Item 5. Other Information
Item 5. Other Information
Trading Arrangements
During the fiscal quarter ended June 30, 2026, certain of our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “ non-Rule 10b5-1 trading arrangement ,” as those terms are defined in Regulation S-K, Item 408, as set forth below. Each 10b5-1 plan listed below is part of such individual’s long-term asset diversification, tax and/or financial planning strategy, and has been entered into in accordance with the terms of our Insider Trading Policy. Under the terms of the plans, once the plans are in effect, the individuals listed below have no discretion or control over the timing or effectuation of any transactions in our securities pursuant to the plans, and sales will be made only if the stock meets the minimum price thresholds and/or other requirements specified in the applicable plan. Some of the planned sales relate to shares required to be sold by such individual to cover the tax withholding obligation in connection with the settlement of vested restricted stock units and/or performance restricted stock units. Each such director and/or officer continues to be subject to our stock ownership guidelines, and the execution of all potential sales under the plan would not by themselves cause any such individual to be out of compliance with the requirements of our stock ownership guidelines.
Trading Arrangements Adopted:
Name & Title Date Adopted Character of Trading Arrangement (1) Aggregate Number of Shares of Common Stock to be Sold Pursuant to Trading Arrangement Expiration Date (2)
Eric Dube, Ph.D.
President and Chief Executive Officer
June 16, 2026 Rule 10b5-1 Trading Arrangement Up to 1,071,749 shares
June 16, 2027
Christopher Cline
Chief Financial Officer
June 16, 2026 Rule 10b5-1 Trading Arrangement Up to 65,135 shares (3)
June 16, 2027
Peter Heerma
EVP, Chief Commercial Officer
June 16, 2026 Rule 10b5-1 Trading Arrangement Up to 367,070 shares
June 16, 2027
Jula Inrig, M.D.
EVP, Head of R&D and Chief Medical Officer
June 16, 2026 Rule 10b5-1 Trading Arrangement Up to 72,644 shares
June 16, 2027
William E. Rote, Ph.D.
Chief Research Officer
June 16, 2026 Rule 10b5-1 Trading Arrangement Up to 238,410 shares (4)
March 15, 2027
Elizabeth E. Reed
Chief Legal Officer, General Counsel and Corporate Secretary
June 16, 2026 Rule 10b5-1 Trading Arrangement Up to 200,121 shares (4)
June 16, 2027
Sandra Calvin
SVP and Chief Accounting Officer
June 16, 2026 Rule 10b5-1 Trading Arrangement Up to 22,740 shares
June 16, 2027
Gary Lyons
chair of our Board of Directors
May 18, 2026 Rule 10b5-1 Trading Arrangement Up to 10,000 shares (5)
May 17, 2027
Jeffrey Meckler
member of our Board of Directors
June 11, 2026 Rule 10b5-1 Trading Arrangement Up to 20,000 shares (6)
May 22, 2027
1 Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act (the “Rule”).
2 Each trading arrangement permits transactions through and including the earlier to occur of (a) the completion of all sales and (b) the date listed in the table. Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule.
3 Includes shares underlying stock options expiring in May 2027.
4 Includes shares underlying stock options expiring in May 2028.
5 Consists of shares underlying stock options expiring in May 2027.
6 Consists of shares underlying stock options expiring in May 2027 and May 2028.
Trading Arrangements Terminated:
None.
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Item 6. Exhibits
(a) Exhibits
3.1 Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to Amendment No. 2 to the Company’s General Form for Registration of Securities on Form 10-12G, filed with the SEC on October 28, 2010).
3.2 Certificate of Amendment of Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2015).
3.3 Certificate of Amendment of Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K, filed with the SEC on November 16, 2020).
3.4 Certificate of Amendment of Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 18, 2021).
3.5 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 16, 2020).
3.6 Certificate of Amendment of Bylaws of the Company, effective June 9, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 10, 2021).
4.1 Base Indenture, dated Ma y 1 1 , 20 26 , between the Company and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 1 1 , 20 26 ).
4.2 Supplemental Indenture, dated May 11 , 20 26 , between the Company and U.S. Bank Trust Company, National Association, as Trustee (including the form of 0 .50% Convertible Senior Note due 20 32 ) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on May 11 , 20 26 ).
10.1† The Company’s 2018 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 21, 2026).
10.2↡* Exclusive License and Collaboration Agreement dated June 1, 2026, by and between Everest Medicines (Singapore) Pte. Ltd. and the Company, and, solely for the purpose of Section 16.15, Everest Medicines Limited.
31.1 Chief Executive Officer's Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Chief Financial Officer's Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Chief Executive Officer’s Certification pursuant to Section 906 of the Sarbanes Oxley Act of 2002
32.2 Chief Financial Officer’s Certification pursuant to Section 906 of the Sarbanes Oxley Act of 2002
101.INS Inline XBRL Instance 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 Taxonomy Extension Presentation Linkbase Document
104 The cover page to this Quarterly Report on Form 10-Q has been formatted in Inline XBRL
† Indicates management contract or compensatory plan.
↡ Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.
* Certain confidential information contained in this Exhibit, marked in brackets, has been omitted, because it is both not material and of the type of information that the registrant treats as private or confidential.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 4, 2026 TRAVERE THERAPEUTICS, INC.
By: /s/ Eric Dube
Name: Eric Dube
Title: Chief Executive Officer
By: /s/ Christopher Cline
Name: Christopher Cline
Title: Chief Financial Officer
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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.