Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the rules and regulations thereunder, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by Rule 13a-15(b) under the Exchange Act, our management, under the supervision and with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2025, our disclosure controls and procedures were effective at the reasonable assurance level.
Management's Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the
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preparation of financial statements for external purposes in accordance with generally accepted accounting principles and 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 our assets;
(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 our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Control Over Financial Reporting
We continuously seek to improve the efficiency and effectiveness of our internal controls. This results in refinements to processes throughout our company. 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.
Item 9B. Other Information.
Rule 10b5-1 Trading Arrangements
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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Information required by this item will be set forth in our Proxy Statement for our 2026 Annual Meeting of Stockholders and is incorporated herein by reference. Information required by this item regarding compliance with Section 16(a) of the Exchange Act will be set forth in our Proxy Statement and is incorporated herein by reference.
Our written code of business conduct and ethics (the “Code of Conduct”) applies to all of our employees, officers and directors, including our principal executive officer, principal financial officer and principal accounting officer or controller. The Code of Conduct is available on our corporate website at https://pliantrx.com. If we make any substantive amendments to our Code of Conduct or grant any of our directors or executive officers any waiver, including any implicit waiver, from a provision of our Code of Conduct, we will disclose the nature of the amendment or waiver on our website or in a Current Report on Form 8-K.
We have an insider trading policy governing the purchase, sale and other dispositions of our securities that applies to all personnel of Pliant and its subsidiaries, including directors, officers, employees and other covered persons. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards. A copy of our insider trading policy is filed as Exhibit 19.1 to this report.
Item 11. Executive Compensation.
Information required by this item will be set forth in our Proxy Statement and is incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Information required by this item will be set forth in our Proxy Statement and is incorporated by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information required by this item will be set forth in our Proxy Statement and is incorporated by reference.
Item 14. Principal Accounting Fees and Services.
Information required by this item will be set forth in our Proxy Statement and is incorporated by reference.
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PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) The following documents are filed as part of this Annual Report:
1. Financial Statements. See Index to Financial Statements in Part II Item 8 of this Annual Report on Form 10-K.
2. Financial Statement Schedules . None. All financial statement schedules are omitted because they are not applicable, not required under the instructions, or the requested information is included in the financial statements or notes thereto.
3. Exhibits . The following is a list of exhibits filed with this Annual Report or incorporated herein by reference:
Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit Filing
Date File
Herewith
3.1
Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.
10-Q 001-39303 3.1 August 11, 2020
3.2
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
3.3
Third Amended and Restated Bylaws of the Registrant, as currently in effect.
8-K 001-39303 3.1 September 27, 2024
3.4
Certificate of Designation of Series A Junior Participating Preferred Stock
8-K 001-39303 3.1 March 13, 2025
4.1
Specimen Common Stock Certificate of the Registrant .
S-1/A 333-238146 4.1 May 26, 2020
4.2
Description of the Registrant’s Securities
X
4.3
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
4.4
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
10.1 #
2020 Stock Option and Incentive Plan and forms of award agreement .
S-1/A 333-238146 10.2 May 26, 2020
10.2 #
2015 Equity Incentive Plan and forms of award agreements thereunder.
S-1 333-238146 10.1 May 11, 2020
10.3 #
2020 Employee Stock Purchase Plan.
S-1/A 333-238146 10.3 May 26, 2020
10.4 #
Senior Executive Cash Incentive Bonus Plan.
S-1 333-238146 10.4 May 11, 2020
10.5 #
Executive Severance Plan.
S-1 333-238146 10.7 May 11, 2020
10.6 #
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
10.7 #
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
10.8 #
Offer Letter, by and between the Registrant and Lily Cheung, dated December 21, 2022.
10-K 001-39303 10.21 March 9, 2023
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Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit Filing
Date File
Herewith
10.9 #
Offer Letter, by and between the Registrant and Minnie Kuo, dated August 23, 2023
X
10.10 #
Separation Agreement and General Release of Claims, by and between the Registrant and Eric Lefebvre, effective January 9, 2026.
X
10.11 #
Consulting Agreement, by and between the Registrant and Eric Lefebvre, dated December 16, 2025
X
10.12 #
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
10.13 #
2022 Inducement Plan dated September 14, 2022.
10-K 001-39303 10.14 March 3, 2025
10.14 #
Lease Agreement by and between the Registrant and HCP BTC, LLC, dated September 28, 2023.
8-K 001-39303 10.1 October 23, 2023
10.15 #
Amended and Restated Non-Employee Director Compensation Policy
10-Q 001-39303 10.1 May 8, 2025
10.16 #
Form of Retention Agreement
10-Q 001-39303 10.1 August 7, 2025
19.1
Insider Trading Policy
X
23.1
Consent of Independent Registered Public Accounting Firm
X
31.1
Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1 **
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
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Clawback Policy
10-K 001-39303 97 February 27, 2024
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
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Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit Filing
Date File
Herewith
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
_____________________________________________
** The certifications furnished in Exhibit 32.1 hereto are deemed to be furnished with this Annual Report on Form 10-K and will not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates them by reference
# Represents management compensation plan, contract or arrangement.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized .
Date: March 11, 2026
PLIANT THERAPEUTICS, INC.
By:
/s/ Bernard Coulie
Bernard Coulie, M.D., Ph.D.
President and Chief Executive Officer
By:
/s/ Keith Cummings
Keith Cummings, M.D., M.B.A.
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, Bernard Coulie and Keith Cummings and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her, and in his or her name in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and either of them, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
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Name Title Date
/s/ Bernard Coulie President, Chief Executive Officer and Director March 11, 2026
Bernard Coulie, M.D., Ph.D. Principal Executive Officer
/s/ Keith Cummings Chief Financial Officer March 11, 2026
Keith Cummings, M.D., M.B.A. Principal Financial Officer
/s/ Hoyoung Huh Chairman of the Board, Director March 11, 2026
Hoyoung Huh, M.D., Ph.D.
/s/ Suzanne Bruhn Director March 11, 2026
Suzanne Bruhn, Ph.D.
/s/ Darren Cline Director March 11, 2026
Darren Cline, M.B.A.
/s/ David Pyott Director March 11, 2026
David Pyott, M.A, M.B.A.
/s/ Gayle Crowell Director March 11, 2026
Gayle Crowell
/s/ John Curnutte Director March 11, 2026
John Curnutte, M.D., Ph.D
/s/ Katharine Knobil Director March 11, 2026
Katharine Knobil, M.D.
/s/ Thomas McCourt Director March 11, 2026
Thomas McCourt
/s/Steve Krognes Director March 11, 2026
Steve Krognes, M.B.A.
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