OmniAb, Inc. 10-K

Item 9A. Controls and Procedures Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is 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. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 106 Table of Contents Our management, with the participation of our principal executive officer and our principal financial officer, have evaluated our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this Annual Report. Based on such evaluation, our principal executive officer and our principal financial officer have concluded that as of such date, 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 financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Internal control over financial reporting is a process designed under the supervision and with the participation of our management to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013 Framework). Based on this assessment, our management concluded that, as of December 31, 2025, our internal control over financial reporting was effective. Attestation Report of the Registered Public Accounting Firm This Annual Report does not include an attestation report of our registered public accounting firm due to an exemption provided by the JOBS Act for “emerging growth companies” and our status as a non-accelerated filer under the Exchange Act. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information Rule 10b5-1 Trading Arrangements From time to time, our officers (as defined in Rule 16a-1(f) of the Exchange Act) and directors may enter into Rule 10b5-1 or non-Rule 10b5-1 trading arrangements (as each such term is defined in Item 408 of Regulation S-K). During the three months ended December 31, 2025, none of our officers or directors adopted , modified or terminated any such trading arrangements. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None PART III 107 Table of Contents Item 10. Directors, Executive Officers and Corporate Governance The other information required by this item and not set forth below will be included in our definitive proxy statement to be filed with the SEC within 120 days of December 31, 2025 in connection with our 2026 annual meeting of stockholders (“Definitive Proxy Statement”), and is incorporated herein by reference. Code of Conduct The board of directors has adopted a Code of Business Conduct and Ethics (“Code of Conduct”) that applies to all officers, directors and employees. The Company will promptly disclose (1) the nature of any amendment to the Code of Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and (2) the nature of any waiver, including an implicit waiver, from a provision of our Code of Conduct that is granted to one of these specified officers, the name of such person who is granted the waiver and the date of the waiver on our website in the future. The Code of Conduct can be accessed via our website (http://www.omniab.com), Governance Documents page. You may also request a free copy by writing to: Investor Relations, OmniAb Inc., 5980 Horton Street, Suite 600, Emeryville, CA 94608. Insider Trading Compliance Policy and Procedures We have adopted an insider trading policy and procedures governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and other covered persons that are designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq Stock Market LLC listing rules, as applicable. A copy of our Insider Trading Compliance Policy and Procedures is filed as Exhibit 19 to this Annual Report. It is our policy to comply with U.S. insider trading laws and regulations, including with respect to transactions in our own securities. Item 11. Executive Compensation Information required by this item will be included in our Definitive Proxy Statement and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information required by this item will be included in our Definitive Proxy Statement and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence Information required by this item will be included in our Definitive Proxy Statement and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services Information required by this item will be included in our Definitive Proxy Statement and is incorporated herein by reference. 