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Tempest Therapeutics, Inc.

For the period ended Jun 30, 2025. Filed Aug 11, 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 11, 2025

TPST$0.38+1.4%Stored close · as of Nov 6, 2026

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Item 5. Other Information

Success Bonus Agreements

On August 11, 2025, we entered into success bonus agreements (each, a “Success Bonus Agreement” and, together, the “Success Bonus Agreements”), with certain individuals, including Stephen Brady, our Chief Executive Officer and President, Samuel Whiting, our Executive Vice President and Chief Medical Officer, Nicholas Maestas, our Chief Financial Officer and Corporate Secretary, and Justin Trojanowski, our Corporate Controller, Treasurer and principal accounting officer. Pursuant to the Success Bonus Agreements, each of Messrs. Brady, Whiting, Maestas and Trojanowski will be eligible to receive cash bonuses of $333,000, $100,000, $170,000 and $75,000, respectively (each, a “Success Bonus”), in each case, payable in a lump sum upon the consummation (the “Closing Date”) of a Change In Control, as such term is defined in our 2017 Equity Incentive Plan (the “2017 Plan”), that occurs prior to January 31, 2026. Payment of the Success Bonuses will be subject to the applicable executive’s continued employment with the Company through the Closing Date, and will be paid within thirty (30) days following the Closing Date.

The foregoing description of the Success Bonus Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Success Bonus Agreement, a copy of which is filed as Exhibit 10.6 hereto and is incorporated herein by reference.

Amended and Restated Offer Letter

On August 11, 2025, we entered into an amended and restated offer letter with Mr. Trojanowski (the “A&R Offer Letter”). Pursuant to his A&R Offer Letter, Mr. Trojanowski will receive an annual base salary of $266,680 and will be eligible to receive an annual discretionary bonus of 25% of his base salary. In the event that Mr. Trojanowski employment is terminated by us without Cause or he resigns for Good Reason (as such terms are defined in the A&R Offer Letter), within six months following a Change in Control (as such term is defined in the A&R Offer Letter), then, provided that he executes and makes effective a release of claims against the Company and its affiliates, Mr. Trojanowski will be entitled to receive (i) a lump-sum amount equal to the sum of (a) three months of his base salary, plus (b) an amount equal to any annual bonus for any completed calendar year, to the extent earned but not yet paid at the time of such termination, plus (c) a prorated target annual bonus for the fiscal year in which the termination occurs; and (ii) if elected, three months of health insurance coverage under COBRA, subject to normal COBRA termination rules.

The foregoing description of the A&R Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Offer Letter, a copy of which is filed as Exhibit 10.7 hereto and are incorporated herein by reference.

Insider Trading Arrangements

During our last fiscal quarter, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act)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.

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