[144] TTM Technologies Inc SEC Filing

Rhea-AI Filing Summary

IDEAYA Biosciences (IDYA) filed a Form S-8 on 5 Aug 2025 to register 2,000,000 additional common shares for issuance under its 2023 Employment Inducement Award Plan, raising the total shares registered for the plan to 4 million. The plan, adopted and amended by the board under Nasdaq Rule 5635(c)(4) without shareholder approval, is intended to grant equity awards to new hires. The filing incorporates by reference the company’s 2024 Form 10-K, 2025 Form 10-Qs and recent 8-Ks, and includes customary legal opinions and consents. No financial performance data or changes to corporate strategy are disclosed; the action is administrative and may cause modest dilution if all shares are issued.

Positive

• Enhanced hiring flexibility: additional shares strengthen IDYA’s ability to attract and retain specialized biotech talent through equity incentives.

Negative

• Potential dilution: up to 2 million new shares could marginally dilute existing shareholders when issued.

Insights

Equity Analyst

TL;DR – Routine S-8 adds 2 M shares for employee grants; minor dilution, neutral fundamental impact.

The registration simply increases the share pool available for inducement awards, bringing total potential issuance under this plan to roughly 4 % of IDYA’s 50 M outstanding shares (estimate based only on filing data). Such filings are common for high-growth biotech firms competing for talent. While the issuance could incrementally dilute existing holders once granted and vested, the move does not alter cash flows, debt, or near-term guidance. Given the absence of financial metrics or strategic shifts, I view the capital-markets impact as neutral.

Corporate Governance Specialist

TL;DR – Board-only adoption under Nasdaq 5635(c)(4) limits shareholder voice; standard but worth monitoring.

Use of the inducement exemption allows equity awards without shareholder approval, speeding recruitment but bypassing investor oversight of dilution limits. Exhibits show plan amendments on 25 Jun 2024 and 21 May 2025, suggesting iterative expansion. Governance risk is modest provided disclosures remain transparent and grants stay within market norms. Overall, the filing is not materially impactful yet signals a continued reliance on equity compensation.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Merrill Lynch 520 Newport Center Drive Floor 20 Newport Beach CA 92660	9000	397967.72	103313274	08/05/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	02/22/2024	Performance Award	TTM Technologies Inc.			25583	02/22/2024	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Philip Titterton 200 East Sandpointe Suite 400 Santa Ana CA 92707	Common	06/23/2025	34190	1244193.55

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

Why did IDEAYA Biosciences (IDYA) file a Form S-8 on August 5, 2025?

To register 2,000,000 additional common shares for issuance under its 2023 Employment Inducement Award Plan.

How many total shares are now registered under IDYA’s Inducement Plan?

With this filing, the total available rises to 4,000,000 shares (2 M previously registered plus 2 M newly registered).

Does the plan require shareholder approval?

No. The board adopted and amended the plan under Nasdaq Rule 5635(c)(4), which exempts inducement grants from shareholder approval.

Will the Form S-8 impact IDEAYA’s earnings or cash position?

No financial statements are included. Registering shares is an administrative action and does not affect cash or earnings.

What exhibits are included with the S-8 filing?

Key exhibits include legal opinions (Ex. 5.1), auditor consent (Ex. 23.1), the amended Inducement Plan documents (Ex. 99 series) and the filing fee table (Ex. 107.1).