Viking Therapeutics, Inc. 10-Q

Item 5. Other Information Insider Adoption or Termination of Trading Arrangements During the fiscal quarter ended June 30, 2026, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended) adopted or terminated any 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) or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K. Termination of Prior ATM Agreement Effective July 29, 2026, we voluntarily terminated that certain At-The-Market Equity Offering Sales Agreement, dated July 28, 2021, as amended by that certain Amendment No. 1 to At-The-Market Equity Offering Sales Agreement, dated as of July 26, 2023, or the Prior ATM Agreement, that we entered into with Stifel, Nicolaus & Company, Incorporated, Truist Securities, Inc., H.C. Wainwright & Co., LLC and BTIG, LLC, or together the Prior ATM Agents. Pursuant to the Prior ATM Agreement, we could offer and sell, from time to time, through or to the Agents, shares of our common stock. The Prior ATM Agreement was terminable at will by us with no penalty. New ATM Agreement On July 29, 2026, we entered into an At-The-Market Equity Offering Sales Agreement, or the New ATM Agreement, with Stifel, Nicolaus & Company, Incorporated, Piper Sandler & Co., Cantor Fitzgerald & Co., Oppenheimer & Co. Inc. and Canaccord Genuity LLC, each, a New ATM Agent and together, the New ATM Agents, pursuant to which we may offer and sell, from time to time, through or to the New ATM Agents, as sales agent or principal, shares of our common stock ,or the New ATM Offering. Sales of common stock pursuant to the New ATM Agreement, if any, will be made at market prices by any method that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act. We may not sell any shares under the New ATM Offering unless and until we have filed a new registration statement and a prospectus relating to the New ATM Offering; however, we expect to file a new universal shelf registration statement following the expiration of the 2023 Shelf Registration Statement that will include a prospectus relating to the New ATM Offering. We have no obligation to sell any shares under the New ATM Agreement, and we may at any time suspend offers under the New ATM Agreement. The New ATM Offering will terminate upon the earlier of (a) the sale of all of the shares, or (b) the termination by written notice from us to the New ATM Agents. Each New ATM Agent has the right to terminate the New ATM Agreement with respect to itself by written notice to us. We also have the right to terminate the New ATM Agreement with respect to a New ATM Agent by written notice from us to such New ATM Agent. Under the terms of the New ATM Agreement, each New ATM Agent will be entitled to a commission at a fixed rate of 3.0% of the gross sales price of shares of our common stock sold through such New ATM Agent under the New ATM Agreement. We agreed to provide indemnification and contribution to the New ATM Agents with respect to certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended. The foregoing description of the New ATM Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the New ATM Agreement, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference. A registration statement for the shares of common stock that we may sell under the New ATM Agreement has not yet been filed or become effective. Any shares to be sold under the New ATM Agreement may not be sold, and offers to buy may not be accepted, prior to the time any such registration statement becomes effective. This Quarterly Report on Form 10-Q shall not constitute an offer to sell or the solicitation of an offer to buy any shares of our common stock, nor shall there be any offer, solicitation or sale of any shares of our common stock in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or 68 qualification under the securities laws of any such state or country. Resignation of Chief Operating Officer; Consulting Agreement On July 28, 2026, Marianne Mancini informed us that she will be retiring and therefore resigning from her role as our Chief Operating Officer, effective July 31, 2026. Ms. Mancini has served as our Chief Operating Officer since January 2021. We thank Ms. Mancini for her years of service and valuable contributions to our Company. In connection with Ms. Mancini’s retirement, on July 28, 2026, we entered into a consulting agreement with Ms. Mancini, to be effective July 31, 2026, or the Mancini Consulting Agreement, pursuant to which Ms. Mancini will provide us with services relating to the transition and transfer of Ms. Mancini’s duties as our former Chief Operating Officer and services related to clinical project management and clinical operations for all of our drug development programs through January 2, 2030. The Mancini Consulting Agreement provides that the sole compensation to which Ms. Mancini shall be entitled under the Mancini Consulting Agreement shall be the continued vesting and exercisability of her unvested stock options and the continued vesting of her unvested, non-performance-based restricted stock units as of the date of her retirement from our Company, subject to Ms. Mancini continuing to provide services to us under the Mancini Consulting Agreement through and including each applicable vesting date of such options and restricted stock units. The foregoing description of the Mancini Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Mancini Consulting Agreement, a copy of which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference. Termination of Prior Stock Repurchase Program; Authorization of New Stock Repurchase Program In February 2025, our board of directors authorized a stock repurchase program, or the Prior Repurchase Program, effective February 27, 2025, whereby we could purchase up to $250.0 million in shares of our common stock over a period of up to two years. The Prior Repurchase Program could be carried out at the discretion of a committee of our board of directors through open market purchases, one or more Rule 10b5-1 trading plans, block