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BridgeBio (Nasdaq: BBIO) secures $933.9M in senior convertible preferred equity

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

Rhea-AI Filing Summary

BridgeBio Pharma entered into a $933.9 million preferred equity financing with funds managed by Sixth Street and HealthCare Royalty. The investors bought 933,900 shares of Series A Cumulative Convertible Participating Preferred Stock at $1,000 per share, with Sixth Street providing $800 million and HealthCare Royalty $133.9 million.

The preferred stock carries a 7% annual cumulative dividend on the accrued amount, payable quarterly in cash or by adding to principal, with step-ups over time up to a 17% cap and additional increases upon certain events. It is initially convertible into common stock at $137.79 per share, with an aggregate initial conversion into 6,777,705 common shares, and ranks senior to common stock for dividends and liquidation. The company may force conversion or redeem the preferred after set anniversaries under specified price and return thresholds, while holders gain voting rights on an as-converted basis and significant protective provisions. BridgeBio also agreed to file a resale shelf registration for the underlying common shares and to seek stockholder approval by June 30, 2027, if required for full conversion.

Positive

  • Raised $933.9 million of preferred equity, with capacity up to roughly $1 billion, significantly bolstering BridgeBio’s funding to support present and upcoming product launches.
  • Initial conversion price of $137.79 per share represents a high premium to the cited 30‑day VWAP, limiting immediate dilution relative to current trading levels.

Negative

  • Senior preferred stock with escalating dividends up to 17% adds substantial fixed-return obligations ahead of common stock, increasing the cost of capital over time.
  • Protective rights and covenants for preferred holders, including limits on indebtedness, restricted payments, and junior dividends, may constrain future financial and capital allocation flexibility for common shareholders.

Insights

BridgeBio secures $933.9M in rich-yield, senior convertible preferred equity that materially reshapes its capital structure.

BridgeBio raised $933.9M by issuing 933,900 shares of Series A Cumulative Convertible Participating Preferred Stock at $1,000 per share to Sixth Street and HealthCare Royalty. The agreement also allows up to an additional $66.1M on substantially identical terms, taking the total preferred equity capacity to about $1B.

The preferred pays a cumulative 7.00% dividend on the accumulated amount, with step-ups over time and event-driven increases up to a 17.00% cap. It sits senior to common stock for dividends and liquidation and includes restrictive covenants on additional debt and restricted payments. These features provide substantial downside protection to investors while increasing fixed obligations for the company.

The initial conversion price of $137.79 per share implies 6,777,705 common shares on initial conversion, with a higher conversion price from the fifth anniversary and customary anti-dilution adjustments. Redemption and change-of-control mechanics target at least a 13% internal pre-tax rate of return in certain cases. Overall impact on common shareholders will depend on future performance, conversion, and redemption decisions, but the financing clearly enhances liquidity while adding senior, return-protected capital.

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 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Preferred shares issued 933,900 shares Series A Cumulative Convertible Participating Preferred Stock sold to Purchasers
Aggregate purchase price $933,900,000 Total consideration for preferred equity investment
Per-share issue price $1,000 per share Original Issue Price of Series A preferred stock
Initial dividend rate 7.00% per annum Cumulative dividend on the accumulated amount of preferred
Dividend rate cap 17.00% per annum Maximum dividend rate after scheduled and event-driven step-ups
Initial conversion price $137.79 per share Initial price for converting preferred into common stock
Initial common shares on conversion 6,777,705 shares Aggregate common stock issuable upon initial conversion of preferred
Additional capital right $66,100,000 Optional additional preferred investment right for Sixth Street or affiliates
Series A Cumulative Convertible Participating Preferred Stock financial
"shares of the Company’s Series A Cumulative Convertible Participating Preferred Stock, par value $0.001 per share"
A Series A cumulative convertible participating preferred stock is a class of ownership that sits above common shares in payment order, pays missed dividends before common holders (cumulative), can be switched into common stock (convertible), and can share in remaining proceeds alongside common shareholders after its preference is paid (participating). For investors, it reduces downside risk by giving priority on dividends and liquidation while still allowing upside through conversion and extra participation, but it can dilute common equity and affect returns.
Certificate of Designations regulatory
"subject to adjustment as set forth in the Certificate of Designations"
A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.
Requisite Stockholder Approval regulatory
"the Company has agreed to seek the approval of its stockholders (the “Requisite Stockholder Approval”)"
Registration Rights Agreement financial
"the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
beneficial ownership limitation regulatory
"subject to a beneficial ownership limitation of 19.9%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
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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): July 1, 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

