Travere Therapeutics, Inc.

Previous wording

In January 2024, we announced our entry into an exclusive licensing agreement with Renalys Pharma, Inc. ("Renalys"), to bring sparsentan for the treatment of IgAN to patients in Japan and other countries in Asia. In December 2024, Renalys announced that sparsentan received Orphan Drug Designation from the Japanese Ministry of Health, Labour and Welfare for the indication of primary IgA nephropathy as of November 27, 2024. In the fourth quarter of 2025, Renalys announced positive topline results from its Phase 3 study of sparsentan in Japanese patients with IgAN. Renalys has also announced that it has reached an agreement with the Pharmaceuticals and Medical Devices Agency ("PMDA") regarding development plans for two other Phase 3 clinical trials of sparsentan, one investigating the use of sparsentan in FSGS and the other in Alport syndrome, in Japan. In the fourth quarter of 2025, Renalys was acquired by and merged into Chugai Pharmaceutical Co., Ltd. (“Chugai”). Through the acquisition, Chugai gained exclusive rights to develop and commercialize sparsentan in Japan, South Korea, and Taiwan. As a minority shareholder in Renalys, we received $10.2 million at the closing of the transaction and we are also eligible to receive multiple milestones according to the progress of sparsentan regulatory approval, and consideration linked to sparsentan's net sales in the applicable territory. Under the terms of the licensing agreement, Chugai is responsible for development, regulatory matters, and commercialization in the licensed territories. Chugai plans to file for regulatory approval for sparsentan in Japan in 2026.

Current wording

In January 2024, we announced our entry into an exclusive licensing agreement with Renalys Pharma, Inc. ("Renalys"), to bring sparsentan for the treatment of IgAN to patients in Japan and other countries in Asia. In December 2024, Renalys announced that sparsentan received Orphan Drug Designation from the Japanese Ministry of Health, Labour and Welfare for the indication of primary IgA nephropathy as of November 27, 2024. In the fourth quarter of 2025, Renalys announced positive topline results from its Phase 3 study of sparsentan in Japanese patients with IgAN. Renalys has also announced that it has reached an agreement with the Pharmaceuticals and Medical Devices Agency ("PMDA") regarding development plans for two other Phase 3 clinical trials of sparsentan, one investigating the use of sparsentan in FSGS and the other in Alport syndrome, in Japan. In the fourth quarter of 2025, Renalys was acquired by and merged into Chugai Pharmaceutical Co., Ltd. (“Chugai”). Through the acquisition, Chugai gained exclusive rights to develop and commercialize sparsentan in Japan, South Korea, and Taiwan. As a minority shareholder in Renalys, we received $10.2 million at the closing of the transaction and we are also eligible to receive multiple milestones according to the progress of sparsentan regulatory approval, and consideration linked to sparsentan's net sales in the applicable territory. Under the terms of the licensing agreement, Chugai is responsible for development, regulatory matters, and commercialization in the licensed territories.

Previous wording

In September 2024, we announced a voluntary pause of enrollment in the Phase 3 HARMONY Study. The voluntary enrollment pause was enacted following our determination that the desired drug substance profile was not achieved in the initial scale-up process, and it enabled us to address necessary process improvements in manufacturing scale-up to support initial commercial scale manufacturing as well as full enrollment in the HARMONY Study. Currently enrolled patients will be able to continue on study medication as scheduled for the duration of the trials in which they are participating. In the first quarter of 2026, the Company restarted enrollment activities in the pivotal Phase 3 HARMONY Study. In April 2026, the Company dosed the first new patient following the study restart, with topline data anticipated in the second half of 2027.

Current wording

In September 2024, we announced a voluntary pause of enrollment in the Phase 3 HARMONY Study. The voluntary enrollment pause was enacted following our determination that the desired drug substance profile was not achieved in the initial scale-up process, and it enabled us to address necessary process improvements in manufacturing scale-up to support initial commercial scale manufacturing as well as full enrollment in the HARMONY Study. Following successful process improvements, the Company restarted enrollment activities in the first quarter of 2026 and dosed the first new patient following study restart in April 2026, with topline data anticipated in the second half of 2027.

Previous wording

Results of operations for the three months ended March 31, 2026 compared to the three months ended March 31, 2025

Current wording

Results of operations for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025

Previous wording

The increase in total net product sales for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily due to growth in sales of FILSPARI.

Current wording

The increase in total net product sales for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 was primarily due to growth in sales of FILSPARI.

Previous wording

The decrease in license and collaboration revenue for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily due to the sale of $3.8 million in active pharmaceutical ingredients ("API") to CSL Vifor during the three months ended March 31, 2025.

