CYTOKINETICS INC
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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EXHIBIT INDEX
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit · Exh. · Filed | |||||
| No. · Exhibits · Form · File No. · Filing Date · No. · Herewith | |||||
| 3.1 | Amended and Restated Certificate of Incorporation. | S-3 | 333-174869 | June 13, 2011 | 3.1 |
| 3.2 | Certificate of Amendment of Amended and Restated Certificate of Incorporation. | 10-Q | 000-50633 | August 4, 2011 | 3.2 |
| 3.3 | Certificate of Amendment of Amended and Restated Certificate of Incorporation. | 8-K | 000-50633 | June 25, 2013 | 5.1 |
| 3.4 | Certificate of Amendment of Amended and Restated Certificate of Incorporation | 8-K | 000-50633 | May 20, 2016 | 3.1 |
| 3.5 | Certificate of Amendment of Amended and Restated Certificate of Incorporation | 10-Q | 000-50633 | August 3, 2023 | 3.5 |
| 3.6 | Certificate of Amendment of Amended and Restated Certificate of Incorporation | 10-Q | 000-50633 | August 7, 2025 | 3.6 |
| 3.7 | Amended and Restated Bylaws. | 8-K | 000-50633 | November 17, 2023 | 3.1 |
| 4.1 | Specimen Common Stock Certificate. | 10-Q | 000-50633 | May 9, 2007 | 4.1 |
| 4.2 | Base Indenture, dated November 13, 2019, between the Company and U.S. Bank National Association, as Trustee | 8-K | 000-50633 | November 13, 2019 | 4.1 |
| 4.3 | First Supplemental Indenture, dated November 13, 2019, between the Company and U.S. Bank National Association, as Trustee (including the form of 4.00% Convertible Senior Note due 2026) | 8-K | 000-50633 | November 13, 2019 | 4.2 |
| 4.4 | Indenture, dated July 6, 2022, between the Company and U.S. Bank Trust Company, National Association, as Trustee (including the form of 3.50% Convertible Senior Notes due 2027) | 8-K | 000-50633 | July 6, 2022 | 4.1 |
| 4.6 | Indenture, dated as of September 19, 2025, between the Company and U.S. Bank Trust Company, National Association, as Trustee (including the form of 1.75% Convertible Senior Notes due 2031) | 8-K | 000-50633 | September 22, 2025 | 4.1 |
| 4.5 | Description of Securities | 10-K | 000-50633 | March 1, 2023 | 4.6 |
| 4.6 | Certificate of Designation | 8-K | 000-50633 | April 18, 2011 | 4.5 |
| 4.7 | Certificate of Designation | 8-K | 000-50633 | June 30, 2012 | 4.1 |
| 4.8 | Certificate of Change of Registered Agent | 10-K | 000-50633 | March 1, 2023 | 4.9 |
| 10.1 | Lease, dated July 24, 2019, by and between the Company and KR Oyster Point 1, LLC | 10-Q | 000-50633 | November 1, 2019 | 10.52 |
| 10.2 | First Amendment to Lease, dated May 12, 2020, by and between the Company and KR Oyster Point 1, LLC | 10-K | 000-50633 | February 26, 2021 | 10.59 |
| 10.3 | Second Amendment to Lease, dated January 26, 2021, by and between the Company and KR Oyster Point 1, LLC | 10-K | 000-50633 | February 26, 2021 | 10.60 |
| 10.4 | Third Amendment to Lease, dated November 12, 2021, by and between the Company and KR Oyster Point 1, LLC | 10-K | 000-50633 | February 25, 2022 | 10.4 |
| 10.5 | Fourth Amendment to Lease, dated October 12, 2022, by and between the Company and KR Oyster Point 1, LLC | 10-K | 000-50633 | March 1, 2023 | 10.5 |
| 10.6 | Fifth Amendment to Lease, dated November 27, 2023, by and between the Company and KR Oyster Point 1, LLC | 10-K | 000-50633 | February 28, 2024 | 10.6 |
| 10.7 | Sixth Amendment to Lease, dated July 30, 2024, by and between the Company and KR Oyster Point 1, LLC | 10-Q | 000-50633 | November 7, 2024 | 10.2 |
| 10.8 | Form of Indemnification Agreement between the Company and each of its directors and executive officers | 10-Q | 000-50633 | August 5, 2008 | 10.1 |
| 10.9+ | Amended and Restated Executive Employment Agreement, dated May 21, 2007, by and between the Company and Robert Blum | 10-Q | 000-50633 | August 5, 2008 | 10.69 |
| 10.10+ | Form of Amendment No. 1 to Amended and Restated Executive Employment Agreements | 10-K | 000-50633 | March 12, 2009 | 10.68 |
| 10.11+ · Amended and Restated 2004 Equity Incentive Plan · X | ||||||
|---|---|---|---|---|---|---|
| 10.12+ | Amended and Restated 2015 Employee Stock Purchase Plan | S-8 | 000-50633 | June 3, 2024 | 99.1 | |
| 10.13+ | Form of Option Agreement (Employee Annual Grant) | 10-K | 000-50633 | March 1, 2023 | 10.11 | |
| 10.14+ | Form of Option Agreement (New Hire Inducement) | 10-K | 000-50633 | March 1, 2023 | 10.12 | |
| 10.15+ | Form of Option Agreement (Director Annual Grant) | 10-K | 000-50633 | March 1, 2023 | 10.13 | |
| 10.16+ | Form of Option Agreement (Director Onboarding) | 10-K | 000-50633 | March 1, 2023 | 10.14 | |
| 10.17+ | Form of Restricted Stock Unit Award Agreement (Employee Annual Grant) | 10-K | 000-50633 | March 1, 2023 | 10.15 | |
