Item 1.01 Entry into a Material Definitive Agreement.

UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549~~STATES

~~FORM~~SECURITIES ~~8-K~~AND EXCHANGE COMMISSION

~~CURRENT~~WASHINGTON, ~~REPORT~~D.C. 20549

~~Pursuant~~FORM ~~to Section 13 or 15(d) of the Securities Exchange Act of 1934~~8-K

~~Date~~CURRENT ~~of Report (Date of earliest event reported): January 16, 2026~~REPORT

~~Jaguar~~Pursuant ~~Health,~~to ~~Inc.~~Section 13 or 15(d)

~~(Exact name~~ of ~~Registrant~~the asSecurities ~~Specified~~Exchange inAct ~~Its~~of ~~Charter)~~1934

Delaware	001-36714	46-2956775
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
200 Pine StreetSuite 400
San Francisco, California		94104
(Address of Principal Executive Offices)		(Zip Code)

Date of Report (Date of earliest event reported): February 18, 2026

~~Registrant’s~~Jaguar ~~Telephone Number~~Health, ~~Including Area Code: (415) 371-8300~~Inc.

(~~Former~~Exact ~~Name~~name orof ~~Former~~Registrant ~~Address,~~as ifSpecified ~~Changed~~in ~~Since~~Its ~~Last Report~~Charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Delaware

001-36714

46-2956775

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


200 Pine Street
Suite 400
San Francisco, California		94104
(Address of Principal Executive Offices)		(Zip Code)

~~☐Soliciting~~Registrant’s ~~material~~Telephone ~~pursuant~~Number, toIncluding ~~Rule~~Area ~~14a-12~~Code: ~~under the Exchange Act~~ (17415) ~~CFR 240.14a~~371-~~12)~~8300

~~☐Pre-commencement~~(Former ~~communications~~Name ~~pursuant~~or toFormer ~~Rule~~Address, ~~14d-2(b)~~if ~~under~~Changed ~~the~~Since ~~Exchange~~Last ~~Act (17 CFR 240.14d-2(b~~Report))

~~☐Pre~~Check the appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule~~simultaneously ~~13e-4(c)~~satisfy ~~under~~the filing obligation of the ~~Exchange~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~240.13e-4(c))~~the following provisions:

~~Securities~~☐ ~~registered~~Written communications pursuant to ~~Section~~Rule ~~12(b)~~425 ofunder the Securities Act: (17 CFR 230.425)

Title of each class		TradingSymbol(s)		Name of each exchange on which registered
Common Stock, Par Value $0.0001 Per Share		JAGX		The Nasdaq Stock Market

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Indicate~~☐ byPre-commencement ~~check~~communications ~~mark~~pursuant ~~whether~~to ~~the registrant is an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1933~~ 14d-2(~~§ 230.405 of this chapter~~b) orunder ~~Rule 12b-2 of~~ the ~~Securities~~ Exchange Act of(17 ~~1934~~CFR (§ 240.~~12b~~14d-2 ~~of this chapter~~(b). )

~~Emerging~~☐ ~~growth~~Pre-commencement ~~company~~communications ☐pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

IfSecurities anregistered ~~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 13 12(ab) of the ~~Exchange~~ Act~~. ☐~~:

JAGUAR HEALTH, INC.

Date: February 18, 2026

/s/ Lisa A. Conte

Lisa A. Conte

Chief Executive Officer & President

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, Par Value $0.0001 Per Share

JAGX

The Nasdaq Stock Market

~~Royalty~~Indicate ~~Interest~~by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange ~~Transactions~~Act of 1934 (§ 240.12b-2 of this chapter).

AsEmerging ~~previously~~growth disclosed, on October 8, 2020, Jaguar Health, Inc. (the “Company”) sold to Iliad Research and Trading, L.P. (“Iliad”) a royalty interest in the original principal amount of $12 million (as amended, the “October 2020 Royalty Interest”). company ☐

