Shattuck Labs, Inc. 10-K

Item 8. Financial Statements and Supplementary Data SHATTUCK LABS, INC. INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm 62 Balance Sheets as of December 31, 2025 and 2024 63 Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025 and 2024 64 Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024 65 Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 66 Notes to Financial Statements 67 61 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Shattuck Labs, Inc.: Opinion on the Financial Statements We have audited the accompanying balance sheets of Shattuck Labs, Inc. (the Company) as of December 31, 2025 and 2024, the related statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ KPMG LLP We have served as the Company’s auditor since 2018. Austin, Texas March 5, 2026 62 SHATTUCK LABS, INC. BALANCE SHEETS (In thousands, except share and per share amounts) December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 54,192 $ 57,387 Investments 23,873 15,600 Prepaid expenses and other current assets 4,410 6,228 Total current assets 82,475 79,215 Property and equipment, net 6,114 9,812 Investment in related party 1,000 — Other assets 1,437 2,022 Total assets $ 91,026 $ 91,049 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 2,101 $ 2,419 Accrued expenses and other current liabilities 4,951 6,498 Total current liabilities 7,052 8,917 Non-current operating lease liabilities 1,584 2,506 Total liabilities 8,636 11,423 Commitments and contingencies (Note 7) Stockholders’ equity: Common stock, $ 0.0001 par value: 300,000,000 shares authorized, 63,279,843 shares issued and outstanding at December 31, 2025 and 47,714,708 shares issued and outstanding at December 31, 2024 7 5 Additional paid-in capital 512,906 461,339 Accumulated other comprehensive income 6 2 Accumulated deficit ( 430,529 ) ( 381,720 ) Total stockholders’ equity 82,390 79,626 Total liabilities and stockholders’ equity $ 91,026 $ 91,049 See accompanying notes to financial statements 63 SHATTUCK LABS, INC. STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (In thousands, except share and per share amounts) Year Ended December 31, 2025 2024 Related party license revenue $ 1,000 $ — Collaboration revenue — 5,721 Total revenue 1,000 5,721 Operating expenses: Research and development 35,273 67,211 General and administrative 17,235 19,077 Expense from operations 52,508 86,288 Loss from operations ( 51,508 ) ( 80,567 ) Other income (expense): Interest income 2,703 5,174 Other expense ( 4 ) ( 17 ) Total other income 2,699 5,157 Net loss $ ( 48,809 ) $ ( 75,410 ) Unrealized gain (loss) on investments 4 ( 2 ) Comprehensive loss $ ( 48,805 ) $ ( 75,412 ) Net loss per share – basic and diluted $ ( 0.70 ) $ ( 1.49 ) Weighted-average shares outstanding – basic and diluted 69,584,937 50,758,290 See accompanying notes to financial statements 64 SHATTUCK LABS, INC. STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (In thousands, except share amounts) Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Gain (Loss) Accumulated Deficit Total Stockholders’ Equity Shares Amount Balance at December 31, 2023 47,260,108 $ 5 $ 451,006 $ 4 $ ( 306,310 ) $ 144,705 Exercise of stock options and purchases pursuant to employee stock purchase plan 336,005 — 1,255 — — 1,255 Issuance of common stock upon settlement of restricted stock units 164,153 — — — — — Taxes paid related to net share settlement of restricted stock units ( 45,558 ) — ( 451 ) — — ( 451 ) Stock-based compensation expense — — 9,546 — — 9,546 Proceeds from sale of common stock — — ( 17 ) — — ( 17 ) Unrealized loss on investments — — — ( 2 ) — ( 2 ) Net loss — — — — ( 75,410 ) ( 75,410 ) Balance at December 31, 2024 47,714,708 $ 5 $ 461,339 $ 2 $ ( 381,720 ) $ 79,626 Exercise of stock options and purchases pursuant to employee stock purchase plan 30,275 — 25 — — 25 Issuance of common stock upon settlement of restricted stock units 236,051 — — — — — Taxes paid related to net share settlement of restricted stock units ( 54,403 ) — ( 65 ) — — ( 65 ) Stock-based compensation expense — — 6,995 — — 6,995 Proceeds from sale of common stock, pre-funded warrants and common stock warrants, net of offering costs 15,225,158 2 44,473 — — 44,475 Exercise of common stock warrants 128,054 — 139 — — 139 Unrealized gain on investments — — — 4 — 4 Net loss — — — — ( 48,809 ) ( 48,809 ) Balance at December 31, 2025 63,279,843 $ 7 $ 512,906 $ 6 $ ( 430,529 ) $ 82,390 See accompanying notes to financial statements 65 SHATTUCK LABS, INC. STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 48,809 ) $ ( 75,410 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 6,995 9,546 Depreciation 3,688 3,829 Non-cash operating lease expense 506 428 Impairment loss of fixed assets 81 222 Non-cash license revenue ( 1,000 ) — Net amortization of investments ( 453 ) ( 2,151 ) Gain on lease modification ( 105 ) — Changes in operating assets and liabilities: Prepaid expenses and other current assets 1,818 6,367 Other assets 79 90 Accounts payable ( 318 ) 832 Accrued expenses and other current liabilities ( 1,442 ) ( 3,368 ) Non-current operating lease liabilities ( 922 ) ( 900 ) Net cash used in operating activities ( 39,882 ) ( 60,515 ) Cash flows from investing activities: Sales and maturities of investments 35,600 85,100 Purchases of investments ( 43,416 ) ( 93,552 ) Purchase of property and equipment ( 71 ) ( 59 ) Net cash used in investing activities ( 7,887 ) ( 8,511 ) Cash flows from financing activities: Proceeds from sale of common stock, pre-funded warrants and common stock warrants, net of offering costs 44,475 ( 17 ) Proceeds from the exercise of common stock warrants 139 — Proceeds from the exercises of stock options and purchases pursuant to employee stock purchase plan 25 1,255 Taxes paid related to net share settlement of equity awards ( 65 ) ( 451 ) Net cash provided by financing activities 44,574 787 Decrease in cash and cash equivalents ( 3,195 ) ( 68,239 ) Cash and cash equivalents, beginning of period 57,387 125,626 Cash and cash equivalents, end of period $ 54,192 $ 57,387 See accompanying notes to financial statements 66 SHATTUCK LABS, INC. NOTES TO FINANCIAL STATEMENTS 1. Organization and Description of Business Shattuck Labs, Inc. (the “Company”) was incorporated in 2016 in the State of Delaware and is a biotechnology company specializing in the development of potential treatments for inflammatory and immune-mediated diseases. Shattuck is developing a potentially first-in-class antibody for the treatment of inflammatory bowel disease and other inflammatory and immune-mediated diseases. Shattuck’s expertise in protein engineering and the development of novel tumor necrosis factor receptor agonist and antagonist therapeutics come together in its lead program, SL-325, which it believes could be a first-in-class death receptor 3 ("DR3") antagonist antibody designed to achieve best-in-class clinical remission rates due to a more complete and durable blockade of the clinically validated TL1A/DR3 pathway. Liquidity The Company has incurred losses and negative cash flows from operations since inception and has an accumulated deficit of $ 430.5 million as of December 31, 2025. The Company anticipates incurring additional losses and negative cash flows from operations until such time, if ever, that it can generate significant sales of its product candidates currently in development, and is highly dependent on its ability to find additional sources of funding in the form of licensing of its technology, collaboration agreements, and/or public and private debt and equity financings. Adequate additional funding may not be available to the Company on acceptable terms, or at all. The failure to raise funds as and when needed could have a negative impact on the Company’s financial condition and ability to pursue its clinical operations, research and development and commercialization of its product candidates. Management believes that the Company’s cash and cash equivalents and short-term investments of $ 78.1 million as of December 31, 2025 are sufficient to fund projected operations of the Company for at least the next twelve months following the date these financial statements are issued. Global Economic Considerations The global macroeconomic environment is uncertain and could be negatively affected by, among other things, inflation, slower growth or recession, changes in trade policies, including tariffs or other trade restrictions or the threat of such actions, instability, or volatility in the global capital and credit markets, supply chain weaknesses, financial institution instability, changes to fiscal and monetary policy or government budget dynamics, and instability in the geopolitical environment. Such challenges have caused, and may continue to cause, recession fears, high interest rates, foreign exchange volatility, and inflationary pressures. At this time, the Company is unable to quantify the potential effects of this economic instability on its future operations. 