Skip to main content

Gossamer Bio, Inc.

For the period ended Dec 31, 2025. Filed Mar 17, 2026.

View on SEC.gov

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 17, 2026

GOSS$10.65+9.0%Stored close · as of Nov 9, 2026

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

See the whole filing, with its images and exhibits
Contents

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

For the fiscal year ended December 31, 2025

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number:001-38796

(Exact name of Registrant as specified in its charter)

Delaware47-5461709
(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)
3115 Merryfield Row, Suite 120San Diego, California92121
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (858)684-1300

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTradingSymbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par value per shareGOSSNasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No ☒

As of June 28, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $270.8 million, based on the closing price of the registrant’s common stock on the Nasdaq Global Select Market of $1.23 per share.

As of March 10, 2026, the registrant had 234,696,281 shares of common stock ($0.0001 par value) outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain sections of the registrant’s definitive proxy statement for the 2026 annual meeting of stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after end of this fiscal year covered by this Form 10-K are incorporated by reference into Part III of this Form 10-K.

TABLE OF CONTENTS

PART I
Item 1Business3
Item 1ARisk Factors30
Item 1BUnresolved Staff Comments78
Item 1CCybersecurity78
Item 2Properties80
Item 3Legal Proceedings80
Item 4Mine Safety Disclosures80
PART II
Item 5Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities81
Item 6Reserved81
Item 7Management's Discussion and Analysis of Financial Condition and Results of Operations81
Item 7AQuantitative and Qualitative Disclosures About Market Risk91
Item 8Financial Statements and Supplementary Data91
Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure91
Item 9AControls and Procedures91
Item 9BOther Information92
Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections92
PART III
Item 10Directors, Executive Officers and Corporate Governance93
Item 11Executive Compensation93
Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters93
Item 13Certain Relationships and Related Transactions, and Director Independence93
Item 14Principal Accounting Fees and Services93
PART IV
Item 15Exhibits, Financial Statement Schedules94
Signatures
ContentsView on SEC.gov

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