OnIf ~~January~~an ~~16,~~emerging ~~2026~~growth company, ~~the~~indicate ~~Company~~by ~~entered~~check ~~into~~mark aif ~~privately negotiated exchange agreement (~~the ~~“Iliad~~registrant ~~Royalty~~has ~~Interest~~elected ~~Exchange~~not ~~Agreement”) with Iliad. Pursuant~~ to ~~this~~use ~~agreement,~~ the ~~Company~~extended ~~issued~~transition aperiod ~~pre-funded~~for ~~common~~complying ~~stock~~with ~~purchase~~any ~~warrant~~new toor ~~purchase~~revised ~~1,553,844~~financial ~~shares~~accounting ofstandards ~~Common~~provided ~~Stock~~pursuant ~~(the “First Pre-Funded Warrant”)~~ to ~~Iliad in exchange for~~ Section 13(a) ~~$1,187,914.07 reduction in the outstanding balance~~ of the ~~October~~Exchange ~~2020 Royalty Interest~~Act. ☐

~~The~~Item ~~Iliad~~3.03 ~~Royalty~~Material ~~Interest~~Modification ~~Exchange~~to ~~Agreement~~Rights ~~includes representations, warranties, and covenants customary for a transaction~~ of ~~this~~Security ~~type.~~Holders

~~Also~~The asinformation ~~previously~~set ~~disclosed,~~forth onin ~~August~~Item ~~24,~~8.01 ~~2022,~~of ~~the~~this ~~Company~~Current ~~sold~~Report toon ~~Streeterville~~Form ~~Capital,~~8-K ~~LLC~~is ~~(“Streeterville”)~~incorporated ainto ~~royalty~~this ~~interest~~Item in3.03 ~~the~~by ~~original principal amount of $12 million (as amended, the “August 2022 Royalty Interest”)~~reference.

OnItem ~~January 16, 2026, the Company entered into a privately negotiated exchange agreement (the “Streeterville Royalty Interest Exchange Agreement”) with Streeterville~~7.01 ~~Pursuant~~Regulation toFD this agreement, the Company issued a pre-funded common stock purchase warrant to purchase 1,111,837 shares of Common Stock (the “Second Pre-Funded Warrant”) to Streeterville in exchange for a $850,000 reduction in the outstanding balance of the August 2022 Royalty Interest.Disclosure

~~The~~On ~~Streeterville~~February ~~Royalty~~18, ~~Interest~~2026, ~~Exchange~~Jaguar ~~Agreement~~Health, ~~includes~~Inc. ~~representations,~~(the ~~warranties,~~“Company”) ~~and~~issued ~~covenants~~a ~~customary~~press ~~for~~release aannouncing ~~transaction~~the special one-time dividend. A copy of ~~this~~the ~~type~~press release is attached hereto as Exhibit 99.1.

~~Series~~The Linformation ~~Preferred~~in ~~Stock~~this Item 7.01 disclosure is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange ~~Transactions~~Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Act, except as shall be expressly set forth by specific reference in such filing.

AsItem ~~previously~~8.01 ~~disclosed,~~Other on May 14, 2025, the Company entered into a privately negotiated exchange agreement with Iliad, pursuant to which the Company issued 22 shares of Series L Perpetual Preferred Stock (the “Series L Preferred Stock”) to Iliad.Events

On ~~January~~February 1618, 2026, the Company ~~entered~~announced ~~into~~that its board of directors (the “Board”) declared a ~~privately~~special ~~negotiated~~one-time ~~exchange~~dividend ~~agreement~~of ~~with~~one-tenth ~~Iliad~~of ~~(the~~one ~~“Iliad~~share of Series LO ~~Exchange~~Preferred ~~Agreement”~~Stock (as defined below) for each share of voting common stock, ~~pursuant~~par tovalue ~~which~~$0.0001 per share, of the Company ~~issued~~(the a“Common ~~pre-funded~~Stock”) ~~common~~outstanding, ~~stock~~plus ~~purchase~~each ~~warrant~~share issuable upon exercise of certain warrants to purchase, ~~719~~in aggregate,~~424~~ 2,400,765 shares of our Common Stock with dividend rights (the “~~Third~~Eligible ~~Pre-Funded Warrant~~Warrants”) tooutstanding, ~~Iliad~~at inthe ~~exchange~~close ~~for~~of 22business ~~shares~~on ofMarch ~~Series~~2, L2026 (the “Record Date”) (the “Preferred Stock ~~held~~Dividend”). byThe ~~Iliad.~~Preferred ~~Upon~~Stock ~~completion~~Dividend is expected to be paid as of the ~~exchange~~close of business on March 4, ~~such~~2026. 22Investors ~~shares~~who oftrade ~~Series~~during Lthis ~~Preferred~~period ~~Stock~~should ~~were~~consult ~~cancelled~~with ~~and~~their ~~retired~~broker with respect to the entitlement to the Preferred Stock Dividend.

