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Cue Biopharma, Inc.

For the period ended Dec 31, 2025. Filed Mar 16, 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 16, 2026

CUE$18.76-6.9%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits and Financial Statement Schedules

(a)

List of documents filed as part of this report:

Financial Statements (see “Financial Statements and Supplementary Data” at Item 8 and incorporated herein by reference).

Financial Statement Schedules (Schedules to the Financial Statements have been omitted because the information required to be set forth therein is not applicable or is shown in the accompanying Financial Statements or notes thereto)

Exhibits

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

Incorporated by Reference
ExhibitNumberExhibit DescriptionFiledHerewithFormExhibitFilingDateRegistration/File No.
3.1Amended and Restated Certificate of Incorporation of the Registrant, as amended10-Q3.108/12/2025001-38327
3.2Amended and Restated Bylaws of the RegistrantS-13.512/05/2017333-220550
4.1Specimen Certificate representing shares of common stock of the RegistrantS-14.112/05/2017333-220550
4.2Description of Common Stock of the Registrant Registered Pursuant to Section 12 of the Securities Exchange Act of 1934X
4.3Form of Pre-Funded Warrant to Purchase Common Stock8-K4.112/19/2025001-38327
4.4Form of Warrant to Purchase Common Stock8-K4.212/19/2025001-38327
4.5Form of Pre-Funded Warrant to Purchase Common Stock8-K4.104/15/2025001-38327
4.6Form of Warrant to Purchase Common Stock8-K4.204/15/2025001-38327
4.7Form of Pre-Funded Warrant to Purchase Common Stock8-K4.109/27/2024001-38327
4.8Form of Warrant to Purchase Common Stock8-K4.209/27/2024001-38327
4.9Form of Warrant to Purchase Common Stock or Pre-Funded Warrant8-K4.211/15/2022001-38327
10.1#First Amendment to Collaboration, License and Option Agreement, dated March 15, 2019, between the Registrant and LG CHEM LTD.10-K10.303/09/2021001-38327
10.2#Second Amendment to Collaboration, License and Option Agreement, dated August 5, 2019, between the Registrant and LG CHEM LTD.10-K10.403/09/2021001-38327
10.3#Third Amendment to Collaboration, License and Option Agreement, dated October 29, 2019, between the Registrant and LG CHEM LTD.10-K10.503/09/2021001-38327
10.4#Fourth Amendment to Collaboration, License and Option Agreement, dated December 18, 2019, between the Registrant and LG CHEM LTD.10-K10.603/09/2021001-38327
10.5#Fifth Amendment to Collaboration, License and Option Agreement, dated January 10, 2020, between the Registrant and LG CHEM LTD.10-K10.703/09/2021001-38327
10.6#Sixth Amendment to Collaboration, License and Option Agreement, dated February 14, 2020, between the Registrant and LG CHEM LTD.10-K10.803/09/2021001-38327
10.7#Seventh Amendment to Collaboration, License and Option Agreement, dated May 14, 2020, between the Registrant and LG CHEM LTD.10-K10.903/09/2021001-38327
10.8#Eighth Amendment to Collaboration, License and Option Agreement, dated December 7, 2020, between the Registrant and LG CHEM LTD.10-K10.1003/09/2021001-38327
10.9#Ninth Amendment to Collaboration, License and Option Agreement, dated March 6, 2025, between the Registrant and LG CHEM LTD.10-K10.1103/31/2025001-38327
10.10Form of Indemnification Agreement between the Registrant and its directors and officers10-K10.1203/31/2025001-38327
10.11†Amended and Restated License Agreement by and between the Registrant and Albert Einstein College of Medicine dated July 31, 2017S-110.1112/13/2017333-220550
10.12#Collaboration and License Agreement between the Registrant and Boehringer Ingelheim International GmbH dated April 10, 202510-Q10.205/12/2025001-38327
10.13*Cue Biopharma, Inc. 2025 Stock Incentive Plan8-K99.106/10/2025001-38327
10.14*Form of incentive stock option award under 2025 Stock Incentive PlanX
10.15*Form of non-qualified stock option award under 2025 Stock Incentive PlanX
10.16*Cue Biopharma, Inc. 2016 Omnibus Incentive Plan, as amended and restatedS-110.1309/21/2017333-220550
10.17*Form of stock option award under 2016 Omnibus Incentive Plan10-Q10.108/14/2024001-38327
10.18*Cue Biopharma, Inc. 2016 Non-Employee Equity Incentive PlanS-110.1509/21/2017333-220550
10.19*Form of stock option award under 2016 Non-Employee Equity Incentive Plan10-Q10.208/14/2024001-38327
10.20*Director Compensation Policy effective December 3, 2025X
10.21*Executive Employment Agreement between the Registrant and Colin G. Sandercock dated as of November 15, 2017S-110.2212/04/2017333-220550
10.22†Collaboration, License and Option Agreement between the Registrant and LG Chem, Ltd. dated November 6, 20188-K10.112/26/2018001-38327
10.23*Amendment No. 1 to Cue Biopharma, Inc. 2016 Omnibus Incentive Plan10-K10.1603/12/2020001-38327