Current wording

The decrease in license and collaboration revenue for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily due to recognition of a $17.5 million regulatory milestone associated with the CSL Vifor License Agreement during the three months ended June 30, 2025, offset by recognition of a $5.0 million regulatory milestone associated with the Chugai License Agreement during the three months ended June 30, 2026. The decrease in license and collaboration revenue for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily due to recognition of a $17.5 million regulatory milestone associated with the CSL Vifor License Agreement and the sale of $3.8 million in active pharmaceutical ingredients ("API") during the three months ended June 30, 2025, offset by recognition of a $5.0 million regulatory milestone associated with the Chugai License Agreement during the six months ended June 30, 2026.

Previous wording

During the three months ended March 31, 2026, we revised the presentation of amortization expense of certain royalty and milestone payments associated with license agreements. Historically, these royalties were included within selling, general and administrative expenses in the consolidated statements of operations. Beginning in the current year, we present these amounts separately as royalty expense to better reflect the nature of these costs as consideration payable to licensors based on sales of licensed products and regulatory milestone payments.

Current wording

We revised the presentation of amortization expense of certain royalty and milestone payments associated with license agreements. Historically, these royalties were included within selling, general and administrative expenses in the consolidated statements of operations. Beginning in the current year, we present these amounts separately as royalty expense to better reflect the nature of these costs as consideration payable to licensors based on sales of licensed products and regulatory milestone payments.

Previous wording

Prior to the February 2023 FDA accelerated approval of FILSPARI (sparsentan), we expensed the production of APIs purchased to support the commercial launch of FILSPARI, in research and development expenses. For the three months ended March 31, 2025 sales of FILSPARI primarily consisted of zero-cost inventories, and therefore cost of goods sold did not increase proportionally to the increase in product sales. We began capitalizing inventory costs associated with FILSPARI following the February 2023 accelerated approval.

Current wording

Prior to the February 2023 FDA accelerated approval of FILSPARI (sparsentan) in IgAN, we expensed the production of APIs purchased to support the commercial launch of FILSPARI, in research and development expenses. For the three and six months ended June 30, 2025 sales of FILSPARI primarily consisted of zero-cost inventories, and therefore cost of goods sold did not increase proportionally to the increase in product sales. We began capitalizing inventory costs associated with FILSPARI following the February 2023 accelerated approval.

Previous wording

For the three months ended March 31, 2026 compared to the three months ended March 31, 2025, our cost of goods sold - license and collaboration decreased by $3.4 million, due to the sale of APIs to CSL Vifor in 2025.

Current wording

For the six months ended June 30, 2026 compared to the six months ended June 30, 2025, our cost of goods sold - license and collaboration decreased by $3.4 million, due to the sale of API in 2025.

Previous wording

Research and development costs include expenses related to sparsentan, pegtibatinase and our other pipeline programs. We expense all research and development costs as they are incurred. Our research and development costs are comprised of salaries and bonuses, benefits, non-cash share-based compensation, license fees, milestones under license agreements, costs paid to third-party contractors to perform research, conduct clinical trials, and develop drug materials and delivery methods, manufacture drug product supplies to support clinical development, and associated overhead expenses and facilities costs. We charge direct internal and external program costs to the respective development programs. We also incur indirect costs that are not allocated to specific programs because such costs benefit multiple development programs and allow us to increase our pharmaceutical development capabilities. These consist of internal shared resources related to the development and maintenance of systems and processes applicable to all of our programs.

Current wording

Research and development costs include expenses related to sparsentan, pegtibatinase and our other pipeline programs. We expense all research and development costs as they are incurred. Our research and development costs are comprised of salaries and bonuses, benefits, non-cash share-based compensation, license fees, milestones under license agreements, costs paid to third-party contractors to perform research, conduct clinical trials, and develop drug materials and delivery methods, costs to manufacture drug product supplies to support clinical development, and associated overhead expenses and facilities costs. We charge direct internal and external program costs to the respective development programs. We also incur indirect costs that are not allocated to specific programs because such costs benefit multiple development programs and allow us to increase our pharmaceutical development capabilities. These consist of internal shared resources related to the development and maintenance of systems and processes applicable to all of our programs.

Previous wording

For the three months ended March 31, 2026 compared to the three months ended March 31, 2025, our research and development expenses increased by $10.2 million. External service provider costs increased by $5.8 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, largely driven by an increase in costs associated with the development of pegtibatinase due to restarting enrollment activities for the HARMONY Study in 2026. The increase in internal personnel costs of $4.4 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, is due to an increase in headcount.