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, revenue recognition, the accrual of research and development expenses, and the valuation of stock-based awards. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates, if any, are recorded in the period in which they become known and actual results could differ from management’s estimates. Fair Value of Financial Instruments Fair value is defined as the price that would be received upon the sale of an asset or paid upon the transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. Fair value measurements are classified and disclosed in one of the following categories: • Level 1: Observable inputs such as quoted prices in active markets for identical assets the reporting entity has the ability to access as of the measurement date; • Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and • Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. 67 Fair value measurements are classified based on the lowest level of input that is significant to the measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, which may affect the valuation of the assets and liabilities and their placement within the fair value hierarchy levels. The determination of the fair values takes into account the market for its financial assets and liabilities, the associated credit risk and other factors as required. The Company considers active markets as those in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Management believes that the carrying amounts of the Company’s financial instruments, including short-term investments and accounts payable, approximate fair value due to the short-term nature of those instruments. Concentration of Risk Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash, cash equivalents and short-term investments. The Company maintains its cash and cash equivalents at an accredited financial institution in amounts that exceed federally-insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company’s short term investments consists of U.S. Treasury securities that management believes protects the Company from risk of default and impairment of value. All of the Company's revenue in 2025 was derived from a license agreement with Kayak Therapeutics, Inc. ("Kayak"). All of the Company’s revenue in 2024 was derived from collaborations with Ono Pharmaceutical Co., Ltd. (“Ono”) and ImmunoGen, Inc. (“ImmunoGen”) (acquired by AbbVie in February 2024). All services required pursuant to each collaboration agreement were completed by December 31, 2024. The Company is highly dependent on a limited number of contract development and manufacturing organizations (“CDMOs”) to supply drug products for its research and development activities of its programs, including nonclinical studies. The Company is highly dependent on a single CDMO for the supply of cGMP drug product for its clinical trials. These programs could be adversely affected by a significant interruption in the supply of such drug products. The Company is highly dependent on a limited number of contract research organizations (“CROs”) and third-party service providers to manage and support its clinical trials. These programs could be adversely affected by a significant disruption in services provided by these CROs and third parties. Cash and Cash Equivalents The Company considers all demand deposits with financial institutions and all highly liquid investments with original maturities of 90 days or less at the date of purchase to be cash and cash equivalents. Cash and cash equivalents consisted of $ 1.9 million held in operating accounts and $ 52.3 million held in money market funds as of December 31, 2025 and $ 2.2 million held in operating accounts, and $ 55.2 million held in money market funds as of December 31, 2024. Investments The Company's short-term investments consist of highly-rated U.S. Treasury securities and have been classified as available-for-sale and are carried at estimated fair value as determined based upon quoted market prices. Management determines the appropriate classification of its investment securities at the time of purchase. The Company may hold securities with stated maturities greater than one year. All available-for-sale securities are considered available to support current operations and are classified as current assets. Credit impairments for available-for-sale securities are recorded through an allowance rather than a direct write-down of the security and are recorded through a charge to the statements of operations and comprehensive loss. Unrealized gains or losses not related to credit impairments are recorded in accumulated other comprehensive income, a component of stockholders’ equity, until realized. The Company reviews available-for-sale debt securities for impairments related to credit losses and other factors each quarter. The Company has a long-term investment in preferred stock of a privately held company. The investment is accounted for under ASC 321, Investments in Equity Securities and is classified as a long-term asset in the accompanying balance sheet as it is not expected to be liquidated within one year. For investments that do not have a readily determinable fair value, the Company applies the measurement alternative, whereby the investment is carried at cost, adjusted for observable price changes in orderly transactions for identical or similar securities of the same issuer and impairment losses, if any. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets include prepaid expenses for general business purposes and services used in research projects, which are stated at cost and amortized on a straight-line basis over the related period of benefit. Supplies and materials that have multiple applications for alternative future use are expensed as they are consumed. 68 Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of the asset. Expenditures for repairs and maintenance that do not extend the estimated useful life or improve an asset are expensed as incurred. Upon retirement or sale, the cost and related accumulated depreciation and amortization of assets disposed of are removed from the accounts, and any resulting gain or loss is included in the statement of operations and comprehensive loss. Depreciation periods are as follows: Office equipment 3 years Furniture and fixtures 5 to 10 years Lab equipment 5 years Leasehold improvements Shorter of lease term or 15 years Impairment of Long-Lived Assets Long-lived assets are reviewed for indications of possible impairment whenever events or changes in circumstance indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amounts to the future undiscounted cash flows attributable to these assets. An impairment loss is recognized to the extent an asset group is not recoverable and the carrying amount exceeds the projected discounted future cash flows arising from these assets. In the years ended December 31, 2025 and 2024, the Company recorded $ 0.1 million and $ 0.2 million, respectively, of impairment losses related to lab equipment that was determined to no longer be needed, which is included in the Company's research and development costs. Leases The Company determines if an arrangement is a lease at inception. Right-of-use (“ROU”) assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The classification of the Company's leases as operating or finance leases, along with the initial measurement and recognition of the associated ROU assets and lease liabilities, are performed at the lease commencement date. The measurement of lease liabilities is based on the present value of future lease payments over the lease term. As the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The ROU asset is based on the measurement of the lease liability