SEC Form DEF 14A filed by BridgeBio Pharma Inc.

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Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of BridgeBio Pharma, Inc., a Delaware corporation (the “Company”). The Annual Meeting will be held in entirely virtual format on Monday, June 22, 2026, at 11:00 a.m. (Pacific Time), via live audio webcast at www.virtualshareholdermeeting.com/BBIO2026 for the following purposes:

These items of business are more fully described in this Proxy Statement.

With respect to the election of the Class I directors, Randal W. Scott, Ph.D. will not stand for re-election to the Board of Directors at the Annual Meeting. Dr. Scott has served on our Board of Directors since 2020, and the Board of Directors thanks him for his years of service.

Proposal 1 relates solely to the election of directors nominated by the Board of Directors and does not include any other matters relating to the election of directors, including, without limitation, the election of directors nominated by any stockholder of the Company.

The Board of Directors has fixed the close of business on Thursday, April 23, 2026, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting, or at any adjournments of the Annual Meeting.

We are pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. On or about April 24, 2026, we are mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of our proxy materials and our 2025 Annual Report on Form 10-K. The Notice contains instructions on how to access those documents and to cast your vote via the Internet or by telephone. The Notice also contains instructions on how to request a paper copy of our proxy materials and our 2025 Annual Report on Form 10-K. All stockholders who do not receive a Notice or who request a paper copy will receive a paper copy of the proxy materials and the 2025 Annual Report on Form 10-K by mail. This process allows us to provide our stockholders with the information that they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.

In order to ensure your representation at the Annual Meeting, you are requested to submit your proxy over the Internet, by telephone, or if you received proxy materials by mail, by signing and dating the enclosed proxy as promptly as possible and returning it in the enclosed envelope (to which no postage need be affixed if mailed in the United States). If you virtually attend the Annual Meeting and electronically submit to the Secretary of the Company an instrument revoking your proxy or a duly executed proxy bearing a later date, your earlier submitted proxy will not be used.

Your vote is important, whether or not you expect to attend the Annual Meeting. You are urged to vote either via the Internet or telephone, or, if you received proxy materials by mail, by returning a signed and dated copy of the enclosed proxy card using the enclosed envelope. Voting promptly will help avoid the additional expense of further solicitation to assure a quorum at the meeting.

This proxy statement (“Proxy Statement”) is furnished in connection with the solicitation of proxies for use prior to or at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of BridgeBio Pharma, Inc. (the “Company” or “BridgeBio”), a Delaware corporation, to be held virtually at 11:00 a.m., Pacific Time, on Monday, June 22, 2026, and at any adjournments or postponements thereof for the following purposes:

Our Board of Directors has made this Proxy Statement and related materials available to you on the Internet, or at your request has delivered printed versions to you by mail, in connection with the solicitation of proxies by our Board for the Annual Meeting, and any adjournment or postponement of the Annual Meeting. If you requested printed versions of these materials by mail, they will also include a proxy card for the Annual Meeting.

You can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/BBIO2026. You will need to have your 16-digit control number included on your proxy card to join the Annual Meeting.

This solicitation is made on behalf of the Board of Directors. We will bear the costs of preparing, mailing, online processing and other costs of the proxy solicitation made by our Board of Directors. Certain of our officers and employees may solicit the submission of proxies authorizing the voting of shares in accordance with the Board of Directors’ recommendations. Such solicitations may be made by telephone, facsimile transmission or personal solicitation. No additional compensation will be paid to such officers, directors or regular employees for such services. We will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in sending proxy materials to stockholders.

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we are providing access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record and beneficial owners as of April 23, 2026 (the “Record Date”). The mailing of the Notice to our stockholders is scheduled to begin on or about April 24, 2026. We believe following this process will expedite the receipt of such materials and will help lower our costs and reduce the environmental impact of our annual meeting materials. The Notice provides instructions as to how stockholders may access and review our proxy materials, including the Notice of 2026 Annual Meeting of Stockholders, this proxy statement and our 2025 Annual Report on Form 10-K (the “Annual Report”), on the website referred to in the Notice or, alternatively, how to request that a copy of the proxy materials, including a proxy card, be sent by mail. The Notice also provides voting instructions.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDERS MEETING TO BE HELD ON JUNE 22, 2026:

The Proxy Statement, the accompanying proxy card or voting instruction card and the Annual Report are available electronically at www.proxyvote.com.

In addition, stockholders may request to receive the proxy materials in printed form by mail or electronically by email on an ongoing basis for future stockholder meetings. Please note that, while our proxy materials are available at the website referenced in the Notice, and our Notice of 2026 Annual Meeting of Stockholders, this proxy statement and our 2025 Annual Report are available on our website, no other information contained on either website is incorporated by reference in or considered to be a part of this proxy statement.

Only holders of record of our common stock as of the close of business on April 23, 2026 are entitled to receive notice of, and to vote at, the Annual Meeting. Each holder of common stock will be entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting. At the close of business on April 23, 2026, there were 195,806,242 shares of common stock issued and outstanding and eligible to vote.

A quorum of stockholders is necessary to take action at the Annual Meeting. Stockholders representing a majority of the shares of our common stock entitled to vote (present virtually or represented by proxy) will constitute a quorum. We will appoint an inspector of elections for the meeting to determine whether or not a quorum is present and to tabulate votes cast by proxy or virtually at the Annual Meeting. Abstentions, withheld votes and broker non-votes (which occur when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular matter because such broker, bank or other nominee does not have discretionary authority to vote on that matter and has not received voting instructions from the beneficial owner) are counted as present for purposes of determining the presence of a quorum for the transaction of business at the Annual Meeting.

To elect our directors and approve the other proposals being considered at the Annual Meeting, the voting requirements are as follows:

“Discretionary Voting Permitted” means that brokers, banks or other nominees that hold shares in “street name” for their customers will have the discretion to vote those shares with respect to certain matters if they have not received voting instructions from the beneficial owners. Under the rules of the New York Stock Exchange, which are also applicable to Nasdaq-listed companies, brokers, banks and other securities intermediaries that are subject to New York Stock Exchange rules may use their discretion to vote your “uninstructed” shares on matters considered to be “routine” under New York Stock Exchange rules but not with respect to “non-routine” matters.

“Majority” means a majority of the votes properly cast for and against such matter.

“Plurality” means a plurality of the votes properly cast on such matter. For the election of directors, the three (3) nominees receiving the highest number of affirmative votes properly cast “FOR” each such nominee will be elected as Class I directors.

The vote required and method of calculation for the proposals to be considered at the Annual Meeting are as follows:

Proposal One-Election of Directors. Under our bylaws, directors are elected by a plurality of the votes properly cast. If a quorum is present, the three (3) director nominees receiving the highest number of “FOR” votes, submitted virtually at the Annual Meeting or by proxy, will be elected as directors. You may vote “FOR” all nominees, “WITHHOLD” for all nominees, or “WITHHOLD” for any one or more nominees by specifying the name of the nominees on your proxy card. Proposal One is not considered to be a routine item, so if you are a beneficial owner (on the record date your shares were held, not in your name, but rather in a brokerage account or by a broker, bank or other nominee) and you do not instruct your broker, bank or other nominee how to vote with respect to this proposal, your broker, bank or other nominee may not vote on this proposal, and those votes will be counted as broker “non-votes.” Withheld votes and broker non-votes will have no effect on the outcome of the election of the directors. If nominees are unopposed, election requires only a single “FOR” vote.

Proposal Two-Non-Binding Advisory Vote to Approve the Compensation of our Named Executive Officers. Approval of this non-binding advisory proposal requires the affirmative vote of a majority of the votes properly cast for and against such matter. You may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on this proposal. If you abstain from voting on this matter, your shares will not be counted as “votes cast” with respect to such matter, and the abstention will have no effect on the proposal. Proposal Two is not considered to be a routine item, so if you are a beneficial owner (on the record date your shares were held, not in your name, but rather in a brokerage account or by a broker, bank or other nominee) and you do not instruct your broker, bank or other nominee how to vote with respect to this proposal, your broker, bank or other nominee may not vote on this proposal, and those votes will be counted as broker “non-votes.” Broker non-votes will have no effect on the outcome of the non-binding, advisory vote to approve the compensation of our named executive officers.

Proposal Three-Non-Binding Advisory Vote on the Frequency of Future Non-Binding Votes to Approve the Compensation of Our Named Executive Officers. The frequency of “one year,” “two years” or “three years” that receives the highest number of affirmative votes properly cast on this proposal will be deemed the preferred frequency with which we hold a non-binding, advisory vote on the compensation of our named executive officers. You may vote “ONE YEAR,” “TWO YEARS,” “THREE YEARS,” or “ABSTAIN” from voting on this proposal. If you abstain from voting on this proposal, your shares will not be counted as “votes cast” with respect to this proposal, and the abstention will have no effect on this proposal. Proposal Three is not considered to be a routine item, so if you are a beneficial owner (on the record date your shares were held, not in your name, but rather in a brokerage account or by a broker, bank or other nominee) and you do not instruct your broker, bank or other nominee how to vote with respect to this proposal, your broker, bank or other nominee may not vote on this proposal, and those votes will be counted as broker “non-votes.” Broker non-votes will have no effect on the outcome of the non-binding, advisory vote on the frequency of future non-binding votes to approve the compensation of our named executive officers.

Proposal Four-Approval of the Ratification of the Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm. Approval of this proposal requires the affirmative vote of a majority of the votes properly cast for and against such matter. You may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on this proposal. If you abstain from voting on this matter, your shares will not be counted as “votes cast” with respect to such matter, and the abstention will have no effect on the proposal. Proposal Four is considered to be a routine item, so if you are a beneficial owner (on the record date your shares were held, not in your name, but rather in a brokerage account or by a broker, bank or other nominee), your broker, bank or other nominee will be able to vote on this proposal even if it does not receive instructions from you. Accordingly, we do not anticipate that there will be any broker non-votes on this proposal; however, any broker non-votes will have no effect on the proposal.

Proposal Five-Approval of an amendment and restatement of the 2021 Amended and Restated BridgeBio Pharma, Inc. Stock Option and Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 2,000,000 shares. Approval of this proposal requires the affirmative vote of a majority of the votes properly cast for and against such matter. You may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on this proposal. If you abstain from voting on this matter, your shares will not be counted as “votes cast” with respect to

such matter, and the abstention will have no effect on the proposal. Proposal Five is not considered to be a routine item, so if you are a beneficial owner (on the record date your shares were held, not in your name, but rather in a brokerage account or by a broker, bank or other nominee) and you do not instruct your broker, bank or other nominee how to vote with respect to this proposal, your broker, bank or other nominee may not vote on this proposal, and those votes will be counted as broker “non-votes.” Broker non-votes will have no effect on the proposal.

