DEF 14A of Rigel Pharmaceuticals Inc, Apr 3, 2026

DEF 14A of Rigel Pharmaceuticals Inc

Filed Apr 3, 2026 · FY20250001034842-26-000023

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board is divided into three classes. Each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is elected and qualified. The Board presently has eight members. All of the nominees listed below are currently directors of the Company. If elected by our stockholders at the Annual Meeting, each of these nominees would serve for terms expiring at the 2029 Annual Meeting of Stockholders. Each director will hold office until their successor has been elected and qualified, or sooner in the event of the director’s death, resignation or removal. It is Rigel’s policy to encourage directors and nominees for director to attend the Annual Meeting. All of our directors attended the 2025 Annual Meeting of Stockholders. In a contested election, which is an election in which the number of nominees exceeds the number of directors to be elected, our directors will be elected by a plurality of the shares represented by proxy and entitled to vote on the election of directors at that Annual Meeting. In a non-contested election involving incumbent directors, our Bylaws provide that, if the votes cast “For” an incumbent director nominee do not exceed the number of “Withhold” votes, the incumbent director will offer to tender his or her resignation to the Board. Broker non-votes are counted towards a quorum but are not counted for any purpose in determining whether a director nominee has been elected. The Governance Committee of the Board will review the circumstances surrounding the “Withhold” vote and promptly make a recommendation to the Board on whether to accept or reject the resignation or whether other action should be taken. In making its decision, the Board will evaluate the best interests of Rigel and our stockholders and will consider all factors and relevant information. The Board will act on the Governance Committee’s recommendation and publicly disclose its decision, as well as the rationale behind it, within 90 days from the date of certification of the stockholder vote. A director who tenders his or her resignation will not participate in the Governance Committee’s recommendation or the Board’s decision. In the event that any nominee should become unavailable for election as a result of an unexpected occurrence, the proxies will be voted for the election of a substitute nominee or nominees proposed by the Governance Committee of the Board. Each person nominated for re-election has agreed to serve if re-elected, and the Board has no reason to believe that any nominee will be unable to serve on the Board if re-elected. The Governance Committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct the Company’s business. To that end, the Governance Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who have a variety of personal and professional backgrounds, complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Board views as critical to effective functioning of the Board. Specifically, this has included engaging a professional consultant to identify candidates who meet the Board’s criteria, while also taking into account a range of perspectives, backgrounds, and experiences in the Board’s and the Company’s long-term planning. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the Board to believe that the nominee should continue to serve on the Board. However, each member of the Board may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members of the Board.

  2. ELECTION OF DIRECTORS

    | 2026 Proxy Statement | | | 12 |

  3. ELECTION OF DIRECTORS

    | Key Skills and Experience | | | | | | | | Senior Leadership | | 8 Directors | | | | | | International Business | | 5 Directors | | | | | | Finance, Accounting, or Legal | | 4 Directors | | | | | | Government Affairs/Contracting | | 5 Directors | | | | | | Public Company Governance | | 8 Directors | | | | | | Strategic Planning | | 8 Directors | | | | | | Mergers and Acquisitions | | 5 Directors | | | | | | Risk Management | | 8 Directors | | | | | | Scientific and Clinical | | 3 Directors |

  4. Board Composition Highlights

    Board Composition Highlights

  5. Board Composition Highlights

    | 7 of 8 are independent |

  6. Board Composition Highlights

    Rigel believes that the mission of the Company is best served by a Board that both fosters and includes a breadth of perspectives in all its dimensions, including skills and experiences that enable effective and independent oversight.