and also includes any lease payments made prior to or on lease commencement and excludes lease incentives and initial direct costs incurred, as applicable. The lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise any such options. Rent expense for the Company's operating leases is recognized on a straight-line basis over the lease term. Operating lease ROU assets and long-term operating lease liabilities are presented separately and operating lease liabilities payable in the next 12 months are recorded in accrued expenses and other current liabilities. The Company has elected to not apply the recognition requirement of Accounting Standards Codification (“ASC”) 842, Leases of the Financial Accounting Standards Board (“FASB”) to leases with a term of 12 months or less for all classes of assets. In September 2025, the Company entered into an amendment to its existing office lease agreement to reduce the leased office space. The modification did not result in any other significant changes to the terms of the lease agreement, including lease payments or the lease term associated with the remaining space. In accordance with ASC 842, Leases , the Company accounted for the reduction in leased space as a partial termination of the existing lease. As a result, the Company reduced the carrying amounts of both the related ROU asset and lease liability to reflect the decrease in the lease scope, based on the proportionate reduction in the leased area. The partial termination resulted in the recognition of a gain of approximately $ 0.1 million, which represents the difference between the reduction in the lease liability and the proportionate reduction in the carrying amount of the ROU asset. The gain was recognized in general and administrative expenses in the accompanying statement of operations for the year ended December 31, 2025. Following the modification, the remaining ROU asset and lease liability continue to be amortized over the remaining lease term, and the Company continues to account for the lease in accordance with ASC 842, Leases . Commitments and Contingencies The Company follows ASC 450-20, Contingencies to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of 69 any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Revenue Recognition Collaboration revenue is recognized in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Arrangements with collaborators may include licenses to intellectual property, research and development services, manufacturing services for clinical and commercial supply and participation on joint steering committees. The Company evaluates the promised goods or services in the contract to determine which promises, or group of promises, represent performance obligations. In contemplation of whether a promised good or service meets the criteria required of a performance obligation, the Company considers the stage of development of the underlying intellectual property, the capabilities and expertise of the customer relative to the underlying intellectual property and whether the promised goods or services are integral to or dependent on other promises in the contract. When accounting for an arrangement that contains multiple performance obligations, the Company must develop judgmental assumptions, which may include market conditions, reimbursement rates for personnel costs, development timelines and probabilities of regulatory success to determine the stand-alone selling price for each performance obligation identified in the contract. Upon the amendment of an existing agreement, the Company evaluates whether the amendment represents a modification to an existing contract that would be recorded through a cumulative catch-up to revenue, prospective modification, or a separate contract. If it is determined that it is a separate contract, the Company will evaluate the necessary revenue recognition through the five-step process described below. When the Company concludes that a contract should be accounted for as a combined performance obligation and recognized over time, the Company must then determine the period over which revenue should be recognized and the method by which to measure revenue. The Company generally recognizes revenue using a cost-based input method. The Company recognizes collaboration revenue in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services when its customer or collaborator obtains control of promised goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the following five steps are performed: i. identify the contract(s) with a customer; ii. identify the performance obligations in the contract; iii. determine the transaction price; iv. allocate the transaction price to the performance obligations within the contract; and v. recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it determines that it is probable it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within the contract to determine whether each promised good or service is a performance obligation. The promised goods or services in the Company’s arrangements may consist of a license of, or options to license, the Company’s intellectual property and research, development and manufacturing services. The Company may provide options to additional items in such arrangements, which are accounted for as separate contracts when the customer elects to exercise such options, unless the option provides a material right to the customer. Performance obligations are promises in a contract to transfer a distinct good or service to the customer that (i) the customer can benefit from on its own or together with other readily available resources and (ii) are separately identifiable from other promises in the contract. Goods or services that are not individually distinct performance obligations are combined with other promised goods or services until such combined group of promises meet the requirements of a performance obligation. The Company determines transaction price based on the amount of consideration the Company expects to receive for transferring the promised goods or services in the contract. Consideration may be fixed, variable or a combination of both. At 70 contract inception for arrangements that include variable consideration, the Company estimates the probability and extent of consideration it expects to receive under the contract utilizing either the most-likely amount method or expected amount method, whichever best estimates the amount expected to be received. The Company then considers any constraints on the variable consideration and includes variable consideration in the transaction price to the extent it is deemed probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company then allocates the transaction price to each performance obligation based on the relative standalone selling price and recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) control is transferred to the customer and the performance obligation is satisfied. For performance obligations that consist of licenses and other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. The Company records amounts as accounts receivable when the right to consideration is deemed unconditional. When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded as deferred revenue. Amounts received prior to satisfying the revenue recognition criteria are recognized as deferred revenue in the Company’s accompanying balance sheet. Deferred revenues expected to be recognized as revenue within the 12 months following the balance sheet date are classified as a current liability. Deferred revenues not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as non-current liabilities. The Company’s collaboration revenue arrangements may include the following: Up-front License Fees: If a license is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from nonrefundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone Payments: At the inception of an agreement that includes research and development milestone payments, the Company evaluates each milestone to determine when and how much of the milestone to include in the transaction price. The Company first estimates the amount of the milestone payment that the Company could receive using either the expected value or the most-likely amount approach. The Company primarily uses the most-likely amount approach as that approach is generally most