We request that you vote your shares by proxy following the methods as instructed by the Notice: over the Internet, by telephone or by mail. If you choose to vote by mail, your shares will be voted in accordance with your voting instructions if the proxy card is received prior to the Annual Meeting. If you sign and return your proxy card but do not give voting instructions, your shares will be voted FOR: (i) the election of all of the Company’s three (3) nominees as directors; (ii) the non-binding, advisory vote to approve the compensation of our named executive officers; (iii) one year as the frequency of future non-binding votes to approve the compensation of our named executive officers; (iv) the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026; (v) the approval of an amendment and restatement of the 2021 Amended and Restated BridgeBio Pharma, Inc. Stock Option and Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 2,000,000 shares; and (vi) as the proxy holders deem advisable, in their discretion, on other matters that may properly come before the Annual Meeting.

Stockholders whose shares are registered in their own names may vote by proxy by mail, over the Internet or by telephone. Instructions for voting by proxy over the Internet or by telephone are set forth on the Notice. The Internet and telephone voting facilities will close at 11:59 p.m. Eastern Time on Sunday, June 21, 2026. The Notice will also provide instructions on how you can elect to receive future proxy materials electronically or in printed form by mail. If you choose to receive future proxy materials electronically, you will receive an email next year with instructions containing a link to the proxy materials and a link to the proxy voting site. Your election to receive proxy materials electronically or in printed form by mail will remain in effect until you terminate such election.

If you are a stockholder of record as of April 23, 2026, there are four ways to vote:

If you hold your shares through a bank, broker or other nominee and do not have a 16-digit control number but wish to vote online at the meeting, you must contact your broker, bank or other nominee so that you can be provided with a control number or legal proxy. Those without a control number may attend as guests of the Annual Meeting. Guests will not have the option to vote or ask questions during the meeting.

If your shares are held in street name, the voting instruction form sent to you by your broker, bank or other nominee should indicate whether the institution has a process for beneficial holders to provide voting instructions over the Internet or by telephone. A number of banks and brokerage firms participate in a program that also permits stockholders whose shares are held in street name to direct their vote over the Internet or by telephone. If your bank or brokerage firm gives you this opportunity, the voting instructions from the bank or brokerage firm that

accompany this Proxy Statement will tell you how to use the Internet or telephone to direct the vote of shares held in your account. If your voting instruction form does not include Internet or telephone information, please complete and return the voting instruction form in the self-addressed, postage-paid envelope provided by your broker. Stockholders who vote by proxy over the Internet or by telephone need not return a proxy card or voting instruction form by mail, but may incur costs, such as usage charges, from telephone companies or Internet service providers.

This year’s Annual Meeting will be held entirely online to facilitate increased stockholder participation. You will be able to attend the Annual Meeting online by accessing www.virtualshareholdermeeting.com/BBIO2026.

To join the Annual Meeting as a stockholder, you will need to have your 16-digit control number, which can be found on the Notice, voting instruction form or proxy card you received. If your shares are held in “street name” through a broker, bank or other nominee and you do not have a 16-digit control number, you must contact such broker, bank or nominee so that you can be provided with a control number or legal proxy. Those without a control number may attend as guests of the Annual Meeting but will not have the option to vote or ask questions during the meeting.

Even if you plan to attend the Annual Meeting online, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the Annual Meeting.

The live audio webcast of the Annual Meeting will begin promptly at 11:00 a.m. Pacific Time. Online access to the audio webcast will open approximately 15 minutes prior to the start of the Annual Meeting to allow time for you to log in and test the computer audio system. We encourage our stockholders to access the meeting prior to the start time.

To attend the online Annual Meeting, log in at www.virtualshareholdermeeting.com/BBIO2026. To participate as a stockholder, you will need your 16-digit control number, which can be found on the Notice, voting instruction form or proxy card you received. In the event that you hold your shares through a bank, broker or other nominee and do not have a control number, please contact such broker, bank or other nominee as soon as possible, so that you can be provided with a control number or legal proxy and gain access to the meeting. Those without a control number may attend as guests of the Annual Meeting but will not have the option to vote or ask questions during the meeting.

If you have logged into the Annual Meeting using your 16-digit control number and wish to ask a question during the meeting, you may do so on the virtual meeting website by typing your question into the “Ask a Question” field, and clicking “Submit.” Those without a control number will not have the option to ask questions during the meeting.

If questions submitted are repetitive as to a particular topic, the Chair of the meeting may limit discussion on such topic. During the formal portion of the meeting, all questions presented should relate directly to the proposal under discussion. We will also hold a question and answer period at the end of the meeting, as time permits, during which time we welcome questions not relating to specific proposals.

For further details, please review the Annual Meeting’s Rules of Conduct, which will be posted on www.virtualshareholdermeeting.com/BBIO2026 during the Annual Meeting.

Beginning 15 minutes prior to the start of and during the virtual Annual Meeting, we will have a support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log-in page.

The live audio webcast will be available to not only our stockholders but also our team members and other constituents.

Any proxy may be revoked at any time before it is exercised by filing an instrument revoking it with the Company’s Secretary or by submitting a duly executed proxy bearing a later date prior to the time of the Annual Meeting. Stockholders who have voted by proxy over the Internet or by telephone or have executed and returned a proxy and who then virtually attend the Annual Meeting and desire to vote are requested to notify the Secretary in writing prior to the time of the Annual Meeting. We request that all such written notices of revocation to the Company be addressed to Jason Marks, Secretary, c/o BridgeBio Pharma, Inc., at the address of our principal executive offices at 3160 Porter Drive, Suite 250, Palo Alto, CA 94304. Our telephone number is (650) 391-9740. Stockholders may also revoke their proxy by entering a new vote over the Internet or by telephone.

Any stockholder who meets the requirements of the proxy rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) may submit proposals to the Board of Directors to be presented at the 2027 Annual Meeting. Such proposals must comply with the requirements of Rule 14a-8 under the Exchange Act and be submitted in writing by notice delivered or mailed by first-class United States mail, postage prepaid, to our Secretary at our principal executive offices at the address set forth above no later than December 31, 2026 in order to be considered for inclusion in the proxy materials to be disseminated by the Board of Directors for such annual meeting. We also encourage you to submit any such proposals via email to [email protected]. If the date of the 2027 Annual Meeting is moved by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, then notice must be received within a reasonable time before we begin to print and send proxy materials. If that happens, we will publicly announce the deadline for submitting a proposal in a press release or in a document filed with the SEC. A proposal submitted outside the requirements of Rule 14a-8 under the Exchange Act will be considered untimely if received after March 15, 2027.

Our Amended and Restated Bylaws (“Bylaws”) also provide for separate notice procedures to recommend a person for nomination as a director or to propose business to be considered by stockholders at a meeting. To be considered timely under these provisions, the stockholder’s notice must be received by our Secretary at our principal executive offices at the address set forth above no earlier than February 22, 2027, and no later than March 24, 2027. Our Bylaws also specify requirements as to the form and content of a stockholder’s notice.

To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 23, 2027.

The Board of Directors, a designated committee thereof or the chairperson of the meeting may refuse to acknowledge the introduction of any stockholder proposal if it is not made in compliance with the applicable notice provisions.

Our amended and restated certificate of incorporation provides for a Board of Directors that is divided into three classes. The term for each class is three years, staggered over time. The terms of the Class I directors are scheduled to expire on the date of the upcoming Annual Meeting. Each of our current Class I directors except for Randal W. Scott, Ph.D. will stand for re-election at the Annual Meeting. Based on the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors, or the Nominating and Corporate Governance Committee, the Board of Directors’ nominees for election by the stockholders are: James C. Momtazee, Frank P. McCormick, Ph.D., F.R.S., D.Sc. and Hannah A. Valantine, M.D. If elected, each nominee will serve as a director until the date of the annual meeting of stockholders following the year ending December 31, 2028, and until their successors are duly elected and qualified, or until such director’s earlier death, resignation or removal.

Our Board of Directors is currently comprised of fourteen (14) members. If each of the Class I director nominees is elected at the Annual Meeting, the composition of our Board of Directors will be as follows: Class I: James C. Momtazee, Frank P. McCormick, Ph.D., F.R.S., D.Sc. and Hannah A. Valantine, M.D.; Class II: Eric Aguiar, M.D., Jennifer E. Cook, Andrea J. Ellis, Fred Hassan and Ali J. Satvat; and Class III: Neil Kumar, Ph.D., Charles Homcy, M.D., Douglas A. Dachille, Ronald J. Daniels and Andrew W. Lo, Ph.D.

Based in part upon the recommendation by the Nominating and Corporate Governance Committee and as approved by our Board of Directors, Dr. Randal W. Scott will not be nominated for re-election as a director at the Annual Meeting. As a result, Dr. Scott’s service as a director will end on the date of the Annual Meeting. This decision was made in consultation with Dr. Scott and was not due to any performance issues or any disagreement relating to our operations, policies, or practices. We would like to thank Dr. Scott for his years of service on our Board of Directors.

Immediately prior to the opening of the polls at the Annual Meeting, our Board of Directors has elected to reduce the size of the Board of Directors from fourteen (14) to thirteen (13) directors.

In the absence of instructions to the contrary, the persons named as proxy holders in the accompanying proxy intend to vote in favor of the election of the nominees designated below to serve until the date of the annual meeting of stockholders following the year ending December 31, 2028 and until their successors are duly elected and qualified, or until such director’s earlier death, resignation or removal. Each nominee is currently a director. The Board of Directors expects that each nominee will be available to serve as a director, but if any such nominee should become unavailable or unwilling to stand for election, it is intended that the shares represented by the proxy will be voted for such substitute nominee as may be designated by the Board of Directors. The biographies of our directors and their ages as of March 31, 2026, are set forth below.

The persons listed below are nominated for election to Class I of the Board of Directors to serve a three-year term ending on the date of the annual meeting of stockholders following the year ending December 31, 2028, and until their successors are elected and qualified, or until such director’s earlier death, resignation or removal.

