What changed in this filing

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Item 9A. Controls and Procedures

2026-03-12 compared with 2025-03-28 · 63 added, 44 removed, 148 unchanged (42% of the section changed)

11 unchanged sentences

Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions;

providing reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements;

providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements;

providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization;

and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our consolidated financial statements would be prevented or detected on a timely basis.

Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated financial statements would be prevented or detected.

and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.

Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Under the supervision of and with the participation of our principal executive and financial officer, our management conducted an evaluation of the effectiveness, as of December 31, 2025, of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

8 unchanged sentences

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsi ble for financial reporting.

We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting.

Our code of business conduct and ethics is available on our website, which is located at www.whitehawktx.com.

We intend to disclose any amendments to the code, or any waivers of its requirements, on our website, or in a c urrent report on Form 8-K as may be required by law.

We intend to disclose any amendments to the code, or any waivers of its requirements, on our website, or in a current report on Form 8-K as may be required by law.

Executive Compensation

8 unchanged sentences

(a)(1) Financial Statements.

The consolidated financial statements required by this item are submitted in a separate section beginning on page 114 of this Annual Report.

The financial statements required by this item are submitted in a separate section beginning on page 130 of this Annual Report.

(a)(2) Financial Statement Schedules.

4 unchanged sentences

Exhibit Index

Number Description

Agreement and Plan of Merger, dated May 16, 2021, by and among the registrant, Aadi Bioscience, Inc.

10 unchanged sentences

001-38560) filed with the SEC on March 18 , 202 5 ).

4.1* Description of Registrant's Capital Stock.

Description of Registrant's Capital Stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K (File No.

001-38560) filed with the SEC on March 28, 2025).

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No.

13 unchanged sentences

Whitehawk Therapeutics, Inc.

2021 Equity Incentive Plan.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K (File No.

001-38560) filed with the SEC on March 28, 2025).

Form of Stock Option Agreement under the Whitehawk Therapeutics, Inc.

2021 Equity Incentive Plan .

10.7*# 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K (File No.

001-38560) filed with the SEC on August 27, 2021).

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K (File No.

001-38560) filed with the SEC on March 28, 2025).

Whitehawk Therapeutics, Inc.

2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K (File No.

001-38560) filed with the SEC on March 28, 2025).

Aadi Bioscience, Inc.

13 unchanged sentences

001-38560) filed with the SEC on March 17, 2022).

10.13*# Form of Restricted Stock Unit Award Agreement under the Whitehawk Th erap eutics , Inc.

2021 Equity Incentive Plan .

Amendment No.

1 to Sales Agreement by and between the Company and TD Securities (USA) LLC (as successor to Cowen and Company, LLC) dated April 25, 2025 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-38560) filed with the SEC on May 8, 2025).

Form of Restricted Stock Unit Award Agreement under the Whitehawk Therapeutics, Inc.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K (File No.

001-38560) filed with the SEC on March 28, 2025).

Executive Employment Agreement, dated September 29, 2023, by and between David J.

2 unchanged sentences

Whitehawk Therapeutics, Inc.

2023 Inducement Equity Incentive Plan.

10.16*# Form of Whitehawk Th erapeutics , Inc.

2023 Inducement Equity Incentive Plan Stock Option Agreement .

10.17# Amended and Restated Outside Director Compensation Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-38560) filed with the SEC on August 7, 2024) .

2023 Inducement Equity Incentive Plan (incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K (File No.

001-38560) filed with the SEC on March 28, 2025).

Form of Whitehawk Therapeutics, Inc.

2023 Inducement Equity Incentive Plan Stock Option Agreement (incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K (File No.

001-38560) filed with the SEC on March 28, 2025).

Amended and Restated Outside Director Compensation Plan.

Executive Employment Agreement, dated July 22, 2022, by and between Bryan E.

18 unchanged sentences

Intellectual Property License Agreement between Aadi Bioscience, Inc.

and WuXi Biologics (Shanghai FX) Co., Ltd., dated December 19, 2024.

and WuXi Biologics (Shanghai FX) Co., Ltd., dated December 19, 2024 (incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K (File No.

001-38560) filed with the SEC on March 28, 2025).

Amendment #1 to Intellectual Property License Agreement, dated April 7, 2025, between the Registrant and WuXi Biologics (Shanghai FX) Co., Ltd.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-38560) filed with the SEC on May 8, 2025).

Executive Employment Agreement, dated February 18, 2025, by and between David Dornan, PhD and Aadi Bioscience, Inc.

(incorporated by reference to Exhibit 10.26 to the Registrant’s Annual Report on Form 10-K (File No.

001-38560) filed with the SEC on March 28, 2025).

Executive Employment Agreement, dated October 30, 2025, by and between Margaret Dugan, M.D.

and Whitehawk Therapeutics, Inc.

Whitehawk Therapeutics, Inc.

Insider Trading Policy

21.1* List of Subsidiaries of Registrant

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K (File No.

001-38560) filed with the SEC on March 28, 2025).

List of Subsidiaries of Registrant (incorporated by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K (File No.

001-38560) filed with the SEC on March 28, 2025).

Consent of BDO USA, P.C.

8 unchanged sentences

001-38560) filed with the SEC on March 13, 2024).

101.INS IXBRL Inline Instance Document

101.SCH IXBRL Inline Taxonomy Extension Schema Document

101.CAL IXBRL Inline Taxonomy Extension Calculation Linkbase Document

101.DEF IXBRL Inline Taxonomy Extension Definition Linkbase Document

101.LAB IXBRL Inline Taxonomy Extension Label Linkbase Document

101.PRE IXBRL Inline Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

____________________

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

Cover Page formatted as Inline XBRL and contained in Exhibits 101

* Filed herewith.

15 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name Title Date

Lennon Chief Executive Officer and President and Director

Chief Executive Officer and President and Director

(Principal Executive Officer)

1 unchanged sentence

Lennon, Ph.D.

/s/ Scott Giacobello Chief Financial Officer

(Principal Financial and Accounting Officer) March 27, 2025

/s/ Scott Giacobello

Chief Financial Officer

(Principal Financial and Accounting Officer)

March 12, 2026

Scott Giacobello

/s/ Caley Castelein Chairman March 27, 2025

/s/ Caley Castelein

March 12, 2026

Caley Castelein, M.D.

/s/ Behzad Aghazadeh Director March 27, 2025

/s/ Behzad Aghazadeh

March 12, 2026

Behzad Aghazadeh, Ph.D.

/s/ Anupam Dalal Director March 27, 2025

/s/ Anupam Dalal

March 12, 2026

Anupam Dalal, M.D.

/s/ Neil Desai Director March 27, 2025

/s/ Neil Desai

March 12, 2026

Neil Desai, Ph.D.

/s/ Karin Hehenberger Director March 27, 2025

Karin Hehenberger, M.D., Ph.D.

/s/ Mohammad Hirmand Director March 27, 2025

/s/ Mohammad Hirmand

March 12, 2026

Mohammad Hirmand, M.D.

/s/ Richard Maroun Director March 27, 2025

/s/ Richard Maroun

March 12, 2026

Richard Maroun, J.D.

/s/ Emma Reeve Director March 27, 2025

/s/ Emma Reeve

March 12, 2026

/s/ Baiteng Zhao, Ph.D.

Director March 27, 2025

March 12, 2026

Baiteng Zhao, Ph.D.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures