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Viridian Therapeutics IncDE

For the period ended Dec 31, 2024. Filed Mar 3, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 3, 2025

VRDN$30.19+6.0%Stored close · as of Nov 9, 2026

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Contents

ITEM 9B. OTHER INFORMATION

Rule 10b5-1 Trading Plans

During the three months ended December 31, 2024, none of the Company’s directors or officers adopted orterminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 or Regulation S-K.

Amended Executive Employment Agreements

On February 25, 2025, the Company and Stephen Mahoney, the Company’s President, Chief Executive Officer and Director, entered into an amendment, effective January 1, 2025, to his employment agreement with the Company, dated as of October 27, 2023 (as amended, the “CEO Executive Employment Agreement”). On February 25, 2025, the Company also entered into amendments to the existing employment agreements (as amended, the “Non-CEO Executive Employment Agreements”) with Thomas Beetham, the Company’s Chief Operating Officer, Seth Harmon, the Company’s Chief Financial Officer, and Jennifer Tousignant, the Company’s Chief Legal Officer (each, an “Executive” and, collectively, the “Non-CEO Executives” and the Non-CEO Executives, together with Mr. Mahoney, the “Executives”).

The principal terms of the Executives’ compensation arrangements, including annual base salary and target bonus opportunity, were not modified pursuant to the amendments. The amendments to the CEO Executive Employment Agreement and the Non-CEO Executive Employment Agreements provide that (a) a change in title, reporting relationships and/or responsibilities of the applicable Executive could constitute a material reduction in such Executive’s authority, duties or responsibilities pursuant to which such Executive may terminate his or her employment with the Company by resigning for “good reason,” and that the determination of whether a material reduction has occurred shall be made by the Company in good faith other than in connection with a change in control (as defined in the applicable agreement); and (b) in the event of an involuntary termination in connection with a change in control, each Executive shall be entitled to receive (i) continued payment of his or her annual base salary in effect immediately prior to the termination for a period of 24 months, in the case of Mr. Mahoney, or 12 months, in the case of the Non-CEO Executives, payable over the Company’s regular payroll schedule; (ii) reimbursement of COBRA coverage for up to 24 months, in the case of Mr. Mahoney, or 12 months, in the case of the Non-CEO Executives (or, if sooner, until he or she receives substantially similar coverage from another employer or ceases to be eligible for COBRA coverage); (iii) the immediate vesting of all of the Executive’s outstanding stock options and other equity awards that are subject to time-based vesting requirements; and (iv) payment of his or her Annual Performance Bonus (as defined in the CEO Executive Employment Agreement or the Non-CEO Executive Employment Agreements, as applicable) at either two times the full Target Amount (as defined in the CEO Executive Employment Agreement), with respect to Mr. Mahoney, or the full Target Amount (as defined in the applicable Non-CEO Executive Employment Agreement), with respect to the Non-CEO Executives, in each case within thirty days after the effective date of the involuntary termination.

The foregoing summaries of the CEO Executive Employment Agreement and the Non-CEO Executive Employment Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the applicable Executive’s employment agreement, as amended. Copies of the amendments for each of the CEO Executive Employment Agreement, with respect to Mr. Mahoney, and Non-CEO Executive Employment Agreements, with respect to each of Mr. Beetham, Mr. Harmon and Ms. Tousignant, are filed as exhibits to this Annual Report.

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