22 unchanged sentences
Based on our assessment, our management has concluded that, as of December 31, 2025, our internal control over financial reporting is effective based on those criteria.
−Removed: The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included in this Item 9A of this Annual Report on Form 10-K.
+Added: This Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.
+Added: Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
−Removed: Report of Independent Registered Public Accounting Firm
−Removed: To the Stockholders and the Board of Directors of Sutro Biopharma, Inc.
−Removed: Opinion on Internal Control Over Financial Reporting
−Removed: We have audited Sutro Biopharma, Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
−Removed: In our opinion, Sutro Biopharma, Inc.
−Removed: (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the balance sheets of the Company as of December 31, 2024 and 2023, the related statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated March 13, 2025 expressed an unqualified opinion thereon.
−Removed: Basis for Opinion
−Removed: The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.
−Removed: Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
−Removed: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
−Removed: Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: Definition and Limitations of Internal Control Over Financial Reporting
−Removed: A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
−Removed: A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
−Removed: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
−Removed: and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
−Removed: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: /s/ Ernst & Young LLP
−Removed: San Mateo, California
−Removed: March 13, 2025
Other Information
19 unchanged sentences
Exhibit Description
−Removed: Amended and Restated Certificate of Incorporation of Sutro Biopharma, Inc.
+Added: Amended and Restated Certificate of
+Added: Incorporation of Sutro Biopharma, Inc., as
Amended and Restated Bylaws of Sutro Biopharma, Inc.
7 unchanged sentences
Amended Form of Performance Stock Unit Agreement under the 2018 Equity Incentive Plan.
−Removed: 2018 Employee Stock Purchase Plan and form of award agreements thereunder .
2004 Stock Plan, as amended, and forms of award agreements.
2 unchanged sentences
Newell, as amended.
−Removed: Offer Letter, dated December 11, 2012, by and between the Registrant and Edward C.
+Added: Offer Letter, dated August 28, 2013, by and between the Registrant and Hans-Peter Gerber.
+Added: Offer Letter, dated May 22, 2025, by and between the Registrant and Gregory Chow.
Standard Industrial/Commercial Multi-Tenant Lease-Net, dated May 18, 2011, by and between the Registrant and Lydia Tseng and/or Alemany Plaza LLC, as amended.
4 unchanged sentences
Second Amendment to the Exclusive Patent License and Research Collaboration Agreement .
−Removed: License Agreement, dated December 24, 2021, by and between the Registrant and Tasly Biopharmaceuticals Co., Ltd.
−Removed: First Amendment to the Tasly License Agreement dated April 18, 2022.
License and Collaboration Agreement, dated June 27, 2022, by and between the Registrant and Astellas Pharma Inc.
−Removed: Offer Letter, dated May 23, 2021, by and between the Registrant and Jane Chung.
+Added: Offer Letter, dated May 23, 2021, by and between the Registrant and Jane Chung, as amended.
Amended and Restated 2021 Equity Inducement Plan and forms of award agreements thereunder.
3 unchanged sentences
Manufacturing Rights Agreement between the Registrant and Vaxcyte, Inc.
−Removed: Exclusive License Agreement between the Registrant and Ipsen Pharma SAS.
Amended 2018 Employee Stock Purchase Plan
27 unchanged sentences
March 23, 2026
−Removed: /s/ William J.
+Added: /s/ Jane Chung
Chief Executive Officer
March 23, 2026
−Removed: /s/ Edward C.
+Added: /s/ Gregory Chow
Chief Financial Officer
POWER OF ATTORNEY
−Removed: Each person whose individual signature appears below hereby authorizes and appoints William J.
−Removed: Newell and Edward C.
−Removed: Albini and each of them, with full power of substitution and resubstitution, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorney-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.
+Added: Each person whose individual signature appears below hereby authorizes and appoints Jane Chung and Gregory Chow and each of them, with full power of substitution and resubstitution, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorney-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.
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.
−Removed: /s/ William J.
−Removed: President, Chief Executive Officer and Director
+Added: /s/ Jane Chung
+Added: Chief Executive Officer and Director
March 23, 2026
(Principal Executive Officer)
−Removed: /s/ Edward C.
−Removed: Chief Financial Officer and Corporate Secretary
+Added: /s/ Gregory Chow
+Added: Chief Financial Officer
March 23, 2026
3 unchanged sentences
Michael Dybbs, Ph.D.
−Removed: March 13, 2025
/s/ Heidi Hunter
15 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.