ARROWHEAD PHARMACEUTICALS INC

(c)Trading Plans

During the quarter ended June 30, 2024, the following directors and officers (as defined in Exchange Act Rule 16a-1(f)) adopted certain trading plans intended to satisfy Rule 10b5-1(c):

(1) This column indicates the total number of shares vesting in connection with equity awards, not the number of shares to be sold. The actual number of shares to be sold will be a smaller number based on whatever is required to satisfy payment of applicable withholding taxes under sell-to-cover arrangements.

Financing Agreement

On August 7, 2024 (the “Closing Date”), the Company entered into a financing agreement (the “Financing Agreement”) with the guarantors party thereto, the lenders party thereto (the “Lenders”), and Sixth Street Lending Partners, as the administrative agent and collateral agent for the Lenders. The Financing Agreement provides for a senior secured term loan facility of up to an aggregate principal amount of $935.3 million (the “Credit Facility”), consisting of (a) an initial draw term loan facility in an aggregate principal amount of $400.0 million, funded on the Closing Date (the “Initial Loan”), (b) a delayed draw term loan in an aggregate principal amount not exceeding $435.3 million (the “Delayed Draw Term Loan”) and (c) an uncommitted incremental facility in an aggregate principal amount not to exceed $100.0 million (the “Incremental Facility” and the loans made thereof, the “Incremental Term Loans”). The Credit Facility matures on August 7, 2031 (the “Maturity Date”) and bears interest at an annual rate equal to 15.0%. Certain additional commitment and undrawn amount fees are also payable in connection with the Credit Facility.

The Company is permitted to use the proceeds of the Initial Loan for working capital, capital expenditures and general corporate purposes of the Company and its subsidiaries. The proceeds of Delayed Draw Term Loans made after the Closing Date are permitted to be applied by the Company solely to pay interest on the Credit Facility. The Incremental Term Loans made after the Closing Date are permitted to be applied by Company in a manner as agreed upon between the Company and the administrative agent.

The Credit Facility does not provide for scheduled amortization payments during the term. All principal will be due on the Maturity Date. The Company will have the right to prepay loans under the Credit Facility at any time. The Company is required to partially repay loans under the Credit Facility with proceeds from certain asset sales, condemnation events and extraordinary receipts, subject, in some cases, to reinvestment rights. Repayments are not subject to a prepayment premium.

All obligations under the Financing Agreement will be secured on a first-priority basis, subject to certain exceptions, by security interests in substantially all assets of the Company and material subsidiaries of the Company, including its intellectual property, and will be guaranteed by material subsidiaries of the Company, including foreign subsidiaries, subject to certain exceptions.

The Financing Agreement contains customary covenants, including, without limitation, negative covenants that, subject to certain exceptions, restrict indebtedness, liens, investments (including acquisitions), fundamental changes, asset sales and licensing transactions, dividends, modifications to material agreements, payment of subordinated indebtedness, and other matters customarily restricted in such agreements. The Company is subject to restrictions on sales and licensing transactions with respect to certain core intellectual property, subject to certain exceptions, including certain transactions related to areas outside the United States, the United Kingdom, the European Union, Japan and China.

The Financing Agreement also contains certain events of default after which loans under the Credit Facility may be due and payable immediately, including payment defaults, material inaccuracy of representations and warranties, covenant defaults, bankruptcy and insolvency proceedings, cross-defaults to certain other agreements, judgments against the Company and its subsidiaries, cessation of business and change of control.

The above description of the Financing Agreement and Credit Facility is a summary only and is qualified in its entirety by reference to the Financing Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending September 30, 2024.