BridgeBio (NASDAQ: BBIO) backer to unload 5M shares—who gets the cash?

Q: What secondary offering did BridgeBio Pharma (BBIO) announce?

BridgeBio Pharma disclosed a secondary public offering of 5,000,000 shares of its common stock by existing shareholder KKR Genetic Disorder L.P. The company itself is not selling shares and this transaction represents a resale by the selling stockholder.

Q: Does BridgeBio Pharma (BBIO) receive proceeds from this secondary offering?

BridgeBio will not receive any proceeds from this secondary offering. All proceeds from the sale of the 5,000,000 shares at $78.00 per share will go to the selling stockholder, KKR Genetic Disorder L.P., rather than to the company.

Q: When is the BBIO secondary offering expected to close?

The offering of 5,000,000 shares by KKR Genetic Disorder L.P. is expected to close on August 17, 2026 , subject to customary closing conditions. The announcement and pricing press releases were issued on August 13 and August 14, 2026, respectively.

Q: Under what registration statement is the BBIO secondary offering being made?

The secondary offering is being made under an automatic shelf registration statement on Form S-3ASR (File No. 333-297701). This shelf registration became effective upon filing on July 24, 2026 and is supplemented by a prospectus supplement dated August 13, 2026.

Q: Who are the joint book-running managers for the BBIO secondary offering?

The offering designates William Blair, Goldman Sachs & Co. LLC and KKR Capital Markets LLC as joint book-running managers. They act as representatives of the several underwriters that will distribute the 5,000,000 shares being sold by the selling stockholder.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

BridgeBio Pharma, Inc. reported that existing shareholder KKR Genetic Disorder L.P. is conducting a secondary public offering of 5,000,000 shares of BridgeBio common stock. An Underwriting Agreement with William Blair & Company, Goldman Sachs & Co. LLC and KKR Capital Markets LLC covers the sale at a public offering price of $78.00 per share. The shares are being sold by the selling stockholder, and BridgeBio is not selling any shares and will not receive any of the proceeds. The offering is being made under an automatic shelf registration statement on Form S-3ASR, with the transaction expected to close on August 17, 2026, subject to customary conditions.

Filing Explained

This filing documents a priced, underwritten resale of 5,000,000 existing shares by KKR at $78 per share, still expected to close on August 17. Because BridgeBio is not selling shares, the disclosed mechanics do not establish an increase in total shares or dilution for existing holders, and the company receives no proceeds.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Secondary shares offered: 5,000,000 shares Offering price per share: $78.00 per share Registration statement file number: File No. 333-297701 +2 more

5 metrics

Secondary shares offered 5,000,000 shares Common stock offered by KKR Genetic Disorder L.P. in secondary offering

Offering price per share $78.00 per share Price to the public for the secondary offering shares

Registration statement file number File No. 333-297701 Automatic shelf registration statement on Form S-3ASR

Shelf effectiveness date July 24, 2026 Date Form S-3ASR automatically became effective

Expected closing date August 17, 2026 Target closing date for the secondary offering, subject to conditions

Key Terms

secondary public offering, automatic shelf registration statement, Form S-3ASR, joint book-running managers, +2 more

6 terms

secondary public offering financial

"announced today the launch of a secondary public offering of 5,000,000 shares"

A secondary public offering is when a company sells additional shares to the public after its initial sale, often to raise more money or allow early investors to cash out. For investors, it can impact the stock's price by increasing the number of shares available, potentially making the stock more or less valuable depending on demand.

automatic shelf registration statement regulatory

"being offered pursuant to an automatic shelf registration statement on Form S-3ASR"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

Form S-3ASR regulatory

"automatic shelf registration statement on Form S-3ASR (File No. 333-297701)"

Form S-3ASR is a type of SEC registration that lets large, well-known public companies pre-register securities so they can be sold quickly when needed, similar to having a pre-approved credit line they can draw on at short notice. For investors, it matters because it signals a company's readiness to raise cash fast, which can affect share supply and price (dilution) and reveal how easily the company can fund growth or handle short-term needs.

joint book-running managers financial

"William Blair, Goldman Sachs & Co. LLC and KKR are acting as joint book-running managers"

Joint book-running managers are the lead banks or financial firms responsible for organizing and overseeing the sale of a large financial offering, such as a company’s stock or bonds. They coordinate efforts to set the price, attract investors, and ensure the offering is successful. Their role is important to investors because they help ensure the offering is well-managed, properly priced, and accessible to a wide range of buyers.

prospectus supplement regulatory

"A prospectus supplement and accompanying prospectus relating to the offering will be filed"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

forward-looking statements regulatory

"This press release contains forward-looking statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Offering Details

secondary

Offering

Offering Type secondary

Price Range $78.00 per share

Use of Proceeds Company is not selling any shares and will not receive any of the proceeds; proceeds go to the selling stockholder.