| 10.18+ | Form of Restricted Stock Unit Award Agreement (Director Annual Grant) | 10-K | 000-50633 | March 1, 2023 | 10.17 | |
| 10.19+ | Form of Executive Employment Agreement between the Company and its executive officers | 10-K | 000-50633 | March 7, 2014 | 10.39 | |
| 10.20# | License and Collaboration Agreement, dated July 14, 2020, by and between the Company and Genzyme Corporation (as assignee of Corxel Pharmaceuticals Limited (f/k/a Ji Xing Pharmaceuticals Limited)) | 10-Q/A | 000-50633 | March 11, 2021 | 10.1 | |
| 10.21# | Amendment to License and Collaboration Agreement, dated December 17, 2024, by and between the Company and Genzyme Corporation (as assignee of Corxel Pharmaceuticals Limited (f/k/a Ji Xing Pharmaceuticals Limited)) | 10-K | 000-50633 | February 27, 2025 | 10.21 | |
| 10.22# | License and Collaboration Agreement, dated November 18, 2024, by and between the Company and Bayer Consumer Care AG | 10-K | 000-50633 | February 27, 2025 | 10.22 | |
| 10.23 | Amendment No. 1 to the Collaboration and License Agreement, dated November 18, 2024, by and between the Company and Bayer Consumer Care AG | X | ||||
| 10.24# | Development Funding Loan Agreement, dated January 7, 2022, by and among Royalty Pharma Development Funding, LLC and the Company | 10-K | 000-50633 | February 25, 2022 | 10.18 | |
| 10.25 | First Amendment to Development Funding Loan Agreement, dated June 30, 2022, by and among Royalty Pharma Development Funding, LLC and the Company | 10-K | 000-50633 | March 1, 2023 | 10.22 | |
| 10.26 | Second Amendment to Development Funding Loan Agreement, dated December 8, 2022, by and among Royalty Pharma Development Funding, LLC and the Company | 10-K | 000-50633 | March 1, 2023 | 10.23 | |
| 10.27# | Third Amendment to Development Funding Loan Agreement, dated May 22, 2024, by and among Royalty Pharma Development Funding, LLC and the Company | 10-Q | 000-50633 | August 9, 2024 | 10.3 | |
| 10.28# | Royalty Purchase Agreement, dated February 1, 2017, by and between the Company and RPI Finance Trust | 10-K | 000-50633 | March 6, 2017 | 10.44 | |
| 10.29# | Amendment No. 1 to Royalty Purchase Agreement, dated January 7, 2022, by and between the Company and RPI Finance Trust | 10-K | 000-50633 | February 25, 2022 | 10.20 | |
| 10.30# | Revenue Participation Right Purchase Agreement, dated January 7, 2022, by and between the Company and Royalty Pharma Investments 2019 ICAV | 10-K | 000-50633 | February 25, 2022 | 10.21 | |
| 10.31# | Amendment No. 1, dated May 22, 2024, to Revenue Participation Right Purchase Agreement, dated January 7, 2022, by and between the Company and Royalty Pharma Investments 2019 ICAV | 10-Q | 000-50633 | August 9, 2024 | 10.4 | |
| 10.32# | 2024 Development Funding Loan Agreement, dated May 22, 2024, by and between the Company and Royalty Pharma Development Funding, LLC | 10-Q | 000-50633 | August 9, 2024 | 10.5 | |
| 10.33# | Ulacamten Revenue Participation Right Purchase Agreement, dated May 22, 2024, by and between the Company and Royalty Pharma Investments 2019 ICAV | 10-Q | 000-50633 | August 9, 2024 | 10.6 | |
| 10.34+ | Description of Director Compensation | X | ||||
| 10.35+ | Cytokinetics, Incorporated Executive Severance Plan and Summary Plan Description | 8-K | 000-50633 | October 3, 2023 | 10.1 | |
| 19.1 | Insider Trading Policies and Procedures | 10-K | 000-50633 | February 27, 2025 | 19.1 | |
| 23.1 | Consent of independent registered public accounting firm | X | ||||
| 24.1 | Power of Attorney (included in the signature page to this report) | X | ||||
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 · Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 · X | ||||||
|---|---|---|---|---|---|---|
| 32.1 · Certifications of the Principal Executive Officer, the Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (1) · X | ||||||
| 97.1 | Incentive Compensation Recoupment Policy | 10-K | 000-50633 | February 27, 2025 | 97.1 | |
| 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 With Embedded Linkbase Document | X | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL in Exhibit 101) | X | ||||
Portions of this Exhibit have been omitted as being immaterial and would be competitively harmful if publicly disclosed or is of the type of information Cytokinetics treats as confidential.
- Management contract or compensatory plan.
(1)
This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.
(b)
Exhibits
The exhibits listed under Item 15(a)(3) hereof are filed as part of this Form 10-K, other than Exhibit 32.1 which shall be deemed furnished.
(c)
Financial Statement Schedules
None — All financial statement schedules are omitted because the information is inapplicable or presented in the notes to the financial statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.