CytomX Therapeutics, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (the “Exchange Act”) refers to controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files 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 an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its Principal Executive and Principal Financial Officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their control objectives. Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025, the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, the Company's Principal Executive Officer and Principal Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were effective at a reasonable assurance level. Management’s Annual Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting 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 the financial statements in accordance with generally accepted accounting principles, 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 the financial statements. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements prepared for external purposes in accordance with generally accepted accounting principles. 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 the policies or procedures may deteriorate. Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control – Integrated Framework, the Company's Principal Executive Officer and Principal Financial Officer concluded that, as of December 31, 2025, our internal control over financial reporting was effective. The effectiveness of our internal control over financial reporting as of December 31, 2025 has also been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report included in this Annual Report on Form 10-K. Changes in Internal Control Over Financial Reporting There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our fiscal quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 122 CYTOMX THERAPEUTICS, INC. Item 9B. Other Information The information set forth below is included for the purpose of providing disclosure under “Item 1.02 – Termination of a Material Definitive Agreement” of Form 8-K. On March 12, 2026, CytomX Therapeutics, Inc. (the “Company”) received written notice from Astellas Pharma Inc. (“Astellas”) of Astellas’s termination of the Collaboration and License Agreement, dated as of March 23, 2020, by and between Astellas and the Company (the “Agreement”). Astellas exercised its right to terminate the Agreement, with such termination effective as of May 12, 2026. The foregoing summary of the termination does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which was filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Securities and Exchange Commission on May 7, 2020. For a summary of the material terms of the Agreement, please see Note 8, Collaboration and License Agreements to our audited financial statements included elsewhere in this Annual Report on Form 10-K. Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections None. 123 CYTOMX THERAPEUTICS, INC. PART III Item 10. Directors, Executive Of ficers and Corporate Governance The information required by this Item will be set forth in the Company’s proxy statement to be filed with the Securities and Exchange Commission within 120 days after the Company’s fiscal year end and is incorporated herein by reference. Item 11. Executi ve Compensation The information required by this Item will be set forth in the Company’s proxy statement to be filed with the Securities and Exchange Commission within 120 days after the Company’s fiscal year end and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Ow ners and Management and Related Stockholder Matters The information required by this Item will be set forth in the Company’s proxy statement to be filed with the Securities and Exchange Commission within 120 days after the Company’s fiscal year end and is incorporated herein by reference. Item 13. Certain Relationships and Relate d Transactions and Director Independence The information required by this Item will be set forth in the Company’s proxy statement to be filed with the Securities and Exchange Commission within 120 days after the Company’s fiscal year end and is incorporated herein by reference. Item 14. Principal Accou ntant Fees and Services The information required by this Item will be set forth in the Company’s proxy statement to be filed with the Securities and Exchange Commission within 120 days after the Company’s fiscal year end and is incorporated herein by reference. 124 CYTOMX THERAPEUTICS, INC. PART IV Item 15. Exhibits and Financial Statement Schedules (1) Financial Statements: The financial statements required by Item 15(a) are filed as part of this Annual Report on Form 10-K under Item 8 “Financial Statements and Supplementary Data.” (2) Financial Statement Schedules The financial statement schedules required by Item 15(a) are omitted because they are not applicable, not required or the required information is included in the financial statements or notes thereto as filed in Item 8 of this Annual Report on Form 10-K. (3) Exhibits. Incorporated by Reference Exhibit Number Exhibit Description Form Date Number Filed Herewith 3.1 Amended and Restated Certificate of Incorporation. 