Arrowhead Amends 10-K for Governance Details, No Financial Changes

TL;DR

**ARWR's 10-K/A is just a governance cleanup, no new financials, so don't expect a price pop from this administrative filing.**

AI Summary

Arrowhead Pharmaceuticals, Inc. (ARWR) filed a 10-K/A on October 10, 2025, solely to include Part III information (Items 10-14) that was omitted from its original 10-K filed on November 26, 2024. This amendment does not modify any financial statements or other information from the original report, focusing instead on corporate governance, executive compensation, security ownership, related transactions, and principal accountant fees. The company reported an aggregate market value of voting and non-voting common stock held by non-affiliates of approximately $3.0 billion as of March 31, 2024, with 124,434,442 shares issued and outstanding as of November 20, 2024. Key changes include the resignation of director Douglass Given as of December 31, 2024, and the addition of Hongbo Lu as an independent director in March 2024. The company maintains a robust Corporate Code of Conduct and an Insider Trading Policy, prohibiting short-term trading, short sales, options trading, trading on margin, and hedging transactions for directors, officers, and employees, though directors and executive officers may pledge up to 75% of owned and vested stock with Board approval.

Why It Matters

This 10-K/A filing is crucial for investors as it provides transparency on Arrowhead's corporate governance, executive compensation, and related party transactions, which were missing from the initial 10-K. While no financial figures are updated, understanding the board's composition, including the addition of Hongbo Lu and the departure of Douglass Given, and the strict insider trading policy, offers insights into the company's operational integrity and leadership stability. This information helps investors assess management's alignment with shareholder interests and the company's adherence to regulatory standards, which is vital in the competitive biopharmaceutical sector where governance can significantly influence market perception and long-term value.

Risk Assessment

Risk Level: low — The risk level is low because this 10-K/A is an administrative filing solely to include omitted Part III information, as stated in the 'Explanatory Note.' It explicitly states, 'no other changes have been made to the Original Report and this Amendment does not modify, amend or update in any way any of the financial or other information contained in the Original Report.' This indicates no new financial or operational risks are being disclosed.

Analyst Insight

Investors should view this filing as a procedural update, not a catalyst for immediate trading decisions. Focus on the original 10-K for financial performance and future pipeline developments, and use the governance details in this amendment to assess long-term leadership and ethical standards.

Executive Compensation

Key Numbers

• $3.0B — Aggregate market value of common stock held by non-affiliates (As of March 31, 2024, indicating significant market capitalization.)
• 124,434,442 — Shares of Common Stock issued and outstanding (As of November 20, 2024, providing current share count.)
• 2025-10-10 — Filing date of 10-K/A (Date the amendment was filed to include Part III information.)
• 2024-09-30 — Fiscal year end (The period covered by the original 10-K and this amendment.)
• 2024-11-26 — Filing date of Original Report on Form 10-K (Date the initial 10-K was filed, which omitted Part III.)
• 2025-01-29 — Filing date of Definitive Proxy Statement on Schedule 14A (Proxy Statement containing Part III information, filed three minutes after deadline.)
• 75% — Maximum percentage of owned and vested stock directors/executives can pledge (Subject to Board approval, as per the Insider Trading Policy.)

Key Players & Entities

• ARROWHEAD PHARMACEUTICALS, INC. (company) — registrant
• SEC (regulator) — Securities and Exchange Commission
• Christopher Anzalone (person) — Chief Executive Officer, President, Director & Board Chair
• William Waddill (person) — Lead Independent Director, Audit Committee Chair
• Mauro Ferrari (person) — Independent Director, Audit Committee Member
• Victoria Vakiener (person) — Independent Director, Audit Committee Member
• Hongbo Lu (person) — Independent Director, joined March 2024
• Douglass Given (person) — Resigned director as of December 31, 2024
• Kenneth A. Myszkowski (person) — Chief Financial Officer
• Patrick C. O'Brien (person) — Chief Operating Officer and General Counsel

