Nkarta, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are designed to provide reasonable assurance that information required to be disclosed by a company 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 and is accumulated and communicated to our management, including our Chief Executive Officer and President, as appropriate to allow timely decisions regarding required disclosure. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and President, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. Based on this evaluation, our Chief Executive Officer and President concluded that, as of December 31, 2025, our disclosure controls and procedures were effective at the reasonable assurance level. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 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 the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our 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. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and President, regarding the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on Effectiveness of Controls Our management, including our Chief Executive Officer and our President, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by the collusion of two or more people or by management override of controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. 128 Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Item 9B. Other Information. None of our directors or officers adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or a "non-rule 10b5-1 trading arrangement," as each item is defined in Item 408(a) of Regulation S-K, during the fourth quarter ended December 31, 2025. Item 9C. Di sclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. 129 PART III Item 10. Directors, Executive Off icers 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. Executiv e 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 Own ers 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 Related 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 Accoun tant 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. 130 PART IV Item 15. Exhibits and Financ ial Statement Schedules. (a) The following documents are filed as part of this Annual Report on Form 10-K: 1. Financial Statements. See Index to Financial Statements in Part II Item 8 of this Annual Report on Form 10-K. 2. Financial Statement Schedules . None. All financial statement schedules are omitted because they are not applicable, not required under the instructions or the requested information is included in the financial statements or notes thereto. 3. Exhibits . The following is a list of exhibits filed with this report or incorporated herein by reference: 131 Exhibit Index Incorporated by Reference Exhibit Number Description Form File No. Exhibit Filing Date Filed Herewith 3.1(A) Restated Certificate of Incorporation of Nkarta, Inc. 8-K 001-39370 3.1 7/14/2020 3.1(B) Amendment to Restated Certificate of Incorporation of Nkarta, Inc. 8-K 001-39370 3.1 6/9/2023 3.1(C) Second Amendment to Restated Certificate of Incorporation of Nkarta, Inc. 8-K 001-39370 3.1 6/13/2024 3.2 Amended and Restated Bylaws of Nkarta, Inc. 8-K 001-39370 3.2 7/14/2020 4.1(A) Form of Common Stock Certificate. S-1/A 333-239301 4.1 7/2/2020 4.1(B) Form of Pre-Funded Warrant. 8-K 001-39370 4.1 3/28/2024 4.2 Amended and Restated Investors’ Rights Agreement, dated as of August 27, 2019, by and among Nkarta, Inc. and certain of its stockholders. S-1 333-239301 4.2 6/19/2020 4.3 Description of Capital Stock. X 10.1 # Form of Indemnification Agreement between Nkarta, Inc. and each of its directors and executive officers. S-1/A 333-239301 10.1 7/2/2020 10.2(A) # 2015 Equity Incentive Plan. S-1 333-239301 10.2 6/19/2020 10.2(B) # Form of Stock Option Agreement for 2015 Equity Incentive Plan. S-1 333-239301 10.3 6/19/2020 10.3(A) # 2020 Performance Incentive Plan. S-1/A 333-239301 10.4 7/2/2020 10.3(B) # Form of Director Option Agreement between Nkarta, Inc. and certain of its directors. 10-Q 001-39370 10.5 8/20/2020 10.3(C) # Form of Director Option Agreement between Nkarta, Inc. and certain of its directors. 10-K 001-39370 10.3(C) 3/16/2023 10.3(D) # Form of non-qualified Stock Option Agreement between Nkarta, Inc. and certain of its officers and employees. 10-Q 001-39370 10.6 8/20/2020 10.3(E) # Form of non-qualified Stock Option Agreement between Nkarta, Inc. and certain of its officers and employees. 