 2/8/24 4.1

4.4 Description of Registered Securities

10-K 3/21/24 4.4

10.1# Mineralys Therapeutics, Inc.

2 unchanged sentences

10.2# Mineralys Therapeutics, Inc.

2023 Incentive Award Plan and form of stock option agreement and form of restricted stock unit agreement thereunder

S-1/A 2/2/23 10.2

2023 Incentive Award Plan and form of stock option agreement, form of restricted stock unit agreement, form of restricted stock award, and form of early exercise stock option agreement thereunder

Mineralys Therapeutics, Inc.

2025 Employment Inducement Incentive Award Plan and form of stock option agreement and form of restricted stock unit agreement thereunder

Mineralys Therapeutics, Inc.

2023 Employee Stock Purchase Plan

1 unchanged sentence

Non-Employee Director Compensation Policy

S-1/A 2/2/23 10.4

Amended and Restated Employment Letter Agreement, dated February 1, 2023, by and between Jon Congleton and the Registrant

5 unchanged sentences

S-1/A 2/2/23 10.7

Employment Offer Letter Agreement, dated April 3, 2025, by and between Eric Warren and the Registrant

10.10# Form of Indemnification Agreement for Directors and Officers

S-1 1/18/23 10.8

10.9† License Agreement, dated July 9, 2020, between the Registrant and Mitsubishi Tanabe Pharmaceutical Corporation

10.11† License Agreement, dated July 9, 2020, between the Registrant and Tanabe Pharma Corporation

S-1 1/18/23 10.9

10.12 Securities Purchase Agreement, dated February 7, 2024, by and between the Registrant and each of the purchasers party thereto

ATM Equity Offering Sales Agreement, dated March 21, 2024, by and among the Registrant, BofA Securities, Inc.

and Evercore Group L.L.C.

S-3 3/21/24 1.2

8-K 2/8/24 10.1

19.1 Mineralys Therapeutics, Inc.

2025 Employment Inducement Incentive Award Plan and form of stock option agreement and form of restricted stock unit agreement thereunder

M ineralys Therapeutics, In c.

Insider Trading Compliance Policy and Procedures

8 unchanged sentences

Policy for Recovery of Erroneously Awarded Compensation

10-K 3/21/24 97.1

101.INS XBRL Instance Document x

8 unchanged sentences

† Portions of this exhibit (indicated by asterisks) have been omitted pursuant to Item 601 of Regulation S-K because it is both not material and is the type that the registrant treats as private or confidential.

* This certification is deemed not filed for purpose of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

* This certification is deemed not filed for the purpose of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MINERALYS THERAPEUTICS, INC.

February 12, 2025 By:

March 12, 2026 By:

/s/ Jon Congleton

1 unchanged sentence

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities held on the dates indicated.

Signature Title Date

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Jon Congleton Chief Executive Officer

(Principal Executive Officer)

February 12, 2025

March 12, 2026

Jon Congleton

1 unchanged sentence

(Principal Financial and Accounting Officer)

February 12, 2025

March 12, 2026

/s/ Glenn Sblendorio

February 12, 2025

March 12, 2026

Glenn Sblendorio

/s/ Srinivas Akkaraju

February 12, 2025

March 12, 2026

Srinivas Akkaraju, M.D., Ph.D.

/s/ Derek DiRocco

February 12, 2025

March 12, 2026

Derek DiRocco, Ph.D.

/s/ Alexander M.

February 12, 2025

March 12, 2026

/s/ Daphne Karydas

February 12, 2025

March 12, 2026

Daphne Karydas

/s/ Brian Taylor Slingsby

February 12, 2025

March 12, 2026

Brian Taylor Slingsby, M.D., Ph.D., M.P.H.

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