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:

☐
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
 
Investment Agreement and Preferred Stock Terms

On July 1, 2026 (the “Closing Date”), BridgeBio Pharma, Inc. (the “Company”) entered into an Investment Agreement (the “Investment Agreement”) with the purchasers identified therein (collectively, the “Purchasers”), including Chinotto Investments, LLC (the “Sixth Street Purchaser”) and HCRx Investments HoldCo, L.P. (the “HCR Purchaser”), providing for the issuance and sale by the Company to the Purchasers of shares of the Company’s Series A Cumulative Convertible Participating Preferred Stock, par value $0.001 per share (the “Preferred Stock”). Pursuant to the Investment Agreement, the Purchasers purchased an aggregate of 933,900 shares of Preferred Stock (collectively, the “Purchased Shares”) at a purchase price of $1,000 per share, for an aggregate purchase price of $933,900,000, consisting of 800,000 shares purchased by the Sixth Street Purchaser for an aggregate purchase price of $800,000,000 and 133,900 shares purchased by the HCR Purchaser for an aggregate purchase price of $133,900,000. In addition, the Investment Agreement provides the Sixth Street Purchaser or its affiliates the right, subject to approval by the Company’s Board of Directors (the “Board”), to provide additional capital in an amount up to $66,100,000 from time to time in such amounts as the Sixth Street Purchaser may determine, on terms substantially identical to those of the Preferred Stock. The Preferred Stock is convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an initial conversion price of $137.79 per share, subject to adjustment as set forth in the Certificate of Designations (as defined below). The HCR Purchaser is an entity affiliated with Kohlberg Kravis Roberts & Co. L.P., a holder of more than 5% of the Company’s Common Stock and with whom Ali Satvat, a member of the Board, is a partner.
 
The Preferred Stock ranks senior to the Common Stock and each other class or series of the Company’s equity securities with respect to the payment of dividends and rights on liquidation, dissolution or winding up. Holders of the Preferred Stock are entitled to dividends that accrue and accumulate daily, whether or not declared, at a rate of 7.00% per annum on the Accumulated Amount (as defined in the Certificate of Designations) of such shares, payable quarterly in arrears and, at the Company’s option, either in cash or by compounding and adding to the Accumulated Amount. The dividend rate is subject to increase, including (i) by 500 basis points on the seventh anniversary of July 1, 2026 (the “Original Issuance Date”), (ii) by an additional 125 basis points commencing on the eighth anniversary of the Original Issuance Date and at the end of each third month thereafter, up to a dividend rate cap of 17.00% per annum, (iii) by 300 basis points upon the occurrence and during the continuation of a Triggering Event (as defined in the Certificate of Designations) and (iv) by 200 basis points in connection with certain change of control transactions in which the Preferred Stock is not redeemed and remains outstanding. Holders of the Preferred Stock are also entitled to participate in dividends declared or paid on the Common Stock on an as-converted basis, and no dividends may be paid on the Common Stock unless the full participating dividends are paid at the same time to the holders of the Preferred Stock.
 
Holders of the Preferred Stock have the right, at any time and from time to time, to convert their shares of Preferred Stock into shares of Common Stock at the then-effective conversion price, which is initially $137.79 per share and, on and after the fifth anniversary of the Original Issuance Date, $153.10 per share, in each case subject to customary anti-dilution adjustments. On or after the third anniversary of the Original Issuance Date, the Company may, at its option, require conversion of all outstanding shares of Preferred Stock if the Market Price (as defined in the Certificate of Designations) of the Common Stock exceeds 200% of the then-applicable conversion price for at least 20 trading days during any 30 consecutive trading day period, subject to the satisfaction of the Common Stock Liquidity Conditions (as defined in the Certificate of Designations). Prior to receipt of the Requisite Stockholder Approval (as defined below), the number of shares of Common Stock issuable to any one holder upon conversion is subject to a beneficial ownership limitation of 19.9%.
 
