8 unchanged sentences
Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2025.
−Removed: This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm on our internal control over financial reporting due to an exemption established by the JOBS Act for “emerging growth companies.”
−Removed: Changes in Internal Control over Financial Reporting
+Added: This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm on our internal control over financial reporting as required by Section 404(b) of the Sarbanes-Oxley Act of 2002.
+Added: Because we are a non-accelerated filer under the SEC rules, the Company’s independent registered public accounting firm is not required to issue such an attestation report.
+Added: Changes in Internal Control over Finan cial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Securities Exchange Act of 1934 that occurred during the quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
13 unchanged sentences
Our board of directors has adopted a Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company.
−Removed: The full text of our Code of Business Conduct and Ethics is posted on our investors relations website at http://www.https://investors.nautilus.bio/.
+Added: The full text of our Code of Business Conduct and Ethics is posted on our investors relations website at https://investors.nautilus.bio/.
We will post any amendments to our Code of Business Conduct and Ethics, or waivers of its requirements, on our website.
47 unchanged sentences
Amended and Restated Confirmatory Employment Letter between Nautilus Biotechnology, Inc.
−Removed: and Nick Nelson, dated of as July 31, 2023 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 2, 2023)
−Removed: Amended and Restated Confirmatory Employment Letter between Nautilus Biotechnology, Inc.
and Gwen Weld, dated as of July 31, 2023 (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 2, 2023)
3 unchanged sentences
and Matthew Murphy, dated as of July 31, 2023 (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 2, 2023)
−Removed: Offer Letter betwee n Nautilus Biotechnology, Inc.
−Removed: and Ken Suzuki, dated as of July 5, 2024 (incorporated by reference to Exhibit 10.1 to the Company ’ s Quarterly Report on Form 10-Q filed wit h the SEC on Oct o ber 29, 2024)
+Added: Offer Letter between Nautilus Biotechnology, Inc.
+Added: and Ken Suzuki, dated as of July 5, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 29, 2024)
Amended and Restated Change in Control and Severance Agreement between Nautilus Biotechnology, Inc.
5 unchanged sentences
Amended and Restated Change in Control and Severance Agreement between Nautilus Biotechnology, Inc.
−Removed: and Nick Nelson, dated as of July 31, 2023 (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 2, 2023)
−Removed: Amended and Restated Change in Control and Severance Agreement between Nautilus Biotechnology, Inc.
and Gwen Weld, dated as of July 31, 2023 (incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 2, 2023)
3 unchanged sentences
and Matthew Murphy, dated as of July 31, 2023 (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 2, 2023)
−Removed: Change in Control and Severa nce Agreement between Nautilus Biotechnology, Inc.
−Removed: and Ken Suzuki dated September 16, 2024 (in corporated by reference to Exhibit 10.2 to the C ompany ’ s Quarterly Report on Form 10-Q filed with the SEC on October 29, 2024)
+Added: Change in Control and Severance Agreement between Nautilus Biotechnology, Inc.
+Added: and Ken Suzuki dated September 16, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 29, 2024)
Form of Nautilus Biotechnology, Inc.
2 unchanged sentences
Executive Incentive Compensation Plan (incorporated by reference to Exhibit 10.25 to the Company’s Form S-4/A filed with the SEC on April 26, 2021).
−Removed: Sales Agreement, dated as of February 28, 2024, between Nautilus Biotechn ology , Inc.
+Added: Sales Agreement, dated as of February 28, 2024, between Nautilus Biotechnology, Inc.
and Cowen and Company, LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 28, 2024)
−Removed: Nauti lus Biotechnology, Inc.
−Removed: Insider Trading Policy
+Added: Nautilus Biotechnology, Inc.
+Added: Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2025).
21.1 List of Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2022).
34 unchanged sentences
Anna Mowry (Principal Financial and Accounting Officer)
−Removed: /s/ Michael Altman
−Removed: Director February 27, 2025
−Removed: Michael Altman
/s/ Melissa Epperly
9 unchanged sentences
Director February 26, 2026
−Removed: /s/ Vijay Pande
−Removed: Director February 27, 2025
/s/ Matthew L.
4 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.