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MANNKIND CORP

For the period ended Jun 30, 2025. Filed Aug 6, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 6, 2025

MNKD$4.19+7.4%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Rule 10b5-1 Trading Arrangement Disclosure

During the three months ended June 30, 2025, one of our officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted a written trading plan for the orderly disposition of the Company’s securities as set forth in the table below:

Type of Trading Arrangement
Name and PositionActionAdoptionDateRule 10b5-1(1)Non-Rule 10b5-1(2)Total Shares of Common Stock to be Sold (3)Expiration Date
Stuart TrossChief People and Workplace OfficerAdoptionJune 17, 2025X—507,575December 31, 2026

(1)Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

(2)"Non-Rule 10b5-1 trading arrangement" as defined in Item 408(c) of Regulation S-K under the Exchange Act.

(3)These trading plans include the potential exercise and sale by Stuart Tross of short-dated options exercisable for up to 272,575 shares of common stock as well as 235,000 restricted stock unit awards held by Stuart Tross, for total estimated shares of common stock to be sold of up to 507,575.

Blackstone Credit Facility

On August 6, 2025 (the “Closing Date”), the Company entered into a senior secured term loan agreement (the “Credit Agreement”) with Blackstone Alternative Credit Advisors LP (“Blackstone”), as Blackstone Representative and Lead Arranger, the lenders party thereto from time to time, the subsidiary guarantors party thereto from time to time, and Wilmington Trust, National Association, as administrative agent and collateral agent for the lenders, providing for up to $500 million in term loans (the “Blackstone Credit Facility”). The Blackstone Credit Facility consists of (i) a $75 million initial term loan, which is being funded on the Closing Date, (ii) $125 million in delayed draw term loan commitments, which the Company may draw at its option during the 24 months immediately following the Closing Date, subject to customary conditions set forth in the Credit Agreement, and (iii) up to $300 million in the form of an uncommitted delayed draw term loans, which the Company may borrower in the future subject to mutual agreement with Blackstone and the lenders under the Credit Agreement.

The Blackstone Credit Facility will mature on the fifth anniversary of the Closing Date. The loans thereunder bear interest at a rate per annum equal to 1, 3 or 6 month term SOFR (at the Company’s election), subject to a 2% floor, plus a margin of 4.75%. Interest is paid quarterly or, if the Company elects 1-month SOFR, monthly. The interest rate margin will increase to 5.00% at any time the Company’s ratio of indebtedness to adjusted EBITDA (measured on a trailing four quarter basis) is greater than or equal to 5.00:1.00 as of the most recent fiscal quarter for which the Company has delivered financial statements. Term loans under the Credit Agreement are funded net of an upfront fee payable by the Company.

The Company has the option to prepay the loans under the Blackstone Credit Facility in whole or in part, subject to early prepayment fees in an amount equal to (a) a full interest make-whole plus 3.00% if prepayment occurs on or prior to the first anniversary of the Closing Date, (b) 3.00% of principal prepaid if prepayment occurs after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, and (c) 1.00% of principal prepaid if prepayment occurs after the second anniversary of the Closing Date and prior to or on the third anniversary of the Closing Date.

The Company’s obligations under the Blackstone Credit Facility are guaranteed by each of the Company’s subsidiaries and any future subsidiaries, subject to limited exceptions set forth in the Credit Agreement, and are secured by a security interest on substantially all of the assets of the Company and the subsidiary guarantors, including intellectual property.

The Credit Agreement includes representations and warranties, affirmative covenants (including reporting obligations), negative covenants and events of default that are usual and customary for facilities of this type, in each case, subject to certain permitted exceptions as set forth therein. The Company also contains a financial covenant for the benefit of the lenders, which requires the Company to have liquidity of at least $40 million as of the last business day of each fiscal quarter ending after the Closing Date, with liquidity defined as our unrestricted cash and cash equivalents.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q.

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