FRACTYL HEALTH INC

Item 5. Other Information.

(a)

Disclosure in lieu of reporting on a Current Report on Form 8-K.

On April 25, 2024, the Company entered into a Master Services Agreement with Velocity Global, LLC (“Velocity”) pursuant to which, effective May 1, 2024, Velocity will serve as the legal employer of record of Timothy Kieffer, Ph.D., the Company’s Chief Scientific Officer, and on May 10, 2024, Dr. Kieffer entered into a corresponding employment agreement with Velocity. Under the Master Services Agreement, Velocity will make Dr. Kieffer’s services available to the Company, and Fractyl will reimburse Velocity for the compensation and benefits it provides to Dr. Kieffer. In conjunction with Dr. Kieffer’s transition to Velocity, Dr. Kieffer will be converted from part-time status (at 50%) to full-time status. As an employee of Velocity, Dr. Kieffer will be entitled to receive an annual base salary of USD$450,000 (currently approximately CAD$607,762 based on a 12 month average exchange rate of USD$1.00 to CAD$1.35). Dr. Kieffer will also receive a sign-on bonus in the amount of USD$18,750 (currently approximately CAD$25,323 based on a 12 month average exchange rate of USD$1.00 to CAD$1.35) and will be eligible to receive an annual performance bonus with a target payout of 40% of his annual base salary. The determination and payout of the annual bonus will be subject to the discretion of the Company’s Board of Directors, based on achievement of performance goals and contingent upon Dr. Kieffer’s continued services to the Company. Dr. Kieffer will receive comparable benefits from Velocity as is offered by the Company to its other executive officers, including medical, dental, and life insurance. Dr. Kieffer will also remain eligible for annual equity grants from the Company, as determined by the Company’s Board of Directors.

(b)

Material changes to the procedures by which security holders may recommend nominees to the board of directors.

None.

(c)

Insider Trading Arrangements and Policies.

During the three months ended March 31, 2024, no director or officer of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.