  7. Board Composition Highlights

    | 2026 Proxy Statement | | | 13 |

  8. Board Composition Highlights

    | NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2029 ANNUAL MEETING |

  9. Board Composition Highlights

    Alison L. Hannah, M. D., age 65, joined us as a director in May 2021. Dr. Hannah has served as a consultant to the pharmaceutical and biotechnology industry since 2000, directing the development of investigational cancer therapies. In this capacity, Dr. Hannah has successfully filed over 40 regulatory applications for First-in-Human clinical testing and has played significant roles in the broad marketing approval of multiple anticancer therapeutics. Earlier in her career, Dr. Hannah held the role of Chief Medical Officer for CytomX Therapeutics, overseeing clinical development of conditionally activated protein therapeutics. She also served as Senior Medical Director at SUGEN, Inc. (acquired by Pharmacia & Upjohn, now Pfizer) where she had oversight of clinical development, clinical operations, and pharmacovigilance, specializing in the development of tyrosine kinase inhibitors, including sunitinib (SUTENT) approved for the treatment of kidney cancer and imatinib-refractory gastrointestinal stromal tumors. Dr. Hannah began her career at Quintiles, a global contract research organization, where she specialized in overseeing early to registrational-stage oncology clinical trials. Dr. Hannah served on the board of directors for Neogenomics, a cancer diagnostic firm, from 2015 - 2025. Dr. Hannah received her A.B. in biochemistry and immunology from Harvard University and her M.D. from the University of Saint Andrews. The Board concluded that Dr. Hannah should continue to serve as a member of the Board in part due to her extensive expertise in clinical development strategy and regulatory filings, broad clinical operational experience, which is particularly relevant to our business as we are a company focused on hematologic disorders, cancer and rare immune diseases. Walter H. Moos, Ph.D., age 71, joined us as a director in March 1997. Since October 2018 Dr. Moos has worked at Pandect venture capital firms, including Pandect Bioventures where he is a Managing Director, and Pandect Catalyst where he is a Managing Member, investing in life sciences (therapeutics, diagnostics, medical devices, agriculture, biotechnology), cleantech (clean air, clean water, energy storage), and sensors. Dr. Moos also serves on the boards of directors of Valitor, Inc., Circle Pharma, Inc., and Organos, Inc. From February 2017 to June 2020, Dr. Moos was Chief Executive Officer of ShangPharma Innovation, Inc., a global pharmaceutical incubator investing in therapeutics and biotechnologies, where he served as Chairman Emeritus from December 2020 to January 2023. He retired from his position as President of SRI Biosciences in 2016 after more than a decade at the independent nonprofit SRI International (Stanford Research Institute). From 1997 to 2004, Dr. Moos served as Chairman and Chief Executive Officer of MitoKor, Inc., which became the biopharmaceutical company MIGENIX, Inc., where he was a member of the board of directors from 2004 to 2008. Prior to that, he served as a Vice President of Chiron Corp. (now Novartis), and as a Vice President at the Parke-Davis Pharmaceutical Research Division of the Warner-Lambert Co. (now Pfizer). He has been an adjunct Professor at the University of California, San Francisco since 1992. He has also served on the boards of numerous private companies and several non-profit organizations, including Keystone Symposia (from 2002-2011 and again since 2014), and has been an advisor to a wide range of organizations in the U.S. and around the world. Dr. Moos holds an A.B. from Harvard University and a Ph.D. in Chemistry from the University of California Berkeley. The Board concluded that Dr. Moos should continue to serve as a member of the Board in part due to his extensive leadership skills and operational expertise, as well as his expertise in the chemical sciences, which is particularly relevant to our business as we are a company focused on small molecules. Raul R. Rodriguez, age 65, was appointed President and Chief Executive Officer and a member of the Board in November 2014. Until then, he had served as our President and Chief Operating Officer since May 2010. He joined us as Vice President, Business Development in April 2000, became our Senior Vice President, Business Development and Commercial Operations in December 2002 and became our Executive Vice President and Chief Operating Officer in June 2004. From 1997 to March 2000, he served as Senior Vice President, Business Development and Operations for Ontogeny, Inc. (now Curis), a biotechnology company. From 1994 to 1997, he served as the Executive Director, Business Development and Market Planning for Scios, Inc. (now J&J), a pharmaceutical company. From 1989 to 1994, Mr. Rodriguez held various positions at G.D. Searle & Company (now Pfizer), a pharmaceutical company. In these companies, Mr. Rodriguez held positions of increasing responsibility in the areas of business development and planning. After earning his bachelor’s degree from

  10. Board Composition Highlights

    | 2026 Proxy Statement | | | 14 |

  11. Board Composition Highlights

    Harvard College, Mr. Rodriguez went on to earn his Masters of Public Health at the University of Illinois and subsequently received his M.B.A. at the Stanford Graduate School of Business. The Board concluded that Mr. Rodriguez should continue to serve as a member of the Board in part due to his extensive leadership skills and operational expertise, including his operational experience and deep understanding of our business as our President and Chief Executive Officer.

  12. Board Composition Highlights

    | THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE. |

  13. Board Composition Highlights

    Gregg A. Lapointe, CPA, MBA, age 67, joined us as a director in November 2017. Since 2012, Mr. Lapointe has been the Chief Executive Officer and co-founder of Cerium Pharmaceuticals, Inc., a biopharmaceutical company focused on developing and commercializing medicines for patients with rare diseases. Mr. Lapointe offers Rigel’s Board nearly three decades of commercial and financial experience bringing products to market in the areas of medical devices and rare diseases. He previously served in varying roles for Sigma-Tau Pharmaceuticals, Inc. (now Leadiant Biosciences, Inc.), a private biopharmaceutical company, starting in 2001, including Chief Financial Officer from 2001 to 2002, Chief Operating Officer from 2003 to 2007, and Chief Executive Officer from 2008 to 2012. Mr. Lapointe led the effort to transform Sigma-Tau Pharmaceuticals from a small specialty dialysis company into a global leader in the development and commercialization of medicines for Rare Diseases. Mr. Lapointe has served since March 2009 on the board of directors of Soligenix, Inc. and since January 2019 on the board of directors of Astria Therapeutics, Inc. He previously sat on the board of SciClone Pharmaceuticals, Inc., ImmunoCellular Therapeutics, Inc., Raptor Pharmaceuticals, Inc., Questcor Pharmaceuticals, Inc. and Cambrooke Therapeutics, Inc., among others. From 2009 to 2012, Mr. Lapointe was a member of the board of directors, and chair of the Rare Disease Committee, of the Pharmaceutical Research and Manufacturers of America (PhRMA) in Washington, DC. He holds a Bachelor of Commerce degree from Concordia University (Montreal), a Graduate Diploma in Public Accountancy from McGill University (Montreal), an MBA from Duke University, and is a CPA (Illinois). The Board concluded that Mr. Lapointe should continue to serve as a member of the Board in part due to his significant experience in the areas of global strategic planning and implementation, business development, corporate finance, and acquisitions, and his experience as an executive officer and board member in the pharmaceutical and medical products industries. Mark W. Frohlich, M.D., age 64, joined us as a director in March 2025. Since 2022, Dr. Frohlich has served as Chief Executive Officer of Indapta Therapeutics, a privately held biotechnology company. Prior to joining Indapta, Dr. Frohlich served as a consultant and strategic advisor for several immuno-oncology biotechnology companies from 2017 to 2022. From 2014 to 2017, he led portfolio strategy at Juno Therapeutics, which developed the FDA-approved CAR T-cell therapy Breyanzi® for large B-cell lymphoma, until the company was sold to Celgene (now Bristol Myers Squibb). Prior to joining Juno, from 2005 to 2014 he held various roles at Dendreon Corporation, a pioneer in the development of cellular immunotherapy, with his most recent role being Chief Medical Officer and Executive Vice President of Research & Development. At Dendreon, he led the clinical team responsible for the development and U.S. and European regulatory approval of PROVENGE®, one of the first commercially available cancer immunotherapies. Prior to joining Dendreon, Dr. Frohlich was an assistant adjunct professor of hematology/oncology at the University of California, San Francisco, where he specialized in urologic oncology and conducted laboratory, translational and clinical research. Dr. Frohlich serves as a director on the boards of the following private biotech companies: Indapta Therapeutics, Bioeclipse Therapeutics and Neuvogen Inc. Dr. Frohlich earned a B.S. in Electrical Engineering and Economics from Yale College and an M.D. from Harvard Medical School. The Board concluded that Dr. Frohlich should continue to serve as a member of the Board in part due to his extensive experience with researching, developing, and commercializing therapeutics in the area of oncology, which is the focus of our product portfolio, and also for his clinical acumen and extensive leadership experience.