James C. Momtazee has served as a member of our Board of Directors since March 2016 and as our Senior Advisor - Transactions from February 2020 until January 2021. He is the Managing Partner of Patient Square Capital, LP, a dedicated health care investment firm. He was Chairman and CEO of Montes Archimedes Acquisition Corporation from October 2020 until October 2021. He was previously a Member of KKR, a private equity and alternative asset management firm, and had been employed by KKR for 21 years ending in July 2019. Mr. Momtazee serves on the boards of directors of Apollo Therapeutics, Enavate Sciences, GondolaBio, LLC, Hanger, Inc., Kriya Therapeutics, Inc., The Medical Device Manufacturers Association, Elevage Medical Technologies, EMT Holdings, Syneos Health, and Roivant Sciences, Inc. (Nasdaq: ROIV). He previously served on the boards of directors of Jazz Pharmaceuticals plc (Nasdaq: JAZZ), a biopharmaceutical company, from 2004 to 2014, HCA Healthcare Inc. (formerly HCA Holdings Inc.; NYSE: HCA), a health care services company, from 2006 to 2014, Entellus Medical, Inc., a medical technology company, from 2017 to 2018 and PRA Health Sciences (formerly Nasdaq: PRAH) from 2013 to 2021. He received an A.B. from Stanford University and an M.B.A. from the Stanford Graduate School of Business. Mr. Momtazee’s qualifications to serve on our Board of Directors include his expertise in corporate governance, the healthcare industry and in financing and financial matters.

Frank P. McCormick, Ph.D., F.R.S., D.Sc., has served as a member of our Board of Directors since February 2023. He currently also serves as our Chairman of Oncology and has held this position since April 2019. Dr. McCormick has served on the board of directors of BridgeBio Oncology Therapeutics, Inc. (NASDAQ: BBOT) since April 2024, including as Chairman from May 2024 to December 2025, and previously served on the board of directors of BBOT (then known as TheRas, Inc.) from August 2016 to November 2016. He is also a Professor in the University of California, San Francisco (“UCSF”) Helen Diller Family Comprehensive Cancer Center, a multidisciplinary research and medical care organization, and has been a UCSF faculty member since 1997. Dr. McCormick held the positions of Director of the UCSF Helen Diller Family Comprehensive Cancer Center and served as Associate Dean of the UCSF School of Medicine from 1997 to 2014. Prior to joining the UCSF faculty, Dr. McCormick pursued cancer-related work with several biotechnology firms, including Cetus Corporation as Director of Molecular Biology from 1981 to 1990 and Vice President of Research from 1990 to 1991, and Chiron Corporation as Vice President of Research from 1991 to 1992. In 1992, Dr. McCormick founded Onyx Pharmaceuticals and served as its Chief Scientific Officer until 1996. Dr. McCormick is a Fellow of the Royal Society, an institution dedicated to science, since 1996, a member of the National Academy of Sciences since 2014 and has served as President, 2012 to 2013, for the American Association for Cancer Research. Since 2013, Dr. McCormick has led the National Cancer Institute’s Ras Initiative at the Frederick National Laboratories for Cancer Research overseeing the national effort to develop therapies against Ras-driven cancers. Dr. McCormick served as a member of the board of directors of Olema Pharmaceuticals, Inc. (Nasdaq: OLMA) from December 2014 to April 2021, and Aduro Biotech, Inc. (Nasdaq: KDNY) from 2010 to February 2019. Dr. McCormick has also served as an advisor to GondolaBio, LLC since 2025. Dr. McCormick received his B.Sc. in biochemistry from the University of Birmingham and his Ph.D. in biochemistry from the University of Cambridge and held postdoctoral fellowships in the U.S. at the State University of New York at Stony Brook and in London at the Imperial Cancer. Dr. McCormick’s qualifications to serve on our Board of Directors include his extensive scientific background, particularly in the field of oncology.

Hannah A. Valantine, M.D., has served as a member of our Board of Directors since October 2021. Dr. Valantine currently serves as Professor of Medicine at Stanford University School of Medicine, where she has been a faculty member since 1987. From April 2014 to September 2020, Dr. Valantine served as Chief Officer for Scientific Workforce Diversity at the National Institutes of Health, and as a Senior Investigator in the Intramural Research Program at the National Heart, Lung, and Blood Institute. From November 2004 to April 2014, Dr. Valantine was Professor of Cardiovascular Medicine and the Senior Associate Dean for Diversity and Leadership at Stanford

University. In collaboration with her colleagues at Stanford University, Dr. Valantine co-invented the technology for donor derived cell-free DNA for diagnosis of transplant rejection, which is currently licensed and used to monitor patients for early detection of acute rejection. Dr. Valantine has served on the board of directors of Pacific Biosciences of California, Inc. (Nasdaq: PACB) since June 2021, and of CareDx, Inc. (Nasdaq: CDNA) since July 2021. Dr. Valantine also serves as Principal and Founder of HAV LLC, a consulting company for diversity, equity and inclusion that she founded in January 2021. Dr. Valantine received her M.B.B.S., M.R.C.P. and M.D. at St Georges Hospital/London University. Dr. Valantine’s qualifications to serve on our Board of Directors include her extensive experience in the life sciences industry and her background in academic medicine.

Randal W. Scott, Ph.D., has served as a member of our Board of Directors since June 2020. Dr. Scott is currently the Chairman and CEO of Genomic Life, positions in which he has served since January 2024. He is also a cofounder of Invitae Corporation (“Invitae”), a genetic information company (formerly NYSE: NVTA), where he rejoined as Chairman of the board of Invitae from July 2022 to August 2024 and previously served as the Chairman and CEO from 2012 to 2017, the Executive Chairman from 2017 to 2019, and as a member of the board of directors from 2010 until August 2019. Dr. Scott has served on the board of directors of Talis Biomedical Corporation, a molecular diagnostic company (Nasdaq: TLIS), since February 2016. Dr. Scott also serves on the board of directors of Freenome Holdings, Inc. Previously, Dr. Scott cofounded Genomic Health, Inc., where he served as the Chairman and CEO from 2000 to 2009 and the Executive Chairman from 2009 to 2012. Dr. Scott holds a B.S. in Chemistry from Emporia State University and a Ph.D. in Biochemistry from the University of Kansas. Dr. Scott’s qualifications to serve on our Board of Directors include his significant experience building and leading successful biopharmaceutical companies and his scientific expertise.

Eric Aguiar, M.D., has served as a member of our Board of Directors since March 2019. Dr. Aguiar has been a partner at Aisling Capital since January 2016 and prior to that was a partner at Thomas, McNerney and Partners, a healthcare venture capital and growth equity fund, since 2007. Prior to joining that firm, he was a Managing Director of HealthCare Ventures, a healthcare focused venture capital firm, from 2001 to 2007. Dr. Aguiar has served on the board of directors of Biomea Fusion, Inc., a biopharmaceutical company (Nasdaq: BMEA), since December 2020. He served on the boards of directors of Eidos Therapeutics, Inc. (formerly Nasdaq: EIDX) from March 2018 to August 2020, Biohaven Corporation (NYSE: BHVN) from October 2016 to January 2020 and Invitae Corporation (formerly NYSE: NVTA) from 2010 to 2024. Dr. Aguiar is a member of the Council on Foreign Relations. Dr. Aguiar received his medical degree with honors from Harvard Medical School. He graduated with honors from Cornell University as a College Scholar. He was also a Luce Fellow and is a Chartered Financial Analyst. Dr. Aguiar’s qualifications to serve on our Board of Directors include his medical and finance background and experience as an investor in life science companies.

Jennifer E. Cook has served as a member of our Board of Directors since December 2019. She is currently the owner and principal of Jennifer Cook Consulting since July 2019. Ms. Cook has served as a member of the board of directors of Denali Therapeutics, Inc., a biotechnology company (Nasdaq: DNLI), since November 2018 and Jazz Pharmaceuticals plc, a biopharmaceutical company (Nasdaq: JAZZ), since November 2020. Ms. Cook served as the Chief Executive Officer of GRAIL from January 2018 to June 2019. Previously, Ms. Cook was at Roche Pharmaceuticals and Genentech, where she held a number of senior management positions; from January 2017 to December 2017, Ms. Cook served as Senior Vice President, Global Head of Clinical Operations for Roche Pharmaceuticals; from September 2013 to December 2016, Ms. Cook served as Head of Region Europe Pharma for Roche Pharmaceuticals; and from July 2010 to September 2013, Ms. Cook served as the Senior Vice President, Business Unit Head Immunology and Ophthalmology for Genentech. Ms. Cook holds a B.A. in human biology and an M.S. in biology from Stanford University, as well as an M.B.A. from the Haas School of Business at the University of California, Berkeley. Ms. Cook’s qualifications to serve on our Board of Directors include her extensive experience as a senior management executive of healthcare and biotechnology companies, including as the senior vice president of one of the world’s largest healthcare companies.

Andrea J. Ellis has served as a member of our Board of Directors since August 2021. Mrs. Ellis currently serves as the Chief Financial Officer of Fanatics, Inc.’s Betting & Gaming division, which she joined in October 2022. From

June 2020 to September 2022, she served as the Chief Financial Officer of Neutron Holdings Inc., dba Lime, a technology company that offers access to shared electric scooters, bikes and mopeds. From 2015 to 2020, Mrs. Ellis held numerous positions at Restaurant Brands International (RBI), the parent company of Burger King, Popeyes, and Tim Hortons. Mrs. Ellis started her career at Goldman Sachs, working in Investment Banking from 2012 to 2015 and Equities Trading from 2007 to 2010. Mrs. Ellis earned her bachelor’s degree in biology from the University of Pennsylvania and an M.B.A. from Harvard Business School. Mrs. Ellis’ qualifications to serve on our Board of Directors include her background in finance.

Fred Hassan has served as a member of our Board of Directors since August 2021 and as our lead independent director since April 2025. Mr. Hassan currently serves as Director of Warburg Pincus LLC, a global private equity investment institution, which he joined in 2009 and EyePoint Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company (Nasdaq: EYPT), since September 2024. Previously, Mr. Hassan served as Chairman and Chief Executive Officer of Schering-Plough from 2003 to 2009. Before assuming these roles, from 2001 to 2003, Mr. Hassan was Chairman and Chief Executive Officer of Pharmacia Corporation, a company formed through the merger of Monsanto Company and Pharmacia & Upjohn, Inc. He joined Pharmacia & Upjohn, Inc. as Chief Executive Officer in 1997. Mr. Hassan has served as a director of Precigen, Inc. (Nasdaq: PGEN) since 2016 and Cocrystal Pharma, Inc. (Nasdaq: COCP) since April 2023. Previously, Mr. Hassan served as a director of Prometheus Biosciences, Inc. (formerly Nasdaq: RXDX, acquired by Merck) from May 2021 to June 2023, as a director of Time Warner Inc. (now Warner Media, LLC) from October 2009 to June 2018, as a director of Amgen, Inc. from July 2015 to May 2021, and as a director of Avon Products, Inc. from 1999 until 2013. He was Chairman of the board of Bausch & Lomb from 2010 until its acquisition by Valeant Pharmaceuticals International, Inc. in 2013 and served on the board of Valeant Pharmaceuticals from 2013 to 2014. Mr. Hassan earned his bachelor’s degree in chemical engineering from the Imperial College of Science and Technology at the University of London and an M.B.A. from Harvard Business School. Mr. Hassan’s qualifications to serve on our Board of Directors include his extensive experience leading and scaling global pharmaceutical companies and advising major corporations as a director.