trades and in privately negotiated transactions. In July 2026, our board of directors terminated the Prior Repurchase Program, and authorized a new stock repurchase program, or the New Repurchase Program, each effective as of July 30, 2026. Under the New Repurchase Program, we may purchase up to $500.0 million in shares of our common stock over a period of up to three years. The New Repurchase Program may be carried out at the discretion of a committee of our board of directors through open market purchases, one or more Rule 10b5-1 trading plans, block trades and in privately negotiated transactions. Appointment of Dorothy Kelly-Gemmell to Board of Directors On July 27, 2026, our board of directors appointed Dorothy Kelly-Gemmell as a Class I director, to be effective as of August 1, 2026. Dorothy Kelly-Gemmell, age 58, is a seasoned commercial executive and board advisor with more than 30 years of leadership experience in healthcare, digital health, life sciences and commercialization. From February 2021 to July 2023 and since August 2025, she has served as President of DKG Solutions, Inc. She has also served as an advisor for business development for Mother Goose Health since April 2021. From November 2020 to January 2025, Ms. Kelly-Gemmell served on the advisory board of New York City Health Business Leaders. From February 2021 to January 2024, she served as an advisor for growth and partnerships at Navigator Healthcare Inc. From July 2023 to August 2025, she served as the Chief Commercial Officer and President of GoodRx. Prior to that, she served as an advisor to GoodRx from 2021 to 2023; Head of Commercial for Capsule, a digital pharmacy, from 2019 to 2020; and Chief Commercial Officer for AbleTo, a telebehavioral health company, from 2016 to 2018. Prior to these roles, Ms. Kelly-Gemmel held senior leadership roles at Practice Fusion, Havas Health and WebMD/Medscape. She began her career with a decade in sales and marketing at Pharmacia (now Pfizer). Ms. Kelly-Gemmell holds a B.S. in Biochemistry from McGill University. In accordance with our Non-Employee Director Compensation Policy, a copy of which was filed as Exhibit 10.12 to our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 11, 2026 (the “Director Compensation Policy”), and in connection with Ms. Kelly-Gemmell’s appointment to our board of directors, as a non-employee director, Ms. Kelly-Gemmell is initially entitled to receive cash compensation in the amount of $50,000 per year for service on our board of directors; prorated for the portion of the year on which she serves on our board of directors and she will also be entitled to receive standard cash retainers for service on any committees of our board of directors to which she may be appointed. In addition, pursuant to the Director Compensation Policy, on August 1, 2026, Ms. Kelly-Gemmell will be granted (i) an option to purchase 40,800 (the “Option”), with an exercise price per share of common stock equal to the closing price of our common stock on the grant date, which shall vest with respect to 1/3rd of the shares on each annual anniversary of the date of grant, subject to Ms. Kelly-Gemmell’s continued service with us through each such date, and (ii) a restricted stock unit award with respect to 6,333 shares of our common stock (the “RSU”), which shall vest with respect to 1/3rd of the shares on each annual anniversary of the date of grant, subject to Ms. Kelly- 69 Gemmell’s continued service with us through each such date. In addition, if a Change in Control (as defined in our 2024 Plan) occurs during Ms. Kelly-Gemmell’s service on our board of directors, the Option and RSU will vest in full as of immediately prior to, and contingent upon, the occurrence of such Change in Control. We also entered into an indemnification agreement with Ms. Kelly-Gemmell in the same form as our standard form of indemnification agreement with its other directors. There are no reportable family relationships or related party transactions (as defined in Item 404(a) of Regulation S‑K) involving us and Ms. Kelly-Gemmell or any of our directors or executive officers, and she was not selected to serve as a director pursuant to any arrangement or understanding with any person. 70 Item 6. Exhibits Exhibit Number Description Registrant’s Form Date Filed with the SEC Exhibit Number 3.1 Amended and Restated Certificate of Incorporation. S-1 7/1/2014 3.3 3.2 Amended and Restated Bylaws of Viking Therapeutics, Inc., effective as of May 9, 2023. 8-K 5/11/2023 3.1 4.1 Form of Common Stock Certificate. S-1 7/1/2014 4.1 10.1 At-The-Market Equity Offering Sales Agreement, dated as of July 29, 2026, by and among Viking Therapeutics, Inc., Stifel, Nicolaus & Company, Incorporated, Piper Sandler & Co., Cantor Fitzgerald & Co., Oppenheimer & Co. Inc. and Canaccord Genuity LLC. 10.2 Consulting Agreement, entered into as of July 28, 2026 and effective as of August 1, 2026, by and between Viking Therapeutics, Inc. and Marianne Mancini. 10.3 Employment Agreement, effective as of June 1, 2026, by and between Viking Therapeutics, Inc. and Hubert Chen, M.D. 31.1 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934. 31.2 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934. 32.1 Certification of the Principal Executive Officer and 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 With Embedded Linkbase Documents. 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2026 and 2025, (iii) Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three and six months ended June 30, 2026 and 2025, (iv) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025, and (v) Notes to Condensed Consolidated Financial Statements. 71 SIGNAT URES 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. Viking Therapeutics, Inc. Date: July 29, 2026 By: /s/ Brian Lian, Ph.D. Brian Lian, Ph.D. President, Chief Executive Officer and Director (Principal Executive Officer) Date: July 29, 2026 By: /s/ Greg Zante Greg Zante Chief Financial Officer (Principal Accounting and Financial Officer) 72