What changed in this filing

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Item 9A. Controls and Procedures

2026-02-17 compared with 2025-02-19 · 21 added, 22 removed, 195 unchanged (18% of the section changed)

26 unchanged sentences

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) of the Exchange Act that occurred during the three months ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

5 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 19, 2025 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 17, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

19 unchanged sentences

Insider Trading Arrangements

On November 18, 2024 , Kathryn Romano , our Chief Accounting Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act for (1) the exercise of 5,000 stock options and sale of the associated shares of common stock issued to Ms.

Romano until the earlier of execution of all trades or August 20, 2025 , and (2) the sale on February 26, 2025 of up to 750 shares of common stock issued to Ms.

Romano pursuant to the vesting of a RSA award on February 26, 2025.

During the three months ended December 31, 2024, other than mentioned above, none of our directors or officers (as that term is defined by the SEC in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement.

On November 6, 2025 , Kathryn Romano , our Chief Accounting Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act for the sale of up to 20,000 shares of the Company’s common stock and a gift of up to 750 shares of the Company’s common stock.

The Rule 10b5-1 trading arrangement will continue until August 31, 2026 , subject to early termination in accordance with the terms of the Rule 10b5-1 trading arrangement, including upon completion of the sale of all of the shares of the Company’s common stock subject to the Rule 10b5-1 trading arrangement.

On November 25, 2025 , Daniel Janney , a member of the Company’s Board of Directors , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act for the sale of up to 90,000 shares of the Company’s common stock, a portion of which will be issued upon exercise of stock options that if not exercised will expire in 2026.

The Rule 10b5-1 trading arrangement will continue until November 5, 2026 , subject to early termination in accordance with the terms of the Rule 10b5-1 trading arrangement, including upon completion of the sale of all of the shares of the Company’s common stock subject to the Rule 10b5-1 trading arrangement.

During the three months ended December 31, 2025, other than as disclosed above, none of our directors or officers (as that term is defined by the SEC in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

2 unchanged sentences

Information required by this Item is hereby incorporated by reference to our 2026 Definitive Proxy Statement, which will be filed prior to April 30, 2026.

We maintain a Code of Business Conduct and Ethics for our employees, officers, and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller and other persons performing similar functions.

To view this code of ethics free of charge, please visit the investors section of our website at www.krystalbio.com.

(The website address is not intended to function as a hyperlink, and the information contained in our website is not intended to be a part of this filing.) We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to or a waiver from a provision of this Code of Business Conduct and Ethics, if any, by posting such information on our website as set forth above.

Executive Compensation.

19 unchanged sentences

3.2 Amended and Restated Bylaws of Krystal Biotech, Inc.

(incorporate d by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, as filed with the SEC on September 25, 2017 )

(incorporate by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, as filed with the SEC on September 25, 2017

4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Amendment No.

2 unchanged sentences

4.2 Form of Indenture (including form of Debt Securities) (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-3 (Reg.

333-227632), as filed with the SEC on October 1, 2018)

333-2379 83 ), as filed with the SEC on May 4 , 2020 )

Description of Common Stock (incorporated by reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K, as filed with the SEC on February 27, 2023)

63 unchanged sentences

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on February 2, 2021)

Standard Form of Contract for Construction and the corresponding General Conditions of the Contract for Construction with The Whiting-Turner Contracting Company, dated June 30, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on August 9, 2021)

Guaranteed Maximum Price Amendment to Standard Form of Contract for Construction and the corresponding General Conditions of the Contract for Construction with The Whiting-Turner Contracting Company dated September 13, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on September 16, 2021)

Form of Krystal Biotech, Inc.

2 unchanged sentences

Form of Performance-Based Restricted Stock Unit Award Agreement under the 2017 IPO Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on May 8, 2023)

Securities Purchase Agreement, by and among Krystal Biotech, Inc.

and the institutional investors listed on the signature pages thereto, dated as of May 21, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on May 22, 2023)

Registration Rights Agreement, by and among Krystal Biotech, Inc.

and the institutional investors listed on the signature pages thereto, dated as of May 21, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, as filed with the SEC on May 22, 2023)

Number Description

Krystal Biotech, Inc.

Executive Change in Control Severance Plan , with an ef fective date of August 2, 2024 (incorporated by reference to Exhibit 10.1 to the Company ’ s Quarterly Report on Form 10-Q, as filed with the SEC on August 5, 2024)

Executive Change in Control Severance Plan, with an effective date of August 2, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on August 5, 2024)

First Amendment to the Krystal Biotech, Inc.

2017 IPO Stock Incentive Plan , made and en tered into effective as of August 2, 2024 (incorporated by reference to Exhibit 10.

2017 IPO Stock Incentive Plan, made and entered into effective as of August 2, 2024 (incorporated by reference to Exhibit 10.

2 to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on August 5, 2024)

Twelfth A mendment to Lease Agreement, dated as of September 27, 2024 , by and between Wharton Lender Associates, L.P.

Twelfth amendment to Lease Agreement, dated as of September 27, 2024, by and between Wharton Lender Associates, L.P.

and Krystal Biotech, Inc.

(incorporated by reference to Exhibit 10.29 to the Company's Annual Report on Form 10-K, as filed with the SEC on February 19, 2025)

Krystal Biotech, Inc.

Insider Trading Policy and Guidelines for Disclosure of Material Non-Public Information

Insider Trading Policy and Guidelines for Disclosure of Material Non-Public Information (incorporated by reference to Exhibit 19.1 to the Company's Annual Report on Form 10-K, as filed with the SEC on February 19, 2025)

21.1* Subsidiaries of Krystal Biotech, Inc.

23.1* Consent of KPMG LLP

Number Description

Power of Attorney (included as part of signature page)

31.1* Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

14 unchanged sentences

Chief Accounting Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Krish S.

Krishnan and/or Kathryn A.

Romano as his or her true and lawful attorney-in-fact and agent, with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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.

7 unchanged sentences

Rossi Director February 17, 2026

/s/ Kirti Ganorkar Director February 19, 2025

Kirti Ganorkar

/s/ Julian Gangolli Director February 17, 2026

7 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.

What changed 10-K

Item 9A. Controls and Procedures