{"url_path":"/sec/bbio/8-k/2026-07-02/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/1743881/0001140361-26-027445-index.html","accession_number":"0001140361-26-027445","cik":"0001743881","ticker":"BBIO","issuer_name":"BridgeBio Pharma, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1743881/0001140361-26-027445-index.html","primary_entity_key":"0001743881","primary_entity_name":"BridgeBio Pharma, Inc."},"word_count":1691,"has_tables":true,"body_markdown":"Item 1.01.\n\nEntry into a Material Definitive Agreement\n\n \n\nInvestment Agreement and Preferred Stock Terms\n\nOn July 1, 2026 (the “Closing Date”), BridgeBio Pharma, Inc. (the\n“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\nthe 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\n933,900 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\naggregate 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\naffiliates 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\nsubstantially identical to those of the Preferred Stock. The Preferred Stock is convertible into shares of the Company’s common stock, par value\n$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\nKravis 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.\n\n \n\nThe Preferred Stock ranks senior to the Common Stock and each other class or series of the Company’s equity securities with respect to\nthe 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\nAmount (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,\nincluding (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\nmonth 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\nconnection 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\nas-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.\n\n \n\nHolders of the Preferred Stock have the right, at any time and from time to time, to convert their shares of Preferred Stock into\nshares 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\nadjustments. 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\nthe 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\nof 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%.\n\n \n\nAt any time following the third anniversary of the Original Issuance\nDate, 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%\nof 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\nmore 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\nevent 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\nper 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\nfollowing 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\npre-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\nChange of Control. The Preferred Stock is not redeemable at the option of the holders.\n\n \n\nHolders of the Preferred Stock generally are entitled to vote with the holders of the Common Stock on an as-converted basis on all\nmatters 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\nmajority 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\naffects 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.\n\n \n\nThe Investment Agreement contains customary representations, warranties, covenants and indemnification obligations of the parties.\nThe 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\nindebtedness 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\ncustomary 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\n(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\nindemnification 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\nbeneficiaries 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.\n\n \n\nIf required by the applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”) to permit the conversion of all shares of Preferred\nStock 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\nmeeting 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.\n\n \n\nThe foregoing descriptions of the Investment Agreement and the Certificate of Designations do not purport to be complete and are\nsubject 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\nincorporated herein by reference.\n\n \n\nRegistration Rights Agreement\n\n \n\nIn connection with the Investment Agreement, on the Closing Date, the Company entered into a Registration Rights Agreement (the\n“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\nconditions 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\nRights 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."}