Current wording

For the three and six months ended June 30, 2026 compared to 2025, our research and development expenses increased by $10.9 million and $21.1 million, respectively. External service provider costs increased by $5.2 million and $11.0 million, respectively, for the three and six months ended June 30, 2026 compared to 2025, largely driven by an increase in costs associated with pegtibatinase due to restarting enrollment activities for the HARMONY Study in 2026, as well as additional manufacturing costs, offset by a decrease in costs associated with the development of sparsentan as our Phase 3 programs advanced towards completion. The increase in internal personnel costs of $5.7 million and $10.2 million, respectively, for the three and six months ended June 30, 2026 compared to 2025, is due to an increase in headcount.

Previous wording

For the three months ended March 31, 2026 compared to the three months ended March 31, 2025, our selling, general and administrative expenses increased by $19.8 million, primarily as a result of an increase in commercial investments to support FILSPARI in IgAN and commercial investments in preparation for the launch of FSGS, including an expansion of our field force for both indications.

Current wording

For the three and six months ended June 30, 2026 compared to 2025, our selling, general and administrative expenses increased by $33.5 million and $53.4 million, respectively, primarily as a result of an increase in commercial investments to support FILSPARI in IgAN and commercial investments for the launch of FSGS, including an expansion of our field force to support both indications.

Previous wording

For the three months ended March 31, 2026 compared to the three months ended March 31, 2025, our royalty expense increased by $12.4 million, primarily due to elevated amortization of the Thiola intangible asset as it reached the end of its useful life on March 31, 2026.

Current wording

For the three months ended June 30, 2026 compared to 2025, our royalty expense decreased by $6.6 million due to the Thiola intangible asset reaching the end of its useful life on March 31, 2026. For the six months ended June 30, 2026 compared to 2025, royalty expense increased by $5.8 million, primarily due to elevated amortization of the Thiola intangible asset in the first quarter of 2026 as it reached the end of its useful life on March 31, 2026.

Previous wording

The following table provides information regarding other income, net (in thousands):

Current wording

The following table provides information regarding other (expense) income, net (in thousands):

Previous wording

We believe that our available cash and short-term investments as of the date of this filing, together with anticipated cash generated from operations, will be sufficient to fund our anticipated level of operations beyond the next 12 months from the date of this filing. We expect that our operating results will vary from quarter-to-quarter and year-to-year depending upon various factors including revenues, selling, general and administrative expenses, and research and development expenses, particularly with respect to our clinical and preclinical development activities. Our ability to fund our operations in subsequent years will depend upon certain factors which are beyond our control and may require us to obtain additional debt or equity capital or refinance all or a portion of our debt, including the 2029 Notes, on or before maturity. Though we generate revenues from product sales, we may incur significant operating losses over the next several years. Our ability to achieve profitable operations in the future will depend in large part upon completing development of products in our pipeline, obtaining regulatory approvals for these products and bringing these products to market, along with potential in-licensing of additional products approved by the FDA and manufacturing and selling these products.

Current wording

We believe that our available cash and short-term investments as of the date of this filing, together with anticipated cash generated from operations, will be sufficient to fund our anticipated level of operations beyond the next 12 months from the date of this filing. We expect that our operating results will vary from quarter-to-quarter and year-to-year depending upon various factors including revenues, selling, general and administrative expenses, and research and development expenses, particularly with respect to our clinical and preclinical development activities. Our ability to fund our operations in subsequent years will depend upon certain factors which are beyond our control and may require us to obtain additional debt or equity capital or refinance all or a portion of our debt, including the 2029 Notes and 0.50% Convertible Senior Notes due 2032 (“2032 Notes”), on or before maturity. Though we generate revenues from product sales, we may incur significant operating losses over the next several years. Our ability to achieve profitable operations in the future will depend in large part upon completing development of products in our pipeline, obtaining regulatory approvals for these products and bringing these products to market, along with potential in-licensing of additional products approved by the FDA and manufacturing and selling these products.

Previous wording

As of March 31, 2026, we had cash and cash equivalents of $78.4 million and available-for-sale marketable debt securities of $186.3 million. Substantial sources of funds over the past year, as summarized further below, include milestone payments from CSL Vifor totaling $57.5 million and $10.2 million from the sale of Renalys stock to Chugai.