8-K 5/17/2024 3.1 3.2 Amended and Restated Bylaws of CytomX Therapeutics, Inc,. effective March 20, 2024. 8-K 3/22/2024 3.1 4.1 Reference is made to exhibits 3.1 through 3.2. 4.2 Specimen Common Stock Certificate. S-1/A 9/28/2015 4.1 4.3 Registration Rights Agreement dated as of September 29, 2017 by and between CytomX Therapeutics, Inc. and Amgen, Inc. 10-Q 11/7/2017 4.4 4.4 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. X 4.5 Form of Pre-Funded Warrant 8-K 7/3/2023 4.1 4.6 Form of Tranche Warrant 8-K 7/3/2023 4.2 10.1(a)# 2010 Stock Incentive Plan adopted on September 21, 2010 (“2010 Plan”). S-1 8/28/2015 10.3 10.1(b)# Form of Stock Option Agreement under the 2010 Plan. S-1 8/28/2015 10.4 10.1(c)# Separation Agreement, dated February 10, 2025, by and between CytomX Therapeutics, Inc. and Jeffrey Landau. 10-Q 5/12/2025 10.1 10.2(a)# 2011 Stock Incentive Plan, adopted on February 7, 2012, as amended (“2011 Plan”). S-1 8/28/2015 10.1 10.2(b)# Form of Restricted Stock Award Agreement and Option Exercise Agreement under the 2011 Plan. S-1 8/28/2015 10.2 10.3(a)# Form of 2015 Plan Option Agreement under the 2015 Equity Incentive Plan. 10-Q 11/23/2015 10.4 10.3(b)# Amended and Restated CytomX Therapeutics, Inc. 2015 Equity Incentive Plan. 8-K 6/13/2025 10.1 10.3(c)# Form of 2015 Equity Incentive Plan Early Exercise Option Agreement 10-Q 11/23/2015 10.5 125 CYTOMX THERAPEUTICS, INC. 10.3(d)# Form of 2015 Equity Incentive Plan Restricted Share Unit Award Grant Notice and Agreement 10-K 3/21/2022 10.3 10.4(a)# 2019 Employment Inducement Incentive Plan adopted on September 18, 2019 (“2019 Plan”). 10-Q 11/7/2019 10.1 10.4(b)# Form of Stock Option Agreement under the 2019 Plan. 10-Q 11/7/2019 10.2 10.5# Amended and Restated CytomX Therapeutics, Inc. Employee Stock Purchase Plan. 10-Q 8/7/2025 10.2 10.6# Form of Indemnification Agreement by and between CytomX Therapeutics, Inc. and each of its directors and each of its executive officers. S-1 8/28/2015 10.16 10.7# Employment Offer Letter Agreement between CytomX Therapeutics, Inc. and Sean A. McCarthy, D. Phil, dated as of December 15, 2010. S-1 8/28/2015 10.7 10.8# Employment Offer Letter Agreement between CytomX Therapeutics, Inc. and Rachael G. Lester, dated as of September 16, 2025. X 10.9# Amended and Restated Severance and Change of Control Agreement dated February 27, 2019, by and between CytomX Therapeutics, Inc. and Sean McCarthy. D. Phil. 10-Q 5/9/2019 10.1 10.10# Form of Amended and Restated Severance and Change of Control Agreement by and between CytomX Therapeutics, Inc. and each of its executive officers other than Sean A. McCarthy. 10-Q 8/8/2023 10.2 10.11(a) Lease dated as of December 10, 2015, by and between CytomX Therapeutics, Inc. and HCP Oyster Point III LLC. 8-K 12/16/2015 10.1 10.11(b) Sublease Agreement dated as of March 24, 2023, by and between CytomX Therapeutics, Inc and Atomic AI, Inc. 10-Q 5/9/2023 10.1 10.11(c) Office/Laboratory Lease, dated November 3, 2025, by and between CytomX Therapeutics, Inc. and Emery Station West, LLC. 10-Q 11/6/2025 10.2 10.12(a) Exclusive License Agreement dated as of August 19, 2010, by and between The Regents of the University of California and CytomX Therapeutics, Inc., as amended by Amendment No. 1 to Exclusive Agreement effective as of May 30, 2013 and Amendment No. 2 to Exclusive Agreement effective as of November 8, 2013. S-1/A 9/18/2015 10.21 10.12(b)† Amendment No.3 to Exclusive License Agreement effective as of April 2, 2019, by and between CytomX Therapeutics, Inc. and The Regents of the University of California. 10-Q 5/9/2019 10.6 10.13(a)† Collaboration and License Agreement dated as of May 23, 2014, by and between CytomX Therapeutics, Inc. and Bristol Myers Squibb Company. 10-Q 11/5/2020 10.2 10.13(b)† Amendment to Extend Collaboration and License Agreement, dated March 17, 2017, by and between the Company and Bristol Myers Squibb. 10-Q 5/5/2017 10.1 126 CYTOMX THERAPEUTICS, INC. 10.13(c)† Amendment No 2 to Collaboration and License Agreement, as amended, dated March 17, 2017, by and between the Company and Bristol Myers Squibb, effective as of February 22, 2021. 10-Q 5/6/2021 10.2 10.13(d)† Amendment No 3 to Collaboration and License Agreement, dated May 23, 2014, by and between the Company and Bristol Myers Squibb Company, effective as of October 11, 2022. 10-Q 11/8/2022 10.6 10.14(a)† Collaboration and License Agreement by and between CytomX Therapeutics, Inc. and Amgen, Inc. dated as of September 29, 2017. 