predictive for milestone payments with a binary outcome. The Company then considers whether any portion of that estimated amount is subject to the variable consideration constraint (that is, whether it is probable that a significant reversal of cumulative revenue would not occur upon resolution of the uncertainty). The Company updates the estimate of variable consideration included in the transaction price at each reporting date which includes updating the assessment of the likely amount of consideration and the application of the constraint to reflect current facts and circumstances. Royalties: For arrangements that include sales-based royalties, including milestone payments based on a level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company will recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Research and Development Services: The Company will record costs associated with development and process optimization activities as research and development expenses in the statements of operations and comprehensive loss consistent with ASC 730, Research and Development. The Company considered the guidance in ASC 808, Collaborative Arrangements (“ASC 808”) and will recognize the payments received from these agreements as revenue when the related costs are incurred. License Revenue: License revenue is generated from granting third parties rights to certain of the Company’s intellectual property, including research, development, and commercialization of specified product candidates. The Company evaluates each licensing arrangement to determine whether the license is distinct from other promised goods or services and whether the arrangement includes multiple performance obligations. If an arrangement includes multiple performance obligations, the transaction price is allocated to each performance obligation based on relative standalone selling prices. Upfront payments, including nonrefundable license fees, are recognized as revenue when the underlying performance obligation is satisfied. Milestone payments that are contingent on the occurrence of a future event are included in the transaction price only when it is 71 probable that a significant reversal of cumulative revenue will not occur. Sales-based royalties, including milestone payments based on a level of sales, are recognized as revenue when the subsequent sales occur. The Company may also enter into arrangements that include non-cash consideration, such as equity instruments. In such cases, the Company measures the transaction price at the estimated fair value of the non-cash consideration received at contract inception and recognizes revenue when the performance obligation is satisfied. Research and Development Costs Research and development costs are expensed as incurred, and include salaries, stock-based compensation and other personnel-related costs, equipment and supplies, depreciation, nonclinical studies, clinical trials and manufacturing development activities. A substantial portion of the Company’s ongoing research and development activities are conducted by third-party service providers, including CROs and CDMOs. The Company accrues for expenses resulting from obligations under agreements with CROs, CDMOs and other outside service providers for which payment flows do not match the periods over which materials or services are provided to the Company. Accruals are recorded based on estimates of services received and efforts expended pursuant to agreements established with CROs, CDMOs and other outside service providers. These estimates are typically based on contracted amounts applied to the proportion of work performed and determined through an evaluation of the progress or stage of completion of the services. In the event advance payments are made to a CRO, CDMO or outside service provider, the payments will be recorded as a prepaid asset which will be amortized as the contracted services are performed. As actual costs become known, the Company adjusts its accruals and prepaid assets accordingly. Inputs, such as the services performed, the number of patients enrolled or the study duration, may vary from the Company’s estimates, resulting in adjustments to research and development expense in future periods. The Company makes significant judgments and estimates in determining the accrual and/or prepaid balance in each reporting period and changes in these estimates may result in material changes to the Company’s accruals that could materially affect the Company’s results of operations. Common Stock Warrants and Pre-Funded Warrants The Company’s common stock warrants and pre-funded warrants are classified as a component of permanent stockholders’ equity within additional paid-in capital. The common stock warrants and pre-funded warrants are equity classified because they, (i) are freestanding financial instruments, (ii) are immediately exercisable, (iii) do not embody an obligation for the Company to repurchase its shares, (iv) permit the holders to receive a fixed number of shares of common stock upon exercise, (v) are indexed to the Company’s common stock and, (vi) meet the equity classification criteria. In addition, such common stock warrants and pre-funded warrants do not provide any guarantee of value or return. Stock-Based Compensation The Company recognizes the cost of stock-based awards issued to employees and nonemployees as compensation expense on a straight-line basis over the vesting period of the award, net of estimated forfeitures. Forfeiture estimates are based on historical cancellation data. The Company uses the Black-Scholes option pricing model to determine the grant-date fair value of stock options. The fair values of restricted stock units (“RSUs”) are based on the fair value of the Company’s common stock on the date of the grant. The Company also grants stock options that vest upon achievement of certain market-based conditions. The Company uses the Monte Carlo pricing model to estimate the fair value of options that have market-based conditions. The Company adjusts expense for forfeitures in the periods they occur. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statements and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities will be recognized in the period that includes the enactment date. Additionally, any changes in income tax laws are immediately recognized in the year of enactment. A valuation allowance is established against the deferred tax assets to reduce their carrying value to an amount that is more likely than not to be realized. The deferred tax assets and liabilities are classified as noncurrent along with the related valuation allowance. Due to a lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance. The Company recognizes benefits of uncertain tax positions if it is more likely than not that such positions will be sustained upon examination based solely on the technical merits, as the largest amount of benefits that is more likely than not to be realized upon the ultimate settlement. The Company’s policy is to recognize interest and penalties related to the unrecognized tax benefits as a component of income tax expense. 72 Net Loss Per Share Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during each period. Basic shares outstanding includes the weighted average effect of the Company’s outstanding 40,511,011 pre-funded warrants as of December 31, 2025, the exercise of which requires nominal consideration for the delivery of an equal number of shares of common stock. Diluted loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as redeemable convertible preferred stock or convertible notes, if any, stock options and unvested shares of restricted stock, which would result in the issuance of incremental shares of common stock. For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding as of December 31, 2025 and 2024, as they would be anti-dilutive: As of December 31, 2025 2024 Common stock warrants 52,507,292 — Stock options 8,648,715 6,573,172 Unvested restricted stock units 481,177 817,350 61,637,184 7,390,522 Other Comprehensive Income (Loss) Other comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Other comprehensive income (loss) is comprised of unrealized gains and losses on short-term investments. Recently Adopted Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, to require enhanced disclosures that include reportable segment expenses. The amendments in this update provide that a business entity disclose significant segment expenses and segment profit or loss (after significant segment expenses) and allows reporting of additional measures of a segment’s profit or loss if used in assessing segment performance. Such disclosures apply to entities with a single reportable segment. These amendments were effective for the Company in 2024 and retrospectively to all prior periods using the significant segment expense categories identified. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update are intended to enhance the transparency and decision usefulness of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information. This update is effective for annual periods beginning after December 15, 2024, and may be applied prospectively or retrospectively. The Company has retrospectively adopted this ASU in the financial statements for the year ending December 31, 2025. For additional information, see Note 11 Income Taxes. Recently Issued Accounting Pronouncements In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which is intended to provide more detailed information about specified categories of expenses (employee compensation, depreciation, and amortization) included in certain expense captions presented on the statement of operations. The guidance in this ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either, (i) prospectively to financial statements issued for periods after the effective date of this ASU or, (ii) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its financial statements and disclosures. 73 3. Investments The following table represents the Company’s investments by major security type (amounts in thousands): December 31, 2025 Amortized Cost Gross Unrealized Gain Total Fair Value Investments: U.S. government securities $ 23,867 $ 6 $ 23,873 Cash Equivalents: Money market funds 52,270 — 52,270 Total $ 76,137 $ 6 $ 76,143 December 31, 2024 Amortized Cost Gross Unrealized Gain Total Fair Value Investments: U.S. government securities $ 15,598 $ 2 $ 15,600 Cash Equivalents: Money market funds 55,233 — 55,233 Total $ 70,831 $ 2 $ 70,833 The Company's money market funds are calculated using level 1 inputs, the Company's U.S. government securities are valued using level 2 inputs. U.S. government securities outstanding as of December 31, 2025 matured in January 2026. There were no impairments of U.S. government securities or money market funds for the years ended December 31, 2025 and 2024. The Company has a related party investment in a private company’s preferred stock that was recorded at fair value using Level 3 inputs under the measurement alternative. As of December 31, 2025, the Company did not identify any impairment indicators and there have been no observable price changes as of December 31, 2025. The Company had no other investments held at December 31, 2024 other than those included in the table above. 4. Property and Equipment Property and equipment consisted of the following (amounts in thousands): December 31, 2025 2024 Lab equipment $ 15,267 $ 15,288 Leasehold improvements 6,877 7,097 Furniture and fixtures 452 452 Office equipment 192 192 Property and equipment, gross 22,788 23,029 Less: Accumulated depreciation and amortization ( 16,674 ) ( 13,217 ) Property and equipment, net $ 6,114 $ 9,812 Depreciation and amortization expense for the years ended December 31, 2025 and 2024 was $ 3.7 million and $ 3.8 million, respectively. 74 5. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (amounts in thousands): December 31, 2025 2024 Compensation and related benefits $ 2,767 $ 2,288 Research and development 1,111 2,900 Operating lease liabilities 837 900 Other 236 410 Total accrued expenses and other current liabilities $ 4,951 $ 6,498 6. Leases Operating Leases The Company leases certain office space, laboratory facilities, and equipment in North Carolina and Texas. These leases require monthly lease payments that are subject to annual increases throughout the lease term. The following table summarizes the Company’s recognition of its operating leases (in thousands): December 31, Balance Sheet Classification 2025 2024 Other assets $ 1,337 $ 1,843 Accrued expenses and other current liabilities $ 837 $ 900 Non-current operating lease liabilities 1,584 2,506 Total liabilities $ 2,421 $ 3,406 The following table summarizes the weighted-average remaining lease term and discount rates for the Company’s operating leases: December 31, 2025 2024 Lease term (years) 2.5 3.5 Discount rate 8.6 % 8.6 % The Company incurred rent expense for its operating leases of $ 0.8 million for the years ended December 31, 2025 and 2024 which is included within operating expenses in the statements of operations and comprehensive loss. Cash paid for amounts included in the measurement of operating lease liabilities for the years ended December 31, 2025 and 2024 was $ 1.1 million and was included in net cash used in operating activities in the statement of cash flows. In February 2026, the Company renewed its lease for its Austin, Texas office location. The renewal results in future fixed cash payments of $ 0.2 million in 2027, $ 0.2 million in 2028, and $ 0.3 million in 2029. The maturities of the Company’s operating lease liabilities as of December 31, 2025 were as follows (in thousands): 2026 $ 1,006 2027 848 2028 874 2029 — 2030 — Thereafter — Total lease payments 2,728 Less imputed interest ( 307 ) Lease liability $ 2,421 75 7. Commitments and Contingencies Litigation From time to time, the Company may become involved in various legal actions arising in the ordinary course of business. As of December 31, 2025, the Company was not aware of any existing, pending, or threatened legal actions that would have a material impact on the financial position, results of operations, or cash flows of the Company. Contractual Obligations Contractual obligations represent future cash commitments and liabilities under agreements with third parties, and exclude contingent liabilities for which the Company cannot reasonably predict future payment. The Company’s contractual obligations result primarily from obligations for various CDMOs and CROs, which include potential payments that may be required under its agreements. The contracts also contain variable costs and milestones that are hard to predict, as they are based on such things as patients enrolled and clinical trial sites. The timing of payments and actual amounts paid under CDMO and CRO agreements may be different depending on the timing of receipt of goods, services, changes to agreed-upon terms, or amounts for some obligations. Such agreements are cancellable upon written notice by the Company and therefore, are not long-term liabilities. 8. License and Collaboration Revenue The Company’s revenue consisted of the following components for the years ended December 31, 2025 and 2024 (amounts in thousands): 2025 2024 Related party license revenue $ 1,000 $ — Collaboration revenue: Ono Pharmaceutical Co., Ltd — 5,378 ImmunoGen — 343 License and collaboration revenue $ 1,000 $ 5,721 Related Party License Revenue In August 2025, the Company granted Kayak an exclusive license (the "Kayak Agreement") to its oncology-focused TRIM7 program. Pursuant to the Kayak Agreement, as the upfront consideration, the Company received preferred stock in Kayak with a fair market value of $ 1.0 million and recognized that consideration as license revenue. The Company also subleases certain lab space, office space, and lab equipment to Kayak for one year for total consideration of $ 0.3 million. Payments received pursuant to the sublease for the year ended December 31, 2025 were $ 0.1 million and recorded as a reduction to research and development expenses. In November 2025, an officer of the Company was elected to the board of directors of Kayak and as a result, Kayak became a related party. Pursuant to the Kayak Agreement, the Company is also eligible to receive future payments contingent upon the achievement of specified development, regulatory, and commercial milestones of up to $ 86.0 million, and tiered royalties on net sales of any commercialized products subject to the Kayak Agreement in the low single digits. Such future payments are considered variable consideration and will be recognized as revenue only when the underlying contingencies are resolved and it is probable that a significant reversal of revenue will not occur. Collaboration Revenue The Company recognizes collaboration revenue for collaboration agreements using a cost-based input measure. In applying the cost-based input method of revenue recognition, the Company uses actual costs incurred relative to budgeted costs expected to be incurred, and any upfront payments are deferred accordingly. 