Current wording

As of June 30, 2026, we had cash and cash equivalents of $117.7 million and available-for-sale marketable debt securities of $371.4 million. In July 2026, we paid Everest an upfront payment of $112.5 million pursuant to the terms of the Everest Agreement. Substantial sources of funds over the past year, as summarized further below, include net proceeds of $158.4 million from the issuance of 2032 Notes after giving effect to the partial repurchase of 2029 Notes, milestone payments from CSL Vifor totaling $40.0 million, a milestone payment of $25.0 million from Mirum and $10.2 million from the sale of Renalys stock to Chugai.

Previous wording

Over the next 12 months, our expected financial obligations include, but are not limited to, funding our operations, operating lease payments, interest payments on our outstanding debt, anticipated milestone payments, royalties on sales of our existing commercialized products, research and development expenses pertaining to clinical and preclinical development activities across our pipeline, expenses associated with the ongoing commercialization of FILSPARI in IgAN and expenses associated with the commercial launch of FILSPARI in FSGS. Sources of cash over this period include net revenues from sales of our products, the sale or maturity of investments in our portfolio of marketable debt securities, FILSPARI royalties and certain earned and potential milestone payments, including a milestone payment of $25.0 million from Mirum received in April 2026.

Current wording

Over the next 12 months, our expected financial obligations include, but are not limited to, funding our operations, operating lease payments, interest payments on our outstanding debt, anticipated milestone payments, royalties on sales of our existing commercialized products, research and development expenses pertaining to clinical and preclinical development activities across our pipeline, expenses associated with the ongoing commercialization of FILSPARI in IgAN and expenses associated with the commercial launch of FILSPARI in FSGS. Sources of cash over this period include net revenues from sales of our products, the sale or maturity of investments in our portfolio of marketable debt securities, FILSPARI royalties and certain earned and potential milestone payments.

Previous wording

Beyond the next 12 months and over the foreseeable future, our known commitments and potential financial obligations will likely include ongoing operations funding, operating lease payments, interest payments on our outstanding debt, royalties on sales of our existing commercialized products, research and development expenses pertaining to clinical and preclinical development activities across our pipeline, milestone and royalty payments associated with FILSPARI, pegtibatinase, and other developmental programs based upon the achievement of certain agreement-specific criteria, along with sales-based royalties and the repayment of principal on the outstanding 2029 Notes, which mature on March 1, 2029. Potential sources of cash over this time horizon may include net revenues from sales of our existing products and, if commercialized, our pipeline products, licensing revenue, the sale or maturity of marketable debt securities in our investment portfolio, the refinancing of all or a portion of our debt, on or before maturity, or the issuance of additional debt or equity. In addition, depending on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors, we may also from time to time seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions or otherwise, and the amounts involved in such purchases and/or exchanges, individually or in the aggregate, may be material. We may not be able to successfully conduct financing or refinancing activity on favorable terms or at all.

Current wording

Beyond the next 12 months and over the foreseeable future, our known commitments and potential financial obligations will likely include ongoing operations funding, operating lease payments, interest payments on our outstanding debt, royalties on sales of our existing commercialized products, research and development expenses pertaining to clinical and preclinical development activities across our pipeline, milestone and royalty payments associated with FILSPARI, pegtibatinase, and other developmental programs based upon the achievement of certain agreement-specific criteria, along with sales-based royalties and the repayment of principal on the outstanding 2029 Notes, which mature on March 1, 2029, and 2032 Notes, which mature on May 15, 2032. Potential sources of cash over this time horizon may include net revenues from sales of our existing products and, if commercialized, our pipeline products, licensing revenue, the sale or maturity of marketable debt securities in our investment portfolio, the refinancing of all or a portion of our debt, on or before maturity, or the issuance of additional debt or equity. In addition, depending on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors, we may also from time to time seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions or otherwise, and the amounts involved in such purchases and/or exchanges, individually or in the aggregate, may be material. We may not be able to successfully conduct financing or refinancing activity on favorable terms or at all.

Previous wording

As of March 31, 2026, we have future minimum rental commitments totaling $16.9 million arising from our operating lease and sublease income totaling $3.2 million. These commitments represent the aggregate base rent through August 2028.

Current wording

As of June 30, 2026, we have future minimum rental commitments totaling $15.2 million arising from our operating lease and sublease income totaling $2.8 million. These commitments represent the aggregate base rent through August 2028.

Previous wording

In 2012, we entered into an agreement with Ligand Pharmaceuticals, Inc. ("Ligand") for a worldwide sublicense to develop, manufacture and commercialize FILSPARI (the “Ligand License Agreement”). As consideration for the license, we are required to make substantial payments upon the achievement of certain milestones, totaling up to $114.1 million. Through March 31, 2026, we have paid $47.2 million for contractual milestones achieved under the Ligand License Agreement. Pursuant to the terms of the Ligand License Agreement, we are obligated to pay to Ligand an escalating royalty between 15% and 17% of net sales of FILSPARI and any other products containing FILSPARI or related compounds, with payments due quarterly. We began incurring costs associated with such royalties following the February 2023 approval of FILSPARI.

Current wording

In 2012, we entered into an agreement with Ligand Pharmaceuticals, Inc. ("Ligand") for a worldwide sublicense to develop, manufacture and commercialize FILSPARI (the “Ligand License Agreement”). As consideration for the license, we are required to make substantial payments upon the achievement of certain milestones, totaling up to $114.1 million. Through June 30, 2026, we have paid $48.7 million for contractual milestones achieved under the Ligand License Agreement. Pursuant to the terms of the Ligand License Agreement, we are obligated to pay to Ligand an escalating royalty between 15% and 17% of net sales of FILSPARI and any other products containing FILSPARI or related compounds, with payments due quarterly. We began incurring costs associated with such royalties following the February 2023 approval of FILSPARI.

Previous wording

On March 11, 2022, we completed a registered underwritten public offering of $316.3 million aggregate principal amount of 2.25% Convertible Senior Notes due 2029 (“2029 Notes”). We issued the 2029 Notes under an indenture, dated as of September 10, 2018, as supplemented by the second supplemental indenture, dated as of March 11, 2022 (collectively, the “2029 Indenture”). The 2029 Notes will mature on March 1, 2029, unless earlier repurchased, redeemed, or converted. The 2029 Notes are senior unsecured obligations of ours and bear interest at an annual rate of 2.25%, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2022. The 2029 Notes do not contain any financial or operating covenants or any restrictions on the payment of dividends, the issuance of other indebtedness or the issuance or repurchase of securities by us.

Current wording

On May 11, 2026, we completed a registered underwritten public offering of $525.0 million aggregate principal amount of our 2032 Notes. We issued the 2032 Notes under an indenture dated as of May 11, 2026, as supplemented by the first supplemental indenture, dated as of May 11, 2026 (collectively, the “2032 Indenture”). The 2032 Notes will mature on May 15, 2032, unless earlier repurchased, redeemed, or converted. The 2032 Notes are senior unsecured obligations of ours and bear interest at an annual rate of 0.50%, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026. The 2032 Notes do not contain any financial or operating covenants or any restrictions on the payment of dividends, the issuance of other indebtedness or the issuance or repurchase of securities by us.

Previous wording

•payment obligations related to the 2029 Notes;

Current wording

•payment obligations related to the 2029 Notes and 2032 Notes;

Previous wording

Cash used in operating activities from continuing operations for the three months ended March 31, 2026 was $40.4 million compared to $42.2 million for the three months ended March 31, 2025. The change was due to a $48.6 million increase in total net product sales and the timing of payments from normal operations.

Current wording

Cash provided by operating activities for the six months ended June 30, 2026 was $17.7 million compared to cash used of $37.2 million for the six months ended June 30, 2025. The change was due to a $115.1 million increase in total net product sales, offset by an increase in operational expenses and the timing of payments from normal operations.

Previous wording

Cash provided by investing activities for the three months ended March 31, 2026 was $21.5 million compared to $41.3 million for the three months ended March 31, 2025. The fluctuation in net cash provided by investing activities resulted primarily from the timing differences in investment purchases, sales and maturities, and the fluctuation of our portfolio mix between cash equivalents and short-term investment holdings and an increase in intangible asset purchases.

Current wording

Cash used in investing activities for the six months ended June 30, 2026 was $184.7 million compared to cash provided by of $46.1 million for the six months ended June 30, 2025. The change resulted primarily from the investment of the net proceeds of the 2032 Notes and partial repurchase of the 2029 Notes, as well as timing differences in investment purchases, sales and maturities, and the fluctuation of our portfolio mix between cash equivalents and short-term investment holdings and an increase in intangible asset purchases.

Previous wording

Cash provided by financing activities from continuing operations for the three months ended March 31, 2026 was $4.2 million compared to cash provided by of $3.7 million for the three months ended March 31, 2025. The change was primarily due to an increase in proceeds from the exercise of stock options during the three months ended March 31, 2026.

Current wording

Cash provided by financing activities from continuing operations for the six months ended June 30, 2026 was $191.7 million compared to cash provided by of $5.2 million for the six months ended June 30, 2025. The change was primarily due to net proceeds of $158.4 million from the issuance of the 2032 Notes and the partial repurchase of the 2029 Notes and an increase in proceeds from the exercise of stock options during the six months ended June 30, 2026.