[S-8] Mirum Pharmaceuticals, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Mirum Pharmaceuticals is registering 1,500,000 additional shares of common stock under its 2020 Inducement Plan, bringing the plan total to 5,500,000 shares. The additional shares were approved by the Compensation Committee and are the same class as shares previously registered under prior Form S-8 filings. The Registration Statement incorporates by reference specified prior annual, quarterly and current reports filed with the SEC and the companys Form 8-A description of common stock, and states subsequently filed reports under Sections 13, 14 or 15(d) will also be incorporated by reference.

Positive

• Increases available equity awards by registering 1,500,000 additional shares under the 2020 Inducement Plan
• Approvals in place: additional shares were approved by the Compensation Committee
• Consistency with prior registrations: shares are same class and incorporated with prior Form S-8 filings

Negative

• None.

Insights

Corporate Compensation Analyst

TL;DR: Company expands equity pool for employee awards by 1.5M shares, maintaining continuity with prior S-8 registrations.

The filing formally registers an incremental 1,500,000 shares for the 2020 Inducement Plan, increasing the aggregate authorized for the plan to 5,500,000 shares. This action follows Compensation Committee approval and aligns with existing Form S-8 filings, suggesting continued use of equity incentives for recruiting and retention. The registration relies on incorporation by reference of prior and subsequently filed SEC reports rather than repeating full disclosure here.

Securities Compliance Specialist

TL;DR: Routine Form S-8 update that adds shares and incorporates prior filings; procedural, not materially transformative.

The document is a standard registration amendment to cover additional shares under an employee benefit plan. It references multiple prior S-8 filings and incorporates specified annual, quarterly and current reports by reference, including the companys Form 8-A for the common stock description. No new financial results, transactions, or forward-looking statements are presented in this filing.

As filed with the Securities and Exchange Commission on September 9, 2025

Registration No. 333-

______________________________________________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________________________________________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

______________________________________________________________________________________________________________

Mirum Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

______________________________________________________________________________________________________________

Delaware						83-1281555
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
989 East Hillsdale Boulevard, Suite 300 Foster City, California						94404
(Address of Principal Executive Offices)						(Zip Code)

______________________________________________________________________________________________________________

2020 Inducement Plan

(Full titles of the plans)

______________________________________________________________________________________________________________

Christopher Peetz

Chief Executive Officer

Mirum Pharmaceuticals, Inc.

989 East Hillsdale Boulevard

Suite 300

Foster City, California 94404 (650) 667-4085

(Name, address, including zip code, and telephone number, including area code, of agent for service)

______________________________________________________________________________________________________________

Copies to:

Jason L. Kent

Julia R. Boesch

Cooley LLP

55 Hudson Yards

New York, New York

(212) 479-6000

______________________________________________________________________________________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			☒			Accelerated filer			☐
Non-accelerated filer			☐			Smaller reporting company			☐
						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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Mirum Pharmaceuticals, Inc. (the “Registrant”) for the purpose of registering 1,500,000 additional shares of the Registrant’s common stock, par value $0.0001 (“Common Stock”), under the Registrant’s 2020 Inducement Plan (the “2020 Inducement Plan”) for an aggregate of 5,500,000 shares of Common Stock issuable under the 2020 Inducement Plan, pursuant to approval of the Compensation Committee of the Registrant’s Board of Directors.

