UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1413, 2025

SPYRE THERAPEUTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-37722	46-4312787
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)


221 Crescent Street
Building 23
Suite 105
Waltham, MA		02453
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 617 651-5940

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	TradingSymbol(s)	Name of each ~~exchangeon~~exchange on which registered
Common Stock, $0.0001 Par Value Per Share	SYRE	The Nasdaq Stock Market LLC ~~(Nasdaq Global Select Market)~~
		(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 2 1.0201 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition.~~Agreement

On October 1413, 2025, Spyre Therapeutics, Inc. (the “Company”) ~~announced~~entered ~~that~~into ~~while~~an underwriting agreement (the ~~Company~~“Underwriting ~~has~~Agreement”) ~~not~~with ~~finalized~~Jefferies ~~its~~LLC, ~~full~~TD ~~financial~~Securities ~~results~~(USA) ~~for~~LLC, ~~the~~Leerink ~~quarter~~Partners ~~ended~~LLC ~~September~~and Stifel, Nicolaus 30& Company, ~~2025~~Incorporated, as the ~~Company~~representatives ~~expects~~of the underwriters named therein (the “Underwriters”), relating to ~~report~~the ~~that~~offer itand ~~had~~sale ~~approximately~~(the “Offering”) of 14,864,865 shares of the Company’s common stock, par value $~~486~~0.~~2 million~~0001 per share (the “Common Stock”), at a public offering price of ~~cash~~$18.50 per share. In addition, ~~cash~~the ~~equivalents~~Company ~~and~~granted ~~marketable~~the ~~securities~~Underwriters asa 30-day option (the “Option”) to purchase up to an additional 2,229,729 shares of ~~September~~Common Stock on the same terms and conditions as the Common Stock sold in the Offering, which the Underwriters exercised in full on October 3014, 2025. The Offering closed on October 15, 2025.

~~This~~The ~~amount~~gross isproceeds ~~preliminary,~~to ~~has~~the ~~not~~Company ~~been~~from ~~audited~~the ~~and~~Offering iswere ~~subject~~approximately to$316.2 million, ~~completion~~before ofdeducting ~~the~~underwriting ~~Company’s~~discounts ~~financial~~and ~~closing~~commissions ~~procedures~~and estimated offering expenses. The Company’s ~~independent~~intends ~~registered~~to ~~public~~use ~~accounting~~the ~~firm~~net ~~has~~proceeds ~~not~~of ~~audited,~~the ~~reviewed~~offering orto ~~performed~~continue ~~any~~to ~~procedures~~advance ~~with~~its ~~respect~~programs toin ~~this~~inflammatory ~~preliminary~~bowel ~~information~~disease and, ~~accordingly~~rheumatic diseases, ~~does~~including ~~not~~to ~~express~~fund anpreclinical ~~opinion~~studies, orclinical ~~any~~trials, ~~other form of assurance with respect thereto. Consequently~~manufacturing, ~~this~~and ~~amount~~Phase ~~may~~3 ~~differ~~readiness ~~materially~~activities ~~from~~in ~~the~~support ~~amount~~of ~~that~~its ~~will~~antibody beprograms, ~~reflected~~as inwell ~~the~~as ~~Company’s~~for ~~unaudited~~working ~~consolidated~~capital ~~balance~~and ~~sheet~~general ascorporate ~~of September 30, 2025~~purposes.

~~Forward~~The Offering was made pursuant to the Company’s shelf registration statement on Form S-~~Looking~~3 ~~Statements~~(File No. 333-285341), which was previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2025, and became effective on March 7, 2025. A final prospectus supplement dated October 13, 2025, relating to and describing the terms of the Offering was filed with the SEC on October 14, 2025.

