Disc Medicine, Inc.

ITEM 5. OTHER INFORMATION

(a)

Termination of Cantor ATM Agreement

On November 4, 2026, Cantor acknowledged and accepted our prior written notice to terminate the Cantor ATM Agreement, effective November 4, 2026.

Entry into TD Cowen Sales Agreement

On November 5, 2026, we entered into a Sales Agreement, or the TD Cowen ATM Agreement, with TD Securities (USA) LLC, or TD Cowen, with respect to an “at-the-market” offering program under which we may issue and sell, from time to time at our sole discretion, shares of our common stock, having an aggregate offering price of up to approximately $189.9 million, or the Shares, through TD Cowen. The issuance and sale, if any, of the Shares may be by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act, including, without limitation, sales made directly on Nasdaq.

We are not obligated to sell any of the Shares, and TD Cowen is not required to sell any specific number or dollar amount of the Shares under the TD Cowen ATM Agreement. We or TD Cowen may suspend or terminate the offering of the Shares upon notice to the other party and subject to other conditions.

Subject to our request to sell the Shares, TD Cowen will act on a best efforts basis and use commercially reasonable efforts to sell the Shares on our behalf, from time to time consistent with its normal sales practices and applicable state and federal laws, rules and regulations and Nasdaq rules, based upon instructions from us (including any price, time or size limits or other customary parameters or conditions we may impose). We will pay TD Cowen a commission of up to 3.0 percent (3.0%) of the gross proceeds of any of the Shares sold through TD Cowen under the TD Cowen ATM Agreement. Pursuant to the TD Cowen ATM Agreement we have also provided TD Cowen with customary indemnification and contribution rights.

The foregoing description of the TD Cowen ATM Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.6 and incorporated herein by reference. This Quarterly Report on Form 10-Q shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

(b)

None.

(c)

The following table discloses any officer (as defined in Rule 16a-1(f) under the Exchange Act) or director who entered into, modified orterminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K) during thethree months ended September 30, 2026:

(1) The aggregate number of shares available for sale cannot yet be determined, as it will be reduced by the number of shares sold to cover tax withholding obligations upon the vesting of Restricted Stock Units (RSUs). For disclosure purposes, the figures in this table reflect the maximum number of shares underlying the RSUs, without deducting shares that may be sold to cover taxes.