Ultragenyx Pharmaceutical Inc.

06/12/2026 | Press release | Distributed by Public on 06/12/2026 11:40

Initial Registration Statement for Employee Benefit Plan (Form S-8)

As filed with the Securities and Exchange Commission on June 12, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Ultragenyx Pharmaceutical Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of Incorporation or Organization)

27-2546083

(I.R.S. Employer Identification No.)

60 Leveroni Court

Novato, CA 94949

(Address of Principal Executive Offices, Zip Code)

Third Amended and Restated 2023 Incentive Plan

Employment Inducement Plan

(Full title of the plan)

Emil D. Kakkis, M.D., Ph.D.

President and Chief Executive Officer

Ultragenyx Pharmaceutical Inc.

60 Leveroni Court

Novato, CA 94949

(415) 483-8800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Karah Parschauer

Executive Vice President and Chief Legal Officer

Ultragenyx Pharmaceutical Inc.

60 Leveroni Court

Novato, CA 94949

Telephone: (415) 483-8800

Facsimile: (415) 483-8810

Ryan A. Murr, Esq.

Gibson, Dunn & Crutcher LLP

One Embarcadero Center, Suite 2600

San Francisco, CA 94111-3715

Telephone: (415) 393-8200

Facsimile: (415) 393-8306

_______________________________________

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 the definitions 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. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this "Registration Statement") registers additional shares of common stock, par value $0.001 per share ("Common Stock"), of Ultragenyx Pharmaceutical Inc. (the "Registrant") to be issued pursuant to the Ultragenyx Pharmaceutical Inc. 2023 Incentive Plan (as amended and restated, the "2023 Plan") and the Ultragenyx Pharmaceutical Inc. Employment Inducement Plan (as amended, the "Inducement Plan"), pursuant to the Fourth Amendment to the Inducement Plan, for the grant of inducement awards for employment with the Registrant pursuant to Nasdaq Listing Rule 5635(c)(4).

The information contained in the Registrant's registration statements on Form S-8 filed with the Securities and Exchange Commission (the "SEC") on February 12, 2021, June 8, 2023, July 12, 2024 and July 18, 2025 (SEC File Nos. 333-253007, 333-272518, 333-280776 and 333-288764), together with all exhibits filed therewith or incorporated therein by reference, are hereby incorporated by reference pursuant to General Instruction E to Form S-8, and the shares of Common Stock registered hereunder are in addition to the shares of Common Stock registered on such registration statements.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit No.

Exhibit Description

Incorporated by Reference

Filed Herewith

Form

Date

Number

4.1

Amended and Restated Certificate of Incorporation of Ultragenyx Pharmaceutical Inc.

8-K

2/5/2014

3.1

4.2

Second Amended and Restated Bylaws of Ultragenyx Pharmaceutical Inc.

8-K

12/21/2023

3.1

4.3

Form of Common Stock Certificate

S-1

11/8/2013

4.2

4.4

X

4.5

Employment Inducement Plan

10-K

2/12/2021

10.43

4.6

First Amendment to Employment Inducement Plan

S-8

6/8/2023

4.7

4.7

Second Amendment to Employment Inducement Plan

S-8

7/12/2024

4.7

4.8

Third Amendment to Employment Inducement Plan

S-8

7/18/2025

4.8

4.9

X

5.1

X

23.1

X

23.2

X

24.1

Power of Attorney (included on the signature page to this Registration Statement)

X

107

X

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 Novato, State of California, on June 12, 2026.

ULTRAGENYX PHARMACEUTICAL INC.

By:

/s/ Emil D. Kakkis

Name:

Emil D. Kakkis, M.D., Ph.D.

Title:

President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Emil D. Kakkis, M.D., Ph.D. and Howard Horn, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution in each of them singly, for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated.

Signature

Title

Date

/s/ Emil D. Kakkis

Emil D. Kakkis, M.D., Ph.D.

President and Chief Executive Officer and Director

(Principal Executive Officer)

June 12, 2026

/s/ Howard Horn

Howard Horn

Executive Vice President, Chief Financial Officer, Corporate Strategy

(Principal Financial Officer)

June 12, 2026

/s/ Theodore A. Huizenga

Theodore A. Huizenga

Senior Vice President and Chief Accounting Officer

(Principal Accounting Officer)

June 12, 2026

/s/ Daniel G. Welch

Daniel G. Welch

Chairman of the Board

June 12, 2026

/s/ Deborah Dunsire

Deborah Dunsire, M.D.

Director

June 12, 2026

/s/ Matthew K. Fust

Matthew K. Fust

Director

June 12, 2026

/s/ Michael Narachi

Michael Narachi

Director

June 12, 2026

/s/ Amrit Ray

Director

June 12, 2026

Amrit Ray, M.D.

/s/ Corsee D. Sanders

Director

June 12, 2026

Corsee D. Sanders, Ph.D.

/s/ Shehnaaz Suliman

Director

June 12, 2026

Shehnaaz Suliman, M.D.

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