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)

 

(650) 391-9740

(Registrant’s telephone number, including area code)

 

Not Applicable

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

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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):

 

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

 

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. ☐

 

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.

 

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.

 

(d) Exhibits.

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.

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