Kymera Therapeutics, Inc. 8-K

What Happened
Kymera Therapeutics, Inc. announced on February 26, 2026 that it entered into a Sales Agreement with TD Securities (USA) LLC (TD Cowen) to conduct an "at‑the‑market" (ATM) offering of up to $500 million of common stock. The company also terminated its prior Open Market Sale AgreementSM with Jefferies LLC effective immediately and filed a prospectus supplement registering resale rights for certain selling stockholders under a prior registration rights agreement. Legal opinions from Goodwin Procter LLP covering the proposed issuances and the resale registration were filed as exhibits.

Key Details

• ATM program size: up to $500,000,000 aggregate offering price of common stock.
• Sales agent and terms: TD Securities (USA) LLC will sell on a best‑efforts basis under the Company's discretion; commission up to 3.0% of gross proceeds.
• Company rights: Kymera is not obligated to sell any shares; sales may be suspended or terminated by either party. Sales may occur on Nasdaq or by other methods permitted under Rule 415.
• Resale registration: prospectus supplement filed to register up to 18,819,826 resale shares and 12,565,253 shares issuable upon exercise of pre‑funded warrants held by selling stockholders; company receives proceeds only on any cash exercise of those warrants.
• Termination: Jefferies acknowledged termination of the prior Open Market Sale Agreement, effective February 26, 2026.

Why It Matters
This ATM agreement gives Kymera flexible access to equity capital markets to raise up to $500M over time, which management can use as needed (e.g., R&D, operations). Because the company is not required to sell shares, the program provides optionality rather than an immediate capital raise. If shares are sold under the program, existing shareholders would experience dilution; the company would also incur selling costs (up to 3% commission). The resale prospectus for selling stockholders facilitates secondary sales by those investors but does not itself raise proceeds for Kymera unless the pre‑funded warrants are exercised for cash.