Ali J. Satvat has served as a member of our Board of Directors since March 2016. Mr. Satvat joined Kohlberg Kravis Roberts & Co. L.P., a global investment firm (“KKR”), in January 2012 and is a Partner, Co-Head of the Health Care industry team within KKR’s Americas Private Equity platform, and Global Head of KKR Health Care Strategic Growth. Mr. Satvat is a member of the Investment Committee for KKR’s Americas Private Equity platform, chairs the Investment Committee for KKR Health Care Strategic Growth, and manages KKR’s controlling interest in HealthCare Royalty Partners. Mr. Satvat has served on various public and private boards of directors, including PRA Health Sciences, Inc. (formerly Nasdaq: PRAH), a global contract research organization, from September 2013 through April 2018, Coherus Oncology, Inc. (Nasdaq: CHRS) since May 2014, Eidos Therapeutics, Inc. (formerly Nasdaq: EIDX) from June 2018 through January 2021, and Impel Pharmaceuticals, Inc. (formerly Nasdaq: IMPL) from December 2018 through April 2024. Prior to joining KKR, Mr. Satvat was a Principal with Apax Partners, a global private equity firm, where he focused on health care private equity and growth equity investments from 2006 to 2012. Previously, Mr. Satvat held various positions with Johnson & Johnson Development Corporation, a venture capital subsidiary of Johnson & Johnson, Audax Group, a private equity firm, and The Blackstone Group, a global investment firm. Mr. Satvat holds an A.B. in History and Science from Harvard College and an M.B.A. in Health Care Management and Entrepreneurial Management from the Wharton School of the University of Pennsylvania. Mr. Satvat previously served as a member of the board of directors of the Healthcare Private Equity Association and has been involved in a number of non-profit organizations. Mr. Satvat’s qualifications to serve on our Board of Directors include his expertise in corporate governance, financing, and financial matters and his extensive investment experience in the health care industry.

Neil Kumar, Ph.D., is a co-founder and has served as our Chief Executive Officer and a member of our Board of Directors since April 2015. Dr. Kumar has also served as the Chief Executive Officer of our subsidiary, Eidos Therapeutics, Inc. (formerly Nasdaq: EIDX), a clinical-stage biopharmaceutical company, and a member of Eidos Therapeutics’ board of directors since March 2016. Prior to co-founding us, he served as the interim vice president of business development at MyoKardia, Inc. (formerly Nasdaq: MYOK, acquired by Bristol Myers Squibb), a clinical-stage biopharmaceutical company, from 2012 to 2014. Prior to that, Dr. Kumar served as a principal at Third Rock Ventures, a venture capital firm, from 2011 to 2014. Before joining Third Rock Ventures, he served as an associate principal at McKinsey & Company, a worldwide management consulting firm, from 2007 to 2011.

Dr. Kumar has served as a member of the board of directors of Maze Therapeutics, Inc. (Nasdaq: MAZE) since March 2026, LianBio (formerly Nasdaq: LIAN) since October 2019, and as executive chair of the board of managers of GondolaBio, LLC since August 2024. He received his B.S. and M.S. degrees in chemical engineering from Stanford University and received his Ph.D. in chemical engineering from the Massachusetts Institute of Technology. Dr. Kumar’s qualifications to serve on our Board of Directors include his role as our principal executive officer and his extensive experience as an executive officer of biotechnology companies.

Charles Homcy, M.D., has served as a member of our Board of Directors since November 2018, our Chairman of Pharmaceuticals since February 2019, and our Lead Director since February 2020. In 2010, Dr. Homcy joined Third Rock Ventures, a venture capital firm, where he currently serves on the Scientific Advisory Board. He served as president and chief executive officer of Portola Pharmaceuticals, Inc. (Nasdaq: PTLA), a clinical biotechnology company, since co-founding the company in 2003 until 2010. Prior to that, Dr. Homcy served as the president of research and development at Millennium Pharmaceuticals, Inc. (currently, Takeda Oncology), a biopharmaceutical company, following its acquisition of COR Therapeutics, Inc. in 2002. He joined COR Therapeutics, a biopharmaceutical company, in 1995 as executive vice president of research and development, and he served as a director of the company from 1998 to 2002. Dr. Homcy was a clinical professor of medicine at the University of California, San Francisco Medical School, and attending physician at the San Francisco Veterans Affairs Hospital from 1997 to 2011. He was previously president of the medical research division of American Cyanamid-Lederle Laboratories, a division of Wyeth-Ayerst Laboratories. He currently serves on the board of directors of Maze Therapeutics, Inc. (Nasdaq: MAZE), a biopharmaceutical company, and was formerly a director of Portola Pharmaceuticals from 2004 until March 2019, Global Blood Therapeutics, Inc. (Nasdaq: GBT, acquired by Pfizer, Inc.) from 2012 until June 2019, and Pliant Therapeutics, Inc. (Nasdaq: PLRX) from 2015 until June 2022. Dr. Homcy holds a B.A. and an M.D. from Johns Hopkins University and served as an emeritus trustee of the institution from 2013 to 2024. Dr. Homcy’s qualifications to serve on our Board of Directors include his significant experience building and leading successful biotechnology companies and his scientific expertise.

Douglas A. Dachille has served as a member of our Board of Directors since August 2021. Mr. Dachille served as Executive Vice President and Chief Investment Officer for American International Group, Inc. (“AIG”) (NYSE: AIG) from September 2015 to June 2021. Before assuming these roles at AIG, Mr. Dachille served as Chief Executive Officer of First Principles Capital Management, LLC (“First Principles”), an investment management firm, from September 2003 until its acquisition by AIG in September 2015. Prior to co-founding First Principles, he was President and Chief Operating Officer of Zurich Capital Markets. Mr. Dachille began his career at JPMorgan Chase, where he served as Global Head of Proprietary Trading and Co-Treasurer. Mr. Dachille has served as a member of the board of directors of Equitable Holdings, Inc. (NYSE: EQH) since January 2025 and as a member of the board of directors of PNC Financial Services Group, Inc. (NYSE: PNC) since February 2025. Mr. Dachille earned his bachelor’s degree in a special joint program through Union University and Albany Medical College and an M.B.A. in finance from the University of Chicago. Mr. Dachille’s qualifications to serve on our Board of Directors include his decades of investment management experience, strategic expertise, and previous service as a board observer for the Company.

Ronald J. Daniels has served as a member of our Board of Directors since February 2020. Mr. Daniels has been the president of Johns Hopkins University since March 2009. He is a member of the Board of Managers of the Johns Hopkins Applied Physics Laboratory and the chair of the Executive Committee of Johns Hopkins Health System. A law and economics scholar, Mr. Daniels is author or editor of seven books and dozens of scholarly articles. Before joining Johns Hopkins University, he served as Provost and a Professor of Law at the University of Pennsylvania and Dean and James M. Tory Professor of Law of the Faculty of Law at the University of Toronto. Mr. Daniels previously served as a director of T. Rowe Price Funds from January 2018 until April 2022. Mr. Daniels earned an L.L.M. from Yale University in 1988 and a J.D. in 1986 from the University of Toronto. He received a B.A. from the University of Toronto in 1982 in political science and economics. Mr. Daniels’ qualifications to serve on our Board of Directors include his extensive experience as a professor and now a leader at one of the world’s premier science institutions.

Andrew W. Lo, Ph.D., has served as a member of our Board of Directors since June 2020. Dr. Lo is the Charles E. and Susan T. Harris Professor at the MIT Sloan School of Management, director of the MIT Laboratory for Financial Engineering, a principal investigator at the MIT Computer Science and Artificial Intelligence Laboratory and has served as a professor at the MIT Sloan School of Management since 1988. He is also an external faculty member of the Santa Fe Institute and a research associate of the National Bureau of Economic Research.

Dr. Lo currently serves on the board of directors of clinical-stage and preclinical biopharmaceutical and CRO companies, including G-CAR, n-Lorem, Vesalius Therapeutics, and Uncommon Cures. He previously served on the boards of directors of AbCellera Biologics Inc. (Nasdaq: ABCL) from December 2021 to November 2025, and Roivant Sciences, Inc. (Nasdaq: ROIV) from July 2016 to November 2022. Dr. Lo has also served as an advisor to GondolaBio, LLC since 2025. Dr. Lo holds a B.A. in Economics from Yale University and a Ph.D. in Economics from Harvard University. Dr. Lo’s qualifications to serve on our Board of Directors include his extensive experience as a professor and a leader at two premier educational institutions, as well as his research experience in healthcare finance.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to our financial condition, results of operations, development and commercialization activities, strategic direction, clinical and regulatory matters, operations and intellectual property, information technology (including cybersecurity), governance (including environmental, social and governance, or ESG) and legal and compliance matters. Management is responsible for the day-to-day management of risks we face, while our Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

The role of our Board of Directors in overseeing the management of our risks is conducted primarily through the committees of the Board of Directors, as disclosed in the descriptions of each of the committees below and in the charters of each of the committees. The full Board of Directors (or the appropriate committee of the Board of Directors in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact on our company, and the steps we take to manage them. When a Board committee is responsible for evaluating and overseeing the management of a particular risk or risks, the chairperson of the relevant committee reports on the discussion to the full Board of Directors during the committee reports portion of the next Board of Directors meeting. This enables our Board of Directors and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

We believe that although a portion of the compensation provided to our executive officers and other employees is performance-based, our executive compensation program does not encourage excessive or unnecessary risk taking. This is primarily because our compensation programs are designed to encourage our executive officers and other employees to remain focused on both short-term and long-term strategic goals, in particular in connection with our pay-for-performance compensation philosophy. In addition, we have maintained an insider trading policy that prohibits speculative transactions, including short-sales, hedging and pledging, and have adopted a compensation clawback policy, both of which are intended to further minimize risk and ensure a long-term focus on our business. As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on the Company.