The ~~Iliad~~Company will file a Certificate of Designation of Preferences, Rights and Limitations of Series LO ~~Exchange~~Convertible ~~Agreement~~Preferred ~~includes~~Stock ~~representations~~(the “Certificate of Designation”) with the Secretary of State of the State of Delaware prior to the issuance of the Preferred Stock Dividend. The Certificate of Designation will set forth the rights, ~~warranties~~preferences, powers, restrictions, and ~~covenants~~limitations ~~customary~~of ~~for~~the Series O Convertible Preferred Stock, par value $0.0001 per share (the “Series O Preferred Stock”), and will be effective prior to issuance of the Preferred Stock Dividend. Below is a ~~transaction~~summary of ~~this~~certain ~~type~~of the provisions of the Certificate of Designation.

~~Also~~Series asO ~~previously~~Certificate ~~disclosed, on May 14, 2025, the Company entered into a privately negotiated exchange agreement with Streeterville, pursuant to which the Company issued 99.3822 shares~~ of ~~Series~~Designation ~~L Preferred Stock to Streeterville.~~

OnIssuance January 16, 2026, the Company entered into a privately negotiated exchange agreement with Streeterville (the “Streeterville Series L Exchange Agreement”), pursuant to which the Company issued a pre-funded common stock purchase warrant to purchase 3,249,908 shares of Common Stock (the “Fourth Pre-Funded Warrant”) to Streeterville in ~~exchange~~Fraction ~~for 99.3822 shares of Series L Preferred Stock held by Streeterville. Upon completion of the exchange, such 99.3822 shares of Series L Preferred Stock were cancelled and retired.~~

The ~~Streeterville~~ Series LO ~~Exchange~~Preferred ~~Agreement~~Stock ~~includes~~may ~~representations~~be issued in whole shares or in any fraction of a share that is one one-tenth (1/10th) of a share or any integral multiple of such fraction, ~~warranties~~which fractions shall entitle the Holder (as defined below), ~~and~~in ~~covenants~~proportion ~~customary~~to ~~for~~such Holder’s fractional shares, to receive shares of Common Stock issuable upon conversion of the shares of Series O Preferred Stock in accordance with the terms of the Certificate of Designation (the “Conversion Shares”) upon a ~~transaction~~Conversion (as defined below), participate in distributions upon a Liquidation Event (as defined below) and have the benefit of ~~this~~any ~~type~~other rights of Holders as described herein.

~~Series~~Restrictions Mon ~~Preferred~~Transfer ~~Stock Exchange Transactions~~

AsNo ~~previously~~shares ~~disclosed,~~of onSeries ~~June~~O ~~27,~~Preferred ~~2025,~~Stock ~~the~~may ~~Company~~be ~~entered~~transferred, ~~into~~assigned aor ~~privately~~pledged ~~negotiated~~by ~~exchange~~any ~~agreement~~Holder ~~with~~at ~~Iliad,~~any ~~pursuant~~time towithout ~~which~~ the ~~Company~~prior ~~issued~~written ~~170~~consent ~~shares~~ of ~~Series M Perpetual Preferred Stock (~~the ~~“Series M Preferred Stock”) to Iliad~~Company.

OnDividends January 16, 2026, the Company entered into a privately negotiated exchange agreement with Iliad (the “Iliad Series M Exchange Agreement”), pursuant to which the Company issued a pre-funded common stock purchase warrant to purchase 2,870,503 shares of Common Stock (the “Fifth Pre-Funded Warrant”) to Iliad in exchange for 87.78 shares of Series M Preferred Stock held by Iliad. Upon completion of the exchange, such 87.78 shares of Series M Preferred Stock were cancelled and retired.

~~The~~Holders ~~Iliad~~of shares of Series MO ~~Exchange~~Preferred ~~Agreement~~Stock ~~includes~~(the ~~representations,~~“Holders”) ~~warranties,~~will ~~and~~not ~~covenants~~be ~~customary~~entitled ~~for~~to areceive ~~transaction~~any dividends on shares of ~~this~~Series ~~type~~O Preferred Stock.

