Spero Therapeutics, Inc. 10-Q

Item 5. Other Information. Director and Officer Trading Arrangements None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as such terms are defined in Items 408(a) and 408(c) of Regulation S-K, respectively) during the quarterly period covered by this report. 78 Item 6. Exhibits Exhibit Number Exhibit Description Filed with this Report Incorporated by Reference herein from Form or Schedule Filing Date SEC File / Registration Number 3.1 Amended and Restated Certificate of Incorporation of the Registrant Form 8-K (Exhibit 3.1) 11/6/2017 001-38266 3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant Form 8-K (Exhibit 3.1) 8/18/2021 001-38266 3.3 Amended and Restated Bylaws of the Registrant Form 10-Q (Exhibit 3.1) 11/13/2023 001-38266 10.1# 2017 Stock Incentive Plan, as Amended Form 8-K (Exhibit 10.1) 6/3/2024 001-38266 10.2# Amended and Restated Employment Agreement, dated June 13, 2023, by and between the Registrant and Satyavrat Shukla Form 10-Q (Exhibit 10.3) 8/10/2023 001-38266 10.3# Interim Period Agreement, dated January 10, 2025, by and between the Registrant and Satyavrat Shukla Form 8-K (Exhibit 10.1) 1/10/2025 001-38266 10.4# Retention Letter Agreement, dated November 13, 2024, by and between the Registrant and Satyavrat Shukla Form 10-K (Exhibit 10.12) 3/27/2025 001-38266 10.5# Separation Agreement, dated April 28, 2025, by and between the Registrant and Satyavrat Shukla X 10.6# Separation Agreement, dated July 30, 2024 by and between the Registrant and Kamal Hamed, M.D. Form 10-Q (Exhibit 10.2) 11/14/2024 001-38266 10.7# Employment Agreement, dated January 1, 2020, by and between the Registrant and Timothy Keutzer Form 10-K (Exhibit 10.12) 3/16/2020 001-38266 10.8# Retention Letter Agreement, dated November 13, 2024, by and between the Registrant and Timothy Keutzer Form 10-K (Exhibit 10.19) 3/27/2025 001-38266 10.9# Employment Agreement, dated October 31, 2023 by and between the Registrant and Esther Rajavelu Form 10-Q (Exhibit 10.1) 5/15/2024 001-38266 10.10# Amended and Restated Employment Agreement, dated April 28, 2025, by and between the Registrant and Esther Rajavelu X 10.11# Interim Period Agreement, dated January 10, 2025, by and between the Registrant and Esther Rajavelu Form 8-K (Exhibit 10.2) 1/10/2025 001-38266 10.12# Retention Letter Agreement, dated November 13, 2024, by and between the Registrant and Esther Rajavelu Form 10-K (Exhibit 10.22) 3/27/2025 001-38266 10.13# Consulting Agreement, effective as of August 5, 2024, by and between the Registrant and John C. Pottage, Jr., M.D. Form 10-Q (Exhibit 10.3) 11/14/2024 001-38266 10.14# Amended and Restated Consulting Agreement, effective as of January 29, 2025, by and between the Registrant and John C. Pottage, Jr., M.D. Form 10-K (Exhibit 10.28) 3/27/2025 001-38266 10.15† Amendment 3 to Exclusive License Agreement, dated March 4, 2024, by and between the Registrant and GlaxoSmithKline Intellectual Property (No. 3) Limited Form 10-Q (Exhibit 10.4) 5/15/2024 001-38266 10.16† Amendment 4 to Exclusive License Agreement, dated October 28, 2024, by and between the Registrant and GlaxoSmithKline Intellectual Property (No. 3) Limited Form 10-Q (Exhibit 10.4) 11/14/2024 001-38266 79 19.1 Spero Therapeutics, Inc. Insider Trading Policy, effective as of June 5, 2023 Form 10-K (Exhibit 19.1) 3/27/2025 001-38266 31.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32* Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Principal Executive Officer and Principal Financial Officer X 101.INS 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 Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension 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 (embedded within the Inline XBRL document) X # Management contract or compensatory plan. † Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) is the type that the Registrant treats as private or confidential. * The certification attached as Exhibit 32 that accompanies this Quarterly Report on Form 10-Q is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Spero Therapeutics, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing. 80 SIGNA TURES Pursuant to the requirements 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. SPERO THERAPEUTICS, INC. Date: May 13, 2025 By: /s/ Esther Rajavelu Esther Rajavelu President, Chief Executive Officer, Chief Financial Officer and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) 81