During 2025, our Board of Directors held a total of 4 meetings. All directors then serving on our Board of Directors attended at least 75% of the aggregate of the number of Board meetings and meetings of the Board committees on which each such director served during the time each such director served on the Board of Directors or such committees.

Our Board of Directors has determined that all of our directors, except for Drs. Kumar, Homcy and McCormick, are independent, as determined in accordance with the rules of Nasdaq and the SEC. In making such independence determination, the Board of Directors considered the relationships that each non-employee director has with us and all other facts and circumstances that the Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. In considering the independence of the directors listed above, our Board of Directors also considered the association of our directors with the holders of more than 5% of our common stock. There are no family relationships among any of our directors or executive officers.

The Board of Directors has a standing Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, each of which has the composition and responsibilities described below. Copies of our Amended

and Restated Audit Committee, Amended and Restated Compensation Committee and Amended and Restated Nominating and Corporate Governance Committee charters and our corporate governance guidelines are available, free of charge, on our website at https://bridgebio.com, under the “Investors/ Governance/Governance Documents” link.

Mrs. Ellis, Mr. Dachille and Drs. Aguiar and Scott currently serve on the Audit Committee, which is chaired by Mrs. Ellis. Dr. Scott, who is not standing for re-election to our Board of Directors at the Annual Meeting, will cease being a member of our Audit Committee effective immediately after the Annual Meeting. All of the members of our Audit Committee meet the enhanced independence standards established by the Sarbanes-Oxley Act of 2002 and related rulemaking of the SEC. In addition, our Board of Directors has determined that each of Dr. Aguiar and Mrs. Ellis is an “Audit Committee financial expert,” as defined under the applicable rules of the SEC. The Audit Committee’s responsibilities include:

During 2025, the Audit Committee held five meetings.

Messrs. Daniels, Hassan and Satvat and Ms. Cook currently serve on the Compensation Committee, which is chaired by Mr. Hassan. All of the members of our Compensation Committee are independent, as defined under and required by Rule 10C-1 of the Exchange Act and the Nasdaq rules. The Compensation Committee’s responsibilities include:

During 2025, the Compensation Committee held four meetings.

Messrs. Satvat and Dachille and Drs. Lo and Valantine currently serve on the Nominating and Corporate Governance Committee, which is chaired by Mr. Satvat. All of the members of our Nominating and Corporate Governance Committee are independent, as defined under and required by current Nasdaq rules. The Nominating and Corporate Governance Committee’s responsibilities include:

During 2025, the Nominating and Corporate Governance Committee held three meetings.

Dr. Homcy is the Lead Director and Mr. Hassan is the Lead Independent Director on our Board of Directors. We believe that separating the positions of Chief Executive Officer, Lead Director and Lead Independent Director has the potential to allow our Chief Executive Officer to focus on our day-to-day business, while allowing our Lead Director and Lead Independent Director to lead our Board of Directors in its fundamental role of providing advice to and oversight of management. Our Board of Directors recognizes the time, effort and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as a Lead Director or as a Lead Independent Director, particularly as our Board of Directors’ oversight responsibilities continue to grow.

While our Bylaws and corporate governance guidelines do not require that we appoint a separate Chairman of the board or lead independent director and Chief Executive Officer, our Board of Directors believes that having a Chief Executive Officer and separate individuals serving as Lead Director and Lead Independent Director, respectively, provides the appropriate leadership structure for us and demonstrates our commitment to good corporate governance.

The director qualifications developed to date focus on what our Board of Directors believes to be essential competencies to effectively serve on the Board of Directors. The Nominating and Corporate Governance Committee must reassess such criteria from time to time and submit any proposed changes to the Board of Directors for approval. Presently, at a minimum, the Nominating and Corporate Governance Committee must be satisfied that each nominee it recommends (i) has experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing, (ii) is highly accomplished in his or her respective field, with superior credentials and recognition, (iii) is well regarded in the community and has a long-term reputation for high ethical and moral standards, (iv) has sufficient time and availability to devote to the affairs of the Company, particularly in light of the number of boards of directors on which such nominee may serve, and (v) to the extent such nominee serves or has previously served on other boards, the nominee has a demonstrated history of actively contributing at board meetings.

In addition to those minimum qualifications, the Nominating and Corporate Governance Committee recommends that our Board of Directors select persons for nomination to help ensure that:

In addition to other standards the Nominating and Corporate Governance Committee may deem appropriate from time to time for the overall structure and compensation of the Board of Directors, the Nominating and Corporate Governance Committee may consider the following factors when recommending that our Board of Directors select persons for nomination:

Although the Nominating and Corporate Governance Committee may consider whether nominees assist in achieving a mix of Board members that represents a diversity of background and experience, which is not only limited to race, gender or national origin, we have no formal policy regarding board diversity.

The Nominating and Corporate Governance Committee adheres to the following process for identifying and evaluating nominees for the Board of Directors. First, it solicits recommendations for nominees from non-management directors, our Chief Executive Officer, other executive officers, third-party search firms or any other source it deems appropriate. The Nominating and Corporate Governance Committee then reviews and evaluates the qualifications of proposed nominees and conducts inquiries it deems appropriate; all proposed nominees are evaluated in the same manner, regardless of who initially recommended such nominee. In reviewing and evaluating proposed nominees, the Nominating and Corporate Governance Committee may consider, in addition to the minimum qualifications and other criteria for Board membership approved by our Board of Directors from time to time, all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the proposed nominee, his or her depth and breadth of business experience or other background characteristics, his or her independence and the needs of the Board.

If the Nominating and Corporate Governance Committee decides to retain a third-party search firm to identify proposed nominees, it has authority to retain and terminate such firm and to approve any such firm’s fees and other retention terms.

Each nominee for election as director at the 2026 Annual Meeting is recommended by the Nominating and Corporate Governance Committee and is presently a director and standing for election by the stockholders. From time to time, the Company may pay fees to third-party search firms to assist in identifying and evaluating potential nominees, although no such fees have been paid in connection with nominations to be acted upon at the 2026 Annual Meeting.

Pursuant to our Bylaws, stockholders who wish to nominate persons for election to the Board of Directors at an annual meeting must be a stockholder of record at the time of giving the notice, entitled to vote at the meeting, present (in person or by proxy) at the meeting and must comply with the notice procedures in our Bylaws. A stockholder’s notice of nomination to be made at an annual meeting must be delivered to our principal executive offices not less than 90 days nor more than 120 days before the anniversary date of the immediately preceding annual meeting. However, if an annual meeting is more than 30 days before or more than 60 days after such anniversary date, the notice must be delivered no later than the later of the 90^th day prior to such annual meeting or the 10^th day following the day on which the first public announcement of the date of such annual meeting was made. A stockholder’s notice of nomination may not be made at a special meeting unless such special meeting is held in lieu of an annual meeting. The stockholder’s notice must include the following information for the person making the nomination:

With respect to proposed director nominees, the stockholder’s notice must include all information required to be disclosed in a proxy statement in connection with a contested election of directors or otherwise required pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected).

For matters other than the election of directors, the stockholder’s notice must also include a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of the stockholder(s) proposing the business.

The stockholder’s notice must be updated and supplemented, if necessary, so that the information required to be provided in the notice is true and correct as of the record date for the meeting and as of the date that is ten business days prior to the meeting.

The Board of Directors, a designated committee thereof or the chair of the meeting will determine if the procedures in our Bylaws have been followed, and if not, declare that the proposal or nomination be disregarded.

The nominee must be willing to provide any other information reasonably requested by the Nominating and Corporate Governance Committee in connection with its evaluation of the nominee’s independence. There have been no material changes to the process by which stockholders may recommend nominees to our Board of Directors.

Stockholders may send correspondence to the Board of Directors at our principal executive offices at the address set forth above. The Company will forward all correspondence addressed to the Board of Directors or any individual Board member. Stockholders may also communicate online with our Board of Directors as a group by accessing our website (https://bridgebio.com) and selecting the “Investors” tab and “Contact IR.”

Directors are encouraged to attend the Annual Meeting. Nine of our directors then serving on our Board of Directors attended our 2025 annual meeting of stockholders.

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We have posted a current copy of the code on the “Governance Documents” section of the “Governance” section of our website, which is located at https://investor.bridgebio.com. In addition, we intend to post on our website all disclosures that are required by law or Nasdaq listing standards concerning any amendments to, or waivers from, any provision of the code.

During 2025, the members of our Compensation Committee included Messrs. Daniels, Hassan and Satvat. None of the members of our Compensation Committee was an officer or employee of the Company while serving on the Compensation Committee during 2025, a former officer of the Company, or had any other relationships with us requiring disclosure herein, except that Mr. Satvat serves as a Partner of Kohlberg Kravis Roberts & Co. L.P., which is an affiliate of KKR Genetic Disorder L.P., a holder of more than 5% of our outstanding common stock. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.

Our Amended and Restated Director Compensation Policy (the “2025 Policy”) in effect for the 2025 fiscal year was approved by our stockholders on December 15, 2021, and was applicable from January 1, 2022 through December 31, 2025.

In 2025, all of our directors who were not serving as our Chief Executive Officer were eligible to receive the following cash retainers and equity awards pursuant to the 2025 Policy:

Effective December 11, 2025, our Board of Directors adopted a further Amended and Restated Director Compensation Policy (the “Amended Policy”), which will remain in effect from January 1, 2026 until amended or terminated by our Board of Directors.

Under the Amended Policy, our directors (other than our Chief Executive Officer) are eligible to receive the following cash retainers and equity awards:

The 2025 Policy (as well as the Amended Policy) provides that each Outside Director would receive a cash retainer in the amount of $50,000 for general availability and participation in meetings and conference calls of our Board of Directors. No additional compensation would be paid for attending individual Board meetings, serving on committees of the Board of Directors or attending committee meetings. With respect to directors who join the Board of Directors during the calendar year, such amounts are expected to be pro-rated based on the number of calendar days served by such director.

The 2025 Policy provides that, upon initial election to our Board of Directors, each Outside Director would receive an initial, one-time grant of a non-statutory stock option with a value of $1,200,000 (changed to $345,000 under the Amended Policy), with an exercise price per share equal to the closing price of a share of our common stock on the

date of grant and a term of ten years. Under the Amended Policy, beginning in 2026, we will also provide Outside Directors with an initial, one-time grant of restricted stock units with a value of $345,000. The initial equity award grant(s) will vest in three equal annual installments over three years; provided, however, that all vesting ceases if the director resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting (the “Initial Grant”).