~~Also~~Voting asRights previously disclosed, on June 27, 2025, the Company entered into a privately negotiated exchange agreement with Streeterville, pursuant to which the Company issued 90 shares of Series M Preferred Stock to Streeterville.

OnExcept ~~January~~as ~~16,~~otherwise ~~2026,~~provided in the ~~Company~~Certificate ~~entered~~of ~~into~~Designation aor ~~privately~~as ~~negotiated~~otherwise ~~exchange~~required ~~agreement~~by ~~with~~law, ~~Streeterville (~~the ~~“Streeterville~~ Series MO ~~Exchange~~Preferred ~~Agreement”),~~Stock ~~pursuant~~shall tohave ~~which~~no ~~the~~voting ~~Company~~rights. ~~issued~~For aany ~~pre-funded~~matter ~~common~~in ~~stock~~which ~~purchase warrant to purchase 2,270,765 shares of Common Stock (~~the ~~“Sixth~~Holders ~~Pre-Funded~~are ~~Warrant”)~~entitled to ~~Streeterville~~vote, insuch ~~exchange~~Holders ~~for~~shall ~~69.44~~be ~~shares~~entitled ofto ~~Series~~one Mvote ~~Preferred~~per ~~Stock~~one-tenth ~~held by Streeterville. Upon completion~~ of ~~the~~one ~~exchange,~~share ~~such 69.44 shares~~ of Series MO Preferred Stock ~~were cancelled and retired~~.

~~The~~Liquidation ~~Streeterville~~Rights ~~Series M Exchange Agreement includes representations, warranties, and covenants customary for a transaction of this type.~~

~~Each~~In the event of ~~the~~any ~~First~~voluntary ~~Pre-Funded~~or ~~Warrant~~involuntary liquidation, dissolution or winding up of the ~~Second~~Company ~~Pre-Funded~~or ~~Warrant~~Deemed Liquidation Event (as defined below) (each, ~~the~~a ~~Third~~“Liquidation ~~Pre-Funded~~Event”), ~~Warrant~~each share of Series O Preferred Stock shall be entitled to be paid, out of the ~~Fourth~~assets ~~Pre-Funded~~of ~~Warrant~~the Company available for distribution to its stockholders, before any distribution or payment out of the ~~Fifth~~assets ~~Pre-Funded~~of ~~Warrant,~~the Company may be made to or set aside for the holders of Common Stock and subject to the ~~Sixth~~rights ~~Pre-Funded~~of ~~Warrant~~the Company’s depositors and other creditors, an amount per share of Series O Preferred Stock equal to $0.0001 (~~collectively~~as applicable, the “~~Pre-Funded~~Liquidation ~~Warrants~~Amount”). isIf ~~exercisable~~upon inany ~~part~~such liquidation, dissolution or inwinding ~~full~~up ~~immediately~~of atthe anCompany ~~exercise~~(other ~~price~~than ofa ~~$0.001~~Chapter ~~per~~7 ~~share~~bankruptcy) or Deemed Liquidation Event, ~~and~~the ~~may~~assets of the Company available for distribution to its stockholders shall be ~~exercised~~insufficient atto pay the Liquidation Amount, the Holders shall share ratably in any ~~time~~distribution ~~until~~of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such ~~Pre-Funded~~distribution ~~Warrant~~if isall ~~exercised~~amounts payable on or with respect to such shares were paid in full. ~~The~~Following ~~Pre-Funded~~the ~~Warrants~~payment ~~provide~~of ~~that~~ the ~~number~~Liquidation ofAmount, ~~shares~~if ~~that~~there ~~may~~are beany ~~exercised~~remaining ~~shall~~assets beof ~~limited~~the Company available for distribution to ~~ensure~~its ~~that~~stockholders, ~~following~~the Series O Preferred Stock shall not participate in such ~~exercise~~distributions. Notwithstanding the foregoing, if in the ~~number~~event of ~~shares~~a dissolution or winding up of ~~Common~~the ~~Stock~~Company ~~beneficially~~in ~~owned~~connection bywith a Chapter 7 bankruptcy, the ~~holder~~assets of the Company available for distribution to its stockholders shall be insufficient to pay the Liquidation Amount, ~~together~~the Holders, with ~~its~~respect ~~affiliates~~to ~~and~~their ~~certain~~shares ~~related~~of ~~parties~~Series O Preferred Stock, ~~does~~shall ~~not~~be ~~exceed~~entitled ~~9.99%~~to receive out of such assets the ~~total~~same ~~number~~amount that each share of the Common Stock would receive as if each outstanding share of Series O Preferred Stock were, immediately prior to the applicable record date, fully converted (disregarding solely for such purposes any conversion or exchange limitations hereunder) to shares of Common Stock ~~then~~at ~~issued~~the ~~and~~conversion ~~outstanding~~ratio for each whole share of Preferred Stock (the “Conversion Ratio”), which is equal to the Stated Value (as defined in the Certificate of Designation) divided by the applicable Conversion Price.