  14. Board Composition Highlights

    | 2026 Proxy Statement | | | 15 |

  15. Board Composition Highlights

    Michael P. Miller, age 69, joined us as a director in February 2026. Mr. Miller has served as a director of publicly traded Puma Biotechnology, Inc. since February 2018. Since January 2022, Mr. Miller has also served on the board of directors for BioXcel, a public biotechnology company. Mr. Miller served as the Executive Vice President U.S. Commercial of Jazz Pharmaceuticals plc, a public biopharmaceutical company from April 2014, until his retirement in September 2020. From April 2010 to January 2014, Mr. Miller was Senior Vice President and Chief Commercial Officer of Vivus, Inc., a public biopharmaceutical company. From 2006 to 2010, Mr. Miller served as Vice President, leading the HER Family Oncology Franchise, of Genentech, Inc., a biotechnology company and wholly owned subsidiary of Roche Holding Ltd. From 2003 to 2005, Mr. Miller served as the Senior Vice President, Chief Commercial Officer of Connetics Corporation, a specialty pharmaceutical company acquired by Stiefel Laboratories, Inc (GSK). Previously, from 1997 to 2001, Mr. Miller served as Vice President of the Urology Business Unit of ALZA Corporation, a pharmaceutical company acquired by Johnson & Johnson. Prior to 1997, Mr. Miller served 13 years in various sales and marketing positions at Syntex Corporation, a pharmaceutical company acquired by Roche Holding Ltd. Mr. Miller received a B.S. in Business Administration and Finance from the University of San Francisco and an M.B.A. in Information and Computer Systems from San Francisco State University. The Board concluded that Mr. Miller should continue to serve as a member of the Board in part due to his extensive experience with commercial operations and strategy, his executive leadership experience and his experience serving as a director of public biotech companies. Kamil Ali-Jackson, J.D., age 67, joined us as a director in December 2021. In January 2022, Ms. Ali-Jackson retired from her position as Chief Legal Officer, Chief Compliance Officer, and Corporate Secretary at Aclaris Therapeutics, Inc., a publicly traded clinical stage biopharmaceutical company, which she cofounded in 2012 and led the team which took the company public in 2015. In addition, Ms. Ali-Jackson co-founded and successfully transitioned several specialty pharmaceutical and biopharmaceutical companies through multimillion-dollar acquisitions by global life sciences companies. In 2011, Ms. Ali-Jackson also co-founded NeXeption, Inc. a biopharmaceutical assets management company and was legal counsel for the company and its affiliated companies until 2020. She has served as legal counsel and as a licensing business executive for a number of life science companies, including Merck & Co. Inc. and Dr. Reddy’s Laboratories Ltd. Ms. Ali-Jackson has served since February 2020 on the board of directors, audit committee, and compensation committee, and is the chair of the nominating and corporate governance committee of PDS Biotechnology Corporation, a publicly held clinical stage biopharmaceutical company. She has also served on several nonprofit boards and is the chair of the East Bradford Township Zoning Hearing Board, her local township zoning board. In July 2023, she was elected to the board of trustees for Princeton University. Ms. Ali-Jackson received her J.D. from Harvard Law School and Bachelor of Arts in politics from Princeton University. The Board concluded that Ms. Ali-Jackson should continue to serve as a member of the Board in part due to her broad experience in the areas of acquisitions, licensing, legal, compliance and corporate governance as well as her experience as an executive officer, legal counsel, and co-founder in the life sciences industry. Jane Wasman, age 69, joined us as a director in March 2019. Ms. Wasman is a strategic leader with over 25 years of experience in the biopharma industry working with companies ranging from large, multinational corporations to privately held start-ups. Ms. Wasman is founder and president of JWasman Advisors. She previously served from 2004 to 2019 at Acorda Therapeutics, a biotechnology company developing and commercializing neurology therapies for Parkinson’s disease, migraine and multiple sclerosis, most recently as President, International & General Counsel. At Acorda, she led global strategic development, including long-range planning and development, as well as international expansion, and also built and led the Legal and Quality departments. Prior to joining Acorda, Ms. Wasman held various leadership positions at Schering-Plough, including Staff Vice President and Associate General Counsel. Previously, Ms. Wasman was an attorney at two global law firms and Associate Counsel for the U.S. Senate Veterans’ Affairs Committee. Ms. Wasman has served since December 2017 as a member of the board of Sellas Life Sciences, a public oncology-focused biotech company, as well as chair of its nominations and governance committee. She previously served as chair of the board of Athersys, where she joined the board in November 2020, and also served as chair of its audit

  16. Board Composition Highlights

    | 2026 Proxy Statement | | | 16 |

  17. Board Composition Highlights

    committee. She has also served as a member of the board of directors for Cytovia Therapeutics. From February 2007, she has also served on the non-profit board of directors of NewYorkBIO, including its Executive Committee, and currently serves on its Senior Advisory Committee. Ms. Wasman graduated magna cum laude from Princeton University and earned her J.D. from Harvard Law School. The Board concluded that Ms. Wasman should continue to serve as a member of the Board in part due to her broad strategic and transactional experience in commercial stage biopharmaceutical companies, as well as her legal and corporate governance background and extensive experience in operational implementation.