10-Q 11/7/2017 10.1 10.14(b)† Amendment No. 1 to the Collaboration and License Agreement, dated as of September 29, 2020, by and between CytomX Therapeutics, Inc. and Amgen, Inc. 10-Q 11/5/2020 10.3 10.14(c)† Amendment No. 2 to the Collaboration and License Agreement, dated as of October 27, 2021, by and between CytomX Therapeutics, Inc. and Amgen, Inc. 10-K 3/1/2022 10.20(c) 10.14(d)† Amendment No. 3 to the Collaboration and License Agreement, dated as of May 18, 2023, by and between CytomX Therapeutics, Inc. and Amgen, Inc. 10-Q 8/8/2023 10.1 10.14(e)† Amendment No. 4 to the Collaboration and License Agreement, dated as of March 28, 2024, by and between CytomX Therapeutics, Inc. and Amgen, Inc. 10-Q 5/8/2024 10.1 10.15† License Agreement by and between CytomX Therapeutics, Inc. and ImmunoGen Inc., dated as of February 12, 2016. 10-Q 11/6/2018 10.4 10.16(a)† Collaboration and License Agreement dated as of November 16, 2022 by and between CytomX Therapeutics, Inc. and Regeneron Pharmaceuticals, Inc. 10-K 3/27/2023 10.24 10.16(b)† Amendment No.1 to the Collaboration and License Agreement effective as of June 28, 2024 by and between CytomX Therapeutics, Inc. and Regeneron Pharmaceuticals, Inc. 10-Q 8/8/2024 10.1 10.16(c)† Amendment No. 2 to the Collaboration and License Agreement effective as of October 1, 2025 by and between CytomX Therapeutics, Inc. and Regeneron Pharmaceuticals, Inc. 10-Q 11/6/2025 10.1 10.17(a)† Collaboration and License Agreement dated as of December 30, 2022 by and between CytomX Therapeutics, Inc. and ModernaTX, Inc. 10-K 3/27/2023 10.25 10.17(b)† Amendment No.1 to the Collaboration and License Agreement effective as of November 20, 2025 by and between CytomX Therapeutics, Inc. and ModernaTX, Inc. X 10.18 Unit Purchase Agreement by and among the CytomX Therapeutics, Inc. and certain accredited investors named therein, dated June 29, 2023. 8-K 7/3/2023 10.1 10.19(a) Open Market Sale Agreement, dated as of February 27, 2020, by and between CytomX Therapeutics, Inc. and Jefferies LLC. 10-K 2/27/2020 1.1 10.19(b) Amendment No. 1 to Open Market Sale Agreement, dated as of March 4, 2022, by and between CytomX Therapeutics, Inc. and Jefferies LLC. S-3 8/9/2024 1.3 10.19(c) Amendment No. 2 to Open Market Sale Agreement, dated as of August 9, 2024, by and between CytomX Therapeutics, Inc. and Jefferies LLC. S-3 8/9/2024 1.4 127 CYTOMX THERAPEUTICS, INC. 19.1 Corporate Securities Trading Policy 10-K 3/11/2024 19.1 23.1 Consent of Independent Registered Public Accounting Firm. X 24.1 Power of Attorney (included on signature page) X 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1* Certification of Principal Executive Officer and Principal 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 Executive Compensation Clawback Policy 10-K 3/11/2024 97.1 101.INS Inline 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 Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) X † Certain confidential portions of this exhibit (indicated by “[***]”) have been omitted from this exhibit pursuant to Item 601(b)(10) of Regulation S-K. # Indicates management contract or compensatory plan. * The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of CytomX Therapeutics, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. Item 16. Form 10-K Summary Registrants may voluntarily include a summary of information required by Form 10-K under Item 16. We have elected not to include such summary. 128 CYTOMX THERAPEUTICS, INC. SIGNAT URES Pursuant to the requirements of Section 13 or 15(d) 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. CytomX Therapeutics, Inc. Date: March 16, 2026 By: /s/ Sean A. McCarthy Name: Sean A. McCarthy, D.Phil. Title: Chief Executive Officer and Chairman (Principal Executive Officer) By: /s/ Christopher W. Ogden Name: Christopher W. Ogden Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 129 CYTOMX THERAPEUTICS, INC. POW ER OF ATTORNEY Each person whose individual signature appears below hereby authorizes and appoints Sean A. McCarthy, D. Phil. and Christopher W. Ogden and each of them, with full power of substitution and resubstitution, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorney-in-fact and agents or his substitute or 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. /s/ Sean A. McCarthy Chief Executive Officer and Director March 16, 2026 Sean A. McCarthy, D.Phil. (Principal Executive Officer) /s/ Christopher W. Ogden Chief Financial Officer March 16, 2026 Christopher W. Ogden (Principal Financial Officer and Principal Accounting Officer) /s/ Matthew P. Young Director March 16, 2026 Matthew P. Young /s/ Alan Ashworth Director March 16, 2026 Alan Ashworth, Ph.D. FRS /s/ Elaine V. Jones Director March 16, 2026 Elaine V. Jones, Ph.D. /s/ James R. Meyers Director March 16, 2026 James R. Meyers /s/ Mani Mohindru Director March 16, 2026 Mani Mohindru, Ph.D. /s/ Halley E. Gilbert Director March 16, 2026 Halley E. Gilbert /s/ Zhen Su Director March 16, 2026 Zhen Su, M.D. 130