4 unchanged sentences
The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
−Removed: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act 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.
+Added: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our
+Added: principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
5 unchanged sentences
Attestation Report of Registered Public Accounting Firm
−Removed: This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm.
−Removed: For as long as we remain an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, we intend to take advantage of the exemption permitting us not to comply with the requirement that our independent registered public accounting firm provide an attestation on the effectiveness of our internal control over financial reporting.
+Added: As a smaller reporting company and non-accelerated filer, as defined in the Exchange Act, we are exempt from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002.
+Added: As a result, our independent registered public accounting firm has not audited or issued an attestation report with respect to the effectiveness of our internal control over financial reporting as of December 31, 2025.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during fourth quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Other Information
3 unchanged sentences
Directors, Executive Officers and Corporate Governance
−Removed: Except as provided below, the information required by this item is incorporated herein by reference to our Proxy Statement relating to our 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”), which we expect to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K, including under the
−Removed: headings “Information Regarding Director Nominees and Continuing Directors,” “Corporate Governance,” “Insider Trading Policy,” “Executive Officers,” and, as applicable, “Delinquent Section 16(a) Reports.”
+Added: Except as provided below, the information required by this item is incorporated herein by reference to our Proxy Statement relating to our 2026 Annual Meeting of Stockholders (the “2026 Proxy Statement”), which we expect to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K, including under the headings “Information Regarding Director Nominees and Continuing Directors,” “Corporate Governance,” “Insider Trading Policy,” “Executive Officers,” and, as applicable, “Delinquent Section 16(a) Reports.”
We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
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333-248918)).
−Removed: 4.2 Second Amended and Restated Investors’ Rights Agreement, dated as of June 12, 2020, by and among Shattuck Labs, Inc.
−Removed: and certain of its stockholders (incorporated by reference from Exhibit 4.2 of the Company’s Registration Statement on Form S-1 filed on September 18, 2020 (Commission File No.
−Removed: 333-248918)).
4.2 Description of Securities (incorporated by reference from Exhibit 4.3 of the Company’s Annual Report on Form 10-K filed on March 16, 2021 (Commission File No.:
4.3 Form of Pre-Funded Warrant (incorporated by reference from Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on December 22, 2023 (Commission File No.
−Removed: 10.1+ Form of Indemnification Agreement for directors and executive officers (incorporated by reference from Exhibit 10.1 of the Company’s Amendment No.
−Removed: 1 to Registration Statement on Form S-1 filed on October 5, 2020 (Commission File No.
001-39593)) .
+Added: 4.4 Form of Pre-Funded Warrant (incorporated by reference from Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on August 5, 2025 (Commission File No.
+Added: 4.5 Form of Common Warrant (incorporated by reference from Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on August 5, 2025 (Commission File No.
+Added: Form of Indemnification Agreement for directors and executive officers .
Employment Agreement, dated December 5, 2019, by and between Shattuck Labs, Inc.
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and Abhinav Shukla (incorporated by reference from Exhibit 10.11 of the Company’s Annual Report on Form 10-K filed on February 29, 2024 (Commission File No.
+Added: 001-39593)) .
2020 Equity Incentive Plan (incorporated by reference from Exhibit 10.9 of the Company’s Amendment No.
5 unchanged sentences
Form of Stock Option Grant Notice and Stock Option Agreement for Executives under the 2020 Employment Incentive Plan (incorporated by reference from Exhibit 10.14 of the Company’s Annual Report on Form 10-K filed on February 29, 2024 (Commission File No.
+Added: 001-39593)) .
Form of Stock Option Grant Notice and Stock Option Agreement for Board of Directors under the 2020 Employment Incentive Plan (incorporated by reference from Exhibit 10.15 of the Company’s Annual Report on Form 10-K filed on February 29, 2024 (Commission File No.
+Added: 001-39593)) .
Form of Restricted Stock Unit Grant Notice and Stock Option Agreement under the 2020 Employment Incentive Plan (incorporated by reference from Exhibit 10.16 of the Company’s Annual Report on Form 10-K filed on February 29, 2024 (Commission File No.
−Removed: Non-Employee Director Compensation Policy, as Amended
+Added: 001-39593)) .
+Added: Non-Employee Director Compensation Policy, as amended on February 10, 2026 .
10.18 Lease Agreement, dated April 17, 2018, between Shattuck Labs, Inc.
4 unchanged sentences
incorporated by reference from Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed on March 16, 2021 (Commission File No.
−Removed: 10.20 Sales Agreement, dated July 29, 2022, between Shattuck Labs, Inc.
−Removed: and SVB Securities LLC (incorporated by reference from Exhibit 10.1 of Shattuck’s Current Report on Form 8-K filed on July 29, 2022 (Commission File No.
−Removed: 10.21 Clinical Trial and Collaboration and Supply Agreement dated February 4, 2022 by and between Shattuck Labs, Inc, and Immunogen (incorporated by reference from Exhibit 10.25 of Shattuck’s Annual Report on Form 10-K filed on February, 2023 (Commission File No.
−Removed: 10.22 Securities Purchase Agreement, dated December 21, 2023, by and between Shattuck Labs, Inc.
−Removed: and each purchaser identified on Annex A thereto (incorporated by reference from Exhibit 10.1 of Shattuck’s Current Report on Form 8-K filed on December 22, 2023 (Commission File No.
+Added: 001-39593)) .
+Added: 10.20 Sales Agreement, dated January 22, 2026, between Shattuck Labs, Inc.
+Added: and Leerink Partners LLC (incorporated by reference from Exhibit 1.1 of Shattuck’s Current Report on Form 8-K filed on January 22, 2026 (Commission File No.
10.21 Registration Rights Agreement, dated December 21, 2023, by and between Shattuck Labs, Inc.
and the several purchasers signatory thereto (incorporated by reference from Exhibit 10.2 of Shattuck’s Current Report on Form 8-K filed on December 22, 2023 (Commission File No.
−Removed: 10.24 Master Services Agreement, dated November 18, 2024, by and between S hattuck Labs, Inc and Kemwell Biopharma Private, Ltd.
−Removed: I nsider Trading Policy
+Added: 001-39593)) .
+Added: 10.22 Master Services Agreement, dated November 18, 2024, by and between Shattuck Labs, Inc and Kemwell Biopharma Private, Ltd.
+Added: Insider Trading Policy as amended on November 5 , 2025 .
23.1* Consent of Independent Registered Public Accounting Firm.
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Incentive Compensation Clawback Policy (incorporated by reference from Exhibit 97.1 of the Company’s Annual Report on Form 10-K filed on February 29, 2024 (Commission File No.
+Added: 001-39593)) .
101.INS* XBRL Instance Document
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Director March 5, 2026
−Removed: Carrie Brownstein Director March 27, 2025
−Removed: Carrie Brownstein
−Removed: /s/ Michael Lee
+Added: /s/ Mona Ashiya
Director March 5, 2026
−Removed: /s/ Tyler Brous
+Added: /s/ Dan Baker
Director March 5, 2026
March 5, 2026
−Removed: March 27, 2025
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.