  18. Board Composition Highlights

    | INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE |

  19. Environmental, Social and Governance

    (1)Dr. Frohlich joined the board and the Governance Committee and Scientific and Clinical Trial Advisory Committee in March 2025. (2)Mr. Miller joined the board and Compensation Committee in February 2026. Below is a description of each standing committee of the Board. Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate, to carry out its responsibilities. The Board has determined that each member of each committee meets the applicable Nasdaq rules and regulations regarding “independence” and that each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to the Company, except that Raul R. Rodriguez, our President and Chief Executive Officer, serves alongside three independent fellow directors as a member of the Finance Committee.

  20. Non-Employee Director Compensation Limit

    Non-Employee Director Compensation Limit The 2018 Plan provides that the maximum value of all compensation granted or paid, as applicable, to any non-employee director per year (including awards granted under the 2018 Plan and cash fees paid by the Company to such non-employee director) shall not exceed (i) $1,000,000 in total value or (ii) $1,500,000 in total value in the event such non-employee director is first appointed or elected to the Board during such year subject to exceptions under extraordinary circumstances, where the non-employee director receiving any compensation in

  21. Non-Employee Director Compensation Limit

    | 2026 Proxy Statement | | | 31 |

  22. Non-Employee Director Compensation Limit

    excess of such limit may not participate in the decision to award such compensation. Additional information on non-employee director compensation is included below in the section titled “Director Compensation.”

  23. Overview of Executive Compensation Program and Objectives

    | | PAY ELEMENTS | | | | | | | Base Salary | Annual Cash Incentive Awards | Equity Awards | | | | | | | Time Based | Performance Based | | | Who Receives | NEOs | | | | | | When Granted | Annually | | | | | | Form of Delivery | Cash | | Stock Options and RSUs | | Stock Options | | Type of Performance | Short-term emphasis | | Long-term emphasis | | | | Performance Period | 1 year | | 3-year time-based vesting | | Performance-based vesting (target <5 years) | | Purpose and Value | To provide a competitive level of regular income | Alignment of annual corporate goals (described below) with individual NEO achievement | For stock options and RSUs, value is variable, based upon stock price appreciation between grant and exercise, or over the vesting period, respectively, as well as attainment of corporate performance goals (in the case of the performance-based stock options) | | | | | | | Equity is intended to align NEOs interests with those of our shareholders, and support long-term company objectives. Additionally, performance-based equity provides value only if goals are achieved, thereby aligning executive pay with Company performance | | | | Performance Measures and How Payouts are Determined | Compensation Committee sets NEO base salaries based on peer data and individual quantitative and qualitative factors | Level of achievement of annual corporate goals, and individual performance (for non-CEO NEOs) as determined by the Compensation Committee in its discretion and ratified by the Board | Time-based award determination based on peer data and individual quantitative and qualitative factors balancing total potential compensation levels | | | | | | | Performance-based award opportunity set based on peer data and individual quantitative and qualitative factors balancing total potential compensation levels, performance goals determined based on objectives approved by the Compensation Committee, which for 2025 grants generally related to regulatory approvals, progress of certain clinical trials, and commercial milestones, with achievement of those objectives certified by the Compensation Committee | | |

  24. Our Executive Compensation Practices

    | Our Executive Compensation Practices | | | | | | What We Do | | What We Don’t Do | | ✔ | Compensation Committee consists solely of independent directors | ✘ ✘ | No material perquisites No excessive severance benefits | | ✔ | Significant portion of target annual compensation delivered in the form of variable compensation tied to Company performance | ✘ ✘ | No hedging or other forms of speculative transactions by employees or directors No dividends or dividend equivalents on unearned equity awards | | ✔ | Long-term objectives aligned with the creation of stockholder value | ✘ ✘ | No change-in-control related tax gross-ups No service-based defined benefit pension plan | | ✔ | Total target compensation aligned to competitive market and relevant peer group | ✘ | No repricing of stock options without stockholder approval | | ✔ | Use of independent compensation consultant reporting directly to the Compensation Committee and providing no other services to the Company | ✘ | No granting of discounted stock options | | ✔ | Double-trigger vesting for equity awards in the event of a change in control | | | | ✔ | Beginning in 2026, all performance-based equity awards have a minimum vesting period of one year | | | | ✔ | Beginning in 2026, the award of performance-based RSUs tied to multi-year financial and clinical milestones | | | | ✔ | Annual say-on-pay vote | | |

  25. 2025 Say-on-Pay Vote

    | Shareholder Outreach | | | | Feedback | | Action | | •Provide additional disclosures about stockholder outreach | ✔ | Enhanced descriptions of outreach meetings and participants | | •Provide additional disclosures about long-term incentive compensation program, particularly our PSO program | ✔ | Maintained table of relevant stockholder feedback and responsive actions | | •Emphasis on our ESG report | ✔ | Maintained table of performance stock option performance criteria and achievement, see below | | •Supportive of burn rate less than benchmark | ✔ | Provided further detail regarding the terms of the performance stock option, including the term and performance period | | | ✔ | Continued careful stewardship of our Equity Plans, including burn rate |

