Immuneering Corp 10-K

Item 9A. Controls and Procedures Limitations on effectiveness of controls and procedures 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. Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer (who serves as our principal executive officer) and our SVP Finance, Chief Accounting Officer and Treasurer (who serves as 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 Exchange Act) as of December 31, 2025 . Based on this evaluation, our Chief Executive Officer and Chief Accounting Officer and Treasurer concluded that, as of December 31, 2025 , 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 our financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded that, as of December 31, 2025 , our internal control over financial reporting was effective. As an "emerging growth company" as defined in the JOBS Act and a non-accelerated filer, we are not required to comply with the auditor attestation requirement of Section 404 of the Sarbanes-Oxley Act of 2002. 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) that occurred during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information (a) None. (b) Insider Trading Arrangements and Policies Except as set forth in the table below, during the three months ended December 31, 2025, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” and / or “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408 of Regulation S-K. 149 Table of Contents Name / Title Date Adopted Character of Trading Arrangement 1 Aggregate Number of Shares of Common Stock to be Sold Pursuant to Trading Arrangement Duration Other Material Terms Date Terminated Michael Bookman , Chief Legal Officer & Secretary November 17, 2025 Rule 10b5-1 Trading Arrangement ( 2 ) ( 3 ) Not applicable Not applicable Harold Brakewood , Chief Business Officer November 17, 2025 Rule 10b5-1 Trading Arrangement ( 2 ) ( 3 ) Not applicable Not applicable Brett Hall , Chief Scientific Officer November 17, 2025 Rule 10b5-1 Trading Arrangement ( 2 ) ( 3 ) Not applicable Not applicable Igor Matushansky , Chief Medical Officer November 17, 2025 Rule 10b5-1 Trading Arrangement ( 2 ) ( 3 ) Not applicable Not applicable Mallory Morales , SVP Finance, Chief Accounting Officer & Treasurer November 17, 2025 Rule 10b5-1 Trading Arrangement ( 2 ) ( 3 ) Not applicable Not applicable Leah Neufeld , Chief People Officer November 17, 2025 Rule 10b5-1 Trading Arrangement ( 2 ) ( 3 ) Not applicable Not applicable Benjamin Zeskind , President & Chief Executive Officer November 17, 2025 Rule 10b5-1 Trading Arrangement ( 2 ) ( 3 ) Not applicable Not applicable (1) Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is a sell-to-cover instruction letter that provides for sales of a number of shares of common stock as is necessary to cover tax withholding obligations incurred in connection with the vesting or settlement of restricted stock or restricted stock units and is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”). (2) To the extent applicable, up to the minimum number of whole shares of vesting restricted stock (or common stock issuable upon vesting or settlement of restricted stock units) of the Company then held by the named individual, in connection with the vesting or settlement of restricted stock awards and/or restricted stock unit awards, if any, granted by the Company to the named individual, in each case that is sufficient to receive proceeds equal to the amount of the minimum statutory withholding obligations due from the named individual in connection with such vesting or settlement event. The total number of shares that may be sold is not determinable. (3) The trading arrangement has an indefinite duration and may be modified, terminated or amended only by a writing signed by named individual and provided to the Company. Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permits transactions upon expiration of the applicable mandatory cooling-off period(s) under the Rule. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 150 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this Item 10, including with respect to the Company’s Insider Trading Compliance Policy and Procedures , will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2026 Annual Meeting of Stockholders and is incorporated herein by reference. Item 11. Executive Compensation The information required by this Item 11 will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2026 Annual Meeting of Stockholders and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item 12, including information regarding securities authorized for issuance under equity compensation plans pursuant to Item 5(a), Part II of Form 10-K, will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2026 Annual Meeting of Stockholders and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item 13 will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2026 Annual Meeting of Stockholders and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services The information required by this Item 14 will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2026 Annual Meeting of Stockholders and is incorporated herein by reference. PART IV Item 15. Exhibits and Financial Statement Schedules (a) 1. Financial Statements For a list of the financial statements included herein, see Index to Consolidated Financial Statements in this Annual Report on Form 10-K, incorporated into this Item by reference. 2. Financial Statement Schedules Financial statement schedules have been omitted because they are either not required or not applicable or the information is included in the consolidated financial statements or the notes thereto. 3. Exhibits See the Exhibit Index in Item 15(b) below. 