10.24*Third Amended and Restated Executive Employment Agreement dated March 4, 2021 between the Company and Daniel Passeri10-K10.2603/09/2021001-38327
10.25*Executive Employment Agreement dated August 21, 2020 between Registrant and Kerri-Ann Millar8-K10.108/24/2020001-38327
10.26*#Executive Employment Agreement, dated September 28, 2025, between the Registrant and Usman Azam10-Q10.111/12/2025001-38327
10.27*Executive Employment Agreement, dated September 1, 2024, as amended, between the Registrant and Lucinda WarrenX
10.28*Separation and Release of Claims Agreement, dated November 17, 2025, between the Registrant and Matteo LevisettiX
10.29*Separation and Release of Claims Agreement, dated September 27, 2025, between the Registrant and Daniel Passeri10-Q10.211/12/2025001-38327
10.30*#Advisor Agreement, dated September 27, 2025, between the Registrant and Daniel Passeri10-Q10.311/12/2025001-38327
10.31#First Amendment to the Amended and Restated License Agreement with Albert Einstein College of Medicine dated October 30, 201810-K10.3003/09/2021001-38327
10.32Open Market Sale AgreementSM, dated October 1, 2021, by and between Cue Biopharma, Inc. and Jefferies LLC10-Q10.111/09/2021001-38327
10.33License Agreement, dated March 28, 2022, between Cue Biopharma, Inc. and MIL 40G, LLC8-K10.103/30/2022001-38327
10.34First Amendment to the License Agreement, dated May 3, 2022, between Cue Biopharma, Inc. and MIL 40G, LLC10-Q10.108/04/2022001-38327
10.35Rider to License Agreement, dated as of July 7, 2022, between Cue Biopharma, Inc. and MIL 40G, LLC10-Q10.208/04/2022001-38327
10.36First Amendment to Rider to License Agreement, dated May 3, 2024, between Cue Biopharma, Inc. and MIL 40G, LLC10-K10.3103/31/2025001-38327
10.37Second Amendment to Rider to License Agreement, dated November 20, 2024, between Cue Biopharma, Inc. and MIL 40G, LLC10-K10.3203/31/2025001-38327
10.38Second Amendment to the License Agreement, dated June 30, 2025, between Cue Biopharma, Inc. and MIL 40G, LLC10-Q10.208/12/2025001-38327
10.39Termination of License Agreement, dated September 9, 2022, between Cue Biopharma, Inc. and MIL 21E, LLC10-Q10.111/14/2022001-38327
10.40Form of Securities Purchase Agreement, dated November 14, 2022, by and among the Company and the other parties thereto8-K10.111/15/2022001-38327
10.41Registration Rights Agreement, dated November 14, 2022, by and among the Company and the other parties thereto8-K10.211/15/2022001-38327
10.42Waiver and First Amendment to Loan and Security Agreement, dated April 10, 2023, by and between Cue Biopharma, Inc. and Silicon Valley Bridge Bank, N.A., as successor in interest to Silicon Valley Bank10-Q10.205/09/2023001-38327
10.43Second Amendment to Loan and Security Agreement, dated October 2, 2024, by and between Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, and Cue Biopharma, Inc.8-K10.110/4/2024001-38327
10.44*Amendment No. 2 to Cue Biopharma, Inc. 2016 Omnibus Incentive Plan10-Q10.108/08/2023001-38327
10.45*Amendment No. 1 to Cue Biopharma, Inc. 2016 Non-Employee Equity Incentive Plan10-Q10.208/08/2023001-38327
10.46*Consulting Agreement effective June 7, 2023 entered into between Cue Biopharma, Inc. and Peter A Kiener, D.Phil10-Q10.308/08/2023001-38327
10.47*Amendment No. 1 to Consulting Agreement between Cue Biopharma, Inc. and Peter A. Kiener, dated September 1, 202310-Q10.111/03/2023001-38327
10.48#Second Amendment to the Amended and Restated License Agreement with Albert Einstein College of Medicine dated January 13, 202410-K10.3803/28/2024001-38327
10.49#Collaboration and License Agreement with ImmunoScape Pte. Ltd. dated November 6, 2025X
10.50#Third Amendment to the Amended and Restated License Agreement with Albert Einstein College of Medicine dated April 10, 202510-Q10.305/12/2025001-38327
10.51*Form of inducement stock option award10-K10.4303/31/2025001-38327
19.1Amended and Restated Insider Trading Policy effective March 21, 202510-K19.103/31/2025001-38327
21.1List of SubsidiariesX
23.1Consent of RSM US LLP, Independent Registered Public Accounting FirmX
24.1Power of Attorney (included on signature page)X
31.1Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934X
31.2 · Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 · X
32.1 · Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 · X
97.1*Compensation Recovery Policy10-K97.103/28/2024001-38327
101.INSInline eXtensible Business Reporting Language (XBRL) Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentX
101.SCHInline XBRL Taxonomy Extension Schema with Embedded Linkbase DocumentsX
104Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)X

*Indicates management compensatory plan, contract or arrangement.

† Confidential treatment has been granted as to portions of this exhibit. Confidential materials omitted and filed separately with the Securities and Exchange Commission.

Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.