~~The~~For ~~foregoing~~each ~~description~~share of ~~the~~Series ~~Pre-Funded~~O ~~Warrants~~Preferred ~~and~~Stock, the ~~Iliad~~“Conversion ~~Royalty~~Price” ~~Interest~~shall ~~Exchange Agreement~~be, ~~the~~unless ~~Streeterville~~otherwise ~~Royalty~~provided ~~Interest~~in ~~Exchange~~this ~~Agreement,~~Certificate ~~the~~of ~~Iliad~~Designation, ~~Series~~equal Lto ~~Exchange Agreement,~~ the ~~Streeterville~~Minimum ~~Series~~Price Las ~~Exchange~~of ~~Agreement,~~ the ~~Iliad~~applicable ~~Series~~Conversion MDate ~~Exchange Agreement, and Streeterville Series M Exchange Agreement~~ (~~collectively,~~as ~~the~~defined below). “~~Exchange~~Minimum ~~Agreements~~Price”) ~~does~~means, ~~not~~with ~~purport~~respect to bea ~~complete~~given ~~and~~date, isthe ~~subject~~lower ~~to,~~of: ~~and~~(i) the ~~qualified~~Closing inPrice ~~its~~(as ~~entirety~~defined byin the ~~form~~Certificate of ~~the~~Designation) ~~Pre-Funded~~of ~~Warrants and~~ the ~~Exchange~~Common ~~Agreements,~~Stock ~~copies~~immediately ofpreceding ~~which~~such ~~are~~date ~~attached~~or as(ii) the ~~Exhibits~~average ~~4.1,~~Closing ~~10.1,~~Price ~~10.2,~~of ~~10.3,~~the ~~10.4,~~Common ~~10.5~~Stock ~~and~~for ~~10.6,~~the ~~respectively,~~five to(5) Trading ~~this~~Days ~~Current~~(as ~~Report~~defined onin ~~Form~~the ~~8-K~~Certificate ~~and~~of ~~incorporated~~Designation) ~~herein~~immediately bypreceding ~~reference~~such date.

~~Item~~Each ~~3.02~~of ~~Unregistered~~the ~~Sales~~following events shall be considered a “Deemed Liquidation Event”: (A) a merger or consolidation in which the Company is a constituent party and in which the stockholders of ~~Equity~~the ~~Securities~~Company immediately prior to such merger or consolidation do not continue to hold a majority of the voting power of the Company or any successor entity following such merger or consolidation; or (B) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company.

~~The~~Conversion ~~information~~Rights contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02 in its entirety. The Pre-Funded Warrants were issued in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).

~~Item~~• ~~9.01~~Optional ~~Financial Statements and Exhibits.~~Conversion

At any time prior to December 31, 2026, the Company may, in its sole discretion, elect to convert all (dand not part) ~~Exhibits~~of the then outstanding shares of Series O Preferred Stock to Conversion Shares at the Conversion Ratio (the “Optional Conversion”); provided, however, that in no event may Conversion Shares be issued to any Holder that would cause such Holder, together with its affiliates, to beneficially own shares of Common Stock in excess of the Maximum Percentage (as defined below) immediately after giving effect to the issuance of the Conversion Shares. The Company shall effect the Optional Conversion by providing Holders with the Company Conversion Notice (as defined in the Certificate of Designation), which shall specify, inter alia, the date on which such conversion is to be effected (the “Optional Conversion Date”). On the Optional Conversion Date, each outstanding share of Series O Preferred Stock will automatically convert (subject to the Maximum Percentage limitation) into such whole number of fully paid and non-assessable shares of Common Stock as is determined by the Conversion Ratio.