151 Table of Contents (b) EXHIBIT INDEX Incorporated by Reference Filed/ Furnished Herewith Exhibit Number Exhibit Description Form File No. Exhibit Filing Date 2.1 Share Purchase Agreement by and among Immuneering Corporation, BioArkive, Inc. and BioArkive’s shareholders, dated as of December 22, 2021 8-K 001-40675 2.1 12/22/2021 3.1 Amended and Restated Certificate of Incorporation of Immuneering Corporation 10-Q 001-40675 3.1 09/09/2021 3.2 Amended and Restated Bylaws of Immuneering Corporation 8-K 001-40675 3.1 02/02/2024 4.1 Form of Specimen Stock Certificate S-1/A 333-257791 4.1 07/26/2021 4.2 Amended and Restated Investors’ Rights Agreement, dated December 21, 2020, by and among the Registrant and the other parties thereto. S-1/A 333-257791 4.2 07/26/2021 4.3 Description of Securities 10-K 001-40675 4.3 03/10/2022 4.4 Form of Pre-Funded Warrant 8-K 001-40675 4.1 08/25/2025 4.5 Form of Purchase Warrant 8-K 001-40675 4.2 08/25/2025 10.1† Employment Agreement, dated July 23, 2021, by and between Brett Hall, Ph.D. and Immuneering Corporation S-1/A 333-257791 10.6 07/26/2021 10.2† Employment Agreement, dated July 23, 2021, by and between Benjamin J. Zeskind, Ph.D. and Immuneering Corporation S-1/A 333-257791 10.8 07/26/2021 10.3† Employment Agreement, dated July 23, 2021, by and between Mallory Morales and Immuneering Corporation 10-K 001-40675 10.4 03/01/2024 10.4† Letter Agreement, by and between Immuneering Corporation and Mallory Morales, dated as of July 25, 2022 8-K 001-40675 10.1 07/25/2022 10.5† Letter Agreement, dated June 14, 2023, by and between Mallory Morales and Immuneering Corporation 10-K 001-40675 10.6 03/01/2024 10.6† Employment Agreement, dated March 24, 2023, by and between Harold E. Brakewood and Immuneering Corporation 10-K 001-40675 10.8 03/01/2024 10.7† Employment Agreement, Dated July 23, 2021, by and between Michael Bookman and Immuneering Corporation S-1/A 333-257791 10.9 07/26/2021 10.8† Immuneering Corporation 2008 Stock Incentive Plan and form of option agreement thereunder. S-1 333-257791 10.4 07/09/2021 10.9† Immuneering Corporation Long Term Incentive Plan and form of option agreement thereunder S-1 333-257791 10.5 07/09/2021 10.10† Immuneering Corporation 2021 Incentive Award Plan and forms of award agreements thereunder S-1/A 333-257791 10.10 07/26/2021 10.11† Immuneering Corporation 2021 Employee Stock Purchase Plan. S-1/A 333-257791 10.11 07/26/2021 10.12† Immuneering Corporation 2025 Employment Inducement Award Plan and forms of award agreements thereunder 10-K 001-40675 10.14 03/20/2025 10.13 Equity Distribution Agreement, dated as of August 10, 2022, by and between Immuneering Corporation and Piper Sandler & Co. S-3 333-266738 1.2 8/10/2022 10.14† Form of Indemnification Agreement by and among the Registrant and its directors and officers. S-1/A 333-257791 10.12 07/26/2021 10.15† Immuneering Corporation Non-Employee Director Compensation Program, as amended, effective January 1, 202 6 * 10.16 Lease Agreement, by and between BioArkive, Inc. and Thornmint 13, LLC, dated as of July 22, 2021 8-K 001-40675 10.1 12/22/2021 10.17 Equity Distribution Agreement, dated as of August 13, 2025, by and between Immuneering Corporation and Piper Sandler & Co. S-3 333-289589 1.2 08/13/2025 10.18# Form of Securities Purchase Agreement, dated as of August 21, 2025, by and among Immuneering Corporation and the investors party thereto 8-K 001-40675 10.1 08/25/2025 152 Table of Contents Incorporated by Reference Filed/ Furnished Herewith Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed/ Furnished Herewith 10.19 Form of Registration Rights Agreement, dated as of August 21, 2025, by and among Immuneering Corporation and the investors party thereto 8-K 001-40675 10.2 08/25/2025 10.20# Securities Purchase Agreement, dated as of September 24, 2025, by and between Immuneering Corporation and Aventis Inc. 8-K 001-40675 10.1 09/24/2025 19.1 Immuneering Corporation Insider Trading Compliance Policy and Procedures 10-K 001-40675 19.1 03/20/2025 21.1 Subsidiaries of Immuneering Corporation 10-K 001-40675 21.1 03/10/2022 23.1 Consent of RSM US LLP, Independent Registered Public Accounting Firm * 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a). * 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a). * 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. ** 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350. ** 97.1 Immuneering Corporation Policy for Recovery of Erroneously Awarded Compensation 10-K 001-40675 97.1 03/01/2024 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. * 101.SCH Inline XBRL Taxonomy Extension Schema Document. * 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. * 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. * 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. * 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. * 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * * Filed herewith. ** Furnished herewith. † Indicates a management contract or compensatory plan or arrangement. # The representations and warranties contained in this agreement were made only for purposes of the transactions contemplated by the agreement as of specific dates and may have been qualified by certain disclosures between the parties and a contractual standard of materiality different from those generally applicable under securities laws, among other limitations. The representations and warranties were made for purposes of allocating contractual risk between the parties to the agreement and should not be relied upon as a disclosure of factual information relating to the Company, the investor(s) and/or the transactions described herein or therein. Item 16. Form 10-K Summary None. 153 Table of Contents 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, duly authorized. IMMUNEERING CORPORATION Date: March 6, 2026 By: /s/ Benjamin J. Zeskind Name: Benjamin J. Zeskind, Ph.D. Title: Co-Founder, President, Chief Executive Officer and Director (Principal Executive Officer) POWER OF ATTORNEY Each person whose individual signature appears below hereby authorizes and appoints Benjamin J. Zeskind, and Mallory Morales and each of them, with full power of substitution and resubstitution and full power to act without the other, 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 attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their 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, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Benjamin J. Zeskind President, Chief Executive Officer and Director (Principal Executive Officer) March 6, 2026 Benjamin J. Zeskind, Ph.D. /s/ Mallory Morales SVP Finance, Chief Accounting Officer and Treasurer (Principal Financial and Accounting Officer) March 6, 2026 Mallory Morales /s/ Robert J. Carpenter Director March 6, 2026 Robert J. Carpenter /s/ Peter Feinberg Director March 6, 2026 Peter Feinberg /s/ Diana F. Hausman Director March 6, 2026 Diana F. Hausman, M.D. /s/ Laurie B. Keating Director March 6, 2026 Laurie B. Keating /s/ Thomas J. Schall Director March 6, 2026 Thomas J. Schall, Ph.D. 154