Camp4 Therapeutics Corp 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as of December 31, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by us in the reports that we file or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial and accounting officers and effected by our board of directors and management to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in the original Internal Control—Integrated Framework updated in 2013. Based on that assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2025. Attestation Report of the Registered Public Accounting Firm This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm on internal control over financial reporting due to an exemption established by the JOBS Act for “emerging growth companies.” Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 136 TABLE OF CONTENTS Item 9B. Other Information On December 22, 2025 , Josh Mandel-Brehm , our chief executive officer and a member of our board of directors, adopted a trading plan intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information. Pursuant to this plan, Mr. Mandel-Brehm may sell up to 163,414 shares of our common stock received upon the settlement of awards granted to Mr. Mandel-Brehm as equity incentive compensation beginning on March 23, 2026, subject to the terms of the plan. The plan will terminate on or prior to March 23, 2027 . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. 137 TABLE OF CONTENTS PART III Item 10. Directors, Executive Officers and Corporate Governance Insider Trading Policies and Procedures We have adopted an insider trading policy that governs the purchase, sale, and other dispositions of our securities by our directors, officers and employees, and other covered persons. The insider trading policy also applies to transactions by the Company in its securities. We believe that the insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing standards of Nasdaq. A copy of our Insider Trading Policy is filed with this Annual Report as Exhibit 19.1. Code of Business Conduct and Ethics We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Our code of business conduct and ethics is available on the investor relations section of our website. We intend to disclose any amendments to the code, or any waivers of its requirements, on our website or in public filings. The information required to be included by this Item of Form 10-K will be included in the Proxy Statement and such information is incorporated by reference herein. The Proxy Statement will be filed electronically with the SEC within 120 days after the end of the fiscal year covered by this Annual Report pursuant to Regulation 14A of the Exchange Act. Item 11. Executive Compensation The information required by this item of Form 10-K will be included in the Proxy Statement and such information is incorporated by reference herein. Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters The information required by this item of Form 10-K will be included in the Proxy Statement and such information is incorporated by reference herein. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item of Form 10-K will be included in the Proxy Statement and such information is incorporated by reference herein. Item 14. Principal Accounting Fees and Services The information required by this item of Form 10-K will be included in the Proxy Statement and such information is incorporated by reference herein. 138 TABLE OF CONTENTS PART IV Item 15. Exhibits and Financial Statement Schedules Financial Statements For a list of the consolidated financial statements and report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) included herein, see Index to Consolidated Financial Statements on page 108 of this Annual Report, which is incorporated into this Item by reference. Exhibits Exhibit Number Description of Exhibit Form File Number Date of Filing Exhibit Number Filed/Furnished Herewith 3.1 Fifth Amended and Restated Certificate of Incorporation of CAMP4 Therapeutics Corporation 8-K 001-423665 10/15/2024 3.1 3.2 Amended and Restated Bylaws of CAMP4 Therapeutics Corporation 8-K 001-423665 10/15/2024 3.2 4.1 Description of Registered Securities X 4.2 Third Amended and Restated Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders, dated June 3, 2022 S-1 333-282241 9/20/2024 4.1 4.3 Warrant to Purchase Stock, by and between Silicon Valley Bank and CAMP4 Therapeutics Corporation (f/k/a Marauder Therapeutics, Inc.), dated January 4, 2017 S-1 333-282241 9/20/2024 4.2 4.4 F orm of Pre-Funded Warrant 8-K 001-423665 9/10/2025 4.1 10.1+ Patent License Agreement by and between CAMP4 Therapeutics Corporation and the Whitehead Institute for Biomedical Research, dated as of October 23, 2019 S-1 333-282241 9/20/2024 10.1 10.2+ First Amendment to Patent License Agreement by and between CAMP4 Therapeutics Corporation and the Whitehead Institute for Biomedical Research, dated as of December 14, 2021 S-1 333-282241 9/20/2024 10.2 10.3+ Second Amendment to Patent License Agreement by and between CAMP4 Therapeutics Corporation and the Whitehead Institute for Biomedical Research, dated as of November 7, 2023 S-1 333-282241 9/20/2024 10.3 10.4# CAMP4 Therapeutics Corporation Amended and Restated 2016 Stock Option and Grant Plan, as amended, and form of award agreements thereunder S-1 