10-K 001-39370 10.3(E) 3/16/2023 10.3(F) # Form of Restricted Stock Unit Agreement between Nkarta, Inc. and certain of its officers and employees. 10-K 001-39370 10.3(F) 3/16/2023 10.4 # 2020 Employee Stock Purchase Plan. S-1/A 333-239301 10.5 7/2/2020 10.5 # Nkarta, Inc. Non-Employee Director Compensation Policy, as amended on March 22, 2023. 10-Q 001-39370 10.2 5/11/2023 10.6(A) # Employment Offer Letter between Nkarta, Inc. and Paul Hastings. S-1 333-239301 10.6 6/19/2020 10.6(C) # Employment Offer Letter between Nkarta, Inc. and Nadir Mahmood. 10-Q 001-39370 10.1 11/07/2024 10.6(D) # Employment Offer Letter between Nkarta, Inc. and Shawn Rose. 10-Q 001-39370 10.1 8/12/2025 132 10.8 # Form of Severance Agreement. 8-K 001-39370 10.1 1/13/2021 10.9 Exclusive License Agreement between Nkarta, Inc., National University of Singapore and St. Jude Research Hospital, Inc. S-1 333-239301 10.9 6/19/2020 10.10(A) Lease Agreement, dated May 29, 2018, by and between Nkarta, Inc. and HCP Life Science REIT, Inc. S-1 333-239301 10.10 6/19/2020 10.10(B) First Amendment to Lease Agreement, dated April 24, 2019, by and between Nkarta, Inc. and HCP Life Science REIT, Inc. S-1 333-239301 10.11 6/19/2020 10.10(C) Second Amendment to Lease Agreement, dated May 5, 2020, by and between Nkarta, Inc. and HCP Life Science REIT, Inc. S-1 333-239301 10.12 6/19/2020 10.10(D) Third Amendment to Lease Agreement, dated January 14, 2021, by and between Nkarta, Inc. and HCP Life Science REIT, Inc. 10-K 001-39370 10.10(D) 3/25/2021 10.10(E) Fourth Amendment to Lease Agreement, dated October 19, 2021, by and between Nkarta, Inc. and HCP Life Science REIT, Inc. 8-K 001-39370 10.1 10/22/2021 10.10(F) Fifth Amendment to Lease Agreement, dated August 11, 2022, by and between Nkarta, Inc. and HCP Life Science REIT, Inc. 10-Q 001-39370 10.2 8/11/2022 10.10(G) Sixth Amendment to Lease Agreement, dated December 20, 2024, by and between Nkarta, Inc. and HCP Life Science REIT, Inc. 10-K 001-39370 10.10(G) 3/26/2025 10.11(A) Lease, dated July 9, 2021, by and between Nkarta, Inc. and HCP BTC, LLC. 8-K 001-39370 10.1 7/14/2021 10.11(B) First Amendment to Lease, dated November 5, 2021, by and between Nkarta, Inc. and HCP BTC, LLC. 10-Q 001-39370 10.2 11/10/2021 10.11(C) Second Amendment to Lease, dated August 11, 2022, by and between Nkarta, Inc. and HCP BTC, LLC. 10-Q 001-39370 10.1 8/11/2022 10.11(D) Third Amendment to Lease, dated April 25, 2023, by and between Nkarta, Inc. and HCP BTC, LLC. 10-Q 001-39370 10.3 5/11/2023 10.11(E) Fourth Amendment to Lease, dated June 14, 2023, by and between Nkarta, Inc. and HCP BTC, LLC. 10-Q 001-39370 10.2(B) 8/10/2023 19.1 Nkarta, Inc. Insider Trading Policy. X 23.1 Consent of Independent Registered Public Accounting Firm. 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 133 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+ 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 Policy Regarding the Recoupment of Certain Compensation Payments. 10-K 001-39370 97 3/21/2024 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document X 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X _________________ # Indicates management contract or compensatory plan + This certification is being furnished solely to accompany this Annual Report on Form 10-K pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing. ** Portions of this exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K. The Company undertakes to provide to the Securities and Exchange Commission or its staff, if requested and on a supplemental basis, an unredacted copy of this exhibit. Item 16. Form 10-K Summary None. 134 SIGNAT URES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized . Nkarta, Inc. Date: March 25, 2026 By: /s/ Paul J. Hastings Paul J. Hastings Chief Executive Officer 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. Signature Title Date /s/ Paul J. Hastings Chief Executive Officer and Director March 25, 2026 Paul J. Hastings (Principal Executive Officer) /s/ Nadir Mahmood President March 25, 2026 Nadir Mahmood (Principal Financial and Accounting Officer) /s/ Ali Behbahani Director March 25, 2026 Ali Behbahani, M.D., MBA /s/ Michael Dybbs Director March 25, 2026 Michael Dybbs, Ph.D. /s/ Simeon George Director March 25, 2026 Simeon George, M.D., MBA /s/ Leone Patterson Director March 25, 2026 Leone Patterson, MBA /s/ Zachary Scheiner Director March 25, 2026 Zachary Scheiner, Ph.D. /s/ Angela Thedinga Director March 25, 2026 Angela Thedinga, MBA, MPH /s/ George Vratsanos Director March 25, 2026 George Vratsanos, M.D. 135