What changed in this filing

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Item 9A. Controls and Procedures

2026-03-11 compared with 2025-03-03 · 30 added, 58 removed, 131 unchanged (40% of the section changed)

14 unchanged sentences

Our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

Our independent registered public accounting firm, Deloitte & Touche LLP, issued an attestation report on our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting

5 unchanged sentences

There were no changes in our internal controls over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Pliant Therapeutics, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Pliant Therapeutics, Inc.

(the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the financial statements as of and for the year ended December 31, 2024, of the Company and our report dated March 3, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial

reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

San Francisco, California

March 3, 2025

Other Information.

Rule 10b5-1 Trading Arrangements

Other than those listed below, none of the Company’s directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended December 31, 2024, as such terms are defined under Item 408(a) of Regulation S-K.

On November 27, 2024 , Eric Lefebvre , our Chief Medical Officer , entered into a trading plan, or the Lefebvre 10b5-1 Sales Plan, intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

Under the Lefebvre 10b5-1 Sales Plan, which goes into effect on March 10, 2025, an aggregate of 111,781 shares of the Company’s common stock may be sold (such aggregate amount, which may be reduced by any shares sold prior pursuant to a prior trading plan adopted by Dr.

Lefebvre on December 7, 2023 and prior to initiation of sales pursuant to the Lefebvre 10b5-1 Sales Plan, the “Lefebvre Authorized Shares”).

The Lefebvre 10b5-1 Sales Plan, which was entered into during an open trading window under the Company’s insider trading policy, will be in effect until the earlier of (1) March 7, 2026 , or (2) the date on which all Lefebvre Authorized Shares have been sold under the Lefebvre 10b5-1 Sales Plan.

None of the Company’s directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended December 31, 2025, as such terms are defined under Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

29 unchanged sentences

10-Q 001-39303 3.1 August 11, 2020

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.

8-K 001-39303 3.1 June 9, 2025

Third Amended and Restated Bylaws of the Registrant, as currently in effect.

8-K 001-39303 3.1 September 27, 2024

Certificate of Designation of Series A Junior Participating Preferred Stock

8-K 001-39303 3.1 March 13, 2025

Specimen Common Stock Certificate of the Registrant .

1 unchanged sentence

Description of the Registrant’s Securities

Stockholder Rights Agreement, dated as of March 12, 2025, by and between the Company and Computershare Trust Company, N.A., as rights agent (which includes the Form of Rights Certificate as Exhibit B thereto)

8-A 001-39303 4.1 March 13, 2025

Amendment to Stockholder Rights Agreement, dated as of March 3, 2026, by and between the Company and Computershare Trust Company, N.A., as rights agent

8-K 001-39303 4.2 March 3, 2026

7 unchanged sentences

S-1 333-238146 10.4 May 11, 2020

Non-Employee Director Compensation Policy.

S-1/A 333-238146 10.6 May 26, 2020

Executive Severance Plan.

S-1 333-238146 10.7 May 11, 2020

Offer Letter, by and between the Registrant and Mike Ouimette, dated August 17, 2020.

10-Q 001-39303 10.1 November 10.

Offer Letter, by and between the Registrant and Éric Lefebvre, M.D., dated February 28, 2018.

S-1 333-238146 10.11 May 11, 2020

Offer Letter, by and between the Registrant and Keith Cummings, M.D., MBA, dated November 29, 2018.

S-1 333-238146 10.10 May 11, 2020

Offer Letter, by and between the Registrant and Hans Hull, J.D., dated February 10, 2016.

S-1 333-238146 10.9 May 11, 2020

Offer Letter, by and between the Registrant and Bernard Coulie, M.D., Ph.D., dated October 12, 2015.

S-1 333-238146 10.8 May 11, 2020

Form of Indemnification Agreement, by and between the Registrant and each of its directors and certain officers.

S-1 333-238146 10.13 May 11, 2020

2022 Inducement Plan dated September 14, 2022.

Amended and Restated Loan and Security Agreement, by and among the Registrant, the lenders from time to time party thereto and Oxford Finance LLC, dated March 11, 2024.

10-Q 001-39303 10.3 May 6, 2024

Amended and Restated Non-Employee Director Compensation Policy

10-K 001-39303 10.17 February 27, 2024

Offer Letter, by and between the Registrant and Lily Cheung, dated December 21, 2022.

10-K 001-39303 10.21 March 9, 2023

Incorporated by Reference

1 unchanged sentence

Exhibit Filing

Offer Letter, by and between the Registrant and Lily Cheung, dated December 21, 2022.

Offer Letter, by and between the Registrant and Minnie Kuo, dated August 23, 2023

Separation Agreement and General Release of Claims, by and between the Registrant and Eric Lefebvre, effective January 9, 2026.

Consulting Agreement, by and between the Registrant and Eric Lefebvre, dated December 16, 2025

Form of Indemnification Agreement, by and between the Registrant and each of its directors and certain officers.

S-1 333-238146 10.13 May 11, 2020

2022 Inducement Plan dated September 14, 2022.

10-K 001-39303 10.14 March 3, 2025

2 unchanged sentences

Amended and Restated Non-Employee Director Compensation Policy

Insider Trading

10-Q 001-39303 10.1 May 8, 2025

Form of Retention Agreement

10-Q 001-39303 10.1 August 7, 2025

Insider Trading Policy

Consent of Independent Registered Public Accounting Firm

5 unchanged sentences

10-K 001-39303 97 February 27, 2024

101.INS XBRL Instance Document X

101.SCH XBRL Taxonomy Extension Schema Document X

101.CAL XBRL Taxonomy Calculation Linkbase Document X

101.DEF XBRL Taxonomy Extension Definition Document X

101.LAB XBRL Taxonomy Label Linkbase Document X

101.PRE XBRL Taxonomy Presentation Linkbase Document X

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) X

101.SCH Inline XBRL Taxonomy Extension Schema Document X

101.CAL Inline XBRL Taxonomy Calculation Linkbase Document X

101.DEF Inline XBRL Taxonomy Extension Definition Document X

101.LAB Inline XBRL Taxonomy Label Linkbase Document X

Incorporated by Reference

Number Exhibit Description Form File No.

Exhibit Filing

101.PRE Inline XBRL Taxonomy Presentation Linkbase Document X

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X

_____________________________________________

40 unchanged sentences

Steve Krognes, M.B.A.

/s/ Smital Shah Director March 3, 2025

Smital Shah, M.B.A.

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