Arrowhead registers resale of 11,926,301 shares by a selling stockholder

Who is selling

Arrowhead Pharmaceuticals, Inc. (Nasdaq: ARWR) filed a prospectus supplement on March 7, 2025 that registers the resale of 11,926,301 shares of its common stock. The only selling stockholder named is Sarepta Therapeutics Investments, Inc., a wholly owned subsidiary of Sarepta Therapeutics, Inc. The supplement lists the holding as 8.0% of Arrowhead's common stock outstanding. The table shows that Sarepta would hold none of the shares after the offering, based on 137,317,373 shares outstanding as of February 25, 2025.

Sarepta bought the shares under a stock purchase agreement with Arrowhead dated November 25, 2024. Arrowhead is registering the resale because an investor rights agreement dated February 7, 2025 requires it. The supplement says Arrowhead will not receive any proceeds from sales by Sarepta, and that Sarepta bears its own discounts, concessions and selling commissions. Arrowhead pays the other registration costs.

The supplement does not give the price Sarepta paid for the shares, and it does not describe other terms of the purchase agreement. It says Arrowhead has no agreements, arrangements or understandings with Sarepta about whether, when or at what price the shares will be sold. Sarepta may sell some, all or none of the shares, and Arrowhead does not know how long it will hold them.

How the shares could be sold

The supplement lists a broad set of possible methods. These include distributions to Sarepta's equityholders, ordinary brokerage transactions, block trades, purchases by a broker-dealer as principal, privately negotiated transactions, short-sale settlements, options and hedging transactions, and sales under Rule 144. Sales could be made on the Nasdaq Global Select Market, in the over-the-counter market or in negotiated trades. The supplement says that registration does not mean Sarepta will sell any shares.

The last reported sale price of Arrowhead's common stock was $17.11 per share on March 4, 2025. The supplement does not say what a sale at that price or any other price would raise for Sarepta.

The supplement names no underwriter for the resale.

The company's pipeline

The supplement says the company's most advanced candidate, plozasiran, has completed a Phase 3 study in patients with familial chylomicronemia syndrome and that the company expects its first commercial launch in 2025. It also says the FDA accepted the new drug application for plozasiran, announced on January 17, 2025. Acceptance is a filing step, not an approval. The company's annual report for the fiscal year ended September 30, 2024, filed November 26, 2024, describes plozasiran as designed to reduce production of apolipoprotein C-III.

The report says the company has 16 clinical-stage investigational medicines, ranging from Phase 1 to Phase 3, and a discovery pipeline that can produce several new clinical candidates each year. It describes its therapies as using RNA interference to knock down target genes, and says its pipeline now covers disease targets in the liver, lung, central nervous system, muscle and adipose tissue.

The launch expectation is the company's own and depends on FDA approval, which the supplement does not report.

What the resale means

The supplement is a resale registration, so the company's cash position is not part of this transaction. The question for holders is supply: a block of 8.0% of the outstanding stock is now registered for sale, and the supplement says it may be sold in many ways and at varying prices. The supplement describes no Sarepta plan to sell, and Arrowhead says it has no agreements with Sarepta about a sale.

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