S-8

As filed with the Securities and Exchange Commission on February 19, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SPYRE THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

___________________________________________________________________________________________________

Delaware		46-4312787
(State or Other Jurisdiction of Incorporation)		(IRS Employer Identification No.)
	221 Crescent Street Building 23 Suite 105
	Waltham, Massachusetts 02453
	(Address of Principal Executive Offices, Zip Code)

Spyre Therapeutics, Inc. 2016 Equity Incentive Plan, As Amended and Restated

(Full title of the plans)

Heidy King-Jones

Chief Legal Officer and Corporate Secretary

Spyre Therapeutics, Inc.

221 Crescent Street

Building 23

Suite 105

Waltham, Massachusetts 02453

617-651-5940

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Thomas Danielski

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199

617-951-7000

___________________________________________________________________________________________________

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 Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by Spyre Therapeutics, Inc. (f/k/a Aeglea BioTherapeutics, Inc.) (the “Registrant”) pursuant to General Instruction E to Form S-8, under the Securities Act of 1933, as amended, to register an additional 4,711,544 shares of common stock, par value $0.0001 per share (“Common Stock”), issuable under the Registrant’s Equity Incentive Plan (as amended and restated, the “2016 Plan”), pursuant to Section 2.4 of the 2016 Plan providing for an automatic increase in the number of shares reserved for issuance under such plan.

The information contained in the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission (“SEC”) on April 7, 2016 (Registration No. 333-210633), March 23, 2017 (Registration No. 333-216903), March 13, 2018 (Registration No. 333-223614), March 7, 2019 (Registration No. 333-230137), February 24, 2020 (Registration No. 333-236584), March 18, 2021 (Registration No. 333-254430), March 8, 2022 (Registration No. 333-263357), March 2, 2023 (Registration No. 333-270208), December 22, 2023 (Registration No. 333-276256), February 29, 2024 (Registration No. 333-277542), and February 27, 2025 (Registration No. 333-285332), together with all exhibits filed therewith or incorporated therein by reference, are hereby incorporated by reference pursuant to General Instruction E to Form S-8, and the shares of Common Stock registered hereunder are in addition to the shares of Common Stock registered on such registration statements with respect to the 2016 Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

The documents containing the information required by Part I of Form S-8 (plan information and registrant information and employee plan annual information) will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents need not be filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

Item 8. Exhibits

Exhibit Number	Exhibit Description
4.1	Second Amended and Restated Certificate of Incorporation of the Registrant, effective as of May 14, 2024 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on May 15, 2024).
4.2	Amended and Restated Bylaws of the Registrant, effective as of February 1, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 5, 2024).
5.1*	Opinion of Ropes & Gray LLP.
23.1*	Consent of KPMG LLP.
23.2*	Consent of PricewaterhouseCoopers LLP.
23.3*	Consent of Ropes & Gray LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included on the signature page of this Registration Statement).
99.1	Spyre Therapeutics, Inc. 2016 Equity Incentive Plan, As Amended and Restated Effective November 21, 2023 (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 filed on December 22, 2023).
107*	Filing Fee Table.

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Waltham, Massachusetts, on this 19th day of February, 2026.

			SPYRE THERAPEUTICS, INC.
Date:	February 19, 2026	By:	/s/ Cameron Turtle, DPhil
			Name: Cameron Turtle, DPhil Title: Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dr. Cameron Turtle, Mr. Scott Burrows and Ms. Heidy King-Jones, jointly and severally, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Cameron Turtle, DPhil	Chief Executive Officer and Director	February 19, 2026
Cameron Turtle, DPhil	(Principal Executive Officer)
/s/ Scott Burrows	Chief Financial Officer	February 19, 2026
Scott Burrows	(Principal Financial Officer and Principal Accounting Officer)
/s/ Jeffrey W. Albers	Chairman of the Board	February 19, 2026
Jeffrey W. Albers
/s/ Peter Harwin	Director	February 19, 2026
Peter Harwin
/s/ Michael Henderson, M.D.	Director	February 19, 2026
Michael Henderson, M.D.
/s/ Tomas Kiselak	Director	February 19, 2026
Tomas Kiselak
/s/ Mark McKenna	Director	February 19, 2026
Mark McKenna
/s/ Sandra Milligan	Director	February 19, 2026
Sandra Milligan
/s/ Laurie Stelzer	Director	February 19, 2026
Laurie Stelzer

