What changed in this filing

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Item 9A. Controls and Procedures

2026-02-19 compared with 2025-02-28 · 87 added, 39 removed, 344 unchanged (27% of the section changed)

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(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

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, comprehensive loss, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes and our report dated February 28, 2025 expressed an unqualified opinion thereon.

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, comprehensive loss, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 19, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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The following table sets forth the name, age, and position of each of our current executive officers and directors as of February 19, 2026:

Name Age Position

Executive Officers:

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47 General Counsel, Corporate Secretary

Megan Sniecinski 45 Chief Operating Officer

Non-Employee Directors:

Dean Mitchell(2)(4) 70 Chairman, Director

Stuart Arbuckle(2)(4)

Jeffrey Chodakewitz, M.D.(3)(4) 70 Director

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Jill DeSimone(1)(2)(3) 70 Director

Jeffrey Kindler(1)(3)

Gregory Norden(1)(2) 68 Director

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Nemiroff was also a co-founder of RogCon, Inc.

and RogCon U.R., Inc., and he has served as both entities’ Chief Executive Officer since inception in November 2015.

and RogCon U.R., Inc., and he has served as both entities’ Chief Executive Officer since

inception in November 2015.

Nemiroff has experience working in commercial and securities litigation while at Greenberg Traurig LLP, and served as law clerk to the Honorable Paul C.

Huck of the United States District Court

for the Southern District of Florida.

Huck of the United States District Court for the Southern District of Florida.

Nemiroff received a B.B.A from the University of Michigan’s Ross School of Business, and a J.D.

from Northwestern University School of Law.

Megan Sniecinski has served as our Chief Operating Officer since January 2026, and previously served as our Chief Business Officer from December 2021 through December 2025.

Prior to joining Praxis, she served as Chief Business Officer at BioCryst Pharmaceuticals from July 2019 to August 2021, overseeing corporate development, global medical affairs, program management and global supply chain.

From 2017 to 2019, she was senior vice president of business operations and program management at PTC Therapeutics, or PTC, where she established, led and grew the program management function and led business development during the company’s transition toward becoming a fully integrated, commercial stage organization.

Before joining PTC, Ms.

Sniecinski spent more than a decade at Merck serving in a diverse set of operational and strategic roles supporting their manufacturing operations, commercial and G&A divisions, with increasing responsibility, culminating as director of business development and strategic partnerships at Merck Vaccines.

Sniecinski received a B.S.

in chemical engineering from the University of Virginia and an M.B.A.

from the Wharton School of the University of Pennsylvania.

Non-Employee Directors

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Prior to Bristol-Myers Squibb Company, he spent 14 years at GlaxoSmithKline plc, in assignments of increasing responsibility spanning sales, marketing, general management, commercial strategy and clinical development and product strategy.

Mitchell currently serves on the boards of directors of Theravance Biopharma, Inc.

TBPH) and Precigen Inc.

(formerly Intrexon Inc.) (NASDAQ:

Mitchell previously served on the boards of directors of ImmunoGen Inc.

(acquired by Abbvie Inc.

in 2024) and Kinnate Biopharma Inc.

(acquired by XOMA Corporation in 2024).

Mitchell currently serves on the board of directors of Theravance Biopharma, Inc.

He also serves as chairman of the board of directors of Recode Therapeutics, a private company.

Mitchell previously served on the boards of directors of ImmunoGen Inc., Kinnate Biopharma Inc.

and Precigen, Inc.

Mitchell holds an M.B.A.

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Mitchell is qualified to serve on our Board of Directors because of his management experience in the pharmaceutical and biotherapeutics industries and his experience as a president, chief executive officer and board member of multiple biotechnology companies.

Stuart Arbuckle , has served as a member of our board of directors since January 2026.

Arbuckle previously served as the Executive Vice President and Chief Operating Officer of Vertex Pharmaceuticals Incorporated, or Vertex, from August 2021 to July 2025, where he was responsible for the company’s Global Commercial team, Portfolio and Program Management, Human Resources and Corporate Communications.

Prior to that role, he served as Executive Vice President and Chief Commercial Officer at Vertex from September 2012 to March 2021.

Prior to joining Vertex, Mr.

Arbuckle held several commercial leadership positions at Amgen Inc., including leading sales and marketing efforts for Amgen Inc.’s portfolio of cancer medicines and as Vice President and Regional General Manager at Amgen Inc., where he led efforts to expand the company’s presence in Asia, the Middle East, and Africa.

