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  4. [8-K] BridgeBio Pharma, Inc. Reports Material Event

BridgeBio Pharma (NASDAQ: BBIO) launches $500M at-the-market stock program

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

BridgeBio Pharma, Inc. entered into a new Equity Distribution Agreement with Goldman Sachs & Co. LLC and Leerink Partners LLC to establish an at-the-market stock offering program. The company may sell, at its discretion, shares of common stock with an aggregate offering price of up to $500,000,000 through these sales agents on Nasdaq or other existing markets.

The sales agents will use commercially reasonable efforts on a best efforts basis, and BridgeBio will pay them a commission of up to 3.0% of gross proceeds on any shares sold. In connection with the new arrangement, BridgeBio and the agents agreed to terminate their prior Equity Distribution Agreement dated May 4, 2023, effective May 7, 2026.

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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 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
ATM program size $500,000,000 Aggregate offering price of common stock under at-the-market program
Sales agent commission 3.0% of gross proceeds Maximum commission payable on Placement Shares sold
Registration statement form Form S-3ASR Filed under Rule 415 of the Securities Act on May 7, 2026
New agreement date May 7, 2026 Date of new Equity Distribution Agreement with sales agents
Prior agreement date May 4, 2023 Earlier Equity Distribution Agreement terminated effective May 7, 2026
at-the-market offering financial
"with respect to an “at-the-market” offering program under which the Company may issue and sell"
An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.
Equity Distribution Agreement financial
"the Company entered into an Equity Distribution Agreement (the “Agreement”) with Goldman Sachs & Co. LLC"
An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.
Form S-3ASR regulatory
"filed a registration statement on Form S-3ASR (File No.: 333-295678)"
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.
Rule 415 of the Securities Act regulatory
"under Rule 415 of the Securities Act of 1933, as amended"
forward-looking statements regulatory
"all such statements are forward-looking, and are made pursuant to the safe-harbor provisions"
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.
Understanding 8-K Material Events →

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): May 7, 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.)
         
3160 Porter Dr., Suite 250
  
Palo Alto, CA
  
94304
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code: (650) 391-9740
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:
☐   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, par value $0.001 per share
  
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 May 7, 2026, BridgeBio Pharma, Inc. (the “Company”) filed a registration statement on Form S-3ASR (File No.: 333-295678, the “Registration Statement”) under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”) with the Securities and Exchange Commission.
In addition, on May 7, 2026, the Company entered into an Equity Distribution Agreement (the “Agreement”) with Goldman Sachs & Co. LLC (“Goldman Sachs”) and Leerink Partners LLC (“Leerink Partners”, and together with Goldman Sachs, the “Sales Agents”) with respect to an “at-the-market” offering program under which the Company may issue and sell, from time to time at its sole discretion and pursuant to a prospectus supplement, shares of its common stock, par value $0.001 per share (“Common Stock”), having an aggregate offering price of up to $500,000,000 (the “Placement Shares”), through the Sales Agents. The issuance and sale, if any, of the Placement Shares may be by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act, including, without limitation, sales made directly on the Nasdaq Global Select Market (“Nasdaq”), or on any other existing trading market for the Common Stock.
The Company is not obligated to make any sales of Common Stock, and the Sales Agents are not required to sell any specific number or dollar amount of shares of the Common Stock, under the Agreement. The Company or the Sales Agents may suspend or terminate the offering of Placement Shares upon notice to the other party and subject to other conditions.
Subject to the Company’s request to sell Placement Shares, the Sales Agents will act on a best efforts basis and use commercially reasonable efforts to sell on the Company’s behalf, from time to time consistent with its normal sales practices and applicable state and federal laws, rules and regulations and Nasdaq rules, such Placement Shares based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay the Sales Agents a commission of up to 3.0 percent (3.0%) of the gross proceeds of any Placement Shares sold through the Sales Agents under the Agreement, and also has provided the Sales Agents with customary indemnification and contribution rights.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 1.1 and incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 1.02      Termination of a Material Definitive Agreement
On May 7, 2026, in connection with entering into the Agreement, the Company agreed with Goldman Sachs and Leerink Partners (formerly known as SVB Securities LLC), to terminate that certain Equity Distribution Agreement, dated May 4, 2023, by and among the Company, Goldman Sachs and Leerink Partners, effective as of May 7, 2026.

Forward-Looking Statements

To the extent that statements in this Current Report on Form 8-K are not strictly historical, all such statements are forward-looking, and are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. The terms “expect,” “anticipate,” “believe,” “estimate,” “project,” “may,” “plan,” “will,” “would,” “should” and “intend,” and other words or phrases of similar import are intended to identify forward-looking statements. These forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual future experience and results to differ materially from the statements made. These statements are based on the Company’s current beliefs and expectations as to such future outcomes. For a discussion of other risks and uncertainties which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other reports filed with the Securities and Exchange Commission. The Company cautions readers not to place undue reliance upon any forward-looking statements as the statements in this current report on Form 8-K are valid only as of the date hereof and disclaims any obligation to update this information, except as may be required by law. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements.
Item 9.01      Financial Statements and Exhibits.
(d) Exhibits  

     
Exhibit
No.
 
Description
   
1.1
 
Equity Distribution Agreement dated May 7, 2026 by and among BridgeBio Pharma, Inc., Goldman Sachs & Co. LLC and Leerink Partners LLC (incorporated by reference to Exhibit 1.2 to the Registration Statement on Form S-3ASR (File No.: 333-295678).
   
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 

SIGNATURES
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:
May 8, 2026
By:
/s/ Thomas Trimarchi
     
Thomas Trimarchi, Ph.D.
President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What capital raising program did BridgeBio Pharma (BBIO) announce?

BridgeBio Pharma established an at-the-market stock offering program allowing it to sell common shares with an aggregate offering price of up to $500,000,000. Sales may occur from time to time at the company’s discretion through designated sales agents on Nasdaq or other existing markets.

Which banks are acting as sales agents in BridgeBio Pharma’s (BBIO) ATM?

Goldman Sachs & Co. LLC and Leerink Partners LLC will act as sales agents under BridgeBio Pharma’s at-the-market offering program. They will use commercially reasonable efforts on a best efforts basis to sell common stock according to the company’s instructions and applicable market rules.

How much commission will BridgeBio Pharma (BBIO) pay on ATM sales?

BridgeBio Pharma agreed to pay the sales agents a commission of up to 3.0% of the gross proceeds from any common stock sold under the at-the-market program. The company also provided the agents with customary indemnification and contribution rights under the Equity Distribution Agreement.

Is BridgeBio Pharma (BBIO) required to sell shares under this ATM agreement?

BridgeBio Pharma is not obligated to sell any specific number or dollar amount of common shares under the at-the-market program. Both the company and the sales agents may suspend or terminate the offering of shares upon notice to the other party, subject to agreed conditions.

What prior agreement did BridgeBio Pharma (BBIO) terminate on May 7, 2026?

On May 7, 2026, BridgeBio Pharma agreed with Goldman Sachs and Leerink Partners to terminate their Equity Distribution Agreement dated May 4, 2023. The termination became effective the same day and was made in connection with entering into the new Equity Distribution Agreement.

What registration filing supports BridgeBio Pharma’s (BBIO) ATM program?

On May 7, 2026, BridgeBio Pharma filed an automatic shelf registration statement on Form S-3ASR under Rule 415 of the Securities Act. This registration statement supports the company’s ability to issue and sell common stock through the new at-the-market offering program.

Filing Exhibits & Attachments

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