In addition, the 2025 Policy provides that, on the date of each of our annual meetings of stockholders, each Outside Director who would continue as a member of our Board of Directors following such annual meeting and who had not received an Initial Grant in the same calendar year would receive (i) a grant of a non-statutory stock option on the date of such annual meeting with a value of $275,000 (changed to $230,000 under the Amended Policy), with an exercise price per share equal to the closing price of a share of our common stock on the date of grant and a term of ten years, and (ii) a grant of restricted stock units on the date of such annual meeting with a value of $275,000 (changed to $230,000 under the Amended Policy), each of which will vest in three equal annual installments over three years; provided, however, that all vesting ceases if the director resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting (the “Annual Grant”).

The Initial Grants and Annual Grants are subject to full accelerated vesting upon a “sale event,” as defined in the 2021 Amended and Restated BridgeBio Pharma, Inc. Stock Option and Incentive Plan (as amended from time to time, the “2021 Plan”).

Under the 2025 Policy and the Amended Policy, “value” is defined as: (i) with respect to any award of stock options, the grant date fair value of the option (i.e., Black-Scholes value) determined in accordance with the reasonable assumptions and methodologies employed by us for calculating the fair value of options under ASC 718 (or any successor provision); and (ii) with respect to any award of restricted stock and restricted stock units, the product of (A) the closing price of a share our common stock on the date of grant (and in all events calculated consistent with calculating the fair value of stock awards under ASC 718 or its successor provision), and (B) the aggregate number of shares subject to such award.

The 2025 Policy (as well as the Amended Policy) also provides that the aggregate amount of compensation, including both equity compensation and cash compensation, (i) awarded to any Outside Director in any calendar year shall not exceed $1,250,000 (or such other limits as may be set forth in the 2021 Plan or any similar provision of a successor plan), and (ii) awarded to any Outside Director for calendar years subsequent to the calendar year in which an Outside Director is first elected to the Board of Directors would not exceed $600,000 (or such other limit as may be set forth in the 2021 Plan or any similar provision of a successor plan).

Our Chief Executive Officer received no additional compensation for his service as a director.

We reimburse all reasonable out-of-pocket expenses incurred by our Outside Directors for their attendance at meetings of our Board of Directors or any committee thereof.

The following table presents the total compensation for each person who served as an Outside Director during the year ended December 31, 2025, pursuant to the 2025 Policy. The compensation received by Dr. Kumar as Chief Executive Officer and as a named executive officer (“NEO”) is presented in “Executive Compensation—2025 Summary Compensation Table” below.

Note: Amounts may not total due to rounding.

The three (3) nominees are elected by a plurality of the votes properly cast and will serve until the date of the annual meeting of stockholders following the year ending December 31, 2028, and until their successors are duly elected and qualified, or until such director’s earlier death, resignation or removal. If a quorum is present, the three (3) director nominees receiving the highest number of “FOR” votes, submitted virtually at the Annual Meeting or by proxy, will be elected as directors. If nominees are unopposed, election requires only a single “FOR” vote. Votes withheld and broker non-votes will have no effect on the vote for this proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF THE THREE (3) DIRECTOR NOMINEES LISTED ABOVE.

The following is information for our executive officers, as of March 31, 2026.

Biographical information for Neil Kumar, Ph.D. is included above with the director biographies under the caption “Current Directors.”

Thomas Trimarchi, Ph.D. has served as our President and Chief Financial Officer since March 2025. Dr. Trimarchi previously served as our President and Chief Operating Officer from July 2024 to March 2025 and Chief Product Officer from January 2022 to July 2024. Between April 2018 and January 2022, Dr. Trimarchi served in various roles of increasing responsibility at the Company including Director, Portfolio Intelligence, Vice President of Product and Senior Vice President of Product. He has also served on the board of directors of our subsidiary, ML Bio Solutions, Inc. since November 2021. Prior to joining BridgeBio, Dr. Trimarchi worked in corporate strategy at Regeneron Pharmaceuticals, Inc. (Nasdaq: REGN) from 2017 to 2018. From 2015 to 2017, Dr. Trimarchi was an equity analyst in the Global Investment Research division at Goldman Sachs (NYSE: GS). Dr. Trimarchi received a B.S. in Biology from the University of Vermont and a Ph.D. in Molecular Oncology and Immunology, Cell and Molecular Biology from NYU Grossman School of Medicine.

The following Compensation Discussion and Analysis (“CD&A”) describes the philosophy, objectives, and structure of our 2025 executive compensation program, and includes discussion and background information regarding the compensation of our NEOs listed below. This CD&A is intended to be read in conjunction with the tables immediately following this section, which provide further historical compensation information.

BridgeBio Pharma, Inc. is a commercial-stage, multi-product biopharmaceutical company organized around a portfolio operating model to discover, develop, and deliver medicines for patients with genetic diseases. We seek to translate advances in genetic science into therapies for patient populations with significant unmet medical needs. Since our founding 10 years ago, we have advanced multiple programs from discovery through regulatory approval and commercialization. To date, more than 8,500 patients have been treated with our approved medicines, and we have obtained U.S. Food and Drug Administration (the “FDA”) approval for three products. We believe our decentralized hub and spoke model enables us to achieve clinical proof-of-concept with speed and efficiency, demonstrated by an average investment per program of less than $40.0 million to proof-of-concept data and less than $10.0 million to reach Investigational New Drug (“IND”) submission. This efficiency allows us to work on a broad range of scientifically compelling therapies, including programs for underserved conditions which more traditional biopharmaceutical models might leave on the shelf but we believe can be developed on a Net Present Value-positive basis in our portfolio. In addition to our commercial products led by Attruby, we plan to pursue regulatory submissions for several advanced product candidates, including therapies for achondroplasia, limb-girdle muscular dystrophy type 2I/R9, and autosomal dominant hypocalcemia type 1, which have all recently released positive Phase 3 data. Since inception, we have generated 19 IND submissions and contributed to more than 70 peer-reviewed scientific publications, reflecting our continued focus on advancing the understanding and treatment of genetic diseases.

Consistent with our “pay for performance” philosophy, we continue to set executive compensation so that a significant portion is based on “at-risk” payments to maintain alignment between the interests of our executive officers and stockholders. Almost all compensation was “at risk” for our senior executives, including our NEOs.

We continue to reward our NEOs with competitive compensation packages that we believe directly align pay and pay outcomes with performance. The caliber of our performance in the areas of research, clinical, regulatory, and commercial milestones drives our compensation structure, specifically the degree to which our NEOs are granted equity awards and earn cash bonuses. Our Compensation Committee regularly examines our compensation program both from a design and pay outcome perspective. In line with our corporate performance in 2025, the Compensation Committee considered how our incentives provided appropriate levels of compensation given our performance and growth stage. In 2025, we set 93% of our CEO and 88% of our CFO compensation at risk in the form of performance-based bonuses and time and performance-based equity awards to align the interests of our NEOs and stockholders. Our Former CFO is not included below because his employment with us ended prior to our compensation setting process for 2025.

 

 

Key decisions impacting 2025 “at risk” NEO compensation included:

At the 2025 Annual Meeting of stockholders, our stockholders cast non-binding, advisory votes on the compensation of our NEOs, commonly referred to as a “say-on-pay” vote. Approximately 75% of the votes cast by our stockholders on the matter were in favor of our 2024 compensation program. Following our 2025 Annual Meeting, the Compensation Committee oversaw a targeted outreach effort to our top 28 stockholders, representing approximately 57.96% of shares outstanding (as of February 10, 2026). We held discussions with stockholders representing approximately 16.87% of shares outstanding (as of February 10, 2026) and received additional confirmations that several investors had no concerns or did not see a need to engage. Our calls with stockholders were initiated by our Chief Legal Officer, Chief People Officer, and Head of Investor Relations, and included certain members of our Board if available and/or requested.

During these recent discussions, and among many viewpoints shared, our stockholders expressed certain concerns, including concerns with the use of one-time equity awards, the magnitude of increase of base salary, and the lack of stock ownership guidelines. In response to the feedback from the stockholder engagement and conversations with our compensation consultant, our Compensation Committee reassessed the compensation package for our NEOs. Specifically, for 2025, no special equity awards were granted, PSUs were incorporated into the executive officer compensation packages, the base salary increase for our executives was moderate, and a stock ownership policy was put in place. Further, the introduction of PSUs was meant to align executive compensation with shareholder interests by linking compensation directly to the performance of the company. While we have addressed many of the concerns raised by our stockholders in the outreach program over time, including the changes to compensation packages discussed herein, we are continually assessing potential actions based on the feedback received during these discussions.

As our stockholders’ views and market practices on executive compensation evolve, the Compensation Committee will continue to evaluate and, when needed, make changes to our executive compensation program, ensuring that the program continues to reflect our pay-for-performance compensation philosophy and objectives.

Furthermore, since we value the opinions of our stockholders, our Board and the Compensation Committee will continue to consider the feedback received throughout the year, including when making compensation decisions for our executive officers in the future.

We will be conducting our annual say-on-pay vote as described in Proposal 2 of this proxy statement at our 2026 Annual Meeting of stockholders. Although we are not required to do so until our annual meeting of stockholders in 2027, we have elected to conduct a say-on-frequency vote as described in Proposal 3 of this proxy statement at our 2026 Annual Meeting of stockholders in order to provide our stockholders with the opportunity to provide their feedback on the frequency of our say-on-pay votes this year. Our Board of Directors and our Compensation Committee will consider the outcome of the say-on-pay vote and the related say-on-frequency vote, as well as feedback received throughout the year, when making compensation decisions for our NEOs in the future.

We believe that small teams of exceptional performers will most effectively achieve our mission. Human performance in creative work follows a pareto distribution, where relatively few top performers drive outsized productivity and value. We maximize return on human capital investment by enabling these small teams to perform with autonomy in a decentralized environment with limited bureaucracy. Our strong operational performance in 2025 and our continued maintenance of a total overhang around the median of our peer group in 2025 reinforce the power of this approach. Specifically, our compensation program is designed to:

Our Compensation Committee is responsible for the executive compensation programs for our executive officers and reports to our Board of Directors on its discussions, decisions, and other actions.

