FRACTYL HEALTH, INC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Recent Sales of Unregistered Securities

Exercise of Pre-Funded Warrants

On November 12, 2025, we entered into an exchange agreement with entities affiliated with Nantahala Capital Management (the “Holders”), pursuant to which the Holders agreed to exchange an aggregate of 4,850,000 shares of common stock for pre-funded warrants (the “Exchange Warrants”) to purchase up to 4,850,000 shares of common stock at an exercise price of $0.001 per share (the “Exchange”). The Exchange Warrants were issued without registration under the Securities Act, in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act.

Subsequent to the Exchange, in January 2026 all Exchange Warrants for 4,850,000 shares of our common stock were exercised at an exercise price of $0.001 per share resulting in the issuance of 4,843,179 shares of common stock, with the remaining 6,821 shares withheld to satisfy the aggregate exercise price.

Use of Proceeds

None.

Purchases of equity securities by the issuer and affiliated purchasers

None.