S-8 1 ef20078323_s8.htm S-8

As filed with the U.S. Securities and Exchange Commission on July 24, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

BRIDGEBIO PHARMA, INC.

(Exact name of registrant as specified in its charter)


Delaware		84-1850815
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3160 Porter Drive, Suite 250
Palo Alto, CA		94304
(Address of Principal Executive Offices)		(Zip Code)

BRIDGEBIO PHARMA, INC. THIRD AMENDED AND RESTATED 2021 STOCK OPTION AND INCENTIVE

PLAN

(Full title of the plan)

Neil Kumar

Chief Executive Officer

BridgeBio Pharma, Inc.

3160 Porter Drive, Suite 250

Palo Alto, CA 94304

(Name and address of agent for service)

(650) 391-9740

(Telephone number, including area code, of agent for service)

Copies to:

Mitchell S. Bloom, Esq.

Maggie L. Wong, Esq.

Natalie T. Martirossian, Esq.

Goodwin Procter LLP

525 Market Street

San Francisco, CA 94105

Telephone: (415) 733-6000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, BridgeBio Pharma, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register 2,000,000 additional shares of its common stock reserved and available for issuance under the BridgeBio Pharma, Inc. Third Amended and Restated 2021 Stock Option and Incentive Plan (formerly known as the Amended and Restated BridgeBio Pharma, Inc. 2019 Stock Option and Incentive Plan) (the “2021 Plan”), which was approved by the Registrant’s stockholders at the Registrant’s 2025 Annual Meeting of Stockholders on June 22, 2026. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement. The contents of the Registrant’s Registration Statements on Form S-8 (File Nos. 333-232491, 333-236872, 333-239718, 333-252394, 333-263009, 333-269600, 333-281190 and 333-289268), filed with the Commission on July 1, 2019, March 4, 2020, July 7, 2020, January 25, 2021, February 25, 2022, February 6, 2023, August 1, 2024 and August 5, 2025 respectively, are hereby incorporated by reference pursuant to General Instruction E.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.

Exhibits.

See the Exhibit Index below for a list of exhibits filed as part of this registration statement on Form S-8, which Exhibit Index is incorporated herein by reference.

EXHIBIT INDEX


Exhibit No.	Description

4.1	Form of Amended and Restated Certificate of Incorporation of the Registrant (1)

4.2	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant (2)

4.3	Form of Amended and Restated Bylaws of the Registrant (3)

4.4	Specimen Common Stock Certificate (4)

5.1*	Opinion of Goodwin Procter LLP

23.1*	Consent of Independent Registered Public Accounting Firm to BridgeBio Pharma, Inc.

23.2*	Consent of Goodwin Procter LLP (included in Exhibit 5.1)

24.1*	Power of Attorney (included on signature page)

99.1	BridgeBio Pharma, Inc. Third Amended and Restated 2021 Stock Option and Incentive Plan and forms of award agreements thereunder (5)

107*	Filing Fee Table

Filed herewith.

(1)	Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on July 3, 2019 and incorporated herein by reference.
(2)	Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on June 23, 2025 and incorporated herein by reference.
(3)	Filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form S-4, filed on November 6, 2020 and incorporated herein by reference.
(4)	Filed as Exhibit 4.1 to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1, filed on June 24, 2019 and incorporated herein by reference.
(5)	Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on June 26, 2026 and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California, this 24^th day of July, 2026.


BRIDGEBIO PHARMA, INC.

By:	/s/ Neil Kumar
	Neil Kumar, Ph.D.
	Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Neil Kumar, Thomas Trimarchi and Maricel M. Apuli as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated below.


Signature	Title	Date

/s/ Neil Kumar	Chief Executive Officer and Director	July 24, 2026
Neil Kumar, Ph.D.	(Principal Executive Officer)	July 24, 2026

/s/ Thomas Trimarchi	President and Chief Operating Officer	July 24, 2026
Thomas Trimarchi, Ph.D.	(Principal Financial Officer)	July 24, 2026

/s/ Maricel M. Apuli	Chief Accounting Officer	July 24, 2026
Maricel M. Apuli	(Principal Accounting Officer)	July 24, 2026
/s/ Eric Aguiar	Director	July 24, 2026
Eric Aguiar, M.D.		July 24, 2026

/s/ Jennifer E. Cook	Director	July 24, 2026
Jennifer E. Cook	Director	July 24, 2026

/s/ Douglas A. Dachille	Director	July 24, 2026
Douglas A. Dachille		July 24, 2026

/s/ Ronald J. Daniels	Director	July 24, 2026
Ronald J. Daniels		July 24, 2026

/s/ Andrea J. Ellis	Director	July 24, 2026
Andrea J. Ellis	Director	July 24, 2026


/s/ Fred Hassan	Director	July 24, 2026
Fred Hassan		July 24, 2026

/s/ Charles Homcy	Director	July 24, 2026
Charles Homcy, M.D.		July 24, 2026

/s/ Andrew W. Lo	Director	July 24, 2026
Andrew W. Lo, Ph.D.		July 24, 2026

/s/ Frank P. McCormick	Director	July 24, 2026
Frank P. McCormick, Ph.D.		July 24, 2026

/s/ James C. Momtazee	Director	July 24, 2026
James C. Momtazee		July 24, 2026

/s/ Ali J. Satvat	Director	July 24, 2026
Ali J. Satvat		July 24, 2026

/s/ Hannah A. Valantine	Director	July 24, 2026
Hannah A. Valantine, M.D.		July 24, 2026