76 Ono Pharmaceutical Co., Ltd . In February 2024, the Company entered into a collaboration and license agreement (the “Ono Agreement”) with Ono, pursuant to which the parties collaborated in the research and preclinical development of certain compounds selected by Ono from the Company’s pipeline of bifunctional fusion proteins directed toward a pair of prespecified targets for potential treatment of autoimmune and inflammatory diseases. On September 30, 2024, the Company and Ono mutually agreed to terminate the Ono Agreement. Following the mutual termination, the Company is no longer required to satisfy any remaining performance obligations, and will not receive any future research activity reimbursements or upfront milestone or royalty payments from Ono. All options and licenses held by Ono under the Ono Agreement were terminated. The Ono Agreement was a collaborative arrangement under ASC 808 as both companies were active participants that were exposed to significant risks and rewards. However, since the units of account identified under ASC 808 followed a typical vendor/customer relationship, the Company accounted for the transaction under ASC 606. Under the Ono Agreement, the Company granted Ono an exclusive option (the “Option”) to obtain an exclusive sublicensable license to further research, develop, manufacture, and commercialize products containing the specified bifunctional fusion proteins in any therapeutic area worldwide. The Company determined that the contingent promise to provide the license upon the exercise of the Option should be accounted for as a customer option, and the $ 2.0 million amount allocated to that Option was recognized as revenue in 2024 pursuant to the termination of the Ono Agreement. The Company identified a single performance obligation consisting of the preclinical research activities to develop certain bifunctional fusion proteins. The Company recognized $ 3.4 million in revenue for the preclinical research activities as the services were performed using an inputs method. ImmunoGen In 2022, the Company entered into a collaboration agreement with ImmunoGen (the “ImmunoGen Agreement”) pursuant to which ImmunoGen agreed to reimburse the Company for $ 2.0 million of the costs the Company incurred in the Phase 1B combination cohort evaluating SL-172154 in combination with mirvetuximab soravtansine in patients with platinum-resistant ovarian cancer. The Company dosed its first patient with mirvetuximab soravtansine in 2023 and completed all of its obligations under the ImmunoGen Agreement in the second quarter of 2024. The agreement has since been terminated. 9. Equity The Company is authorized to issue up to 300,000,000 shares of common stock and 10,000,000 shares of preferred stock, all with a par value of $ 0.0001 per share. The holders of the Company’s common stock are entitled to one vote per share on all matters submitted to a vote of stockholders. The Company’s common stock is not entitled to preemptive rights, and is not subject to conversion, redemption or sinking fund provisions. Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of the Company’s common stock will receive ratably any dividends declared by the Company’s board of directors (the “Board”) out of funds legally available. In the event of the Company’s liquidation, dissolution or winding-up, the holders of the Company’s common stock will be entitled to share ratably in all assets remaining after payment of or provision for any liabilities. As of the periods presented, no common stock dividends had been declared by the Board. As of December 31, 2025, none of the 10,000,000 shares of preferred stock were outstanding, and the Company has no present plans to issue any shares of preferred stock. In December 2023, the Company sold 4,651,163 shares of common stock through an underwritten public offering, and concurrently completed a private placement of 3,100,823 pre-funded warrants. The purchase price per share of common stock was $ 6.4500 , and the purchase price per pre-funded warrant was $ 6.4499 which was the purchase price per share of common stock, minus the $ 0.0001 per share exercise price of the pre-funded warrant. Each pre-funded warrant may be exercised for one share of common stock, is immediately exercisable, does not expire, and is subject to a beneficial ownership limitation of 9.99 % on a post-exercise basis. As of December 31, 2025, all 3,100,823 pre-funded warrants remain outstanding. In August 2025, the Company issued and sold 15,225,158 shares of common stock, pre-funded warrants to purchase up to 37,410,188 shares of common stock, and accompanying common stock warrants to purchase up to 52,635,346 shares of common stock in a private placement offering with certain institutional accredited investors. The purchase price of each share of common stock and accompanying common stock warrant was $ 0.8677 , and the purchase price of each pre-funded warrant and accompanying common stock warrant was $ 0.8676 , which was the purchase price per share of common stock and accompanying common stock warrant, minus the $ 0.0001 per share exercise price of the pre-funded warrants. Each pre-funded warrant may be exercised for one share of common stock, is immediately exercisable, does not expire, and is subject to a beneficial ownership limitations of up to 9.99 % on a post-exercise basis. As of December 31, 2025, all 37,410,188 pre-funded warrants remain outstanding. In January 2026, 3,100,000 pre-funded warrants were exercised. 77 Each common stock warrant has an exercise price of $ 1.0846 and is exercisable at any time after the date of issuance for one share of common stock or pre-funded warrant in lieu thereof. The common stock warrants will expire on the 30th day following the date on which the data from the single ascending dose and multiple ascending dose portions of the Company’s Phase 1 clinical trial of SL-325, including receptor occupancy and safety data, and the design of the planned Phase 2 clinical trial(s) have been announced publicly. As of December 31, 2025, 52,507,292 common stock warrants remain outstanding. In January 2026, 4,866,055 common stock warrants were exercised in exchange for 4,866,055 pre-funded warrants with an exercise price of $ 0.0001 for gross proceeds of $ 5.3 million. Two beneficial owners of 10% or more of our common stock participated in the private placement offering with the same terms as all other participants in the offering. Together, the beneficial owners purchased 8,963,785 pre-funded warrants in lieu of common stock and received accompanying common stock warrants to purchase an additional 8,963,785 shares of common stock. In January 2026, the Company entered into a sales agreement (the “Sales Agreement”) with Leerink Partners, LLC (the “Sales Agent”), pursuant to which it may offer and sell up to $ 75.0 million of shares of its common stock from time to time through an at the market offering facility (the “ATM Facility”). The Sales Agent is generally entitled to compensation at a commission equal to up to 3 % of the aggregate gross sales price per share sold under the Sales Agreement. In January 2026, the Company sold 5,000,000 shares of common stock for $ 4.28 per share for gross proceeds of $ 21.4 million through the ATM Facility. 