  26. Guidance from Independent Compensation Consultant

    Guidance from Independent Compensation Consultant The Compensation Committee retained the services of Pearl Meyer as its independent compensation consultant. References in this disclosure to “Compensation Consultant” refer to Pearl Meyer. With respect to 2025 executive compensation, the Compensation Consultant analyzed our executive officers’ compensation against the compensation of executive officers at comparable companies to evaluate whether our compensation was competitive with our peers, with the goal of retaining and adequately motivating our senior management and made recommendations regarding our executive compensation program. The Compensation Consultant was invited to attend certain Compensation Committee meetings during 2025 during which they presented and discussed their analysis and findings. Other than services provided to the Compensation Committee, the Compensation Consultant did not provide any services to the Company with respect to 2025. The Compensation Committee reviewed the independence of the Compensation Consultant under Nasdaq and SEC rules and concluded that the work of the Compensation Consultant has not raised any conflict of interest.

  27. Competitive Market Review and Benchmarking

    Competitive Market Review and Benchmarking When considering compensation decisions, our Compensation Committee reviews the compensation of similarly-situated executive officers at companies that we consider to be our peers, when such information is available and determined to be meaningful, taking into consideration the experience, position, and functional role, level of responsibility and uniqueness of applicable skills of both our executive officers and those of our peers, and the demand and competitiveness for attracting and retaining an individual with each executive officer’s specific expertise and experience in the biotechnology industry. To identify this peer group of companies, the Compensation Committee engaged the Compensation Consultant, which considered factors such as industry, geography, product and commercial development stage, number of employees, market capitalization, and revenue. The peer group aims to reflect commercial-stage (or near) biotechnology companies of generally comparable revenue scale, market capitalization, and pipeline maturity. Based on that review, the companies set forth below were used by our Compensation Committee as our peer group for evaluating 2025 compensation decisions. In comparison to the peer group from last year, the following changes were made: (i) the removal of Paratek Pharmaceuticals, Atara Biotherapeutics, Gritstone Bio, ADMA Biologics, MannKind Corporation and Mirum Pharmaceuticals, and (ii) the addition of 2seventy bio, Akebia Therapeutics,

  28. Competitive Market Review and Benchmarking

    | 2026 Proxy Statement | | | 58 |

  29. Competitive Market Review and Benchmarking

    Coherus BioSciences, Theravance Biopharma, Travere Therapeutics and Xeris Biopharma. These changes were made in order to account for acquisitions, size or business differences.

  30. Competitive Market Review and Benchmarking

    | 2025 Compensation Peer Group | | | | •2seventy bio •Agenus Inc. •Akebia Therapeutics Inc. •Arcturus Therapeutics Holdings Inc. •Assertio Holdings, Inc. •Coherus BioSciences, Inc. | •Esperion Therapeutics, Inc. •Heron Therapeutics, Inc. •Karyopharm Therapeutics Inc. •MacroGenics, Inc. •Nektar Therapeutics •Omeros Corporation •Puma Biotechnology, Inc. | •Sangamo Therapeutics, Inc. •Theravance Biopharma, Inc. •Travere Therapeutics, Inc. •UroGen Pharma Ltd. •Xeris Biopharma Holdings, Inc. |

  31. Short-Term Incentive Compensation

    Short-Term Incentive Compensation Each year, the Compensation Committee establishes an annual cash incentive plan, providing target bonus payouts based on a percentage of the applicable individual’s base salary. In 2025, we provided our NEOs with the opportunity to earn short-term incentive compensation under the 2025 Cash Incentive Plan (the “2025 Cash Plan”). Under the 2025 Cash Plan, cash bonuses become payable based upon the achievement of corporate goals and a review of personal performance, with performance determinations made at the discretion of the Compensation Committee. For each participant in the 2025 Cash Plan, the corporate performance goals related to the Company’s financial and operational performance. The corporate goals established under the 2025 Cash Plan reflect the Company’s continued belief that executive compensation should be tied to goals related to net sales growth, clinical development, and regulatory development with respect to current or potential product candidates, business development, expense management, cash position, and our pipeline of potential product candidates, which goals are designed to support stockholder value creation, taking into account the volatile nature of the Company’s industry. The annual corporate goals that comprised the 2025 Cash Plan were reviewed by our Compensation Committee and Board regularly in their development, and approved in final form by our Compensation Committee, and subsequently ratified by the Board. The goals included in the 2025 Cash Plan were designed by the Compensation Committee and Board to be challenging, but attainable with strong management performance. The sales target required double-digit growth across all commercial products and assumed continued competitive pressures in key markets. The adjusted EBITDA target assumed disciplined expense control despite increased clinical investment. The 2025 goal weighting shifted emphasis from near-term financial and sales performance toward pipeline advancement and long-term growth. This reflected strong 2024 performance, which established a solid commercial and financial foundation and enabled greater focus on future value creation. As a result, pipeline goals were increased while sales and financial weightings were modestly reduced to better align with the Company’s strategic priorities. The 2025 Cash Plan provides the Compensation Committee and the Board with the discretion to adjust the actual bonus that an executive officer would be eligible to receive under the plan from 0% to 200% of the executive’s “Target Bonus (%)” shown in the “Named Executive Officer” table below. Pursuant to its discretionary authority, our Compensation Committee also considered other Company and individual performance goals, current economic conditions, and the performance by each NEO when evaluating whether and to what extent to award bonuses. For 2025, the CEO’s bonus was based 100% on corporate goal achievement; and, for non-CEO NEOs, their bonuses were weighted 70% based on corporate goal achievement and 30% based on individual performance. Our Compensation Committee uses a threshold of “40% completion of aggregate corporate goals” to determine whether any bonuses should be received by the NEOs. Eligibility for this bonus, and the amount of the actual bonus, are not guaranteed, and are reviewed and determined for each executive annually by the Compensation Committee. Generally, in order to be eligible to receive the maximum bonus payout, the Company’s performance must not only exceed the targets established by our Compensation Committee, but the individual’s contribution to that achievement must also exceed the contribution expected of that individual in the course of performing their duties at the level expected of someone in that individual’s position. The table below sets forth each of the corporate goals established under the 2025 Cash Plan, as well as the weight given to each such goal and the percentage attainment of that goal as determined and approved by the Compensation Committee and subsequently ratified by the Board:

  32. Short-Term Incentive Compensation

    | 2026 Proxy Statement | | | 60 |

  33. Short-Term Incentive Compensation

    | 2025 Corporate Goals | Target Weighting | Percent Attainment of Overall Target Bonus | | Grow US sales: | 35% | 53% | | 1)Achieve combined US net product sales of more than $193 million. US Sales Growth Goal: There was substantial achievement of the commercial sales goal with the Company achieving combined US net product sales of $232.0 million in 2025. In 2025, TAVALISSE net product sales of $158.8 represented a 52% increase compared to $104.8 in 2024. GAVRETO became commercially available from Rigel in June 2024, and net product sales recognized in 2025 were $42.1 million compared to $17.1 million in 2024. In 2025, REZLIDHIA net product sales of $31.0 million represented a 35% increase compared to $23.0 million in the full year 2024. Overall, these sales were above our target goal, and the percentage attainment of the overall target bonus was increased. | | | | Expand Pipeline: | 40% | 36% | | 1)Advance R289 by completing Phase 1b clinical milestones, aligning on next regulatory development steps and progressing into the dose expansion portion of the study. 2)Initiate development of olutasidenib in an additional indication. 3)Select additional indication or new line of therapy for R289 or olutasidenib. 4)Execute on preclinical development plan for one of our pre-development molecules. 5)Business development goal. Pipeline Expansion Goal: Pipeline expansion accomplishments are evaluated collectively for target achievement purposes. In 2025, the Company achieved several milestones related to its ongoing Phase 1b clinical study of R289 in patients with lower-risk MDS. Enrollment was completed in the dose escalation part of the study in July. Following engagement with the FDA, the Company activated the dose expansion part of the study and announced the first patient was enrolled in October. Updated data from the dose escalation part of the study was presented in an oral session at the ASH Annual Meeting in December. The Company continued to evaluate olutasidenib in additional settings but did not meet the development goal. The Company also advanced efforts for assets in clinical development and earlier-stage assets, and began evaluating potential opportunities for R289 in other indications. In addition, the Company evaluated potential business development opportunities throughout the year. Collectively, these activities reflect meaningful pipeline advancement across clinical and preclinical stages, though overall performance under this metric was assessed as partially achieving the targeted objective and the Compensation Committee reflected that determination in its overall corporate performance certification. | | |

  34. Short-Term Incentive Compensation

    | Financial: | 25% | 35% | | 1)Maintain operating expenses within budget 2)Achieve financial goal of positive adjusted EBITDA Financial Goal: By managing expenses and leveraging efficiencies, we maintained operating expenses and cash balance within budget, resulting in overachievement of the goal for this metric. For the full year 2025, total costs and expenses were $168.8 million, compared to $155.1 million for the full year 2024. As of December 31, 2025, Rigel had cash, cash equivalents and short-term investments of $155.0 million, compared to $77.3 million as of December 31, 2024. For the full year 2025, Rigel reported net income of $367.0 million, this includes non-cash income tax benefit of $245.9 million due to the release of valuation allowance on deferred tax assets and a $40.0 million non-cash revenue due to the release of cost share liability with Lilly. Non-cash tax and accounting impacts did not affect bonus metric calculations. Overall, Rigel overachieved our financial goal of positive adjusted EBITDA. | | | | Total (as a % of Target Bonus) | 100% | 124% |

  35. Short-Term Incentive Compensation

    | 2026 Proxy Statement | | | 61 |

  36. Short-Term Incentive Compensation

    In order to determine the overall attainment percentage under the 2025 Cash Plan, our CEO, along with the Company’s management, reviews and assesses performance against the goals specified above, makes recommendations to the Compensation Committee based on that assessment. The Compensation Committee reviews this feedback, and the percentage attainment of each goal is determined and approved by the Compensation Committee along with the final payouts under the 2025 Cash Plan, with the corporate goal achievement and payouts subsequently ratified by the Board. In 2025, we achieved and exceeded all of our sales and financial goals. Sales were above the targeted goal, operating expenses and adjusted EBITDA performance also exceeded targeted goals. Performance against the pipeline goals was strong overall, but fell slightly short of targeted performance. The Compensation Committee and the Board agreed that these levels of achievement appropriately exceeded the 100% target payout level and supported a payout equal to 124% of target with respect to the corporate performance goals. The CEO reviews and assesses the individual performance of each of the other NEOs to determine the level of their achievement of personal goals for their specific role. These specific goals are generally aligned in part with the annual corporate goals and also include management of their individual departments and achievements specific to their functional area of responsibility. The CEO makes recommendations to the Compensation Committee based on that assessment. The Compensation Committee reviews this feedback, and the percentage attainment of each NEO's individual performance metric is determined and approved by the Compensation Committee. The table below sets forth the target bonus opportunities for each of the NEOs (each expressed as a percentage of base salary and in dollars), as well as the actual bonus payment amount with respect to 2025 performance:

  37. Short-Term Incentive Compensation

    | Named Executive Officer | Target Bonus (%)(1) | Target Bonus ($) | Individual Performance (30% of total) (%) | Corporate Bonus Achievement (70% of total) (%) | Actual Payment ($) | | Raul R. Rodriguez | 65% | 511,550 | (2) | 124% | 634,649 | | Dean L. Schorno | 50% | 257,475 | 100% | 124% | 300,732 | | Raymond J. Furey | 50% | 240,240 | 110% | 124% | 287,839 | | David A. Santos | 50% | 257,960 | 110% | 124% | 308,830 | | Lisa Rojkjaer, M.D. | 50% | 258,640 | 90% | 124% | 294,340 |

  38. Short-Term Incentive Compensation

    (1)Target bonus opportunity percentage for each of the NEOs, other than Mr. Rodriguez, was unchanged in 2025 as compared to 2024. Mr. Rodriguez’s target bonus was increased based on the Compensation Committee’s review of the competitive market. (2)CEO bonus is based 100% on corporate goal achievement.

  39. Long-Term Incentive Compensation

    Long-Term Incentive Compensation For 2025, the Company provided long-term incentive compensation to its NEOs in the form of stock options (both time-based and performance-based) and RSU awards, which awards are designed to align a component of our executive compensation program with the interests of our stockholders to create long-term value in the Company, as demonstrated through stock price performance. The 2025 equity awards were granted under the 2018 Plan. In January 2025, the Compensation Committee determined the number of equity awards to be granted to each NEO based upon each such executive’s individual contributions and past performance, vesting status of options already held by the executive, position with the Company, and comparison to the equity awards granted to the corresponding executives of our peer companies, as well as our performance during the preceding year. In January 2025, after consideration of these factors, the Compensation Committee approved the grant of stock options and RSU awards to each of the NEOs, as set forth in the table below. The increase in 2025 grant date fair value compared to 2024 reflects the Company’s positioning of equity awards closer in line with the competitive market to remain competitive and support retention. It also reflects the shift in equity mix (including greater use of RSUs), which carry higher accounting value per share than options. Additionally, year-over-year

  40. Long-Term Incentive Compensation

    | 2026 Proxy Statement | | | 62 |

  41. Long-Term Incentive Compensation

    increases in equity grant values helps ensure continued alignment with market practices and reward executive officers for performance and growth, while serving as a meaningful incentive for future performance. In determining annual compensation adjustments, the Committee elected to deliver a significant portion of the annual increase through long-term incentives to further align the NEOs’ interests with stockholders and the risks and rewards of stock ownership. Exercise prices for each stock option were set at the fair market value of the common stock on the date of grant.

  42. Long-Term Incentive Compensation

    | 2025 Long Term Incentives | Percent of Total Reward | | | | CEO | Non-CEO NEO* | | Restricted stock unit awards | 25.0% | 40.0% | | Time-based stock option awards | 37.5% | 30.0% | | Performance stock option awards | 37.5% | 30.0% | | • Achievement of a target net sales goal in a trailing 12-month period (50%) | | | | • Achievement of a significant, defined, corporate development milestone (50%) | | |

  43. Long-Term Incentive Compensation

    For equity awards granted to the NEOs in 2025, RSU awards are subject to time-based vesting in equal annual installments over three years, time-based stock options are subject to vesting on a monthly basis over three years, and performance stock options are subject to performance-based vesting criteria. Of the performance-based options, half were scheduled to vest upon achievement of certain net product sales goals, and half were scheduled to vest upon achievement of a significant, defined, corporate development milestone via acquisition or product licensing. These metrics were selected to balance commercial execution with strategic pipeline expansion and to align long-term executive incentives with the Company’s dual focus on revenue growth and future value creation. The performance goals for the performance-based options were designed to be challenging, yet attainable with strong management performance. The performance goals can be achieved anytime during the life of the option, which expires on the ten year anniversary of the date of grant. In each case, vesting of any such stock options and RSUs are subject to the executive’s continuous service to the Company through the applicable vesting date.

  44. Long-Term Incentive Compensation

    | Named Executive Officer | Time-Vested Options (#) | Performance-Vested Options (#) | RSUs(#) (1) | | Raul R. Rodriguez | 63,400 | 63,400 | 42,300 | | Dean L. Schorno | 14,788 | 14,788 | 19,717 | | Raymond J. Furey | 14,788 | 14,788 | 19,717 | | David A. Santos | 14,788 | 14,788 | 19,717 | | Lisa Rojkjaer, M.D. | 14,788 | 14,788 | 19,717 |

  45. Long-Term Incentive Compensation

    (1) The number of RSUs ultimately awarded to our NEO were adjusted an option to RSUs equivalent ratio of 1.5 to 1.

