Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and our principal financial officer, evaluated, as of the end of the period covered by this Annual Report on Form 10-K, the effectiveness of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (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 is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. 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. 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.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel 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 standards. Our internal control over financial reporting includes those policies and procedures that:
• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.
Our management, with the participation of our principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its 2013 Internal Control – Integrated Framework. Based on our assessment, our management has concluded that, as of December 31, 2025, our internal control over financial reporting was effective based on those criteria.
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Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Trading Plans
During the fiscal quarter ended December 31, 2025, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K), except as described below.
On November 10, 2025 , Scott Burrows , our Chief Financial Officer , terminated a trading plan dated April 15, 2024 intended to satisfy Rule 10b5-1(c) to sell up to 180,000 shares of our common stock over a period ending November 19, 2026, subject to certain conditions, and adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 180,000 shares of our common stock over a period ending February 3, 2028 , subject to certain conditions.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item is incorporated herein by reference from the applicable information set forth in the Proxy Statement with respect to our 2026 Annual Meeting of Stockholders 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 (the “2026 Proxy Statement”), including the sections titled “Information Regarding Director Nominees and Continuing Directors,” “Executive Officers,” “Corporate Governance,” and, if applicable, “Delinquent Section 16(a) Reports.”
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference from the applicable information set forth in our 2026 Proxy Statement, including the sections titled “Executive Compensation” and "Corporate Governance."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated herein by reference from the applicable information set forth in our 2026 Proxy Statement, including the sections titled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Securities Authorized for Issuance Under Equity Compensation Plans.”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated herein by reference from the applicable information set forth in our 2026 Proxy Statement, including the sections titled “Certain Relationships and Related Party Transactions" and "Director Independence."
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated herein by reference from the applicable information set forth in our 2026 Proxy Statement, including the section titled “Ratification of Independent Auditor Appointment."
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this report:
1. Financial Statements
See Index to Financial Statements at Item 8 herein.
2. Financial Statement Schedules
All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
3. Exhibits
Exhibit
Number Incorporate by Reference
Description of Document Form File No. Date of
Filing Exhibit
No. Filed
Herewith
2.1 Agreement and Plan of Merger, dated June 22, 2023, by and among the Company, Aspen Merger Sub I, Inc., Sequoia Merger Sub II, LLC and Spyre Therapeutics, Inc.
S-1
333-276251
12/22/2023 2.1
3.1 Second Amended and Restated Certificate of Incorporation of the Company, effective as of May 14, 2024
8-K
001-37722
5/15/2024 3.2
3.2 Amended and Restated Bylaws
S-1/A
333-276251
2/5/2024 3.2
3.3 Certificate of Designations of Series A Non-Voting Convertible Preferred Stock
S-1
333-276251
12/22/2023 3.3
3.4 Certificate of Designations of Series B Non-Voting Convertible Preferred Stock
S-1
333-276251
12/22/2023 3.4
3.5 Certificate of Amendment to Certificate of Designation of Series B Non-Voting Convertible Preferred Stock
8-K
001-37722
3/18/2024 3.2
4.1 Form of Registration Rights Agreement, by and among the Company and certain purchasers (December 2023 PIPE)
S-1/A
333-276251
2/5/2024 4.1
4.2 Form of Common Stock Certificate
S-1
333-276251
12/22/2023 4.2
4.3 Form of Registration Rights Agreement, by and among the Company and certain purchasers (June 2023 PIPE)
S-1/A
333-276251
2/5/2024 4.4
4.4 Description of the Registrant's securities
10-K
001-37722
2/27/2025 4.4
4.5 Form of Warrant to Purchase Common Stock (Parapyre Warrant 2023)
10-Q
001-37722
8/5/2025 4.1
4.6 Form of Warrant to Purchase Common Stock (Parapyre Warrant 2024)
10-Q
001-37722
8/5/2025 4.2
10.1 Form of Indemnification Agreement
S-1/A
333-276251
2/5/2024 10.19
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Exhibit
Number Incorporate by Reference
Exhibit
Number Description of Document Form File No. Date of
Filing Exhibit
No. Filed
Herewith
10.2‡
2015 Equity Incentive Plan and forms of award agreements
S-1
333-276251
12/22/2023 10.7
10.3‡ Spyre Therapeutics, Inc. 2016 Equity Incentive Plan, As Amended and Restated Effective November 21, 2023
S-1
333-276251
12/22/2023 10.8
10.4‡
Form of Stock Option Agreement under the Amended and Restated Spyre Therapeutics, Inc. 2016 Equity Incentive Plan
10-Q
001-37722
8/7/2024 10.6
10.5‡
F orm of Restricted Stock Unit Award Agreement under the Amended and Restated Spyre Therapeutics, Inc. 2016 Equity Incentive Plan
