Sutro Biopharma Inc 2025年度报告

For the fiscal year ended December 31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission File Number 001-38662 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 issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 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 90days.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 emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of theExchange Act. 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 revisedfinancial 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 overfinancial 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 reflectthe 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 ofthe 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☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant on June 30, 2025 (the last business day of theRegistrant’s second fiscal quarter), based upon the closing price of $7.10 of the Registrant’s common stock as reported on The Nasdaq Global Market, was approximately$60.0 million.The number of shares of the registrant’s common stock outstanding as of March 16, 2026, was 16,567,238. DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s definitive proxy statement to be filed for its 2026 Annual Meeting of Stockholders are incorporated by reference into Part III hereof. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K. Sutro Biopharma, Inc.ANNUAL REPORT ON FORM 10-KTABLE OF CONTENTS PART I 6ITEM 1.Business6ITEM 1A.Risk Factors36ITEM 1B.Unresolved Staff Comments95ITEM 1C.Cybersecurity95ITEM 2.Properties97ITEM 3.Legal Proceedings97ITEM 4.Mine Safety Disclosures97PART II98ITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases ofEquity Securities98ITEM 6.[Reserved]98ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations99ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk113ITEM 8.Financial Statements and Supplementary Data115ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure154ITEM 9A.Controls and Procedures154ITEM 9B.Other Information155ITEM 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections155PART III156ITEM 10.Directors, Executive Officers of the Registrant and Corporate Governance156ITEM 11.Executive Compensation156ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters156ITEM 13.Certain Relationships and Related Transactions, and Director Independence156ITEM 14.Principal Accounting Fees and Services156PART IV157ITEM 15.Exhibits and Financial Statement Schedules157ITEM 16.Form 10-K Summary161Signatures162 Forward-Looking Statements This Annual Report on Form 10-K, or Annual Report, contains forward-looking statements within the meaning ofSection 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and section 27A of theSecurities Act of 1933, as amended, or the Securities Act. All statements c