10. Stock-Based Compensation and Employee Benefit Plans 2020 Equity Incentive Plan In September 2020, the Company adopted the 2020 Stock Incentive Plan (the “2020 Plan”) which, as of the adoption date, replaced the 2016 Stock Incentive Plan. Under the 2020 Plan, the share reserve automatically increases on January 1st of each year beginning in 2021 and ending with a final increase on January 1, 2030 in an amount equal to 4 % of the Company’s outstanding shares of common stock on December 31st of the preceding calendar year. The Board may provide that there will be no increase in the share reserve for any such year or that the increase in the share reserve may be smaller than would otherwise occur. As of December 31, 2025, there were 3,741,270 shares of common stock available for future grants. On January 1, 2026, the share reserve automatically increased by 2,531,194 shares. The 2020 Plan permits the granting of options, stock appreciation rights, RSUs, performance stock, and performance cash awards. The terms of the agreements under the 2020 Plan are determined by the Board. The Company’s awards generally vest over four years and have a term of 10 years. Periodically, the Company also grants awards that vest based on the Company’s stock achieving certain closing share prices for a specified number of consecutive trading days. 2020 Employee Stock Purchase Plan The 2020 Employee Stock Purchase Plan (the “2020 ESPP”) became effective in October 2020. Eligible employees may purchase shares of common stock under the 2020 ESPP at 85 % of the lower of the fair market value of the Company’s common stock as of the first or the last day of each offering period. Employees are limited to contributing 15 % of the employee’s eligible compensation and may not purchase more than $ 25,000 of stock during any calendar year or more than 600 shares during any one purchase period prior to December 31, 2024, and 2,000 shares for purchase periods beginning in 2025. The 2020 ESPP share reserve automatically increases on January 1st of each calendar year, for ten years , commencing on January 1, 2021, in an amount equal to 1 % of the total number of shares of common stock outstanding on December 31st of the preceding calendar year. The Board may act prior to January 1st of a given year to provide that there will be no January 1st increase of the share reserve for such year or that the increase in the share reserve for such year will be a smaller number of shares of common stock than would otherwise occur pursuant to the preceding sentence. The Board elected not to increase the share reserve for the ESPP on January 1, 2026. As of December 31, 2025, there were 1,629,954 shares available for future purchases. During the years ended December 31, 2025 and 2024, the Company issued 30,275 and 17,246 shares, respectively, of common stock for aggregate cash proceeds of less than $ 0.1 million each year. 2025 Inducement Grants In December 2025, the Company issued an inducement grant pursuant to the “inducement exception” provided under Nasdaq Listing Rule 5635(c)(4) (“inducement grants”) to a person not previously employed by the Company. The Company may issue additional inducement grants to non-employees or following a bona fide period of non-employment, as an inducement to such persons entering into employment with the Company. Inducement grants must be approved by the Company’s compensation committee, and consultants and directors are not eligible to receive inducement grants. Stock options issued as inducement grants generally vest over four years and have a term of 10 years. 78 The Company recorded stock-based compensation expense in the following expense categories of its accompanying statements of operations and comprehensive loss (in thousands): Year Ended December 31, 2025 2024 Research and development $ 2,951 $ 4,894 General and administrative 4,044 4,652 Total stock-based compensation $ 6,995 $ 9,546 The following table summarizes option activity for the year ended December 31, 2025: Options Weighted Average Exercise Price Weighted Average Remaining Life (Years) Balance at December 31, 2024 6,573,172 $ 7.19 6.90 Granted 2,999,050 1.28 Exercised — — Forfeited ( 923,507 ) 6.23 Balance at December 31, 2025 8,648,715 $ 5.25 7.06 Vested and expected to vest 3,812,538 $ 2.77 8.87 Exercisable at the end of the period 4,333,697 $ 7.53 5.37 Options granted during the years ended December 31, 2025 and 2024 had weighted-average grant-date fair values of $ 1.06 and $ 5.73 per share, respectively. As of December 31, 2025, the unrecognized compensation cost for options issued was $ 8.0 million and will be recognized over an estimated weighted-average amortization period of 1.17 years. There were no exercises for the year ended December 31, 2025, and the total intrinsic value of options exercised during the year ended December 31, 2024 was $ 1.7 million. The aggregate intrinsic value of options outstanding and exercisable as of December 31, 2025 was $ 1.4 million. The aggregate intrinsic value of options outstanding as of December 31, 2025 was $ 9.2 million. Restricted Stock Units The following table summarizes employee RSU activity for the year ended December 31, 2025: Awards Weighted Average Grant Date Fair Value Unvested RSUs at December 31, 2024 817,350 $ 8.02 Granted — — Vested ( 236,051 ) 7.62 Forfeited ( 100,122 ) 8.36 Balance at December 31, 2025 481,177 8.15 The Company recognized $ 1.5 million and $ 2.2 million of stock-based compensation cost related to RSUs as of December 31, 2025 and 2024, respectively. As of December 31, 2025, the unrecognized compensation cost for RSUs issued was $ 2.4 million and will be recognized over an estimated weighted-average amortization period of 1.01 years. The fair value of RSUs is based on the fair value of the Company's common stock on the date of the grant. Fair Value of Stock Options and Shares Issued The Company accounts for stock-based compensation by measuring and recognizing as compensation expense the fair value of all share-based payment awards made to employees, including employee stock options and restricted stock awards. The Company uses the Black-Scholes option pricing model to estimate the fair value of employee stock options that only have service or performance conditions. The inputs to the pricing model require a number of management estimates such as the expected term, volatility, risk-free interest rate and dividend yield. The fair value of stock options was determined using the methods and assumptions discussed below. 79 • The expected term of employee stock options with service-based vesting is determined using the “simplified” method, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data. • The expected stock price volatility assumption is based on the historical volatilities of the common stock of a peer group of publicly traded companies as well as the historical volatility of the Company's common stock since the Company began trading subsequent to the Company’s initial public offering (“IPO”) in October 2020 over the period corresponding to the expected life as of the grant date. The historical volatility data was computed using the daily closing prices during the equivalent period of the calculated expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of the Company's stock price becomes available, or until circumstances change, such that the identified entities are no longer comparable companies. In the latter case, other suitable, similar entities whose share prices are publicly available would be utilized in the calculation. • The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the expected term. • The expected dividend yield is 0 % because the Company has not historically paid, and does not expect, for the foreseeable future, to pay dividends on its common stock. • Prior to the Company’s IPO, the Board periodically estimated the fair value of the Company’s common stock considering, among other things, contemporaneous valuations of its common stock prepared by an unrelated third-party valuation firm. Subsequent to the Company’s IPO, options are issued with a strike price no less than the market price on date of grant. The grant-date fair value of options calculated using the Black-Scholes option pricing model granted under the Company’s 2020 Plan were estimated using the following weighted-average assumptions: Year Ended December 31, 2025 2024 2020 Plan Expected term - years 5.96 6.02 Expected volatility 102.9 % 97.4 % Risk-free interest rate 4.3 % 4.2 % Expected dividends $ — $ — The grant-date fair value of shares issued calculated using the Black-Scholes option pricing model under the Company’s 2020 ESPP were estimated using the following weighted-average assumptions: Year Ended December 31, 2025 2024 2020 ESPP Expected term - years 0.5 0.5 Expected volatility 105.2 % 115.1 % Risk-free interest rate 4.2 % 5.1 % Expected dividends $ — $ — Employee Benefit Plans The Company sponsors a 401(k) retirement plan in which substantially all of its full-time employees are eligible to participate. Participants may contribute a percentage of their annual compensation to this plan, subject to statutory limitations. The Company made matching contributions of $ 0.4 million and $ 0.6 million to the plan for the years ended December 31, 2025 and 2024, respectively. 