What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-27 · 42 added, 9 removed, 253 unchanged (17% of the section changed)

18 unchanged sentences

Other Information.

Trading Arrangements

During the last fiscal quarter, certain of our officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted written plans for the sale of our securities as set forth in the table below.

Type of Trading Arrangement

Name and Position

Adoption Date

Non-Rule 10b5-1**

Total Shares of Common Stock to be Sold

Expiration Date

Christopher Hall , President & CEO

December 17, 2025

December 31, 2026

Richard Chen , EVP, R&D, Chief Medical Officer

December 23, 2025

March 22, 2027

* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

**Non-Rule 10b5-1 trading arrangement as defined in Item 408(c) of Regulation S-K under the Exchange Act.

Amended and Restated Bylaws

On February 24, 2026, our board of directors amended and restated the Company’s Amended and Restated Bylaws (the “Amended Bylaws”), effective immediately.

Among other changes, the Amended Bylaws:

• Modernize the stockholder proposal procedures and disclosure requirements set forth in Section 5 of the Amended Bylaws, including, without limitation, by adding certain requirements for stockholder nominated directors to furnish information supporting their eligibility to serve, limiting the number of nominees a stockholder may nominate for election, limiting the need to provide information about the other stockholders supporting the proposal to those who are financially supporting such proposal, adding additional disclosure requirements to disclose in a director nomination proposal notice relating to certain extrinsic arrangements and requiring stockholder (or a qualified representative of the stockholder) appearance at the annual or special meeting of stockholders of the Company to present a nomination or proposed business advanced by such stockholder;

• Clarify that certain updates to a previously submitted stockholder proposal, including, without limitation, change or addition of nominees, matters, business and/or resolutions to be brought before the meeting, will not be permitted as updates and will instead constitute a new proposal and be subject to the stockholder proposal procedures and disclosure requirements set forth in Section 5 of the Amended Bylaws;

• Simplify the description of the voting standards for the election of directors and other proposals at stockholder meetings in Section 8 of the Amended Bylaws;

• Conform the notice provisions throughout the Amended Bylaws to the requirements of Section 232 of the General Corporation Law of the State of Delaware (the “DGCL”);

• Conform Section 12 of the Amended Bylaws concerning the list of stockholders in connection with stockholder meetings with the requirements of Section 219 of the DGCL.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended Bylaws, which are filed as Exhibit 3.2 to this Annual Report on Form 10-K.

Discl osure Regarding Foreign Jurisdictions that Prevent Inspections.

1 unchanged sentence

Directors, Executive Off icers and Corporate Governance.

Except for the principal occupation, business experience, and education of each of our executive officers and directors set forth further below, the information required by this Item is set forth under the headings “Executive Officers,” “Security Ownership of Certain Beneficial Owners and Management,” “Delinquent Section 16(a) Reports,” “Corporate Governance and Board of Directors Matters,” and “Proposal No.

Except for the principal occupation, business experience, and education of each of our executive officers and directors set forth further below, the information required by this Item is set forth under the headings “Executive Officers,” “Security Ownership of Certain Beneficial Owners and Management,” “Corporate Governance and Board of Directors Matters,” and “Proposal No.

1 Election of Directors—Information About Our Continuing Directors” in the Company’s 2026 Proxy Statement to be filed with the SEC within 120 days after December 31, 2025 in connection with the solicitation of proxies for the Company’s 2026 annual meeting of stockholders, and is incorporated herein by reference.

118 unchanged sentences

Executiv e Compensation.

The information required by this Item is set forth under the headings “Director Compensation,” “Executive Compensation,” and “Compensation Committee Interlocks and Insider Participation” in the Company’s 2025 Proxy Statement to be filed with the SEC within 120 days after December 31, 2024, and is incorporated herein by reference.

The information required by this Item is set forth under the headings “Director Compensation,” and “Executive Compensation” in the Company’s 2026 Proxy Statement to be filed with the SEC within 120 days after December 31, 2025, and is incorporated herein by reference.

Security Ownership of Certain Beneficial Own ers and Management and Related Stockholder Matters.

35 unchanged sentences

Amended and Restated Non-Employee Director Compensation Policy, dated February 27, 2024

Amended and Restated Employment Agreement dated March 7, 2023, between the Company and Aaron Tachibana.

Amended and Restated Offer Letter, dated March 7, 2023, between the Company and Christopher Hall.

Amended and Restated Employment Agreement dated March 8, 2023, between the Company and Richard Chen.

Second Amended and Restated Executive Severance Agreement, dated September 25, 2023, between the Company and Christopher Hall.

Third Amended and Restated Executive Severance Agreement, dated September 25, 2023, between the Company and Aaron Tachibana.

Third Amended and Restated Executive Severance Agreement, dated September 25, 2023, between the Company and Richard Chen.

Second Amended and Restated Executive Severance Agreement, dated September 18, 2023, between the Company and Stephen Moore.

Amended and Restated Employment Agreement dated March 7, 2023, between the Registrant and Aaron Tachibana.

Amended and Restated Offer Letter, dated March 7, 2023, between the Registrant and Christopher Hall.

Amended and Restated Employment Agreement dated March 8, 2023, between the Registrant and Richard Chen.

Second Amended and Restated Executive Severance Agreement, dated September 25, 2023, between the Registrant and Christopher Hall.

Third Amended and Restated Executive Severance Agreement, dated September 25, 2023, between the Registrant and Aaron Tachibana.

Third Amended and Restated Executive Severance Agreement, dated September 25, 2023, between the Registrant and Richard Chen.

Second Amended and Restated Executive Severance Agreement, dated September 18, 2023, between the Registrant and Stephen Moore.

Commercialization and Reference Laboratory Agreement, between the Registrant and Tempus AI, Inc., dated November 25, 2023.

16 unchanged sentences

Department of Veterans Affairs and the Registrant, dated September 30, 2022.

Amendment No.

4 to the Commercialization and Reference Laboratory Agreement, dated July 8, 2025, by and between the Registrant and Tempus AI, Inc.

Amendment No.

5 to the Commercialization and Reference Laboratory Agreement, dated September 11, 2025, by and between the Registrant and Tempus AI, Inc.

Amended and Restated At-the-Market Sales Agreement, dated December 27, 2024, by and among the Registrant, Piper Sandler & Co.

and BTIG, LLC.

Settlement and License Agreement, between the Registrant.

and Foresight Diagnostics, Inc., dated June 21, 2024.

Insider Trading Policy.

55 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