~~This~~The ~~Current~~Underwriting ~~Report~~Agreement ~~on Form 8-K~~ contains ~~“forward-looking”~~customary ~~statements~~representations within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K, other than statements of historical fact are forward-looking statements. These forward-looking statements include statements regarding the Company’s cash guidance. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “predict,” “target,” “intend,” “could,” “would,” “should,” “project,” “plan,” “expect,” the negatives of these terms, and ~~similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements~~warranties, ~~although~~agreements not all forward-looking statements contain these identifying words. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and ~~uncertainties include~~obligations, ~~but are not limited, the expected or potential impact of macroeconomic~~ conditions, ~~including~~to ~~inflationary~~closing ~~pressures, rising interest rates, general economic slowdown or a recession, changes in tariff/trade~~ and ~~monetary~~termination ~~policy,~~provisions. ~~volatile~~In ~~market conditions, financial institution instability, as well as geopolitical instability, including~~ the ~~ongoing~~Underwriting ~~military conflicts between Ukraine and Russia~~Agreement, ~~conflicts in~~ the ~~Middle~~Company ~~East,~~agreed ~~and~~to ~~geopolitical~~indemnify ~~tensions between~~ the ~~United~~Underwriters ~~States~~against ~~and~~certain ~~other countries~~liabilities, including ~~China,~~liabilities on the Company’s operations; the implementation of changes in law, tariffs, sanctions, export or import controls, and other government measures that could impact our business operations, including restricting international trade by the United States, China or other countries and the BIOSECURE Act or similar act if passed into law and to those uncertainties and factors described under the ~~heading “Risk Factors,” “Risk Factor Summary” and “Note about Forward-Looking Statements” in Spyre’s most recent Quarterly Report on Form 10-Q filed with the~~ Securities ~~and~~Act ~~Exchange~~of ~~Commission~~1933, as ~~well as discussions of potential risks~~amended, ~~uncertainties,~~or ~~and other important factors included in other filings by the Company from time~~ to ~~time.~~contribute ~~Should~~payments ~~one~~that ~~or more of these risks or uncertainties materialize, or should any of~~ the ~~Company’s~~Underwriters ~~assumptions prove incorrect, actual results~~ may ~~vary in material respects from those projected in these forward-looking statements. Nothing in this Current Report on Form 8-K should~~ be ~~regarded~~required as a representation by any person that the forward-looking statements set forth therein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this Current Report on Form 8-K, which speak only as of the date they are made and are qualified in their entirety by reference to ~~the cautionary statements herein. The Company does not undertake or accept any duty to~~ make ~~any~~because ~~updates or revisions to any forward-looking statements. This Current Report on Form 8-K does not purport to summarize all~~ of ~~the~~such ~~conditions, risks and other attributes of an investment in the Company~~liabilities.

~~The~~A ~~information~~copy ~~in this Item 2.02 shall not be deemed to be “filed” for purposes~~ of ~~Section 18 of~~ the ~~Securities~~Underwriting ~~Exchange~~Agreement ~~Act~~is offiled ~~1934,~~ as ~~amended~~Exhibit ~~(the~~1.1 ~~“Exchange~~and ~~Act”),~~is ~~or otherwise subject to the liabilities of that section, nor shall it be deemed~~ incorporated herein by reference. inThe ~~any~~foregoing ~~filing~~description ~~under~~of the ~~Exchange~~Underwriting ~~Act~~Agreement ordoes ~~under~~not ~~the~~purport ~~Securities~~to ~~Act~~be ofcomplete ~~1933,~~and asis ~~amended,~~qualified ~~except~~in asits ~~expressly~~entirety ~~provided~~ by ~~specific~~ reference into such ~~filing~~exhibit.

An opinion dated October 15, 2025 relating to the legality of the issuance and sale of the Common Stock in the Offering is filed herewith as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

1.1		Underwriting Agreement, by and among the Company and Jefferies LLC, TD Securities (USA) LLC, Leerink Partners LLC and Stifel, Nicolaus & Company, Incorporated, dated as of October 13, 2025

5.1		Opinion of Ropes & Gray LLP

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SPYRE THERAPEUTICS, INC.

Date: October 14, 2025

/s/ Cameron Turtle

Date: October 15, 2025

/s/ Cameron Turtle

Cameron Turtle Chief Executive Officer

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