333-282241 9/20/2024 10.4 10.5# CAMP4 Therapeutics Corporation 2024 Equity Incentive Plan S-1/A 333-282241 10/7/2024 10.5 10.6# Form of Non-Qualified Stock Option Award Agreement for Non-Employee Directors under the 2024 Equity Incentive Plan S-1/A 333-282241 10/7/2024 10.6 10.7# Form of Incentive Stock Option Award Agreement under the 2024 Equity Incentive Plan S-1/A 333-282241 10/7/2024 10.7 10.8# Form of Non-Qualified Stock Option Award Agreement under the 2024 Equity Incentive Plan S-1/A 333-282241 10/7/2024 10.8 139 TABLE OF CONTENTS Exhibit Number Description of Exhibit Form File Number Date of Filing Exhibit Number Filed/Furnished Herewith 10.9# Amended and Restated Employment Agreement by and between CAMP4 Therapeutics Corporation and Josh Mandel-Brehm, dated October 3, 2024 S-1/A 333-282241 10/7/2024 10.9 10.10# CAMP4 Therapeutics Corporation 2024 Employee Stock Purchase Plan S-1/A 333-282241 10/7/2024 10.10 10.11# Form of Indemnification Agreement between the Registrant and each of its directors and executive officers S-1/A 333-282241 9/26/2024 10.11 10.12# CAMP4 Therapeutics Corporation Severance and Change in Control Plan S-1/A 333-282241 10/7/2024 10.12 10.13# CAMP4 Therapeutics Corporation Amended and Restated Non-Employee Director Compensation Policy 10-Q 001-423665 5/13/2025 10.1 10.14 Lease A greement by and between CAMP4 Therapeutics Corporation and ARE-MA Region 59, LLC, dated October 3, 2019 S-1 333-282241 9/20/2024 10.14 10.15 First Amendment t o Lease by and between CAMP4 Therapeutics Corporation and ARE-MA Region 59, LLC, dated December 22, 2025 X 10.16 Lease by and between CAMP4 Therapeutics Corporation and BCSP Pearl East Property LLC, dated January 3, 2023 S-1 333-282241 9/20/2024 10.15 10.17 Securities Purchase Agreement, dated September 9, 2025, by and among CAMP4 Therapeutics Corporation and the investors party thereto 8-K 001-423665 9/10/2025 10.1 10.18 Registration Rights Agreement, dated September 9, 2025, by and among CAMP4 Therapeutics Corporation and the investors party thereto 8-K 001-423665 9/10/2025 10.2 10.19 S ales Agreement , dated November 10, 2025, by and between CAMP 4 Therapeutics Corporation and Leerink Partners LLC S-3 333-291432 11/10/2025 1.2 10.20+ Research, Collaboration and License Agreement , dated December 17, 2025, by and between CAMP 4 Therapeutics Corporation and GlaxoSmithKline Intellectual Property (No. 3) Limited X 10.21 Lease Agreement, dated December 22, 2025, by and between CAMP4 Therapeutics Corporation and ARE-MA Region No. 75, LLC X 10.22# Form of Inducement Option Award Agreement X 19.1 Amended and Restated Insider Trading Policy 10-Q 001-423665 8/14/2025 19.1 21.1 List of Subsidiaries of CAMP4 Therapeutics Corporation S-1 333-282241 9/20/2024 21.1 23.1 Consent of Ernst & Young LLP, independent registered public accounting firm X 24.1 Power of Attorney (included on signature page). 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 140 TABLE OF CONTENTS Exhibit Number Description of Exhibit Form File Number Date of Filing Exhibit Number Filed/Furnished Herewith 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1* Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2* Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97.1 CAMP4 Therapeutics Corporation Policy for Recoupment of Incentive Compensation S-1/A 333-282241 10/7/2024 10.16 101.INS XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X 101.SCH XBRL Taxonomy Extension Calculation Linkbase Document X 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB XBRL Taxonomy Extension Label Linkbase Document X 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) X + Portions of this exhibit (indicated by asterisks) have been redacted pursuant to Item 601 of Regulation S-K because they are both not material and the registrant customarily and actually treats such information as private or confidential. # Indicates management contract or compensatory plan. * This certification will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing. Item 16. Form 10-K Summary None. 141 TABLE OF CONTENTS Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 5, 2026 CAMP4 Therapeutics Corporation By: /s/ Josh Mandel-Brehm Josh Mandel-Brehm President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Josh Mandel-Brehm and Kelly Gold, and each of them, as his or her true and lawful agents, proxies and attorneys-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign this Annual Report on Form 10-K of CAMP4 Therapeutics Corporation, and any or all amendments thereto, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises hereby ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Josh Mandel-Brehm President, Chief Executive Officer and Director (Principal Executive Officer) March 5, 2026 Josh Mandel-Brehm /s/ Kelly Gold Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) March 5, 2026 Kelly Gold /s/ Douglas Williams Director and Chair March 5, 2026 Douglas Williams, PhD /s/ Michael Higgins Director March 5, 2026 Michael Higgins /s/ Steven Holtzman Director March 5, 2026 Steven Holtzman /s/ Amir Nashat Director March 5, 2026 Amir Nashat, ScD /s/ Andrew Schwab Director March 5, 2026 Andrew Schwab /s/ Murray Stewart Director March 5, 2026 Murray Stewart, DM FRCP 142 TABLE OF CONTENTS /s/ Richard Young Director March 5, 2026 Richard Young, PhD 143