FAQ

What secondary offering did BridgeBio Pharma (BBIO) announce?

BridgeBio Pharma disclosed a secondary public offering of 5,000,000 shares of its common stock by existing shareholder KKR Genetic Disorder L.P. The company itself is not selling shares and this transaction represents a resale by the selling stockholder.

At what price is the BBIO secondary offering being sold?

The selling stockholder’s shares are being offered at a price to the public of $78.00 per share. This price was set in an Underwriting Agreement with William Blair, Goldman Sachs & Co. LLC and KKR Capital Markets LLC as joint book-running managers.

Does BridgeBio Pharma (BBIO) receive proceeds from this secondary offering?

BridgeBio will not receive any proceeds from this secondary offering. All proceeds from the sale of the 5,000,000 shares at $78.00 per share will go to the selling stockholder, KKR Genetic Disorder L.P., rather than to the company.

When is the BBIO secondary offering expected to close?

The offering of 5,000,000 shares by KKR Genetic Disorder L.P. is expected to close on August 17, 2026, subject to customary closing conditions. The announcement and pricing press releases were issued on August 13 and August 14, 2026, respectively.

Under what registration statement is the BBIO secondary offering being made?

The secondary offering is being made under an automatic shelf registration statement on Form S-3ASR (File No. 333-297701). This shelf registration became effective upon filing on July 24, 2026 and is supplemented by a prospectus supplement dated August 13, 2026.

Who are the joint book-running managers for the BBIO secondary offering?

The offering designates William Blair, Goldman Sachs & Co. LLC and KKR Capital Markets LLC as joint book-running managers. They act as representatives of the several underwriters that will distribute the 5,000,000 shares being sold by the selling stockholder.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 08/17/2026 - 09:05 AM Accepted by SEC EDGAR 08/17/2026 - 09:05 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 17, 2026 (August 13, 2026)

BridgeBio Pharma, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38959	84-1850815
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

421 Kipling Street Palo Alto, CA		94301
(Address of principal executive offices)		(Zip Code)

(650) 391-9740

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock		BBIO		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

On August 13, 2026, BridgeBio Pharma, Inc. (the “Company”) and KKR Genetic Disorder L.P. (the “Selling Stockholder”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with William Blair & Company, L.L.C., Goldman Sachs & Co. LLC and KKR Capital Markets LLC, as the representatives of the several underwriters listed on Schedule I thereto (the “Underwriters”), related to an offering (the “Offering”) of 5,000,000 shares of common stock, par value $0.001 per share (“Shares”), of the Company by the Selling Stockholder at a price to the public of $78.00 per Share. The Company will not receive any of the proceeds from the sale of the Shares being offered by the Selling Stockholder. The sale of the Shares is expected to be completed on August 17, 2026.

The Company made certain customary representations, warranties and covenants concerning the Company and the registration statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3ASR (File No. 333-297701), including the prospectus dated July 24, 2026, as supplemented by a prospectus supplement dated August 13, 2026, filed on August 14, 2026. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any of the Shares.

The foregoing description of certain terms of the Underwriting Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and is incorporated by reference herein. A copy of the opinion of Goodwin Procter LLP, relating to the legality of the Shares being sold by the Selling Stockholder, is filed as Exhibit 5.1 hereto and is incorporated by reference herein.

Item 8.01.

Other Events

On August 13, 2026, the Company issued a press release announcing the launch of the Offering, and on August 14, 2026, the Company issued a press release announcing the pricing of the Offering. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are each incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description

1.1	Underwriting Agreement, dated as of August 13, 2026, by and among the Company, the Selling Stockholder and William Blair & Company, L.L.C., Goldman Sachs & Co. LLC and KKR Capital Markets LLC, as the representatives of the several underwriters listed on Schedule I thereto

5.1	Opinion of Goodwin Procter LLP

23.1	Consent of Goodwin Procter LLP (included in Exhibit 5.1)

99.1	Press release announcing the launch of the Offering, dated August 13, 2026

99.2	Press release announcing the pricing of the Offering, dated August 14, 2026

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BridgeBio Pharma, Inc.