Exhibit No.		Description
4.1		Form of the Pre-Funded Warrant.
10.1		Iliad Royalty Interest Exchange Agreement, dated January 16, 2026.
10.2		Streeterville Royalty Interest Exchange Agreement, dated January 16, 2026.
10.3		Iliad Series L Exchange Agreement, dated January 16, 2026.
10.4		Streeterville Series L Exchange Agreement, dated January 16, 2026.
10.5		Iliad Series M Exchange Agreement, dated January 16, 2026.
10.6		Streeterville Series M Exchange Agreement, dated January 16, 2026.

•

Automatic Conversion

~~104~~If ~~Cover~~no ~~Page~~Optional ~~Interactive~~Conversion ~~Data~~occurs ~~File~~pursuant to the terms of the Certificate of Designation, then on December 31, 2026 (~~embedded~~the “Automatic Conversion Date” and together with an Optional Conversion Date, the ~~inline~~“Conversion ~~XBRL~~Date”), ~~document~~each outstanding share of Series O Preferred Stock will automatically convert (subject to the Maximum Percentage limitation) into such whole number of fully paid and non-assessable shares of Common Stock as is determined by the Conversion Ratio (the “Automatic Conversion” and together with the Optional Conversion, the “Conversion”).

~~SIGNATURES~~For any issuance of Conversion Shares that would cause a breach of the Maximum Percentage limitation, the Company may issue, in lieu of such number of Conversion Shares in excess of the Maximum Percentage, one or more pre-funded warrants (each, a “Pre-Funded Warrant”) exercisable into, in aggregate, such number of Conversion Shares in excess of the Maximum Percentage to the Holder; provided, however, that the terms of such Pre-Funded Warrants shall provide that they may not be exercised to such extent as to cause the Holder, together with its affiliates, to beneficially own shares of Common Stock in excess of the Maximum Percentage immediately after giving effect to such exercise.

~~Pursuant~~No tofractional shares or scrip representing fractional shares shall be issued upon the ~~requirements~~conversion of the ~~Securities~~Series ~~Exchange~~O ~~Act~~Preferred Stock. As to any fraction of ~~1934~~a Conversion Share which a Holder would otherwise be entitled to receive upon such conversion, the ~~registrant~~Company ~~has~~shall ~~duly~~pay ~~caused~~a ~~this~~cash ~~report~~adjustment toin berespect ~~signed~~of onsuch ~~its~~final ~~behalf~~fraction in an amount equal to such fraction multiplied by the ~~undersigned~~closing ~~hereunto~~price ~~duly~~of ~~authorized~~a share of Common Stock as of the Trading Day immediately prior to the applicable Conversion Date.

			Jaguar Health, Inc
Date:	January 23, 2026	By:	/s/ Lisa A. Conte
			Lisa A. ContePresident and CEO

Maximum Percentage

In no event may shares of Common Stock be issued to any Holder that would cause such Holder’s beneficial ownership to exceed the Maximum Percentage, which is 19.99% of the number of shares of Common Stock outstanding on a given date (including for such purpose the shares of Common Stock issuable upon such issuance).

Trading Market

There is no established trading market for any of the Series O Preferred Stock, and we do not expect a market to develop. We do not intend to apply for a listing for any of the Series O Preferred Stock on any securities exchange or other nationally recognized trading system. The Series O Preferred Stock will not trade with the Common Stock.

The foregoing description of the form of Certificate of Designation and the Pre-Funded Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation and the form of Pre-Funded Warrants, copies of which are filed as Exhibits 3.1 and 4.1, respectively, to this Current Report and are incorporated by reference herein.

The Company is also supplementing the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as amended, Quarterly Reports on Form 10-Q for the quarters ended

March 31, 2025, June 30, 2025 and September 30, 2025, and other filings made with the SEC, with the risk factors relating to the Preferred Stock Dividend and certain other matters, filed as Exhibit 99.2 hereto and incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.


Exhibit Number		Exhibit Description

3.1		Form of Certificate of Designation of Preferences, Rights and Limitations of Series O Convertible Preferred Stock.

4.1		Form of Pre-Funded Warrant.

99.1		Press Release, dated February 18, 2026, related to the special dividend of Series O Preferred Stock.

99.2		Supplemental Risk Factors.

104		Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Filing Compare · Jaguar Health, Inc.