Our Board of Directors, on the recommendation of our Compensation Committee, establishes the annual compensation, including base salaries, performance-based bonuses, and equity awards for our CEO. For our other executive officers, our Compensation Committee solicits and considers evaluations by, and recommendations from, our CEO and either approves or recommends the compensation decisions to our Board of Directors for approval. In the case of our CEO, the evaluation of his performance is conducted by our Board of Directors (outside of the presence of our CEO) upon recommendation from our Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted. For our executive officers, as part of its deliberations, our Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, company stock performance data, analyses of historical executive compensation levels, and current Company-wide compensation levels and recommendations of our Compensation Committee’s independent compensation consultant including analyses of executive compensation paid at other companies identified by the compensation consultant.

Our CEO makes recommendations to our Compensation Committee for the respective “C-suite” officers that report to him and typically attends Compensation Committee meetings. Our CEO makes such recommendations (other than with respect to his own compensation) regarding base salary, and short-term and long-term compensation, including equity awards, for our C-suite officers based on our results, a C-suite officer’s individual contribution toward these results, the C-suite officer’s role, and performance of his or her duties and his or her achievement of individual goals. Our Compensation Committee then reviews the recommendations and other data, including various compensation survey data and publicly-available data of our peers, and either approves or recommends to our Board of Directors for approval the target total direct compensation and each element of compensation. Our Board of Directors, at the recommendation of our Compensation Committee, has also delegated to our CEO the authority to determine and approve the cash and equity compensation payable to employees and consultants of the Company and our subsidiaries who are not “officers” (as defined in Section 16 of the Exchange Act). The aggregate amount of compensation our CEO had the authority to approve in 2025 pursuant to the foregoing delegations did not exceed approximately $142.4 million, and the aggregate number of shares of our common stock issuable pursuant to equity awards that may be granted under the 2021 Plan did not exceed 4,500,000 shares.

While our CEO typically attends Compensation Committee meetings, our Compensation Committee meets outside the presence of our CEO when discussing his compensation and when discussing certain other matters.

Our Compensation Committee is authorized to retain the services of one or more executive compensation advisors, as it determines in its sole discretion, to assist with the establishment, analysis and review of our compensation program, plan design and related policies. In determining the compensation for our executive officers for 2025, our

Compensation Committee engaged the services of Aon’s Talent Solutions practice, a division of Aon plc (Aon) to conduct a review and analysis of our executive and director compensation programs compared with current competitive market practices and a peer group of companies. Aon’s review consisted of an analysis of our director and executive officer compensation levels and practices against prevailing market practices of our identified peer group companies and broader industry trends.

During 2025, in addition to providing executive and director compensation related services to us, which resulted in fees equal to $277,939, Aon provided us with commercial risk and health insurance services totaling $422,232 and talent survey data for the Company and our subsidiaries, totaling $24,220. The decision to engage Aon for commercial risk and health services and talent survey data was approved by management in the ordinary course of business. Because these other services were in the ordinary course of business, the Compensation Committee did not specifically approve such services, although the Compensation Committee is aware of these other services. Aon reported directly to our Compensation Committee in connection with their executive and director compensation related services. Our Compensation Committee has assessed the independence of Aon according to the six factors mandated by SEC and Nasdaq listing standards. After conducting this review and assessment, which included the consideration of any potential conflicts of interest, our Compensation Committee concluded that the engagement of Aon did not raise any conflict of interest and did not adversely affect the independence of our advisors in 2025.

In making 2025 compensation decisions, our Compensation Committee reviewed competitive market data for each NEO’s position, compiled by Aon using Radford compensation survey data and other publicly available data. For this compensation peer group, our Compensation Committee reviewed similar companies with respect to sector, stage of development, and market capitalization that were ultimately chosen based on these characteristics and others including:

Based on the above criteria, Aon proposed and our Compensation Committee approved the following compensation peer group in 2024 which was used as a reference in the Compensation Committee’s deliberations for its 2025 pay decisions:

Our Compensation Committee conducts an annual review of the peer group to ensure that the underlying criteria for peer selection remains appropriate, with the goal of ensuring that we consider companies that have profiles similar to us and removing companies that have been acquired in the interim.

As guidelines for our executive officers, we set target cash compensation, when considering base salary and performance-based bonus opportunities, and long-term incentive compensation, delivered through equity awards, by generally referencing the compensation paid to executives at the companies within our compensation peer group. When evaluating peer group compensation data for NEO compensation decisions, our Compensation Committee reviews the 25^th, 50^th, 75^th, and 90^th percentiles of the competitive market data as reference points. Our Compensation Committee then approves or makes a recommendation to the Board of Directors for NEO compensation based on individual performance, company performance, and satisfaction of its retention objectives.

Our Compensation Committee does not assign relative weights or rankings to these factors and does not consider any single factor as determinative in the compensation of our executive officers.

Our Compensation Committee has developed an executive compensation program that consists of three principal elements.

Overview of Compensation Program Governance

In setting and/or recommending, as applicable, base salaries for our NEOs, our Compensation Committee and Board, as applicable, consider such individual’s qualifications, experience, scope of responsibilities, performance, and competitive market data from other companies for similar positions within the industry. In making decisions regarding base salary increases, we draw upon the experience of members of our Compensation Committee. We also draw upon the expertise of our Compensation Committee’s compensation consultant, which provides comparative compensation data from similarly sized companies in our industry. For 2025, Aon provided us with such comparative compensation data. Our Compensation Committee does not apply specific formulas to determine base salary increases. This strategy is consistent with our intent of offering base salaries that are cost-effective while remaining competitive.

For 2025, our Compensation Committee approved a 2.3% increase for our CFO, and for our CEO, our Board approved an increase of 6.1%, in each case based on an evaluation of third-party market compensation data and recommendations from Aon. The approval by our Compensation Committee and our Board of Directors of the foregoing increases in base salary for our CEO and CFO in 2025 were to align their respective base salaries with those of executives in similar positions within our compensation peer group for 2025. The actual amounts earned by each NEO are reflected in the “2025 Summary Compensation Table” below. Our Former CFO’s 2025 base salary was unchanged from his 2024 base salary, as his employment with us ended prior to our 2025 compensation setting process.

In addition to base salaries, our NEOs are eligible to receive annual performance-based cash bonuses, which are designed to provide appropriate incentives to our executive officers to achieve corporate objectives and individual accomplishments, and to reward our executive officers who significantly impact our results.

Each NEO has a target annual performance-based cash bonus represented as a percentage of base salary, or a target bonus percentage, each of which is set forth below. The target bonus percentages were based on competitive market data from other companies for similar positions within the industry. For 2025, the target bonus percentages of our CEO and CFO remained at 100% and 60%, based on recommendations from Aon as necessary to be competitive with our 2025 compensation peer group. Our Former CFO did not have a target bonus for 2025 because his employment with us ended prior to our 2025 compensation setting process.

Our Compensation Committee and our Board of Directors review our corporate performance and consider whether there have been any other extraordinary factors that should be considered in determining the amount of bonus earned for the year. The actual amount of bonus compensation that is earned by our NEOs is a discretionary determination made by our Board of Directors based on the recommendation of our Compensation Committee. Our Board of Directors believes that it can responsibly discharge its duties by maintaining discretion to evaluate corporate performance at the close of the year based on the totality of the circumstances and exercise the discretion to award

or not award bonus compensation without reliance on rote calculations under set formulas. Payouts of earned bonuses, if any, are generally made in the year following the year of performance, subject to continued employment on the bonus payment date.

For 2025, our Board of Directors determined that we achieved all of our corporate goals, including exceeding Attruby net product revenue targets; achieving positive topline readouts in ADH1 and positive interim analysis results from the Phase 3 FORTIFY study; achieving last patient, last visit for achondroplasia (and a positive topline readout in the first quarter of 2026); retiring senior secured debt; managing expenditures to within our operating budget; and keeping regrettable attrition to below 5%. We had cash, cash equivalents and marketable securities as of December 31, 2025, of $587.5 million as disclosed in our 2025 Annual Report on Form 10-K. We delivered these results while maintaining a total equity overhang around the median of our peer group. Based on our Company’s strong performance in 2025 across commercial launch and clinical programs as well as our broader business success, our Compensation Committee and Board of Directors decided to pay approximately 135% of the target performance bonus to our CEO recognizing his strong individual performance in leading our Company’s achievements in 2025. Our Compensation Committee decided to pay approximately 130% of the target performance bonus to our CFO in the amount of $525,000, recognizing his leadership over a broad range of core service functions that enable our R&D and commercial success.

Our long-term incentive compensation awards are designed to align the interests of our NEOs with the interests of our stockholders. We believe that equity compensation is an integral component of our efforts to attract and retain exceptional executives, senior management, and other employees at this critical point in our trajectory. Equity compensation represents the largest at-risk component of our NEOs’ compensation arrangements, and the total value of equity awarded as well as the split between options, RSUs, and PSUs is recommended by our Compensation Committee to the full Board of Directors, taking into consideration Aon’s recommendation and analysis of our compensation peer group.

In 2025, we introduced PSUs for the first time into our equity program, with grants being made to the members of our executive teams, including our CEO and CFO. We included PSUs as part of our annual equity grant process to offer a new equity vehicle to help further align our executive officers’ interests with those of our stockholders, encourage long-term performance, and create an additional retention tool and incentive for our NEOs. We believe PSUs allow for greater alignment of our executive officers’ performance with shareholder interests, with metrics tied to value inflection points. They are also aligned with peer group and leading governance practices. Consistent with our pay-for-performance philosophy, the number of awardable PSUs can increase or decrease depending on the Company’s performance, and ranges from 0% - 150% of the target number of PSUs granted. The Company must achieve at least one positive top-line readout metric (as described below) to achieve the threshold performance level to be credited PSUs, and any credited PSUs will only vest based on continued service through a specified date. Therefore, there is no guarantee that any PSUs will be credited and/or vest, reinforcing the significant performance-based nature of these awards. Furthermore, the PSUs granted in 2025 allow for greater alignment of our executives’ interests with those of our shareholder, since the positive top-line readout metrics are tied to value inflection points for the Company. Our PSUs are also structured to reflect leading governance practices.

For the 2025 refresh award granted in March 2025, the annual refresh grants were split approximately 50% RSUs, 35% PSUs, and 15% options for our CEO and 80% RSUs and 20% PSUs for our CFO, as recommended by Aon to align with the practices of our peer group.

Subsequent to year-end, in the first quarter of 2026, the performance conditions applicable to these PSUs were achieved. As a result, the awards converted to time-based vesting, subject solely to continued service through the applicable vesting dates.

The following table summarizes the annual equity refresh grants to our NEOs in 2025:

The 2025 annual option grants and the 2025 annual RSU awards vest in equal quarterly installments over a period of four years with the first vesting installment on May 16, 2025, subject to the NEO’s continued service through each vesting date.

