LEXICON PHARMACEUTICALS, INC.

Upon stockholder approval of the proposed amendment and the election by our board of directors to effect a reverse stock split, our issued and outstanding shares of common stock would decrease in accordance with the applicable reverse stock split ratio and the market value per share of our common stock would be expected to increase. The reverse stock split would be effected simultaneously for all of our common stock, and the reverse stock split ratio would be the same for all shares of common stock. The reverse stock split would affect all of our stockholders uniformly and would not affect any stockholder’s percentage ownership interests in our company, except to the extent that it results in a stockholder receiving cash in lieu of fractional shares. A reverse stock split would not affect the relative voting or other rights that accompany the shares of our common stock, except to the extent that it results in a stockholder receiving cash in lieu of fractional shares. Shares of common stock issued pursuant to a reverse stock split would remain fully paid and non-assessable. The reverse stock split would not affect our securities law reporting and disclosure obligations, and we would continue to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended.

In addition to the decrease in the number of shares of our common stock issued and outstanding and the expected increase in the market value per share of our common stock, a reverse stock split would have the following additional effects:

Effective Increase in the Number of Authorized Shares of Common Stock. By reducing the number of issued and outstanding shares of common stock without reducing the number of authorized shares of common stock, the proposed reverse stock split would effectively increase the number of shares of common stock which are authorized and available for issuance. As of April 3, 2025, of the 450,000,000 shares of our common stock authorized by our Sixth Amended and Restated Certificate of Incorporation, 363,178,000 shares were issued and outstanding, 2,381,939 shares were issued and held in treasury and an aggregate of 66,035,028 shares were reserved for issuance, after giving effect to the amendments to our 2017 Equity Incentive Plan and 2017 Non-Employee Directors’ Equity Incentive Plan described in this proxy statement.

We do not have any current plans, proposals or understandings that would require the use of any additional shares of our common stock which would be authorized, but not issued and outstanding or reserved for issuance, following any reverse stock split. However, our board of directors may from time to time deem it to be in our best interest and in the best interest of our stockholders to enter into transactions or other arrangements that may include the issuance of shares of our common stock. If our board of directors authorizes the issuances of additional shares of common stock subsequent to a reverse stock split described above, the dilution to the ownership interest of our existing stockholders may be greater than would occur had the reverse stock split not been effected.

Adjustment to Number of Shares of Common Stock Issuable upon Exercise of Warrants. A reverse stock split would reduce the number of shares of common stock issuable upon exercise of our outstanding warrants in proportion to the applicable reverse stock split ratio. As of April 3, 2025, there were 828,625 shares of common stock reserved for issuance upon exercise of our outstanding warrants.

Adjustment to Number of Shares of Common Stock Issuable under Equity Incentive Plans. A reverse stock split would reduce the number of shares of common stock issuable under our 2017 Equity Incentive Plan and 2017 Non-Employee Directors’ Equity Incentive Plan in proportion to the applicable reverse stock split ratio. As of April 3, 2025, there were 61,577,243 shares of common stock authorized for issuance but unissued under our 2017 Equity Incentive Plan and 3,629,160 shares of common stock authorized for issuance but unissued under our 2017 Non-Employee Directors’ Equity Incentive Plan, in each case reflecting the proposed amendments to such plans described in this proxy statement.

Under the terms of our stock option agreements, restricted stock unit agreements and the applicable plans under which such stock options and restricted stock units were granted, a reverse stock split would effect a reduction in the number of shares of common stock issuable upon the exercise of such stock options or upon the vesting of such restricted stock units in proportion to the applicable reverse stock split ratio. A reverse stock split will also effect a proportionate increase in the exercise price applicable to such outstanding stock options.

The following table contains information relating to our common stock as of April 3, 2025:

(1) Reflects the proposed amendment to our 2017 Equity Incentive Plan described in this proxy statement.

(2) Reflects the proposed amendment to our 2017 Non-Employee Directors’ Equity Incentive Plan described in this proxy statement.

(3) Excludes the effect of fractional share treatment.