At any time following the third anniversary of the Original Issuance Date, the Company may redeem all or any portion of the outstanding shares of Preferred Stock at a redemption price per share equal to the greater of (i) the as-converted value of such share based on the Market Price of the Common Stock, (ii) 120% of the Original Issue Price (as defined in the Certificate of Designations) plus the accrued balance of the Preferred Stock, which percentage increases to 125% following the fourth anniversary of the Original Issuance Date and by an additional 5% on each subsequent anniversary, up to a maximum of 140%, and (iii) if either (A) the Company has not paid cash dividends on the Preferred Stock for more than eight quarters prior to the redemption date or (B) the redemption occurs on or after the seventh anniversary of the Original Issuance Date, an amount sufficient to generate a 13% internal pre-tax rate of return on such share. In the event of a Change of Control (as defined in the Certificate of Designations), the Company (or its successor or an affiliate thereof) has the option to purchase all, but not less than all, of the outstanding shares of Preferred Stock at a price per share, payable in cash, equal to the greatest as of the date of such purchase among (i) 120% of the Original Issue Price plus the accrued balance of the Preferred Stock, which percentage increases to 125% immediately following the fourth anniversary of the Original Issuance Date and by an additional 5% on each subsequent anniversary thereafter, up to a maximum of 140%, (ii) an amount sufficient to generate a 13% internal pre-tax rate of return on such share and (iii) the amount a holder would have received had such shares of Preferred Stock, immediately prior to such Liquidation Event, been converted into shares of Common Stock immediately prior to such Change of Control. The Preferred Stock is not redeemable at the option of the holders.
 
Holders of the Preferred Stock generally are entitled to vote with the holders of the Common Stock on an as-converted basis on all matters submitted to a vote of the Company’s stockholders, voting together as a single class, subject to the beneficial ownership and other limitations set forth in the Certificate of Designations. In addition, the approval of the holders of a majority of the outstanding shares of Preferred Stock, voting as a separate class, is required for the Company to take certain actions, including amending its organizational documents or the Certificate of Designations in a manner that adversely affects the Preferred Stock, authorizing, creating or issuing any senior or parity equity securities, and increasing or decreasing the authorized number of shares of Preferred Stock or issuing additional shares of Preferred Stock.
 
The Investment Agreement contains customary representations, warranties, covenants and indemnification obligations of the parties. The covenants include, among other things, limitations on the Company’s ability, without the consent of the holders of a majority of the outstanding Preferred Stock and for so long as any Preferred Stock is outstanding, to incur certain indebtedness and to make certain restricted payments, in each case subject to the terms and exceptions set forth in the Investment Agreement. The Investment Agreement also imposes restrictions on the transfer of the Purchased Shares, including customary prohibitions on transfers (other than to affiliates) without the Company’s consent, and a prohibition on transfers to certain prohibited transferees. The representations, warranties and covenants contained in the Investment Agreement (i) were made only for purposes of such agreement, except as set forth in the Certificate of Designations, (ii) were made as of specific dates, (iii) were solely for the benefit of the parties to such agreement, except (A) with respect to indemnification obligations of the parties and (B) (x) that each Purchaser’s affiliates are express third party beneficiaries of the covenants to the Investment Agreement and (y) any holders of the Preferred Stock are express third party beneficiaries of the covenants with respect to incurrence of certain indebtedness and making of certain restricted payments and (iv) may be subject to limitations agreed upon by the contracting parties.
 
If required by the applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”) to permit the conversion of all shares of Preferred Stock into Common Stock without giving effect to the limitations on conversion set forth in the Certificate of Designations, the Company has agreed to seek the approval of its stockholders (the “Requisite Stockholder Approval”) at its 2027 annual meeting of stockholders or, if such meeting is not held by June 30, 2027, at a special meeting of stockholders to be held no later than June 30, 2027.
 