Prior to these roles, Mr.

Arbuckle spent 15 years at GlaxoSmithKline plc, where he held sales and marketing roles for medicines aimed at treating metabolic, respiratory, musculoskeletal, cardiovascular and other diseases.

Arbuckle currently serves on the boards of directors of Rhythm Pharmaceuticals, Inc.

RYTM) and Alnylam Pharmaceuticals, Inc.

Arbuckle previously served as member of the board of directors of ImmunoGen, Inc.

Arbuckle holds a BSc in Pharmacology and Physiology from the University of Leeds in the United Kingdom.

We believe Mr.

Arbuckle is qualified to serve on our Board of Directors because of his significant leadership experience in the biopharmaceutical industry, including executive roles that drove commercial growth.

Jeffrey Chodakewitz, M.D., has served as a member of our Board of Directors since April 2021.

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From April 2018 through March 2019, he served as Executive Vice President, Clinical Medicine and External Innovation, at Vertex Pharmaceuticals, Inc., or Vertex.

Prior to that role, Dr.

Prior to that role,

Chodakewitz held the roles of Chief Medical Officer and Executive Vice President, Global Medicines Development and Medical Affairs at Vertex from January 2014 to April 2018 and was a member of the Vertex Executive Committee.

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Chodakewitz previously served on the board of directors of Freeline Therapeutics Holdings plc.

(acquired by Syncona Ltd in 2024).

Chodakewitz received a B.S.

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Merit Cudkowicz, M.D., has served as a member of our Board of Directors since April 2021.

Cudkowicz has served as the Chief of Neurology at Massachusetts General Hospital since 2012 and is the Director of the Sean M.

Cudkowicz has served as the inaugural Executive Director of the Massachusetts General Brigham Neuroscience Institute since February 2025.

She previously served as the Chair of Neurology at Massachusetts General Hospital from 2012 to January 2025.

Cudkowicz is the Director of the Sean M.

Healey & AMG Center for ALS and Director and the Julieanne Dorn Professor of Neurology at Harvard Medical School.

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Prior to her time at Teva, Ms.

DeSimone served in several roles of increasing responsibility at Bristol Myers-Squibb from 1980 to 2012, including Senior Vice President

of Oncology and Senior Vice President of Commercial Operations.

DeSimone currently serves on the board of directors of Oncternal Therapeutics, Inc.

ONCT), iTeos Therapeutics, Inc.

ITOS) and Affini-T Therapeutics, Inc., a private company.

DeSimone previously served on the board of directors of Kinnate Biopharma, Inc.

(acquired by XOMA Corporation in 2024).

DeSimone served in several roles of increasing responsibility at Bristol Myers-Squibb from 1980 to 2012, including Senior Vice President of Oncology and Senior Vice President of Commercial Operations.

DeSimone currently serves on the board of directors of Indegene Limited, a digital-first life sciences commercialization company publicly listed in India.

DeSimone previously served on the boards of directors of Kinnate Biopharma, Inc.

(acquired by XOMA Corporation in 2024), Oncternal Therapeutics, Inc.

(ceased operations following asset sale in 2025), iTeos Therapeutics, Inc.

(acquired by Concentra Biosciences in 2025) and Affini-T Therapeutics, Inc.

(ceased operations in 2025).

DeSimone also serves as a board member for the Florida Cancer Specialists Foundation and Swim Across America, nonprofit organizations focused on cancer patient support and research.

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DeSimone is qualified to serve on our Board of Directors because of her leadership and extensive business experience in the pharmaceutical industry.

Jeffrey Kindler, J.D.

, has served as a member of our board of directors since January 2026.

Kindler has served as Chief Executive Officer of Centrexion Therapeutics Corp., a private biopharmaceutical company, since October 2013, and as Founding Partner and Co-Chair of the Pioneer Collective, a leadership accelerator for healthcare C-suite executives, since January 2024.

He previously served as Senior Advisor to Blackstone Group, an investment firm, from June 2020 to September 2025, and as Venture Partner at Artis Ventures, a venture investment firm from January 2020 to February 2024.

Kindler previously served as Chairman and Chief Executive Officer of Pfizer Inc.

from 2006 to 2010.

