Other Information.
−Removed: On March 5, 2025 , Kristen Oelschlager , our Chief Operating Officer , terminated a trading arrangement for the sale of the Company’s common stock.
−Removed: Such trading arrangement was intended to satisfy the affirmative defense conditions of the Securities Exchange Act Rule 10b5-1(c), but complied with the then applicable requirements of Rule 10b5-1(c) when adopted in March 15th, 2024.
−Removed: Such trading arrangement provided for the sale of up to 31,585 shares between July 1, 2024 and June 30, 2025.
−Removed: Also, on March 6, 2025 , Ms.
−Removed: Oelschlager adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 44,287 shares of our common stock.
−Removed: The new trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).
−Removed: The duration of the trading arrangement is estimated to be from June 6, 2025 until the earlier of all transaction under the trading arrangement being completed or June 30, 2026.
−Removed: On March 14, 2025 , Frank Stokes , our Chief Financial Officer , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 6,738 shares of our common stock and 25,137 options shares.
−Removed: The new trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).
−Removed: The duration of the trading arrangement is estimated to be from June 10, 2025 until the earlier of all transaction under the trading arrangement being completed or July 31, 2025 .
−Removed: No other officers or directors, as defined in Rule 16a-1(f), adopted and/or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as defined in Regulation S-K Item 408, during the last fiscal quarter.
+Added: On May 8, 2025 , Derek Maetzold , our Chief Executive Officer , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 48,204 shares of our common stock and up to 100% of the shares of our common stock issued upon the settlement of 48,919 outstanding RSUs, less the number of shares withheld to cover tax withholding obligations in connection with the vesting and settlement of such RSUs.
+Added: The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).
+Added: The duration of the trading arrangement is estimated to be from August 14, 2025 until the earlier of all transaction under the trading arrangement being completed or February 13, 2026 .
+Added: No other officers or directors, as defined in Rule 16a-1(f), adopted and/or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as defined in Regulation S-K Item 408, for the three months ended June 30, 2025.
Exhibit Number Description of document
−Removed: Agreement and Plan of Merger, dated October 18, 2021, by and among the Registrant, Space Merger Sub, Inc., Cernostics, Inc., and Shareholder Representative Services LLC, incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K, as amended, originally filed with the SEC on December 6, 2021.
−Removed: Agreement and Plan of Merger, dated April 4, 2022, by and among the Registrant, AltheaDx, Inc., Acorn Merger Sub, Inc.
−Removed: and Fortis Advisors LLC, incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on April 4, 2022.
−Removed: 3.1 Amended and Restated Certificate of Incorporation of the Registrant, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2019.
+Added: 3.1 Amended and Restated Certificate of Incorporation of the Registrant, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 23, 2025.
3.2 Amended and Restated Bylaws of the Registrant, incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2019.
3 unchanged sentences
333-232369), as amended, originally filed with the SEC on June 26, 2019.
−Removed: 10.1*#+ Consent and First Amendment to the Loan and Security Agreement, dated April 4, 2025, by and among the Registrant, Castle Narnia Way Real Estate Holding 1, LLC and Silicon Valley Ban k.
−Removed: 10.2* Third Amendment to Commercial Lease, executed April 14 , 2025 , by and between the Registrant and Tannos Land Holdings III, LLC .
+Added: 10.1#+ Consent and First Amendment to the Loan and Security Agreement, dated April 4, 2025, by and among the Registrant, Castle Narnia Way Real Estate Holding 1, LLC a nd Silicon Valley Bank incorporated by reference to Exhibit 10.1 of the Registrant ’ s Quarterly Report on Form 10-Q filed with the SEC on May 5, 2025
+Added: 10.2 Third Amendment to Commercial Lease, executed April 14, 2025, by and between the Registrant and Tannos Land Holdings III, LLC i ncorporated by reference to Exhibit 10.
+Added: 2 of the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 5, 2025
+Added: 10.3* Office L ease A greement dated M a y 1 4 , 2025, by and between the Registrant and Perimeter Gateway Portfolio LLC.
+Added: Non-Employee Director Compensation Policy, as amended effective May 22, 2025.
+Added: Amended P articipation A greement, dated June 20, 2025 by and between the Registrant and Frank Stokes.
+Added: Amended P articipation A greement, dated June 20, 2025 by and between the Registrant and Toby Juvenal.
+Added: Amended P articipation A greement, dated June 20, 2025 by and between the Registrant and Kristen Oelschlager.
31.1* Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act.
12 unchanged sentences
** Furnished herewith
+Added: Indicates management contract or compensatory plan.
# Certain schedules or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
4 unchanged sentences
CASTLE BIOSCIENCES, INC.
−Removed: May 5, 2025 By:
+Added: August 4, 2025 By:
President and Chief Executive Officer
(Principal Executive Officer)
−Removed: May 5, 2025 By:
+Added: August 4, 2025 By:
/s/ Frank Stokes
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.