The foregoing descriptions of the Investment Agreement and the Certificate of Designations do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Investment Agreement and the Certificate of Designations, which are filed as Exhibits 10.1 and 3.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
 
Registration Rights Agreement
 
In connection with the Investment Agreement, on the Closing Date, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers, pursuant to which the Company agreed to file a resale shelf registration statement covering the shares of Common Stock issuable upon conversion of the Preferred Stock, subject to customary conditions and limitations set forth therein. The foregoing description of the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 3.02.
Unregistered Sales of Equity Securities.
 
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Purchased Shares are initially convertible for an aggregate of 6,777,705 shares of Common Stock, subject customary anti-dilution adjustment provisions and the terms of the Certificate of Designations described above.

The issuance and sale of the Preferred Stock was made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) thereof. Any shares of Common Stock that may be issued upon conversion of the Preferred Stock will be issued in reliance upon Section 3(a)(9) of the Securities Act. Each Purchaser represented to the Company that it is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Preferred Stock was being acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof.

Item 3.03.
Material Modification to Rights of Security Holders.
 
The information set forth in Item 1.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. Upon the issuance of the Preferred Stock, the rights of the holders of Common Stock became subject to, and may be adversely affected by, the rights, preferences and privileges of the holders of the Preferred Stock set forth in the Certificate of Designations, including with respect to the payment of dividends and the distribution of assets upon a liquidation, dissolution or winding up of the Company, and the Company’s ability to declare or pay dividends on, or to repurchase or redeem, shares of Common Stock and other junior securities became subject to the restrictions set forth in the Certificate of Designations.

Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
The information set forth in Item 1.01 and Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. In connection with the issuance of the Preferred Stock, on the Closing Date, the Company filed a Certificate of Designations, Preferences and Rights of Series A Cumulative Convertible Participating Preferred Stock (the “Certificate of Designations”) with the Secretary of State of the State of Delaware, establishing the designations, powers, preferences and rights, and the qualifications, limitations and restrictions, of the Preferred Stock. The Certificate of Designations became effective upon filing. The foregoing description of the Certificate of Designations does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Certificate of Designations, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01.
Regulation FD Disclosure.
 
On July 1, 2026, the Company issued a press release announcing the transactions described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.
Financial Statements and Exhibits.
 
(d) Exhibits

Exhibit
Number
  
Description
     
3.1
  
Certificate of Designations, Preferences and Rights of Series A Cumulative Convertible Participating Preferred Stock of BridgeBio Pharma, Inc.
     
10.1*†
  
Investment Agreement, dated as of July 1, 2026, by and among BridgeBio Pharma, Inc. and the Purchasers identified therein.
     
10.2*
  
Registration Rights Agreement, dated as of July 1, 2026, by and among BridgeBio Pharma, Inc. and the Purchasers identified therein.
     
99.1
  
Press Release of BridgeBio Pharma, Inc., dated July 1, 2026.
     
104
  
Cover page interactive data file (embedded within the inline XBRL document).

*Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).

 †Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit in accordance with the rules of the Securities and Exchange Commission because such information (i) is not material and (ii) is the type that the registrant treats as private or confidential.

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:
July 2, 2026
By:
/s/ Neil Kumar
     
Name: Neil Kumar
Title: Chief Executive Officer

 
Exhibit 99.1

BridgeBio Raises $1 Billion in Preferred Equity to Accelerate Present and Upcoming Launches

- Preferred equity investment led by Sixth Street and with participation from HealthCare Royalty, a business of KKR, with an initial conversion price of approximately $138 per share (more than 100% premium to Company’s 30-day VWAP)

- The financing significantly strengthens the Company’s balance sheet, enabling it to efficiently allocate capital across its highest return opportunities

- The financing comes at a pivotal moment for the Company, as Attruby® continues to grow into a multi-billion-dollar blockbuster drug, and as BridgeBio prepares for three additional potential blockbuster U.S. product launches over the next 12 months across BBP-418 for LGMD2I/R9, encaleret for ADH1, and infigratinib for achondroplasia

PALO ALTO, Calif., July 1, 2026 (GLOBE NEWSWIRE) -- BridgeBio Pharma, Inc. (Nasdaq: BBIO) (“BridgeBio” or the “Company”), a commercial-stage, multi-product biopharmaceutical company focused on developing medicines for genetic conditions, today announced that it has entered into an agreement with funds managed by Sixth Street (“Sixth Street”) and funds managed by HealthCare Royalty, a business of KKR  (“HCRx” and, together with Sixth Street, the “Purchasers”) under which the Purchasers have invested up to $1 billion in newly issued convertible preferred equity of the Company.

