FRACTYL HEALTH INC

Item 5. Other Information.

(a)

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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

On August 13, 2024, after twelve years of distinguished service, Allan Will informed the Company of his resignation as Chairman of the Board and as a member of the Company’s board of directors, effective immediately. The resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Will will serve as an advisor to Ajay Royan, who has been appointed as the new Chairman of the Board. Mr. Royan has served as a member of the board of directors since 2014.

(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 June 30, 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.