108 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedule The following documents are included as part of this Annual Report. 1. Financial Statements. Index to Consolidated Financial Statements 75 Report of Independent Registered Public Accounting Firm 76 Consolidated Balance Sheets 77 Consolidated Statements of Operations 78 Consolidated Statements of Comprehensive Loss 79 Consolidated Statements of Stockholders’ Equity 80 Consolidated Statements of Cash Flows 81 Notes to Consolidated Financial Statements 82 2. Financial Statements Schedules. All schedules are omitted because they are not applicable or the required information is in the financial statements or notes thereto. 3. Exhibits. A list of exhibits is set forth on the Exhibit Index immediately preceding the signature page of this Annual Report and is incorporated herein by reference. Item 16. Form 10-K Summary None EXHIBIT INDEX Incorporated by Reference Exhibit Number Description of Exhibit Form File Number Date of Filing Exhibit Number Filed Herewith 2.1+ Agreement and Plan of Merger, dated March 23, 2022, by and among Avista Public Acquisition Corp. II, Orwell Merger Sub Inc., Ligand Pharmaceuticals Incorporated and OmniAb, Inc. S-4 333-264525 September 27, 2022 2.1 2.2+ Separation and Distribution Agreement, dated March 23, 2022, by and among Avista Public Acquisition Corp. II, Ligand Pharmaceuticals Incorporated and OmniAb, Inc. S-4 333-264525 September 27, 2022 2.2 3.1 Certificate of Incorporation of the Registrant 10-K 001-40720 March 30, 2023 3.1 3.2 Bylaws of the Registrant 8-K 001-40720 November 7, 2022 3.2 4.1 Warrant Agreement, dated August 9, 2021, between Avista Public Acquisition Corp. II and Continental Stock Transfer & Trust Company, as warrant agent 8-K 001-40720 August 12, 2021 4.1 4.2 Assignment, Assumption and Amendment Agreement, dated November 1, 2022, by and among OmniAb, Inc., Continental Stock Transfer & Trust Company and Computershare Trust Company, N.A. 8-K 001-40720 November 7, 2022 4.2 109 Table of Contents 4.3 Specimen Warrant Certificate S-1/A 333-257177 July 28, 2021 4.3 4.4 Specimen Common Stock Certificate of OmniAb, Inc. S-4 333-264525 September 27, 2022 4.5 4.5 Description of Registered Securities 10-K 001-40720 March 30, 2023 4.5 10.1 Private Placement Warrants Purchase Agreement, dated August 9, 2021, between Avista Public Acquisition Corp. II and Avista Acquisition LP II 8-K 001-40720 August 12, 2021 10.3 10. 2 # Form of Indemnity Agreements, dated August 9, 2021, between Avista Public Acquisition Corp. II, each of its officers and directors and Avista Acquisition LP II 8-K 001-40720 August 12, 2021 10.6 10. 3 Securities Subscription Agreement, dated February 12, 2021, between Avista Public Acquisition Corp. II and the Sponsor S-1/A 333-257177 July 28, 2021 10.7 10. 4 Sponsor Insider Agreement, dated March 23, 2022, by and among OmniAb, Inc., Avista Public Acquisition Corp. II, Avista Acquisition LP II and the other parties signatory thereto S-4 333-264525 September 27, 2022 10.11 10. 5 † Amended and Restated Registration and Stockholder Rights Agreement, dated November 1, 2022 by and among OmniAb, Inc., Avista Acquisition LP II and the other parties named therein 8-K 001-40720 November 7, 2022 10.7 10. 6 Amended and Restated Forward Purchase Agreement, dated March 23, 2022, by and among Avista Public Acquisition Corp. II, Avista Acquisition LP II and OmniAb, Inc. S-4 333-264525 September 27, 2022 10.12 10. 7 + Amended and Restated Employee Matters Agreement, dated August 18, 2022, by and among Avista Public Acquisition Corp. II, Orwell Merger Sub Inc., Ligand Pharmaceuticals Incorporated and OmniAb, Inc. S-4 333-264525 September 27, 2022 10.13 10. 8 †+ Tax Matters Agreement, dated November 1, 2022, by and among OmniAb, Inc., Ligand Pharmaceuticals Incorporated and OmniAb Operations, Inc. 8-K 001-40720 November 7, 2022 10.10 10. 