Date: August 17, 2026	/s/ Thomas Trimarchi
	Thomas Trimarchi
	President and Chief Financial Officer

Exhibit 99.1

BridgeBio Pharma Announces Launch of Secondary Offering of Common Stock on Behalf of an Existing Shareholder

PALO ALTO, Calif., August 13, 2026 – BridgeBio Pharma, Inc. (Nasdaq: BBIO) (“BridgeBio”), a commercial-stage, multi-product biopharmaceutical company focused on developing medicines for genetic conditions, announced today the launch of a secondary public offering of 5,000,000 shares of its common stock by the selling stockholder KKR Genetic Disorder L.P. The Company is not selling any shares and will not receive any of the proceeds of the offering.

William Blair, Goldman Sachs & Co. LLC and KKR are acting as joint book-running managers for the proposed offering. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the proposed offering.

The securities described above are being offered pursuant to an automatic shelf registration statement on Form S-3ASR (File No. 333-297701) that was previously filed by the Company with the Securities and Exchange Commission (the “SEC”) and automatically became effective upon filing on July 24, 2026.

A prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov. A copy of the prospectus supplement and accompanying prospectus can be obtained, when available, by contacting William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, Illinois 60606, by telephone at 1-800-621-0687 or by email at prospectus@williamblair.com; Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing Prospectus-ny@ny.email.gs.com; KKR Capital Markets, 30 Hudson Yards, Suite 7500, NY, NY 10001; or by accessing the SEC’s website at www.sec.gov. The final terms of the proposed offering will be disclosed in a final prospectus supplement to be filed with the SEC.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities described above, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About BridgeBio Pharma, Inc.

BridgeBio exists to develop transformative medicines for genetic conditions. Millions of people worldwide living with genetic conditions lack treatment options, often because drug development for small patient populations can be commercially challenging. We aim to bridge the gap between advancements in genetic science and meaningful medicines for underserved patient populations. Our decentralized, hub-and-spoke model is designed for speed, precision, and scalability. Autonomous and empowered teams focus on individual conditions, while a central hub provides the clinical, regulatory, and commercial capabilities needed to bring innovation to market.

BridgeBio Pharma, Inc. Forward-Looking Statements

This press release contains forward-looking statements. Statements in this press release may include statements that are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are usually identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” and variations of such words or similar expressions. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements reflect our current views about our plans, intentions, expectations and strategies, which are based on the information currently available to us and on assumptions we have made.

Although we believe that our plans, intentions, expectations and strategies as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a number of risks, uncertainties and assumptions, including, but not limited to, those risks set forth in the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2025, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 filed with the SEC on August 10, 2026 and our other filings with the SEC. Moreover, we operate in a very competitive and rapidly changing environment in which new risks emerge from time to time. These forward-looking statements are based upon the current expectations and beliefs of our management as of the date of this press release, and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Except as required by applicable law, we assume no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

BridgeBio Media Contact:

Bubba Murarka, Executive Vice President

contact@bridgebio.com

(650)-789-8220

BridgeBio Investor Contact:

Kristen Kelleher, Director of Investor Relations

ir@bridgebio.com

Exhibit 99.2

BridgeBio Pharma Announces Pricing of Oversubscribed Secondary Offering that Diversifies its Institutional Shareholder Base

•

The transaction supports the evolution of the Company’s shareholder base toward further high-quality, long-term ownership

PALO ALTO, Calif., August 14, 2026 – BridgeBio Pharma, Inc. (Nasdaq: BBIO) (“BridgeBio”), a commercial-stage, multi-product biopharmaceutical company focused on developing medicines for genetic conditions, announced today the pricing of a secondary offering of 5,000,000 shares of its common stock by the selling stockholder KKR Genetic Disorder L.P. The Company is not selling any shares and will not receive any of the proceeds of the offering. The offering is expected to close on August 17, 2026, subject to customary closing conditions.

William Blair, Goldman Sachs & Co. LLC and KKR Capital Markets LLC are acting as joint book-running managers for the offering.

A prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov. A copy of the prospectus supplement and accompanying prospectus can be obtained, when available, by contacting William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, Illinois 60606, by telephone at 1-800-621-0687 or by email at prospectus@williamblair.com; Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing Prospectus-ny@ny.email.gs.com; KKR Capital Markets LLC, 30 Hudson Yards, Suite 7500, NY, NY 10001; or by accessing the SEC’s website at www.sec.gov.