He joined Pfizer in 2002 as Executive Vice President and General Counsel and, prior to his appointment as Chief Executive Officer, served as a Vice Chairman responsible for Pfizer’s corporate affairs.

Prior to Pfizer, Mr.

Kindler served as Executive Vice President and General Counsel at McDonald’s Corporation, President at Partner Brands and Vice President of Litigation and Legal Policy at the General Electric Company.

Kindler is a member of the boards of directors of Perrigo Company plc (NYSE:

PRGO), Precigen, Inc.

PGEN), Terns Pharmaceuticals, Inc.

TERN) and Lupin Limited, a transnational pharmaceutical company.

Kindler previously served on the boards of directors of vTv Therapeutics Inc., PPD, Inc., and SIGA Technologies, Inc.

Kindler received his undergraduate degree from Tufts University and J.D.

from Harvard Law School.

We believe Mr.

Kindler is qualified to serve on our board of directors because of his extensive leadership experience as both an executive and director within the biopharmaceutical industry.

Gregory Norden has served as a member of our Board of Directors since March 2019.

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William Young has served as a member of our Board of Directors since December 2016.

Young is a Senior Advisor with Blackstone Life Sciences, which he joined in November 2018.

Young is an Executive Advisor with Blackstone Life Sciences, which he joined in November 2018.

Prior to its acquisition by Blackstone, Mr.

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and NanoString Technologies, Inc.

Young founded the Young Institute for advanced manufacturing of pharmaceuticals at Purdue University and chairs its advisory counsel.

Young was elected to the National Academy of Engineering in 1993 for his contributions to biotechnology.

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Equity Compensation Plan Information

The following table provides information as of December 31, 2024 regarding shares of common stock that may be issued under our equity compensation plans, consisting of our 2017 Stock Incentive Plan, our 2020 Stock Option and Incentive Plan, our 2020 Employee Stock Purchase Plan and our 2024 Inducement Plan.

The following table provides information as of December 31, 2025 regarding shares of common stock that may be issued under our equity compensation plans, consisting of our 2017 Stock Incentive Plan, or the 2017 Plan, our 2020 Stock Option and Incentive Plan, or the 2020 Plan, our 2020 Employee Stock Purchase Plan, or the ESPP, and our 2024 Inducement Plan, or Inducement Plan.

Plan Category Number of securities to be issued upon exercise of outstanding options, restricted stock units, warrants and rights

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_____________________

(1) The 2020 Stock Option and Incentive Plan provides for an annual increase in the number of securities available for future issuance on each January 1 by an amount equal to 5% of the number of shares of common stock outstanding as of the immediately preceding December 31 or such lesser number of shares as determined by the administrator of such plan.

The 2020 Employee Stock Purchase Plan provides for an annual increase in the number of securities available for future issuance on each January 1 by an amount equal to the lesser of (i) 1% of the number of shares of common stock outstanding as of the immediately preceding December 31, (ii) 327,102 shares of common stock, or (iii) such number of shares of common stock as determined by the administrator of such plan.

(2) Includes 1,799,643 shares of common stock issuable upon the exercise of outstanding options under the 2017 and 2020 Stock Option and Incentive Plans and 216,947 shares subject to restricted stock units that will entitle the holder to one share of common stock for each unit that vests.

(3) The calculation does not take into account the 216,947 shares of common stock subject to outstanding restricted stock units under the 2020 Stock Option and Incentive Plan.

(1) The 2020 Plan provides for an annual increase in the number of securities available for future issuance on each January 1 by an amount equal to 5% of the number of shares of common stock outstanding as of the immediately preceding December 31 or such lesser number of shares as determined by the administrator of such plan.

The ESPP provides for an annual increase in the number of securities available for future issuance on each January 1 by an amount equal to the lesser of (i) 1% of the number of shares of common stock outstanding as of the immediately preceding December 31, (ii) 327,102 shares of common stock, or (iii) such number of shares of common stock as determined by the administrator of such plan.

(2) Includes 174,314 shares of common stock issuable upon the exercise of outstanding options under the 2017 Plan, 1,692,376 shares of common stock issuable upon the exercise of outstanding options under the 2020 Plan and 459,866 shares subject to restricted stock units outstanding under the 2020 Plan that will entitle the holder to one share of common stock for each unit that vests.

(3) The calculation does not take into account the 459,866 shares of common stock subject to outstanding restricted stock units under the 2020 Plan.

