TPG GP A, LLC → Odyssey Therapeutics, Inc. ODTX

The information set forth in or incorporated by reference in Items 2, 3, 5 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4. Share Purchase Agreement TPG Orazio II entered into a Share Purchase Agreement (the "Share Purchase Agreement") with the Issuer, dated as of May 7, 2026, pursuant to which it agreed to purchase, and the Issuer agreed to sell, $25,000,002 in shares of Common Stock at the $18.00 price per share of Common Stock at which shares were sold to the public in the Issuer's initial public offering (the "Concurrent Private Placement"). On May 11, 2026, the Concurrent Private Placement closed (the "Closing"), with the Issuer issuing to TPG Orazio II 1,388,889 shares of Common Stock. The aggregate purchase price of $25,000,002 paid by TPG Orazio II for the shares of Common Stock was funded by equity contributions of the limited partners of TPG Orazio II. Investors' Rights Agreement The TPG Funds entered into an Amended and Restated Investors' Rights Agreement (the "Investors' Rights Agreement") with the Issuer, dated as of June 16, 2025, providing for the registration under the Securities Act of 1933, as amended, for resale of the shares of Common Stock issued at Closing. Other than as described above, none of the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, without independent verification, any of the TPG GP A Officers, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management or capital structure of the Issuer as a means of enhancing shareholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein, including, without limitation, such matters as acquiring additional securities of the Issuer or disposing of securities of the Issuer(greek question mark) entering into an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries(greek question mark) selling or transferring a material amount of assets of the Issuer or any of its subsidiaries(greek question mark) changing the present board of directors or management of the Issuer, including changing the number or term of directors or filling any existing vacancies on the board of directors of the Issuer(greek question mark) materially changing the present capitalization or dividend policy of the Issuer(greek question mark) materially changing the Issuer's business or corporate structure(greek question mark) changing the Issuer's certificate of incorporation, bylaws or instruments corresponding thereto or taking other actions which may impede the acquisition of control of the Issuer by any person(greek question mark) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association(greek question mark) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1933, as amended(greek question mark) and taking any action similar to any of those enumerated above. Reference to and description of the Share Purchase Agreement and Investors' Rights Agreement set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of the Share Purchase Agreement and Investors' Rights Agreement, which have been filed as Exhibits 2 and 3 and are incorporated herein by this reference.