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NASDAQ: MIRM Mirum Pharmaceuticals, Inc. 8-K

Mirum prices $690M convertible notes, uses $475M cash + 3.2M shares to refinance $237M of 2029 debt

Filed May 18, 2026 · Period ending May 12, 2026 · ~1 min read

5 key changes 3 high relevance 5 sections

Key Changes

  • high

    Issued $690M of 0% convertible notes due 2032 (conversion price $138.94/share, 30% premium to May 12 close). Net proceeds $671.6M after fees.

    Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
  • high

    Used $475M cash plus 3,220,529 shares to exchange $237.2M principal of existing 4% 2029 notes, eliminating near-term maturity and interest expense.

    Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
  • high

    Notes convert into up to 6.5M shares at initial rate of 9.3562 shares per $1,000 principal, subject to anti-dilution adjustments. Company may settle in cash, stock, or combination.

    Item 3.02 — Unregistered Sales of Equity Securities verify on EDGAR →
  • medium

    Remaining ~$196M earmarked for general corporate purposes, potentially including acquisitions of complementary products, technologies, or businesses.

    Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
  • medium

    Notes redeemable after June 2029 only if stock exceeds 130% of conversion price for 20 of 30 trading days. Holders may require repurchase at par upon fundamental change events.

    Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →

Summary

Mirum completed a $690 million convertible debt refinancing that extends its maturity profile and eliminates interest expense. The company issued 0% convertible notes due 2032 at a conversion price of $138.94 per share (30% premium to the May 12 close), then immediately deployed $475 million in cash plus 3.2 million shares to retire $237.2 million principal amount of its existing 4% notes due 2029.

The exchange pushes out the maturity by three years and eliminates the 4% coupon, though at the cost of significant cash outlay and immediate dilution from the share issuance. The transaction leaves Mirum with approximately $196 million in net proceeds for general corporate purposes, including potential acquisitions.

The new notes carry standard conversion mechanics—holders can convert under certain conditions including stock price thresholds, and the company retains flexibility to settle in cash, stock, or a combination. Maximum potential dilution from the new notes is 6.5 million shares at the initial conversion rate, subject to anti-dilution adjustments. The company cannot redeem the notes before June 2029, and redemption thereafter requires the stock to trade above 130% of the conversion price for at least 20 of 30 days. This is a balance-sheet optimization that trades near-term cash and dilution for lower cost of capital and extended runway.

Section-by-Section Diff

Event · Exhibit 99.2

Mirum priced $600M convertible notes due 2032 at 0% interest, using ~$475M to refinance $237.2M of 2029 notes via exchange.

5 Added
Added Convertible notes offering high

Added in current filing · view on EDGAR →

Mirum Pharmaceuticals, Inc. (“Mirum”) (Nasdaq: MIRM), a leading rare disease company, today announced the pricing of its offering of $600.0 million aggregate principal amount of 0.00% convertible senior notes due 2032 (the “notes”) in a private placement (the “offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The issuance and sale of the notes are scheduled to settle on May 15, 2026, subject to customary closing conditions. Mirum also granted the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $90.0 million aggregate principal amount of notes.

Mirum priced a $600 million offering of convertible senior notes due 2032 with 0% interest, settling May 15, 2026. The initial purchasers have a 13-day option to buy an additional $90 million. The notes are senior unsecured obligations sold to qualified institutional buyers under Rule 144A.

Added Conversion terms high

Added in current filing · verify on EDGAR →

The initial conversion rate is 7.1971 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $138.94 per share of common stock. The initial conversion price represents a premium of approximately 30.0% over the last reported sale price of $106.88 per share of Mirum’s common stock on May 12, 2026.

The notes convert at 7.1971 shares per $1,000 principal, equivalent to a conversion price of $138.94 per share. This represents a 30% premium over the May 12, 2026 closing price of $106.88. Conversion is restricted before March 1, 2032 to certain circumstances, then freely convertible until maturity.

Added Redemption provisions medium

Added in current filing · view on EDGAR →

Mirum may not redeem the notes at its election at any time before June 6, 2029. The notes will be redeemable, in whole or in part (subject to a partial redemption limitation), for cash at Mirum’s option at any time, and from time to time, on a redemption date on or after June 6, 2029 and, in the case of any partial redemption, on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the notes to be redeemed, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the redemption date, but only if (i) the notes are “freely tradable” (as defined in the indenture for the notes) as of the date Mirum sends the related redemption notice and all accrued and unpaid additional interest, if any, has been paid in full as of the first interest payment date occurring on or before the date Mirum sends such notice; and (ii) the last reported sale price per share of Mirum’s common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date Mirum sends the related redemption notice; and (2) the trading day immediately before the date Mirum sends such notice.

Mirum cannot redeem the notes before June 6, 2029. After that date, redemption is permitted at par plus accrued interest, but only if the notes are freely tradable and the stock price exceeds 130% of the conversion price on at least 20 of the prior 30 trading days and on the day before the redemption notice.

