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Mineralys Therapeutics Inc

For the period ended Dec 31, 2024. Filed Feb 12, 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 Feb 12, 2025

MLYS$15.81+3.1%Stored close · as of Nov 9, 2026

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Contents

Item 9B. Other Information

2025 Employment Inducement Incentive Award Plan

On February 10, 2025, the Compensation Committee (the Committee) of the Company approved the Mineralys Therapeutics, Inc. 2025 Employment Inducement Incentive Award Plan (the 2025 Inducement Plan). The terms of the 2025 Inducement Plan are substantially similar to the terms of the Company’s 2023 Incentive Award Plan with the exception that incentive stock options may not be issued under the 2025 Inducement Plan and awards under the 2025 Inducement Plan may only be issued to eligible recipients under the applicable Nasdaq Listing Rules. The 2025 Inducement Plan was adopted by the Committee without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.

There are initially 1,000,000 shares of the Company’s common stock reserved for issuance pursuant to awards granted under the 2025 Inducement Plan. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, awards under the 2025 Inducement Plan may only be made to an employee who is commencing employment with the Company or any of its affiliates or who is being rehired following a bona fide interruption of employment by the Company or any of its affiliates, in any case if he or she is granted such award in connection with his or her commencement of employment with the Company or any of its affiliates and such grant is an inducement material to his or her entering into employment with the Company or any of its affiliates, as applicable.

The foregoing description of the 2025 Inducement Plan is a summary only and does not describe all terms and conditions applicable to the 2025 Inducement Plan. The description is subject to and qualified in its entirety by the terms of the 2025 Inducement Plan and the forms of stock option and restricted stock unit agreements, copies of which are filed hereto within exhibit 10.12.

Rule 10b5-1 Trading Plans

During the three months ended December 31, 2024, one of our officers (as defined in Rule 16a-1(f) of the Exchange Act)adopted orterminated a contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in the SEC’s rules). The material terms of these Rule 10b5-1 trading arrangements are described below:

Name and TitleAction TakenType of Trading ArrangementNature of Trading ArrangementDuration of Trading ArrangementNumber of Securities
David Rodman, M.D., Chief Medical OfficerAdoption 10/25/2024Trading plan intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c)Sale of the Company’s common stock pursuant to the terms of the plan4/1/2025 - 12/31/2025(1)

(1)The executive’s Rule 10b5-1 trading arrangement provides for the sale of up to (i)132,730 shares of common stock that are currently outstanding and (ii)31,118 shares of common stock subject to a stock option award granted to Dr. Rodman that vests ratably over time.

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