X
10.6‡
Spyre Therapeutics, Inc. 2016 Employee Stock Purchase Plan, as amended by the First Amendment on January 31, 2024
10-K
001-37722
2/29/2024 10.4
10.7‡
Spyre Therapeutics, Inc. 2018 Equity Inducement Plan and the First Amendment, Second Amendment, Third Amendment , Fourth Amendment , Fifth Amendment and Sixth Amendment thereto
10-Q
001-37722
8/5/2025 10.1
10.8‡
Form of Stock Option Agreement under the Amended and Restated 2018 Equity Inducement Plan
S-1
333-276251
12/22/2023 10.11
10.9‡
Form of Restricted Stock Unit Award Agreement under the Amended Spyre Therapeutics, Inc. 2018 Equity Inducement Plan
10-Q
001-37722
8/7/2024 10.7
10.10‡
Spyre Therapeutics, Inc. 2023 Equity Incentive Plan
S-1
333-276251
12/22/2023 10.12
10.11‡
Form of Stock Restriction Agreement
S-1
333-276251
12/22/2023 10.13
10.12‡
Form of Severance Agreement
S-1
333-276251
12/22/2023 10.14
10.13‡
Amended and Restated Offer Letter, dated November 22, 2023 and as amended on February 1, 2024, by and between the Company and Cameron Turtle
S-1/A
333-276251
2/5/2024 10.4
10.14‡
Offer Letter, dated August 10, 2023, by and between the Company and Scott Burrows
S-1
333-276251
12/22/2023 10.16
10.15‡
Offer Letter, dated August 18, 2023, by and between the Company and Heidy King-Jones
10-K
001-37722
2/29/2024 10.19
10.16‡
Offer Letter, dated September 20, 2024, by and between the Company and Sheldon Sloan
10-Q
001-37722
11/7/2024 10.5
10.17‡
Consulting Agreement by and between the Company and Mark McKenna, effective August 1, 2023
10-K
001-37722
2/29/2024 10.20
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Exhibit
Number Incorporate by Reference
Exhibit
Number Description of Document Form File No. Date of
Filing Exhibit
No. Filed
Herewith
10.18†
Amended and Restated Biologics Master Services Agreement, dated October 14, 2024, by and between the Company and WuXi Biologics (Hong Kong) Limited
8-K
001-37722
10/15/2024 10.2
10.19†
Amended and Restated Cell Line License Agreement, dated October 14, 2024, by and between the Company and WuXi Biologics (Hong Kong) Limited
8-K
001-37722
10/15/2024 10.3
10.20 Novation Agreement, dated September 19, 2023, by and between Paragon Therapeutics, Inc., the Company and WuXi Biologics (Hong Kong) Limited
S-1
333-276251
12/22/2023 10.3
10.21 Amendment No. 1 to Novation Agreement, dated April 25, 2024, by and between Paragon Therapeutics, Inc., the Company and WuXi Biologics (Hong Kong) Limited
10-Q
001-37722
5/9/2024 10.6
10.22†
Second Amended and Restated Antibody Discovery and Option agreement, dated May 14, 2024, by and between the Company, Paragon Therapeutics, Inc. and Parapyre Holding LLC
10-Q
001-37722
8/7/2024 10.5
10.23†
α4ß7 (SPY001) License Agreement, dated May 14, 2024, by and between the Company and Paragon Therapeutics, Inc.
10-Q
001-37722
8/7/2024 10.3
10.24†
TL1A (SPY002) License Agreement, dated May 14 , 2024, by and between the Company and Paragon Therapeutics, Inc.
10-Q
001-37722
8/7/2024 10.4
10.25†
Amended and Restated IL-23 (SPY003) License Agreement, dated February 24, 2025, by and between the Company and Paragon Therapeutics, Inc.
10-K
001-37722
2/27/2025 10.25
10.26 Sales Agreement, dated September 6, 2024, between Spyre Therapeutics, Inc. and TD Securities (USA) LLC
S-3
333-285341
2/27/2025 1.2
16.1 Letter from PricewaterhouseCoopers LLP, dated March 6, 2025
8-K
001-37722
3/6/2025 16.1
19.1 Spyre Therapeutics, Inc. Insider Trading Policy
10-K
001-37722
2/27/2025 19.1
21.1 Subsidiaries of the Registrant
X
23.1 C onsent of KPMG LLP
X
23.2 Consent of PricewaterhouseCoopers LLP
X
24.1 Power of Attorney
X
31.1 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
X
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Exhibit
Number Incorporate by Reference
Exhibit
Number Description of Document Form File No. Date of
Filing Exhibit
No. Filed
Herewith
31.2 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
X
32.1 Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
97 Spyre Therapeutics, Inc. Compensation Recoupment (Clawback) Policy
10-K
001-37722
2/29/2024 97
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104 The cover page of this Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL and contained in Exhibit 101
___________________________________
† Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
‡ Indicates management contract or compensatory plan.
(1) The certifications on Exhibit 32 hereto are deemed not “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language contained in such filing.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 19, 2026
SPYRE THERAPEUTICS, INC.
By: /s/ Scott Burrows
Scott Burrows
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr. Cameron Turtle and Mr. Scott Burrows, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Report on Form 10-K and to file same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.
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.
Signature Title Date
/s/ Cameron Turtle, D.Phil
President and Chief Executive Officer and Director
February 19, 2026
Cameron Turtle, D.Phil
(Principal Executive Officer)
/s/ Scott Burrows
Chief Financial Officer February 19, 2026
Scott Burrows
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Jeffrey W. Albers
Chairman of the Board February 19, 2026
Jeffrey W. Albers
/s/ Peter Harwin
Director February 19, 2026
Peter Harwin
/s/ Michael Henderson, M.D.
Director February 19, 2026
Michael Henderson, M.D.
/s/ Tomas Kiselak
Director February 19, 2026
Tomas Kiselak
/s/ Mark McKenna
Director February 19, 2026
Mark McKenna
/s/ Sandra Milligan
Director February 19, 2026
Sandra Milligan
/s/ Laurie Stelzer
Director February 19, 2026
Laurie Stelzer
167