Added Use of proceeds and 2029 notes refinancing high

Added in current filing · view on EDGAR →

Mirum estimates that the net proceeds from the offering will be approximately $583.8 million (or approximately $671.6 million if the initial purchasers fully exercise their option to purchase additional notes), after deducting the initial purchasers’ discounts and commissions and Mirum’s estimated offering expenses.

Mirum expects to use a portion of the net proceeds from the offering to pay the cash portion of the consideration in the note exchange transactions as described below. Mirum expects to use the remainder of the net proceeds of this offering for general corporate purposes, which may include the acquisition of complementary products, technologies, intellectual property or businesses as part of its growth strategy.

Mirum expects to use approximately $475.0 million of the net proceeds from the offering and to issue approximately 3.2 million shares of its common stock in exchange for approximately $237.2 million aggregate principal amount of the 4.00% convertible senior notes due 2029 (the “2029 notes”) in privately negotiated transactions (each, a “note exchange transaction”) entered into concurrently with the pricing of the offering.

Net proceeds are estimated at $583.8 million (or $671.6 million if the option is exercised). Mirum will use approximately $475 million in cash plus 3.2 million shares to exchange for $237.2 million principal amount of its existing 4% 2029 convertible notes. The remainder will fund general corporate purposes, potentially including acquisitions.

Added Potential market impact from hedge unwinds medium

Added in current filing · view on EDGAR →

In connection with any note exchange transaction, Mirum expects that holders of the 2029 notes who agree to have their 2029 notes exchanged and who have hedged their equity price risk with respect to such 2029 notes (the “hedged holders”) will, concurrently with, or shortly after, the pricing of the notes, unwind all or part of their hedge positions by buying Mirum’s common stock and/or entering into or unwinding various derivative transactions with respect to its common stock. The amount of Mirum’s common stock to be purchased by the hedged holders or the notional number of shares of Mirum’s common stock underlying such derivative transactions may be substantial in relation to the historical average daily trading volume of Mirum’s common stock. This activity by the hedged holders could increase (or reduce the size of any decrease in) the market price of Mirum’s common stock.

Holders exchanging their 2029 notes who had hedged their positions are expected to unwind those hedges by buying Mirum stock or adjusting derivatives. The company warns this activity could be substantial relative to normal trading volume and may increase the stock price or reduce any decline.

Event · Exhibit 99.1

Mirum announces $600M convertible notes offering due 2032, with proceeds to partially exchange existing 2029 notes and fund general corporate purposes.

4 Added
Added Convertible notes offering high

Added in current filing · view on EDGAR →

$600.0 million aggregate principal amount of convertible senior notes due 2032 (the “notes”) in a private placement (the “offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Mirum also expects to grant the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $90.0 million aggregate principal amount of notes.

Mirum intends to offer $600 million in convertible senior notes maturing June 1, 2032, with an additional $90 million greenshoe option. The notes will be senior unsecured obligations convertible into cash, stock, or a combination at the company's election. Interest rate and conversion terms will be determined at pricing.

Added Use of proceeds high

Added in current filing · view on EDGAR →

Mirum expects to use a portion of the net proceeds from the offering to pay the cash portion of the consideration in the note exchange transactions as described below. Mirum expects to use the remainder of the net proceeds of this offering for general corporate purposes, which may include the acquisition of complementary products, technologies, intellectual property or businesses as part of its growth strategy.

Proceeds will partially fund exchanges of existing 2029 notes (4.00% convertible notes) through privately negotiated transactions. Remaining proceeds are earmarked for general corporate purposes, potentially including acquisitions of complementary products, technologies, or businesses.

Added 2029 notes exchange transactions medium

Added in current filing · view on EDGAR →

Mirum expects to use a portion of the net proceeds from the offering and to issue shares of its common stock in exchange for a portion of its outstanding 4.00% convertible senior notes due 2029 (the “2029 notes”) in privately negotiated transactions (each, a “note exchange transaction”) entered into concurrently with the pricing of the offering. The terms of each note exchange transaction will depend on a variety of factors, including the market price of Mirum’s common stock and the trading price of the 2029 notes at the time of such note exchange transactions.

Mirum plans to exchange a portion of its existing 2029 convertible notes using cash from the new offering plus shares of common stock. The exchange will occur concurrently with pricing of the new notes, with terms dependent on market conditions. The amount and terms are not yet determined.

Added Potential stock price impact from hedge unwinding medium

Added in current filing · view on EDGAR →

In connection with any note exchange transaction, Mirum expects that holders of the 2029 notes who agree to have their 2029 notes exchanged and who have hedged their equity price risk with respect to such 2029 notes (the “hedged holders”) will, concurrently with, or shortly after, the pricing of the notes, unwind all or part of their hedge positions by buying Mirum’s common stock and/or entering into or unwinding various derivative transactions with respect to its common stock. The amount of Mirum’s common stock to be purchased by the hedged holders or the notional number of

shares of Mirum’s common stock underlying such derivative transactions may be substantial in relation to the historical average daily trading volume of Mirum’s common stock. This activity by the hedged holders could increase (or reduce the size of any decrease in) the market price of Mirum’s common stock, including concurrently with the pricing of the notes, resulting in a higher effective conversion price for the notes.