The Series A Cumulative Convertible Participating Preferred Stock has the following principal terms:

 •
7.00% initial dividend, payable in kind or in cash at the Company’s election

•
Initial conversion price of $137.79 per share (more than 100% premium to BridgeBio’s 30-day volume-weighted average price), increasing to $153.10 per share (more than 125% premium) from the fifth anniversary

•
Permanent equity with no scheduled maturity and no redemption at the holder’s option

•
BridgeBio may redeem the preferred stock for cash or, in certain circumstances, convert it into common stock, in each case on the terms set forth in the definitive agreements

Sixth Street funded $800M as the lead investor, and HealthCare Royalty funded $133.9M at today’s close of the preferred equity investment.

“We are privileged to be partnering with Sixth Street and HealthCare Royalty at this pivotal time in BridgeBio’s trajectory. This financing represents the best of our dual mission – 1) to put patients first and ensure that we have the resources to do so, and 2) that we execute those responsibilities in a manner that maximizes the economic value of our Firm. Access to this type and quantum of capital ensures we can deliver on the promise of our launching medicines and beyond,” said Neil Kumar, Ph.D., Co-Founder and CEO of BridgeBio.

“Sixth Street is proud to support BridgeBio’s mission of bringing meaningful medicines to patients during this exciting stage as the company is on the cusp of potential approval and launch of three important new therapies,” said Jeff Pootoolal, Partner at Sixth Street. “Providing flexible capital at scale to leading developers of transformative medicines is central to what we do, and we look forward to a long and productive partnership with the BridgeBio team.”

“The BridgeBio management team has a proven track record in launching and developing life-changing therapies, and we are pleased to partner with them on this transaction,” said Clarke Futch, Chairman and CEO of HealthCare Royalty. “This capital support reaffirms our belief in the company’s growth and ability to bring to market multiple products that serve high unmet medical needs.”

Latham & Watkins LLP served as legal advisor to BridgeBio. Evercore served as financial advisor and Sullivan & Cromwell LLP and Mintz LLP served as legal advisors to Sixth Street. Gibson, Dunn & Crutcher LLP served as legal advisor to HealthCare Royalty.

Additional details about the transaction and the related definitive agreements will be included in a Current Report on Form 8-K to be filed by the Company.

About BridgeBio Pharma, Inc.
 BridgeBio Pharma, Inc. (BridgeBio; Nasdaq: BBIO) 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.   For more information visit bridgebio.com and follow us on LinkedIn, X, Facebook, Instagram, and YouTube.

About Sixth Street
Sixth Street is a global investment firm with over $130 billion in assets under management and committed capital. Sixth Street uses its long-term flexible capital, data-enabled capabilities, and One Team culture to develop themes and offer solutions to companies across all stages of growth. Sixth Street Healthcare and Life Sciences invests thematically throughout the healthcare ecosystem, providing flexible capital solutions to companies addressing our most pressing healthcare challenges and improving patient outcomes. Investments in the sector include Apellis Pharmaceuticals, Arrowhead Pharmaceuticals, Arsenal Biosciences, Beam Therapeutics, Biohaven, Blueprint Medicines, Caris Life Sciences, Chroma Medicine, ConcertAI, Datavant, Essential Pharma, Immunogen, Ironwood, Mammoth Biosciences, Paratek Pharmaceuticals, and Velocity Clinical Research, among many others. Founded in 2009, Sixth Street has more than 750 team members including approximately 300 investment professionals around the world. For more information, visit https://www.sixthstreet.com/, or follow Sixth Street on LinkedIn.

