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Septerna, Inc.

For the period ended Dec 31, 2025. Filed Mar 9, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 9, 2026

SEPN$52.34+3.2%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 15. Exhibits and Financial Statement Schedules

(a)

Financial Statements. The financial statements of Septerna, Inc. and the report of Ernst & Young LLP, Independent Registered Public Accounting Firm, are included in a separate section of this Annual Report on Form 10-K beginning on page F-1. All financial statement schedules are omitted because the information is inapplicable or the information required is presented in our financial statements and notes thereto.

(b)

Exhibits. The following is a list of exhibits filed as part of this Annual Report on Form 10-K:

Incorporated by Reference
ExhibitNumberDescriptionFormFile No.ExhibitFiling Date
3.1Amended and Restated Certificate of Incorporation of the Registrant.8-K001-423823.1October 28, 2024
3.2Amended and Restated Bylaws of the Registrant.8-K001-423823.2October 28, 2024
4.1†Amended and Restated Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders, dated as of June 28, 2023S-1333-2824694.1October 24, 2024
4.2Specimen Common Stock CertificateS-1333-2824694.2October 24, 2024
4.3*Description of Securities of the Registrant
10.1#2021 Stock Option and Grant Plan, as amended, and forms of award agreements thereunderS-1333-28246910.1October 21, 2024
10.2#2024 Stock Option and Incentive Plan and forms of award agreements thereunderS-1333-28246910.2October 21, 2024
10.3#2024 Employee Stock Purchase PlanS-1333-28246910.3October 21, 2024
10.4#Form of Non-Employee Director Indemnification Agreement, by and between the Registrant and each of its non-employee directorsS-1333-28246910.4October 21, 2024
10.5#Form of Employee Director / Officer Indemnification Agreement, by and between the Registrant and each of its executive officersS-1333-28246910.5October 21, 2024
10.6#†Employment Agreement, by and between the Registrant and Jeffrey Finer, dated as of September 9, 2022S-1333-28246910.6October 21, 2024
10.7#†Employment Agreement, by and between the Registrant and Ran Xiao, dated as of January 18, 2022S-1333-28246910.7October 21, 2024
10.8#†Employment Agreement, by and between the Registrant and Liz Bhatt, dated as of May 20, 2022S-1333-28246910.8October 21, 2024
10.9#†Employment Agreement, by and between the Registrant and Jae B. Kim, dated as of September 4, 2024S-1333-28246910.9October 21, 2024
10.10#†Employment Agreement, by and between the Registrant and Samira Shaikhly, dated as of December 22, 2022S-1333-28246910.10October 21, 2024
10.11#†Employment Agreement, by and between the Registrant and Uwe Klein, dated as of February 17, 2021S-1333-28246910.11October 21, 2024
10.12#†Employment Agreement, by and between the Registrant and Daniel Long, dated as of September 27, 2021S-1333-28246910.12October 21, 2024
10.13#Amended and Restated Non-Employee Director Compensation Policy10-Q001-4238210.1November 10, 2025
10.14#Senior Executive Cash Incentive Bonus PlanS-1333-28246910.14October 21, 2024
10.15#Offer Letter, by and between the Company and Gil M. Labrucherie, dated as of December 6, 2024.8-K001-4238210.1January 6, 2025
10.16#Executive Severance Plan of the RegistrantS-1333-28246910.16October 21, 2024
10.17†Lease Agreement, by and between the Registrant and Britannia Pointe Grant Limited Partnership, dated as of April 20, 2021, as amended by the First Amendment to Lease Agreement dated as of September 14, 2022, Second Amendment to Lease Agreement dated as of September 23, 2022, Third Amendment to Lease Agreement dated as of December 22, 2022, and Fourth Amendment to Lease Agreement dated as of December 12, 2023S-1333-28246910.17October 21, 2024
10.18Service Agreement, by and between the Registrant and Third Rock Ventures, LLC, dated as of August 25, 2021S-1333-28246910.18October 21, 2024
10.19**Novo Collaboration Agreement, between the Registrant and Novo Nordisk A/S, dated as of May 13, 202510-Q001-4238210.1August 11, 2025
10.20*#Employment Agreement, by and between the Registrant and Mark Wilson, dated as of January 6, 2026
19.1Insider Trading Policy of the Registrant10-K001-4238219.1March 27, 2025
21.1Subsidiaries of the RegistrantS-1333-28246921.1October 21, 2024
23.1*Consent of Independent Registered Public Accounting Firm
24.1*Power of Attorney (included on signature page)
31.1*Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*+Certifications of 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.
97.1#Compensation Recovery Policy of the RegistrantS-1333-28246910.15October 21, 2024
101.INS*Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH*Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104*Cover Page formatted as Inline XBRL and contained in Exhibit 101
  • Filed herewith.

** Portions of this exhibit (indicated by asterisks) have been omitted in accordance with the rules of the SEC because the Registrant has determined that information is both not material and is the type that the registrant treats as private or confidential.

  • The certifications furnished in Exhibit 32.1 hereto are deemed to be furnished with this Annual Report and will not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.
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