These additional shares of Common Stock are securities of the same class as other securities for which Registration Statements of the Registrant on Form S-8 relating to the same employee benefit plans are effective.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant previously registered shares of Common Stock for issuance under the 2020 Inducement Plan pursuant to (i) a Registration Statement on Form S-8 (File No. 333-238086) filed with the Securities and Exchange Commission (the “Commission”) on May 7, 2020, (ii) a Registration Statement on Form S-8 (File No. 333-254043) filed with the Commission on March 9, 2021, (iii) a Registration Statement on Form S-8 (File No. 333-263397) filed with the Commission on March 9, 2022 and (iv) a Registration Statement on Form S-8 (File No. 333-275283) filed with the Commission on November 2, 2023 (collectively, the “Prior Registration Statements”). In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statements are hereby incorporated by reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed by the Registrant with the Commission:

(a)The Registrant’s Annual Report on Form 10-K, filed with the Commission on February 26, 2025 (and any portions of the Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 14, 2025, that are incorporated by reference into its Annual Report on Form 10-K for the year ended December 31, 2024);

(b)The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025, filed with the Commission on May 7, 2025 and August 6, 2025 respectively;

(c)The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-38981) filed with the Commission on July 15, 2019 under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description, including Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on March 15, 2024; and

(d)The Registrant’s Current Report on Form 8-K (other than information furnished rather than filed) filed with the Commission on May 30, 2025.

All documents filed by the Registrant with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or portions thereof that are furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement unless specifically stated to the contrary. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.

Item 8. Exhibits.

The exhibits to this Registration Statement are listed below:

Exhibit  Number						Description
4.1						Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on July 25, 2019).
4.2						Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the Commission on July 25, 2019).
4.3						Form of Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-232251), filed with the Commission on July 8, 2019).
5.1						Opinion of Cooley LLP.
23.1						Consent of Independent Registered Public Accounting Firm.
23.2						Consent of Cooley LLP (included in Exhibit 5.1).
24.1						Power of Attorney (included on the signature page).
99.1						Mirum Pharmaceuticals, Inc. 2020 Inducement Plan, as amended September 4, 2025.
107						Filing Fee Table.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Foster City, State of California, on September 9, 2025.

MIRUM PHARMACEUTICALS, INC.

By:    /s/ Christopher Peetz    

Christopher Peetz

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christopher Peetz, Eric Bjerkholt and Douglas Sheehy, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective on filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature						Title			Date
/s/ Christopher Peetz						Chief Executive Officer and Director (Principal Executive Officer)			September 9, 2025
Christopher Peetz
/s/ Eric Bjerkholt						Chief Financial Officer (Principal Financial Officer)			September 9, 2025
Eric Bjerkholt
/s/ Jody Howe						Senior Vice President, Global Controller (Principal Accounting Officer)			September 9, 2025
Jody Howe
/s/ Laura Brege						Director			September 9, 2025
Laura Brege
/s/ Lon Cardon, Ph.D.						Director			September 9, 2025
Lon Cardon, Ph.D.
/s/ William C. Fairey						Director			September 9, 2025
William C. Fairey
/s/ Laurent Fischer, M.D.						Director			September 9, 2025
Laurent Fischer, M.D.
/s/ Michael Grey						Director			September 9, 2025
Michael Grey
/s/ Patrick Heron						Director			September 9, 2025
Patrick Heron
/s/ Saira Ramasastry, M.S., M.Phil.						Director			September 9, 2025
Saira Ramasastry, M.S., M.Phil.
/s/ Timothy Walbert						Director			September 9, 2025
Timothy Walbert

FAQ

What is Mirum Pharmaceuticals (MIRM) registering on Form S-8?

The company is registering 1,500,000 additional shares of common stock under its 2020 Inducement Plan, for an aggregate of 5,500,000 shares issuable under that plan.

Who approved the additional shares under the 2020 Inducement Plan?

The additional shares were approved by the companys Compensation Committee of the Board of Directors.

Does this Form S-8 include full financial disclosures?

No. The filing incorporates by reference prior annual, quarterly and current reports filed with the SEC rather than repeating full financial disclosures.

Which prior filings are incorporated by reference into this registration?

The filing incorporates specified prior Form S-8 registration statements and the companys annual, quarterly and current reports and its Form 8-A description of common stock, as listed in the registration statement.

Does this filing report any major transactions or earnings data?

No. The filing is limited to registering additional shares for an employee plan and does not present earnings data or major transactions.