9 # OmniAb, Inc. 2022 Incentive Award Plan 8-K 001-40720 October 24, 2022 10.1 10.1 0 # Form of Stock Option Agreement under the OmniAb, Inc. 2022 Incentive Award Plan 8-K 001-40720 November 7, 2022 10.14 10.1 1 # Form of Restricted Stock Unit Agreement under the OmniAb, Inc. 2022 Incentive Award Plan 8-K 001-40720 November 7, 2022 10.15 10.1 2 # Form of Performance Stock Unit Agreement under the OmniAb, Inc. 2022 Incentive Award Plan 8-K 001-40720 November 7, 2022 10.16 10.1 3 # OmniAb, Inc. 2022 Employee Stock Purchase Plan 8-K 001-40720 October 24, 2022 10.2 10.1 4 # OmniAb, Inc. 2022 Ligand Service Provider Assumed Award Plan 8-K 001-40720 November 7, 2022 10.18 10.1 5 # OmniAb, Inc. 2022 OmniAb Service Provider Assumed Award Plan 8-K 001-40720 November 7, 2022 10.19 10.1 6 # OmniAb, Inc. Director Compensation and Stock Ownership Policy (as amended and restated effective June 1, 2023) 10-Q 001-40720 August 10, 2023 10.1 10.1 7 # OmniAb, Inc. Severance Plan 8-K 001-40720 November 7, 2022 10.21 10.1 8 # Change in Control Severance Agreement, effective November 1, 2022, between OmniAb, Inc. and Matthew W. Foehr 10-K 001-40720 March 30, 2023 10.21 10. 19 # Change in Control Severance Agreement, effective November 1, 2022, between OmniAb, Inc. and Kurt A. Gustafson 10-K 001-40720 March 30, 2023 10.22 10.2 0 # Change in Control Severance Agreement, effective November 1, 2022, between OmniAb, Inc. and Charles S. Berkman 10-K 001-40720 March 30, 2023 10.23 110 Table of Contents 10.2 1 # Form of OmniAb, Inc. Indemnification Agreement for Directors and Officers S-4 333-264525 September 27, 2022 10.25 10.2 2 + Office/Laboratory Lease between Emery Station Office II, LLC and Ligand Pharmaceuticals Incorporated, dated June 8, 2021 S-4 333-264525 September 27, 2022 10.26 10.2 3 † Assignment of Lease, Consent to Assignment of Lease and First Amendment to Lease, dated for reference purposes only as of October 26, 2022, by Emery Station Office II, LLC, Ligand Pharmaceuticals Incorporated and OmniAb, Inc. 10-K 001-40720 March 30, 2023 10.26 10. 24 Open Market Sale Agreement℠, dated December 8, 2023, between the Company and Jefferies LLC S-3 333-275966 December 8, 2023 1.2 19 Insider Trading Compliance Policy and Procedures, as amended and restated effective March 28, 2023 10-K 001-40720 March 18, 2025 19 21.1 List of Subsidiaries of OmniAb, Inc. 8-K/A 001-40720 November 7, 2022 21.1 23.1 Consent of Ernst & Young LLP X 31.1 Certification of Chief Executive Officer, as required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Chief Financial Officer, as required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1* Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2* Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97 Policy for Recovery of Erroneously Awarded Compensation 10-K 001-40720 March 25, 2024 97 101.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 Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy 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 schedules and annexes have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or annex will be furnished as a supplement to the SEC upon request. # Indicates management contract or compensatory plan. † Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions are (i) not material and (ii) treated by the Registrant as private or confidential. * This certification is deemed not filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. 111 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of 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. OMNIAB, INC. By: /s/ MATTHEW W. FOEHR Matthew W. Foehr President and Chief Executive Officer Date: March 4, 2026 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. Signature Title Date /s/ MATTHEW W. FOEHR President and Chief Executive Officer and Director (Principal Executive Officer) March 4, 2026 Matthew W. Foehr /s/ KURT GUSTAFSON Executive Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer) March 4, 2026 Kurt Gustafson /s/ JOHN L. HIGGINS Director and Board Chair March 4, 2026 John L. Higgins /s/ CAROLYN R. BERTOZZI, Ph.D. Director March 4, 2026 Carolyn R. Bertozzi, Ph.D. /s/ JENNIFER COCHRAN, Ph.D. Director March 4, 2026 Jennifer Cochran, Ph.D. /s/ STEVE CROUSE Director March 4, 2026 Steve Crouse /s/ PHILIP J. GOTWALS, Ph.D. Director March 4, 2026 Philip J. Gotwals, Ph.D. /s/ STEVEN LOVE Director March 4, 2026 Steven Love 112