80 11. Income Taxes The Company recorded no federal provision for income taxes as of December 31, 2025 and 2024 due to reported net losses since inception. A reconciliation of the expected income tax expense (benefit) computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows for the years ended December 31, 2025 and 2024 (amounts in thousands): Year Ended December 31, 2025 2024 Amount Rate Amount Rate Income tax benefit computed at federal statutory tax rate $ ( 10,250 ) 21.0 % $ ( 15,809 ) 21.0 % Change in valuation allowance 11,064 ( 22.7 ) % 19,231 ( 25.5 ) % Tax credits R&D credit ( 1,124 ) 2.3 % ( 2,819 ) 3.7 % Prior year R&D credit adjustment 71 ( 0.1 ) % ( 1,216 ) 1.6 % Nontaxable/nondeductible 259 ( 0.5 ) % 360 ( 0.5 ) % Change in unrecognized tax benefits ( 14 ) — % 243 ( 0.3 ) % Other ( 6 ) — % 10 — % Income tax benefit $ — — % $ — — % Cash tax payments are considered immaterial to the financial statements for both federal and state purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows (amounts in thousands): December 31, 2025 2024 Deferred tax asset: Net operating loss carryforwards $ 52,705 $ 41,131 Accrued expenses and other 856 1,142 Stock compensation 4,943 3,727 Credit carryforwards 18,473 17,406 Capital loss carryforwards 556 576 Capitalized R&D expense 29,415 32,121 Lease liabilities 508 715 Gross deferred tax asset 107,456 96,818 Less valuation allowance ( 106,686 ) ( 95,622 ) Net deferred tax asset 770 1,196 Deferred tax liability: Depreciation and amortization ( 195 ) ( 533 ) Prepaid expenses ( 294 ) ( 276 ) Lease assets ( 281 ) ( 387 ) Total deferred tax liability ( 770 ) ( 1,196 ) Total net deferred tax asset $ — $ — The Company has established a valuation allowance equal to the net deferred tax asset due to uncertainties regarding the realization of the deferred tax asset based on the Company’s lack of earnings history. The valuation allowance increased by $ 11.1 million and $ 19.2 million during the years ended December 31, 2025 and 2024, respectively, primarily due to continuing loss from operations, general business credit carryforwards, section 174 research and development capitalization and accrued expenses. As of December 31, 2025 and 2024, the Company had gross U.S. net operating loss (“NOL”) carryforwards of $ 251.0 million and $ 195.8 million, respectively. Additionally, as of December 31, 2025 and 2024, the Company had gross U.S. tax credit carryforwards of $ 23.0 million and $ 21.6 million, respectively. As of December 31, 2025 and 2024, the Company had gross state NOL carryforwards of $ 0.1 million and $ 0.0 million, respectively. As of December 31, 2025 and 2024, the Company capital loss carryforwards of $ 2.6 million and $ 2.7 million, respectively. The capital loss and tax credit carryforwards as of December 31, 2024 began to expire in 2025. The NOL, capital loss, and credit carryforwards are subject to Internal Revenue Service adjustments until the statute closes on the year the NOL or credit carryforwards are utilized. 81 Section 382 of the Internal Revenue Code limits the utilization of U.S. NOLs following a change of control. On August 26, 2025, the Company sold shares of the Company’s common stock and pre-funded warrants (“PFW”) in a private placement investment in public entity (“PIPE”) transaction. As a result, the Company completed a Section 382 study to determine if a ownership change resulted due to these transactions. The 382 study performed determined that an ownership change occurred on August 26, 2025 resulting in a limitation on the Company’s deferred tax assets. Since the Company is in a full valuation allowance position and is expected to continue to be in a valuation allowance position, this determination did not have an immediate effect on the Company’s financial statements as all tax attributes are fully valued. A reconciliation of the Company’s liability for unrecognized tax benefits is as follows (amounts in thousands): Year Ended December 31, 2025 2024 Balance, beginning of the year $ 4,206 $ 3,258 Increase for tax positions related to the current year 281 705 (Decrease) increase for tax positions related to prior years ( 14 ) 243 Balance, end of year $ 4,473 $ 4,206 All of the Company’s gross unrecognized tax benefits, if recognized, would affect its effective tax rate. The Company does not expect unrecognized tax benefits to decrease within the next twelve months due to the lapse of statute limitations. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of December 31, 2025, the Company has not accrued any interest or penalties related to unrecognized tax benefits. The Company files income tax returns in the U.S. and state jurisdictions. The Company is subject to examination by taxing authorities in its significant jurisdictions for the 2021 , 2022 and 2023 tax years. There are currently no federal or state income tax audits in progress. 12. Discontinuation of SL-172154 Clinical Development On October 1, 2024, the Company approved a restructuring plan to prioritize the development of the Company’s DR3 program. The restructuring plan optimized the Company’s cost structure by aligning the size and structure of its workforce with the Company’s current goals and strategy. The organizational realignment included the discontinuation the Company’s SL-172154 program in view of overall survival data readouts from its clinical trial in higher-risk myelodysplastic syndromes and acute myeloid leukemia. Approximately 40 % of Shattuck’s workforce was impacted by the changes. As a result of this restructuring, the Company incurred one-time termination benefits of $ 1.0 million that was recorded in the research and development and general and administrative line items in the Company’s statements of operations and comprehensive loss. The Company recognized this expense in the fourth quarter of 2024 and paid $ 0.9 million in 2024 and $ 0.1 million in January 2025. 82 13. Segment Reporting The Company has one reportable and operating segment, which is engaged in the business of drug discovery and development. The Company’s chief operating decision maker (“CODM”) is the Company’s chief executive officer. The CODM uses the Company’s net loss to monitor actual results versus the budget in assessing segment performance and the allocation of resources. The measure of segment assets is reported on the balance sheets as total assets. Accounting policies for segment reporting are the same as the accounting policies disclosed in Note 2. The following table sets forth information about the Company’s single reportable segment and the significant expenses reviewed by the CODM, including a reconciliation to net loss (in thousands): Year Ended December 31, 2025 2024 License and collaboration revenue $ 1,000 $ 5,721 Operating expenses: Research and development: SL-325 1 10,777 4,574 SL-172154 2,637 27,608 Other research and development 2 9,776 16,010 Research and development non-equity compensation 9,132 14,125 Research and development equity compensation 2,951 4,894 Total research and development 35,273 67,211 General and administrative expenses: General and administrative non-equity compensation 5,302 5,858 General and administrative equity compensation 4,044 4,653 Other general and administrative including legal and accounting fees, facilities, insurance, travel and depreciation 7,889 8,566 Total general and administrative 17,235 19,077 Expense from operations 52,508 86,288 Loss from operations ( 51,508 ) ( 80,567 ) Other Income (expense): Interest income 2,703 5,174 Other expense ( 4 ) ( 17 ) Total other income 2,699 5,157 Net loss $ ( 48,809 ) $ ( 75,410 ) 1 Expenses for SL-325 that were incurred prior to it being nominated a product candidate are included in “other research and development”. 2 Other research and development expense includes technical operations expense of $ 2.8 million and $ 4.2 million, other research and development expense (primarily includes research activities for other pipeline compounds and facility expenses) of $ 3.4 million and $ 8.2 million and depreciation expense of $ 3.5 million and $ 3.6 million for the years ended December 31, 2025 and 2024, respectively.