Stoke Therapeutics, Inc.
For the period ended Dec 31, 2025. Filed Mar 16, 2026.
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FY2025 · Filed Mar 16, 2026
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Item 9B. Other Information
Trading Arrangements
During the three months ended December 31, 2025, none of our directors or officers, as defined in Rule 16a-1(f), informed us of theadoption, modification ortermination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described in the table below:
| Name | Title | Action | Date | Rule 10b5-1* | Non Rule 10b5-1** | Total Shares to be Sold | Expiration Date(1) |
|---|---|---|---|---|---|---|---|
| Jonathan Allan | General Counsel | Adoption | 11/10/2025 | X | 8,695 | (2) | 3/23/2027 |
| Jennifer Burstein | Director | Adoption | 11/7/2025 | X | 84,773 | 11/7/2027 | |
| Jason Hoitt | Chief Patient Officer | Adoption | 11/24/2025 | X | 40,000 | 3/15/2027 | |
| Adrian Krainer | Director | Adoption | 11/26/2025 | X | 161,888 | (3) | 12/31/2027 |
| Arthur Levin | Director | Adoption | 11/12/2025 | X | 151,490 | 12/31/2028 | |
| Barry Ticho | Chief Medical Officer | Adoption | 11/19/2025 | X | 53,651 | (4) | 12/31/2026 |
*Intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Act.
**Not intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Act.
(1)
Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier of (a) the completion of all purchases or sales or (b) the date listed in the table.
(2)
Theaggregate number of shares of common stock that will be available for sale under the Rule 10b5-1 Plan is not yet determinable because the shares available will be net of shares sold to satisfy tax withholding obligations that arise in connection with the vesting and settlement of certain restricted stock unit and performance stock unit awards subject to the Rule 10b5-1 Plan. As such, for purposes of this disclosure, the aggregate number of shares ofcommon stock available for sale includes 8,695 shares, which reflects the aggregate maximum number of shares underlying such awards and available for sale under the Rule 10b5-1 Plan without excluding the shares that will be sold to satisfy the tax withholding obligations.
(3)
The aggregate number of shares of common stock that will be available for sale under the Rule 10b5-1 Plan is not yet determinable because the shares available will be net of shares sold under Mr. Krainer’s prior Rule 10b5-1 Plan dated August 15, 2025. As such, for purposes of this disclosure, the aggregate number of shares of common stock available for sale includes 121,416 shares, which reflects the aggregate maximum number of shares available for sale under the Rule 10b5-1 Plan without excluding shares that may be sold under such prior Rule 10b5-1 Plan.
(4)
The aggregate number of shares of common stock that will be available for sale under the Rule 10b5-1 Plan is not yet determinable because the shares available will be net of shares sold to satisfy tax withholding obligations that arise in connection with the vesting and settlement of certain restricted stock unit and performance stock unit awards subject to the Rule 10b5-1 Plan. As such, for purposes of this disclosure, the aggregate number of shares of common stock available for sale includes 52,286 shares, which reflects the aggregate maximum number of shares underlying such awards and available for sale under the Rule 10b5-1 Plan without excluding the shares that will be sold to satisfy the tax withholding obligations.
Each new Rule 10b5-1 Plan that was adopted in the above table includes a representation from the director or officer, respectively, to the broker administering the plan that he was not in possession of any material nonpublic information regarding the Company or the securities subject to the Rule 10b5-1 Plan at the time the Rule 10b5-1 Plan was entered into. A similar representation was made to us in connection with the adoption of the Rule 10b5-1 Plan under our insider trading policy. Those representations were made as of the Adoption Date set forth above, and speak only as of that date. In making those representations, there is no assurance with respect to any material nonpublic information of which the directors and officers was unaware, or with respect to any material nonpublic information acquired by the above directors and officers or passage after the date of the representation.
Once executed, transactions under a Rule 10b5-1 Plan adopted during the period described above will be disclosed publicly through Form 4 and/or Form 144 filings with the SEC in accordance with applicable securities laws, rules, and regulations. Except as may be required by law, we do not undertake any obligation to update or report any modification, termination, or other activity under current or future Rule 10b5-1 plans that may be adopted by officers or directors of the Company.
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