Item 5. Other Information
Item 5.
OTHER INFORMATION
Trading Plans
During the three months ended June 30, 2026 , our directors (as defined in Rule 16a - 1 (f) under the Exchange Act) who adopted or terminated contracts, instructions, written plans or arrangements for the purchase or sale of our securities are set forth in the table below:
Trading Arrangement
Total Shares of Common
Name and Title
Action
Date
Rule 10b5 - 1*
Non-Rule 10b5 - 1**
Stock to be Sold
Expiration Date
Allison Dorval , Board Member
Adopt
June 16, 2026
X
Up to 10,193 shares
July 9, 2027
Alessandra Cesano , Board Member
Adopt
June 15, 2026
X
Up to 62,150 shares
December 31, 2026
Troy Wilson , Board Member
Adopt
June 15, 2026
X
Up to 18,500 shares
June 17, 2027
Adrian Senderowicz , Board Member
Adopt
June 16, 2026
X
Up to 27,000 shares
June 25, 2027
48
Table of Contents
Item 6.
EXHIBITS
(a)
Exhibits required by Item 601 of Regulation S-K.
Exhibit
Number
Description
3.1
Second Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on June 14, 2016 (filed as Exhibit 3.1 to the Company ’ s Current Report on Form 8-K filed with the SEC on June 15, 2016, and incorporated herein by reference)
3.2
Fifth Amended and Restated Bylaws of the Company (filed as Exhibit 3.1 to the Company ’ s Current Report on Form 8-K filed with the SEC on June 24, 2025, and incorporated herein by reference)
10.1
Ninth Amendment to Note Purchase Agreement and Fifth Amendment to Disclosure Letter, dated April 16, 2026 by and between the Company and Athyrium Opportunities IV Co-Invest 1 LP, as Administrative Agent (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2026, and incorporated herein by reference)
31.1+
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026
31.2+
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026
32.1++
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2++
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS+
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH+
Inline XBRL Taxonomy Extension Schema Document
101.CAL+
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF+
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB+
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE+
Inline XBRL Taxonomy Extension Linkbase Document
104+
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+
Filed herewith
++
Furnished herewith
49
Table of Contents
SIGNATURES
Pursuant to the requirements 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.
PUMA BIOTECHNOLOGY, INC.
Date: August 6, 2026
By:
/s/ Alan H. Auerbach
Alan H. Auerbach
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 6, 2026
By:
/s/ Maximo F. Nougues
Maximo Nougues
Chief Financial Officer
(Principal Financial and Accounting Officer)
50
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.