Mirum warns that holders of the 2029 notes who have hedged their positions may unwind those hedges by purchasing common stock or adjusting derivatives, potentially in substantial volumes relative to normal trading. This could temporarily increase the stock price around the pricing of the new notes, affecting the conversion price.

Event · Item 8.01 — Other Events

~300 words

Mirum announced pricing of convertible notes offering; proceeds use not disclosed in 8-K body.

1 Added
Added Convertible notes offering high

Added in current filing · verify on EDGAR →

On May 12, 2026, the Company issued a press release announcing the launch of the offering of the Notes. On May 12, 2026, the Company issued a press release announcing the pricing of the offering of the Notes.

Mirum disclosed it launched and priced an offering of convertible notes on May 12, 2026. The 8-K body does not specify the offering size, conversion terms, interest rate, or maturity; those details are presumably in the attached press releases (Exhibits 99.1 and 99.2). The filing references use of proceeds in forward-looking statements but does not disclose the actual use.

Event · Item 3.02 — Unregistered Sales of Equity Securities

~300 words

Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.

1 Added
Added Convertible notes issuance high

Added in current filing · verify on EDGAR →

The Notes were issued to the initial purchasers in reliance upon Section 4(a) (2) of the Securities Act of 1933, as amended (the “Securities Act”), in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act.

Mirum issued convertible notes in a private placement to institutional buyers. The notes were sold to initial purchasers who then resold them to qualified institutional buyers under Rule 144A, meaning the securities were not registered with the SEC and are restricted to sophisticated investors.

Event · Item 1.01 — Entry into a Material Definitive Agreement

~1,900 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

4 Added
Added Convertible debt issuance high

Added in current filing · verify on EDGAR →

On May 15, 2026, Mirum Pharmaceuticals, Inc. (the “Company”) issued $690.0 million aggregate principal amount of its 0.00% Convertible Senior Notes due 2032 (the “Notes”), which includes the full exercise of the initial purchasers’ option to purchase up to an additional $90.0 million aggregate principal amount of Notes.

The company issued $690 million of convertible senior notes that mature in 2032 and carry no regular interest. The notes convert at an initial rate of 7.1971 shares per $1,000 principal, equivalent to a conversion price of approximately $138.94 per share. Conversion is permitted under specific conditions including stock price thresholds (130% of conversion price) and timing windows, with the company having flexibility to settle in cash, stock, or a combination.

Added Redemption and repurchase terms medium

Added in current filing · verify on EDGAR →

The Company may not redeem the Notes at its option at any time before June 6, 2029. The Notes will be redeemable, in whole or in part (subject to the “Partial Redemption Limitation” (as defined in the Indenture)), at the Company’s option at any time, and from time to time, on a redemption date on or after June 6, 2029 and, in the case of any partial redemption, on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the redemption date, but only if (i) the Notes are “Freely Tradeable” (as defined in the Indenture) as of the date the Company sends the related redemption notice and all accrued and unpaid additional interest, if any, has been paid in full as of the first interest payment date occurring on or before the date the Company sends such notice; and (ii) the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends such redemption notice; and (2) the trading day immediately before the date the Company sends such notice.

The notes cannot be redeemed by the company before June 2029. After that date, redemption is permitted only if the stock price exceeds 130% of the conversion price for at least 20 of 30 trading days and the notes are freely tradeable. Noteholders have the right to require repurchase at par upon a Fundamental Change event such as certain business combinations or delisting events.

Added Use of proceeds medium

Added in current filing · verify on EDGAR →

The Company estimates that the net proceeds from the offering of the Notes will be approximately $671.6 million after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by the Company. The Company expects to use a portion of the net proceeds from the offering of the Notes to pay the cash portion of the consideration in the Note Exchange Transactions as described below. The Company expects to use the remainder of the net proceeds of this offering for general corporate purposes, which may include the acquisition of complementary products, technologies, intellectual property or businesses as part of its growth strategy.

Net proceeds are approximately $671.6 million after fees. After allocating approximately $475 million to the note exchange, the remaining roughly $196 million will be used for general corporate purposes including potential acquisitions of complementary products, technologies, or businesses.

Show 1 minor / wording change
Added Events of default low

Added in current filing · verify on EDGAR →

The Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Notes (which, in the case of a default in the payment of interest, if any, on the Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (iv) the Company’s failure to convert a Note in accordance with the Indenture upon the exercise of the conversion right with respect thereto, if such default is not cured within five business days after its occurrence; (v) a default by the Company in its other obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (vi) certain defaults by the Company or any of its “significant subsidiaries” (as defined in the Indenture) with respect to indebtedness for borrowed money with a principal amount of at least $75,000,000; and (vii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of its significant subsidiaries.

The indenture includes standard default triggers: payment defaults (with 30-day cure for interest), failure to send required notices, merger/asset-sale covenant violations, failure to honor conversion rights (5-day cure), other covenant breaches (60-day cure), cross-defaults on debt exceeding $75 million, and bankruptcy events. Bankruptcy involving the company itself causes immediate acceleration; other defaults require notice from the trustee or 25% of noteholders.

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