Such shares will be issued at the time the restricted stock unit vests, without any cash consideration payable for those shares.

(4) As of December 31, 2024, there were no shares available for grant under the 2017 Stock Incentive Plan, 91,343 shares available for grants under the 2020 Stock Option and Incentive Plan and 109,648 shares available for grants under the 2020 Employee Stock Purchase Plan (of which 7,315 shares were subject to outstanding purchase rights).

(4) As of December 31, 2025, there were no shares available for grant under the 2017 Plan, 473,358 shares available for grants under the 2020 Stock Option and Incentive Plan and 281,180 shares available for grants under the ESPP (of which 4,955 shares were subject to outstanding purchase rights).

(5) The Inducement Plan was adopted in January 2024.

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The material terms of the Inducement Plan are described in Note 10 to the consolidated financial statements included herein.

(6) Includes 9,700 shares of common stock issuable upon the exercise of outstanding options under the 2024 Inducement Plan and 7,526 shares subject to restricted stock units that will entitle the holder to one share of common stock for each unit that vests.

(6) Includes 10,088 shares of common stock issuable upon the exercise of outstanding options under the Inducement Plan and 41,987 shares subject to restricted stock units outstanding under the Inducement Plan that will entitle the holder to one share of common stock for each unit that vests.

(7) The calculation does not take into account the 41,987 shares of common stock subject to outstanding restricted stock units under the Inducement Plan.

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(8) As of December 31, 2024, there were 945,280 shares available for grant under the Inducement Plan.

In January 2025, the number of shares of the Company's common stock reserved for issuance under the 2024 Inducement Plan was increased by 870,000 shares.

The remainder of the information required by this Item 12 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.

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001-39620) filed on March 29, 2024)

Form of Pre-funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No.

001-39620) filed on October 20, 2025 )

Form of Director Indemnification Agreement, as amended (incorporated by reference to Exhibit 10.1 to the Registrant's Registration Statement on Form S-1/A (File No.

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Praxis Precision Medicines, Inc.

2020 Stock Option and Incentive Plan , as amended and restated (incorporated by reference to Exhibit 10.

1 to the Registrant's Current Report on Form 8-K (File No.

2020 Stock Option and Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No.

001-39620) filed on June 6, 2024)

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333-249074) filed on October 9, 2020)

Form of Performance- Based Restr icted Stock Unit Award Agreement for employees under the 2020 Stock Option and Incentive Plan, as amended and restated

Praxis Precision Medicines, Inc.

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001-39620) filed on March 5, 2024)

Amended and Restated Employment Agreement, dated November 29, 2021 , by and between Praxis Precision Medicines, Inc.

and Megan Sniecinski

Employment Agreement Amendment Letter, dated October 11, 2024, by and between Marcio Souza and Praxis Precision Medicines, Inc.

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001-39620) filed on October 15, 2024)

Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10- Q (File No.

001-39620) filed on August 13, 2024 )

Employment Agreement Amendment Letter, dated October 11, 2024, by and between Megan Sniecinski and Praxis Precision Medicines, Inc.

Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 99 .1 to the Registrant's Current Report on Form 8-K /A (File No.

001-39620) filed on February 10, 2026 )

Cooperation and License Agreement, dated September 11, 2019, by and between RogCon Inc.

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Sublease, dated May 27, 2021, by and between CBRE, Inc.

and Praxis Precision Medicines, Inc.

(incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No.

001-39620) filed on June 2, 2021)

and Praxis Precision Medicines, Inc., as amended on September 23, 2025 and further supplemented by a license agreement by and between 99 High Street Owner LLC and Praxis Precision Medicines, Inc.

dated September 25, 2025

Praxis Precision Medicines, Inc.

Insider Trading Policy

Insider Trading Policy (incorporated by reference to Exhibit 19 to the Registrant's Annual Report on Form 10-K (File No.

001-39620) filed on February 28, 2025)

Subsidiaries of the Registrant

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Dean Mitchell

/s/ Stuart Arbuckle Director February 19, 2026

Stuart Arbuckle

/s/ Jeffrey Chodakewitz Director February 19, 2026

4 unchanged sentences

Jill DeSimone

/s/ Jeffrey Kindler Director February 19, 2026

Jeffrey Kindler

/s/ Gregory Norden Director February 19, 2026

3 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