About HealthCare Royalty
HealthCare Royalty (“HCRx”) is a leading royalty acquisition company founded in 2006 that is majority owned by KKR & Co. Inc. (NYSE: KKR). Over two decades, the HCRx team has developed a strong track record of investing in commercial-stage and near-commercial-stage biopharmaceutical assets, committing $7+ billion in over 110 biopharmaceutical products. With offices in New York, Stamford, San Francisco, Boston, London and Miami, HCRx continues to advance biopharmaceutical innovation by providing innovative capital solutions to counterparties. For more information, visit https://www.hcrx.com. HEALTHCARE ROYALTY®, HEALTHCARE ROYALTY PARTNERS® and HCRx® are registered trademarks of HealthCare Royalty Management, LLC

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,” “continues,” “estimates,” “expects,” “hopes,” “intends,” “may,” “plans,” “projects,” “remains,” “seeks,” “should,” “will,” and variations of such words or similar expressions. BridgeBio intends 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 include express and implied statements relating to the Company’s expectations regarding its anticipated growth and expected product launches and intentions for investing in indication expansions. Such statements reflect the Company’s current views about the Company’s plans, intentions, expectations and strategies, which are based on the information currently available to it and on assumptions the Company has made. Although the Company believes that its plans, intentions, expectations and strategies as reflected in or suggested by those forward-looking statements are reasonable, the Company 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, initial and ongoing data from the Company’s clinical trials not being indicative of final data, the design and success of ongoing and planned clinical trials, future regulatory filings, approvals and/or sales, despite having ongoing and future interactions with the FDA or other regulatory agencies to discuss potential paths to registration for the Company’s product candidates, the FDA or such other regulatory agencies not agreeing with the Company’s regulatory approval strategies, components of the Company’s filings, such as clinical trial designs, conduct and methodologies, or the sufficiency of data submitted, the impacts of current macroeconomic and geopolitical events, including changing conditions from hostilities in Ukraine and in Israel and the Gaza Strip, increasing rates of inflation and changing interest rates, on business operations and expectations, as well as those risks set forth in the Risk Factors section of the Company’s most recent Annual Report on Form 10-K and the Company’s other filings with the U.S. Securities and Exchange Commission. Moreover, the Company operates 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 the Company’s 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, BridgeBio assumes 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


Source: View Original Filing on SEC EDGAR

FAQ

What financing did BridgeBio Pharma (BBIO) announce on July 1, 2026?

BridgeBio entered into a preferred equity investment with funds managed by Sixth Street and HealthCare Royalty, issuing Series A Cumulative Convertible Participating Preferred Stock for $933.9 million, with the ability to add up to $66.1 million more on similar terms.

How much preferred equity did BridgeBio (BBIO) raise and at what price?

BridgeBio sold 933,900 preferred shares at $1,000 per share, raising $933.9 million. Sixth Street purchased 800,000 shares for $800 million, and HealthCare Royalty purchased 133,900 shares for $133.9 million as part of this transaction.

What are the dividend terms on BridgeBio’s new preferred stock?

The Series A preferred carries a 7.00% annual cumulative dividend on the accumulated amount, payable quarterly in cash or by compounding. The rate can step up over time and in certain events to a maximum of 17.00% per annum, enhancing investor protections.

At what price can BridgeBio’s preferred stock convert into common shares?

Initially, each preferred share is convertible into common stock at $137.79 per share, with the conversion price increasing to $153.10 from the fifth anniversary. On issuance, the preferred is initially convertible into an aggregate of 6,777,705 common shares.

How does the preferred stock affect BridgeBio (BBIO) common shareholders?

The preferred stock ranks senior to common stock for dividends and liquidation and includes restrictions on dividends and repurchases of common shares. It also grants voting and protective rights to preferred holders, so common stock rights become subject to these senior preferences.

What redemption and change-of-control rights apply to BridgeBio’s preferred stock?

From the third anniversary, BridgeBio can redeem preferred shares at the greater of as-converted value, a premium to original issue price plus accrued amounts, or a return-based formula. In a change of control, the company or successor can buy all preferred shares using similar premium and return tests.

Will BridgeBio register the common stock underlying the preferred shares?

Yes. BridgeBio entered into a Registration Rights Agreement committing to file a resale shelf registration statement covering common shares issuable upon conversion of the preferred stock, subject to customary conditions and limitations set out in that agreement.

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