The 2025 PSUs vest based on the achievement of both performance- and time-based conditions. First, the number of PSUs that can be credited is based on the Company’s achievement of up to three positive top-line readout metrics, including the achievement of statistical significance on the primary endpoint or a secondary endpoint that justifies proceeding with filing an NDA for in Achondroplasia, ADH1 and LGMD2i, determined over a two-year performance period (i.e., January 1, 2025 through December 31, 2026) with the amount of PSUs credited ranging from 0% to 150% as set forth in the table below (with no linear interpolation between the achievement levels). Any PSUs that are credited will then vest in two equal installments on February 16, 2027 and February 16, 2028, subject to the NEO’s continued service through each applicable vesting date.

In the event of a sale event (as defined in the 2021 Plan) prior to the end of the performance period, the performance period will be truncated with the performance achievement being measured through the sale event date, and the number of PSUs may be credited will be based on actual performance during such truncated performance period. After such determination, any PSUs that are credited will vest as follows: 50% of the such credited PSUs will vest at the closing of such sale event and the remaining 50% will vest on the one-year anniversary of the sale event date, subject to the applicable NEO’s continued service with the Company or its subsidiary through the applicable vesting date; provided, however, if after the sale event date, and prior to the first anniversary of such sale event date, the NEO is terminated (i) due to a sale event termination, then the number of credited PSUs will fully vest, and (ii) for any reason other than due to a sale event termination, the number of credited PSUs will be forfeited and the NEO will no longer have the right to earn any portion of such credited PSUs. Notwithstanding the foregoing, in the event of a sale event where the successor entity does not assume, continue or substitute such PSUs, then the credited PSUs will become fully vested and payable as of the date immediately prior to such sale event, subject to the NEO’s continued service through the closing of such sale event.

Additional details regarding these options, RSUs and PSUs are set forth in the “Grants of Plan-Based Awards for Fiscal Year 2025 Table” and the “Outstanding Equity Awards at 2025 Fiscal Year End Table” below.

Effective in 2025, our Board of Directors approved stock ownership guidelines for our CEO, other Section 16 officers and non-employee directors. Under these guidelines, directors and officers are encouraged to maintain a significant ownership interest in our company, thereby helping align their interests with those of our stockholders.

The following table summarizes the guidelines for our directors and NEOs as of December 31, 2025:

Compliance with our stock ownership guidelines is based on shares owned outright and not subject to vesting, shares of common stock held through company-sponsored plans (such as a qualified retirement plan or supplemental executive retirement plans), and unvested shares or units subject to time-vesting requirements (including restricted stock and restricted stock units), or, collectively, the Qualifying Shares. Such shares are considered owned shares if held by the covered person, his or her spouse, his or her children, or in trusts for the benefit of such individuals; shares in which the covered person has a direct or indirect pecuniary interest as determined pursuant to Rule 16a-1(a)(2) under the Exchange Act. It does not include performance-based equity awards for which performance criteria has not been met or vested or unvested stock options. The value of stock owned is calculated using the average closing price of our common stock over the 30-day trading period prior to July 1 of each year (the “Measurement Date”). Once a covered person has met the stock ownership guideline as of any Measurement Date, such covered person shall be deemed to remain compliant notwithstanding any change in the value of his or her shares which would otherwise make such covered person non-compliant; provided that, any such noncompliance is not the result of any sale or other disposition of shares of common stock (other than the sale, or surrender to the Company, of shares of Common Stock in payment of the exercise price of any equity award or in satisfaction of taxes in connection with vesting or exercise of any equity award).

All of our directors and NEOs were in compliance with our stock ownership guidelines as of the Measurement Date in 2025. Newly appointed or elected directors and newly appointed or hired officers have five years to comply with their specific stock ownership guidelines. Following the phase in period, if a covered person does not satisfy the stock ownership guidelines, then the covered person is expected to thereafter retain at least 50% of the net after-tax shares of common stock acquired by the covered person (whether by stock option exercise, stock award, upon the vesting of RSUs or PSUs, through open market purchases or otherwise), until such time as the covered person satisfies the stock ownership guidelines, measured as of any subsequent date on which the covered person wishes to dispose of shares of common stock.

Our Board of Directors believes these stock ownership guidelines are an important tool in aligning the interests of our executives with the long-term interests of our stockholders. Although the guidelines are not mandatory, our Board of Directors will consider compliance with the guidelines in setting an officer’s compensation and our Board of Directors will consider compliance with the guidelines when making decisions on nominating directors for re-election.

In addition to base salaries, annual performance-based cash bonuses and long-term incentive compensation awards, our employees, including our executive officers, are eligible to receive certain payments and/or benefits upon qualifying terminations of employment from the Company, both in connection with, and unrelated to, a change in control. We consider it essential and in the best interests of our stockholders to foster the continuous employment of our executive officers. Accordingly, we believe that reasonable and competitive post-employment compensation arrangements are an important part of an executive compensation program to attract and retain highly qualified executive officers. Our NEOs are party to offer letters with the Company that provide certain payments and benefits upon a qualified termination event not in connection with a change in control. Our philosophy is that outside of a

change in control context, severance protections are only appropriate in the event an executive officer is involuntarily terminated by us without cause or if the executive voluntarily resigns for good reason, and such protections are only provided upon the executive officer’s execution of an effective release of claims. The Compensation Committee determined that such payments and benefits are necessary to recruit and retain top talent and to align with market norms.

We also believe that the occurrence or potential occurrence of a change in control will create uncertainty regarding the continued employment of our executive officers. In order to encourage them to remain employed with us during an important time when their prospects for continued employment following a change in control transaction are often uncertain, we provide our NEOs, through their offer letters and the Company’s change in control policy, adopted May 9, 2023, as may be amended from time to time (the “CiC Policy”), with the opportunity to receive additional severance protections during a change in control protection period, including certain cash payments, equity acceleration and/or other benefits, subject to the executive officer’s execution of an effective release of claims. The primary purpose of these arrangements is to keep our executive officers focused on pursuing potential corporate transactions that are in the best interests of our stockholders regardless of whether those transactions may impact their own job security. The enhanced severance benefits are “double trigger” because a change in control alone (except, in the case of equity awards, when such awards are not assumed, continued or substituted by the successor in connection with the change in control) cannot trigger such payments and benefits. Rather, such enhanced severance benefits are triggered only if there is a qualifying termination of an NEO’s employment within the change in control protection period. In the case of the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement to protect against the loss of retention value following a change in control of the Company and to avoid windfalls, both of which could occur if vesting of equity-based awards accelerated automatically as a result of the transaction. We believe that the severance benefits provided to our NEOs are appropriate in light of the severance protections available to similarly-situated executive officers at our peer companies and are an important component of each executive officer’s overall compensation as they help us to attract and retain our key executives who could have other job alternatives that may appear to them to be more attractive absent these protections.

For a full description of the severance arrangements applicable to our NEOs, please see “Employment Arrangements with our Named Executive Officers” and “Potential Payments on Termination or Change in Control Table” below.

Our NEOs are eligible to participate in all our employee benefit plans, including our medical, dental, vision, group life and disability insurance plans, in each case on the same basis as our other full-time employees. We pay the premiums for term life insurance and disability insurance for all our employees, including our NEOs. We provide a Section 401(k) retirement savings plan for all our eligible employees, including our NEOs, and make matching contributions, as described in the section below entitled “401(k) Plan.”

We provided limited perquisites to our NEOs in 2025, consisting primarily of commuting expenses and other de minimis personal benefits. We believe that providing such perquisites was appropriate to assist our NEOs in the performance of their duties.

All of our full-time employees in the United States, including our NEOs, are eligible to participate in our Section 401(k) plan, which is a retirement savings defined contribution plan established in accordance with Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”). In 2025, we made matching contributions into the Section 401(k) plan on behalf of participants, matching 100% of participant contributions up to 3% of eligible compensation and 50% of participant contributions above that level up to 5% of eligible compensation. Participant contributions are held and invested, pursuant to the participant’s instructions, by the plan’s trustee.

We have adopted an insider trading policy and implemented procedures governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and the Company itself, that we believe are

reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us. Our insider trading policy expressly prohibits each of our directors, officers (as defined in Section 16 of the Exchange Act) and certain designated employees (“Insiders”) from engaging in any speculative transaction designed to decrease the risks associated with holding our securities, including short sales, hedging or similar transactions. Similarly, we prohibit Insiders from pledging any of our securities as collateral for loans or using our securities as collateral in a margin account.

Our board has adopted a compensation clawback policy, which became effective on October 2, 2023. The clawback policy establishes the circumstances and procedures under which we may recover erroneously awarded incentive-based compensation from our current or former executive officers in accordance with the Nasdaq listing standards and Rule 10D-1 under the Exchange Act. Specifically, we may recover erroneously awarded incentive-based compensation (including cash or equity compensation) from our current or former executive officers under certain circumstances if we are required to restate our financial results due to material noncompliance with any financial reporting requirement under the securities laws. The policy is administered by our Compensation Committee, while our Board of Directors has exclusive authority to authorize the preparation of a financial restatement, unless otherwise mandated by a court or regulatory entity. The full text of the clawback policy was included as Exhibit 97 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

We account for share-based compensation in accordance with the requirements of FASB ASC Topic 718. The application of this standard has not significantly affected the executive compensation decisions of the Compensation Committee and the Board of Directors.

The Compensation Committee takes into consideration the tax consequences of compensation to our NEOs, but tax considerations are not a significant part of our executive compensation policy which limits the deductibility of certain compensation to highly compensated executives. To maintain flexibility to compensate our executive officers in a manner designed to promote our short-and long-term corporate goals, the Compensation Committee and Board have not adopted a policy that all compensation must be deductible. The Compensation Committee and Board believe that our stockholders’ interests are best served if their discretion and flexibility in awarding compensation are not restricted in order to allow such compensation to be consistent with the goals of our executive compensation program, even though some compensation awards may result in non-deductible compensation expenses. Consequently, the Compensation Committee and/or Board will not necessarily limit executive compensation to that which is or may be deductible under Section 162(m) of the Code.

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for the Annual Meeting and incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Compensation Committee

The following table provides information regarding the total compensation awarded to, earned by, and paid to our NEOs for services rendered to us in all capacities for the years ended as set forth below.

The following table sets forth the individual awards made to each of our NEOs during 2025. For a description of the types of awards indicated below, please see our “Compensation Discussion and Analysis” above.

The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2025: