Sutro Biopharma, Inc. 8-K Filing

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Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value STRO The Nasdaq Global Ma

Filing Documents

• stro-20251201.htm (8-K) — 56KB
• stro-ex3_1.htm (EX-3.1) — 16KB
• stro-ex99_1.htm (EX-99.1) — 16KB
• 0001193125-25-306786.txt ( ) — 203KB
• stro-20251201.xsd (EX-101.SCH) — 27KB
• stro-20251201_htm.xml (XML) — 5KB

03 Material Modification to the Rights of Security Holders

Item 3.03 Material Modification to the Rights of Security Holders The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On December 2, 2025, Sutro Biopharma, Inc. (the " Company ") filed a Certificate of Amendment (the " Amendment ") to its Restated Certificate of Incorporation (the " Certificate of Incorporation ") with the Secretary of State of the State of Delaware to implement a 1-for-10 reverse stock split (the " Reverse Stock Split ") of the Company's common stock, par value $0.001 per share (the " Common Stock ") to be effective as of 12:01 am Eastern time on December 3, 2025 (the " Effective Time "). As previously disclosed on the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 10, 2025, the Company's stockholders approved a proposal to authorize the Company's Board of Directors (the " Board ") to implement, at the Board's discretion, a reverse stock split at a ratio not less than 1-for-5 and not greater than 1-for-25, with the exact ratio to be determined within that range at the discretion of the Board. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01 Other Events

Item 8.01 Other Events On November 20, 2025, the Board approved the Reverse Stock Split at a ratio of 1-for-10. On December 3, the Common Stock will begin trading on a split-adjusted basis under a new CUSIP number, 869367201. Upon the Effective Time, every ten shares of the Company's issued and outstanding Common Stock will be automatically combined and reclassified into one issued and outstanding share of Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares will receive the number of shares of Common Stock as rounded up to the nearest whole share. The Reverse Stock Split will not affect any stockholder's ownership percentage of Common Stock (except to the extent that the Reverse Stock Split results in such stockholder owning a fractional share which will be rounded up to the nearest full share), alter the par value of the Common Stock, change the number of authorized shares, or modify any voting rights or other terms of the Common Stock. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options to purchase shares of Common Stock and the number of shares reserved for issuance pursuant to the Company's equity incentive and inducement plans, and employee stock purchase plan. Immediately prior to the Reverse Stock Split, there were approximately 85,193,912 shares of Common Stock outstanding. After the Reverse Stock Split, there will be approximately 8,519,392 shares outstanding. On December 1, 2025, the Company issued a press release announcing that the Board approved the Reverse Stock Split. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 3.1 Certificate of Amendment to Restated Certificate of Incorporation of Sutro Biopharma, Inc. 99.1 Press Release, dated December 1, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Sutro Biopharma, Inc. Date: December 3, 2025 By: /s/ Gregory Chow Gregory Chow Chief Financial Officer

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