EX-FILING FEES

Calculation of Filing Fee Tables

FORM S-8 

(Form Type)

Spyre Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title (1)	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common stock, par value $0.0001 per share	Rule 457(a) (2)	4,711,544 (3)	$34.26	$161,417,497.44	0.0001381	$22,291.76
Total Offering Amounts					$161,417,497.44		$22,291.76
Total Fee Offsets							—
Net Fee Due							$22,291.76

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock, par value $0.0001 (the “Common Stock”), that may be issued pursuant to the Registrant’s 2016 Equity Incentive Plan (as amended and restated, the “2016 Plan”), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that increases the number of the outstanding shares of the Registrant’s Common Stock.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and based on the average of the high and low sale prices of the Common Stock, as quoted on The Nasdaq Global Select Market, on February 12, 2026.

(3) Represents 4,711,544 additional shares of Common Stock to be registered and available for grant under the 2016 Plan resulting from the annual 5% increase in the number of authorized shares available for issuance under the 2016 Plan.

EX-5.1

Exhibit 5.1

February 19, 2026

Spyre Therapeutics, Inc.

221 Crescent Street, Building 23, Suite 105

Waltham, MA 02453

Ladies and Gentlemen:

This opinion letter is furnished to you in connection with the registration statement on Form S-8 (the “Registration Statement”), filed by Spyre Therapeutics, Inc., a Delaware corporation (the “Company”), on the date hereof, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 4,711,544 shares of Common Stock, par value $0.0001 per share, of the Company (the “Shares”). The Shares are issuable under the Company’s 2016 Equity Incentive Plan, as Amended and Restated (the “Plan”).

We are familiar with the actions taken by the Company in connection with the adoption of the Plan. We have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons.

The opinions expressed below are limited to the Delaware General Corporation Law.

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued and sold in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated February 19, 2026, with respect to the consolidated financial statements of Spyre Therapeutics, Inc., and the effectiveness of internal control over financial reporting, incorporated herein by reference.

/s/ KPMG LLP

San Diego, California

February 19, 2026

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Spyre Therapeutics, Inc. of our report dated February 27, 2025 relating to the financial statements, which appears in Spyre Therapeutics, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025.

/s/ PricewaterhouseCoopers LLP

Austin, TX

February 19, 2026

XML

Submission	Feb. 19, 2026
Submission [Line Items]
Central Index Key	0001636282
Registrant Name	SPYRE THERAPEUTICS, INC.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES
Offset Table N/A	N/A

XML

Offerings - Offering: 1	Feb. 19, 2026 USD ($) shares
Offering:
Fee Previously Paid	false
Rule 457(a)	true
Security Type	Equity
Security Class Title	Common stock, par value $0.0001 per share
Amount Registered | shares	4,711,544
Proposed Maximum Offering Price per Unit	34.26
Maximum Aggregate Offering Price	$ 161,417,497.44
Fee Rate	0.01381%
Amount of Registration Fee	$ 22,291.76
Offering Note	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock, par value $0.0001 (the “Common Stock”), that may be issued pursuant to the Registrant’s 2016 Equity Incentive Plan (as amended and restated, the “2016 Plan”), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that increases the number of the outstanding shares of the Registrant’s Common Stock. Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and based on the average of the high and low sale prices of the Common Stock, as quoted on The Nasdaq Global Select Market, on February 12, 2026. Represents 4,711,544 additional shares of Common Stock to be registered and available for grant under the 2016 Plan resulting from the annual 5% increase in the number of authorized shares available for issuance under the 2016 Plan.

XML

Fees Summary	Feb. 19, 2026 USD ($)
Fees Summary [Line Items]
Total Offering	$ 161,417,497.44
Total Fee Amount	22,291.76
Total Offset Amount	0
Net Fee	$ 22,291.76