FAQ

Risk Factors

• Insider Trading Policy Restrictions [medium — regulatory]: Arrowhead's insider trading policy strictly prohibits directors, officers, and employees from short-term trading, short sales, options trading, trading on margin, and hedging transactions. While directors and executive officers may pledge up to 75% of owned and vested stock with Board approval, these restrictions aim to prevent insider abuse and ensure compliance with securities laws.
• Corporate Governance Compliance [low — operational]: The company adheres to a Corporate Code of Conduct that meets Nasdaq Marketplace Rules and SEC ethics requirements. Disclosures of amendments and waivers are made on the company's website. This focus on governance is crucial for maintaining investor confidence and regulatory compliance.

Industry Context

Arrowhead Pharmaceuticals operates in the biotechnology sector, focusing on developing RNA interference (RNAi) based therapeutics. The company leverages RNA chemistries and delivery methods to silence genes causing intractable diseases. The industry is characterized by significant R&D investment, long development cycles, and stringent regulatory oversight from bodies like the FDA.

Regulatory Implications

The company's adherence to its Corporate Code of Conduct and Insider Trading Policy is critical for maintaining compliance with Nasdaq listing rules and SEC regulations. Any breaches could lead to penalties and reputational damage. The development of novel RNAi therapies also requires navigating complex regulatory pathways for drug approval.

What Investors Should Do

1. Review Part III disclosures in the 10-K/A
2. Monitor director and executive stock pledging policies
3. Understand the company's RNAi technology and therapeutic focus

Key Dates

• 2025-10-10: Filing of 10-K/A — This amendment was filed solely to include Part III information (Items 10-14) that was omitted from the original 10-K, ensuring all required disclosures are present.
• 2024-11-26: Filing of Original Report on Form 10-K — The initial 10-K filing, which omitted Part III information, necessitating the subsequent amendment.
• 2025-01-29: Filing of Definitive Proxy Statement on Schedule 14A — This filing contained the Part III information that was later included in the 10-K/A, filed just before the deadline.
• 2024-12-31: Resignation of Director Douglass Given — A change in the Board of Directors, impacting the composition of the company's leadership.
• 2024-03: Addition of Hongbo Lu as Independent Director — Strengthens the Board with new independent oversight and expertise.
• 2024-09-30: Fiscal Year End — Marks the end of the fiscal period for which the original 10-K and this amendment's Part III information are relevant.

Glossary

10-K/A

An amended annual report filed with the SEC to correct or supplement information in a previously filed 10-K. (This specific filing is an amendment to include Part III information that was initially omitted.)

Part III Information (Items 10-14)

Sections of a Form 10-K that cover executive compensation, security ownership, related party transactions, director independence, and principal accountant fees. (This is the information that was missing from the original 10-K and is now included in the 10-K/A.)

RNA interference (RNAi)

A natural biological process in cells that inhibits the expression of specific genes, thereby affecting protein production. (Arrowhead Pharmaceuticals uses this mechanism as the basis for its therapeutic drug development.)

Named Executive Officers (NEOs)

The top executive officers of a company whose compensation is disclosed in detail in SEC filings. (The Compensation Discussion and Analysis section focuses on the compensation of these specific individuals.)

Audit Committee Financial Expert

A member of the audit committee who possesses specific financial knowledge and experience, as defined by SEC regulations. (Mr. Waddill is identified as an audit committee financial expert, indicating strong financial oversight.)

Hedging Transactions

Financial strategies used to offset potential losses or gains that may be incurred by a companion investment. (Prohibited for Arrowhead's directors, officers, and employees under the insider trading policy.)

Year-Over-Year Comparison

This 10-K/A filing is an amendment to the original 10-K filed on November 26, 2024, specifically to include Part III information. It does not alter the financial statements or other data from the initial report. Therefore, a direct comparison of financial metrics like revenue growth or margins to a prior period is not possible based on this amendment alone. The key changes noted relate to corporate governance, including director changes and policy clarifications, rather than financial performance.

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value ARWR The Nasdaq Global Select

Filing Documents

• arwr-20240930.htm (10-K/A) — 622KB
• arwr-20240930xex311.htm (EX-31.1) — 4KB
• arwr-20240930xex312.htm (EX-31.2) — 4KB
• arwr-20240930_g1.jpg (GRAPHIC) — 88KB
• 0000879407-25-000013.txt ( ) — 1348KB
• arwr-20240930.xsd (EX-101.SCH) — 2KB
• arwr-20240930_lab.xml (EX-101.LAB) — 132KB
• arwr-20240930_pre.xml (EX-101.PRE) — 71KB
• arwr-20240930_htm.xml (XML) — 7KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 9 ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 41 ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTORS INDEPENDENCE 42 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 43 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 44 SIGNATURE 45 PART III

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Corporate Code of Conduct All of the Company's employees, officers, and directors are subject to the Company's Corporate Code of Conduct, which is available on the Company's website at www.arrowheadpharma.com. The code meets the requirements of Nasdaq Marketplace Rules, as well as the code of ethics requirements of the Securities and Exchange Commission ("SEC"). We intend to disclose future amendments to certain provisions of the Corporate Code of Conduct, and waivers of the Corporate Code of Conduct granted to officers and directors, on the Company's website within four business days following the date of the amendment or waiver. Insider Trading Policy Our insider trading policy governs the purchase, sale and other transactions in our securities by our directors, officers and employees, and other covered persons, as well as the Company itself, and is designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing rules, as applicable. As part of this policy, we prohibit our directors, officers, and employees from engaging in (a) short-term trading; (b) short sales; (c) options trading; (d) trading on margin; (e) pledging our common stock as collateral (except as noted below); and (f) all hedging transactions with respect to our securities. Subject to approval of our Board of Directors (the "Board"), directors and executive officers may pledge up to 75% owned and vested stock as collateral for a loan. Audit Committee and Audit Committee Financial Expert The Board has a separately designated Audit Committee. The members of the Audit Committee for fiscal 2024 were William Waddill (Committee Chair), Mauro Ferrari, and Victoria Vakiener. The current members of the Audit Committee for fiscal 2025 are William Waddill (Committee Chair), Mauro Ferrari, and Victoria Vakiener. The Board has determined that all members of the Audit Committee who served during 2024 were ind

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION Compensation Discussion and Analysis The following compensation discussion and analysis contains statements regarding future individual and Company performance targets and goals. These targets and goals are disclosed in the limited context of Arrowhead's executive compensation program and should not be understood to be statements of management's expectations or guidance. Arrowhead cautions investors not to apply these statements to other contexts. Fiscal years are denoted as fiscal years, all other year references refer to calendar years. This Compensation Discussion and Analysis describes the compensation program for our named executive officers ("NEOs"). During fiscal 2024, these individuals were: Christopher Anzalone, our President and Chief Executive Officer (our "CEO"); James Hamilton, our Chief of Discovery and Translational Medicine (our "CDTM"); Kenneth Myszkowski, our Chief Financial Officer (our "CFO"); Patrick O'Brien, our Chief Operating Officer and General Counsel (our "COO" and "GC"); Tracie Oliver, our former Chief Commercial Officer (our "CCO"); and Javier San Martin, our former Chief Medical Officer (our "CMO"). This Compensation Discussion and Analysis describes the material elements of our executive compensation program during fiscal 2024. It also provides an overview of our executive compensation philosophy and objectives and summarizes our executive compensation policies and practices. Finally, it analyzes how and why the Compensation Committee of our Board arrived at the specific compensation decisions for our executive officers, including our NEOs, for fiscal 2024, including the key factors that the Compensation Committee considered in determining their compensation. Our Company We develop medicines that treat intractable diseases by silencing the genes that cause them. Using a broad portfolio of RNA chemistries and efficient modes of delivery, our therapies trigger the RNA interference mechanism to

View Full Filing

View this 10-K/A filing on SEC EDGAR