  46. Long-Term Incentive Compensation

    | 2026 Proxy Statement | | | 63 |

  47. 2025 Vesting of Performance Equity Grants

    2025 Vesting of Performance Equity Grants The NEOs additionally hold awards of stock options granted in prior years and subject to performance-based vesting criteria. These vesting criteria include achievement of product sales levels above current levels, achievement of certain corporate development goals, completion of certain clinical trials, and regulatory filings, milestones, or approvals of additional products or indications. The performance metrics for the following number of performance-based stock options were deemed to have been achieved and became vested for each of the following NEOs during 2025:

  48. 2025 Vesting of Performance Equity Grants

    | Named Executive Officer | Grant Date(s) | Performance Goal | Achievement | Achievement Date(s) | Number of Performance- Based Options Vested in 2025 ($) | | Raul R. Rodriguez | Jan 2021 Jan 2024 | (1) | (1) | Mar 2025 | 87,950 | | | Jan 2025 | (2) | (2) | Sep 2025 | | | Dean L. Schorno | Jan 2021 Jan 2024 | (1) | (1) | Mar 2025 | 20,869 | | | Jan 2025 | (2) | (2) | Sep 2025 | | | Raymond J. Furey | Dec 2022 Jan 2024 | (1) | (1) | Mar 2025 | 24,619 | | | Jan 2025 | (2) | (2) | Sept 2025 | | | David A. Santos | Jan 2021 Jan 2024 | (1) | (1) | Mar 2025 | 22,119 | | | Jan 2025 | (2) | (2) | Sep 2025 | | | Lisa Rojkjaer, M.D. | Mar 2024 | (1) | (1) | Mar 2025 | 16,769 | | | Jan 2025 | (2) | (2) | Sep 2025 | |

  49. 2025 Vesting of Performance Equity Grants

    (1)The performance goal was to achieve trailing 12-month net sales of $150.0 million. Rigel achieved actual trailing 12-month net sales of $153.3 million, and the Compensation Committee certified the achievement of such performance goal in March 2025. (2)The performance goal was to achieve trailing 12-month net sales of $200.0 million. Rigel achieved actual trailing 12-month net sales of $203.5 million, and the Compensation Committee certified the achievement of such performance goal in September 2025.

  50. Elements of Our 2026 Executive Equity Compensation Program

    Elements of Our 2026 Executive Equity Compensation Program To further strengthen the alignment of executive compensation with long-term company performance, we introduced performance-based restricted stock units into the equity vehicle mix for 2026 awards to NEOs. These awards vest based on the achievement of pre-determined commercial and clinical development goals over a multi-year performance period. Additionally, should any goal be met before the conclusion of the performance period, no shares will vest prior to the one-year anniversary of the grant. Executives continued to receive time-vested RSUs in 2026, which vest gradually over three years. We believe the RSUs effectively balance retention and alignment with shareholder interests.

  51. Other Elements of Our 2025 Executive Compensation Program

    Other Elements of Our 2025 Executive Compensation Program Offer Letter Agreements. The Company has entered into offer letter agreements with each of Messrs. Schorno, Santos and Furey and Dr. Rojkjaer. These offer letters describe the basic terms of each executive’s employment, including each executive’s initial base salary, annual bonus target, initial long-term equity incentive grant, eligibility for severance, and standard Company benefits. The terms of the offer letters are described in further detail under “Employment Severance and Change of Control Agreements” below.

  52. Other Elements of Our 2025 Executive Compensation Program

    Severance and Change of Control Benefits. Pursuant to the Rigel Pharmaceuticals, Inc. Executive Severance Plan (the “Severance Plan”), our NEOs are entitled to certain severance benefits in the event of an involuntary termination by the Company without cause or resignation by the employee with good reason, which severance benefits are enhanced in the event of such a qualifying termination which occurs on or within 18 months following a “Change of Control” (as defined in the Severance Plan). For each of our NEOs, the Severance Plan provides for a combination of (i) cash severance payments, (ii) payment of COBRA premiums, (iii) accelerated vesting of certain outstanding equity-based awards, and (iv) an extended exercise period for stock options upon termination. These severance payment terms differ depending on (i) whether such termination takes place within the Change of Control period, and (ii) the NEO’s position. Given the nature of the industry in which we participate and the range of strategic initiatives that we may explore, we believe these severance benefits are an essential element of our executive compensation program and assist us in recruiting and retaining talented individuals. The Severance Plan also reduces the need to negotiate individual severance arrangements with departing executives and protects our executives from termination for circumstances not of their doing. We also believe the Severance Plan promotes management independence and helps retain, stabilize, and focus the executive officers in the event of a change of control. By establishing these severance and change of control benefits, we believe we can mitigate the distraction and loss of executive officers that may occur in connection with rumored or actual fundamental corporate changes and thereby protect stockholder interests while a transaction is under consideration or pending. Please see the sections entitled “Employment, Severance and Change of Control Agreements,” “2025 Potential Payments Upon Change in Control and Termination Table,” and “2025 Potential Payments Upon Termination Table” for further information regarding the benefits payable under the Severance Plan. Perquisites and Other Benefits. We provide general employment benefits to our executive officers on the same basis as the benefits provided to all of our employees, including health, vision, and dental insurance, term life insurance, and short-term and long-term disability insurance. Incentive Compensation Recoupment Policy. The Company maintains a Clawback Policy, which applies to individuals designated by the Board as executive officers for purposes of Section 16 of the Exchange Act. Our policy generally provides that, in the event that (i) an incentive compensation payment or award (or the vesting of such award) was based upon the achievement of financial results that were subsequently the subject of a restatement to correct an accounting error due to material noncompliance with any financial reporting requirement under the federal securities laws (other than corrections resulting from changes to accounting standards) and (ii) a lower incentive compensation payment or award would have been made to such officer (or lesser or no vesting would have occurred with respect to such award) based upon the restated financial results, then we will recover the full or partial portion of cash or equity-based incentive compensation received by such officer during the three fiscal years preceding the date on which we were required to prepare the restatement. Our policy is separate from and in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to our Chief Executive Officer and Chief Financial Officer. Anti-Hedging Policy. The Company’s anti-hedging policy prohibits our employees and directors, as well as certain designated consultants and contractors, from engaging in short sales, transactions in put or call options, hedging transactions, margin accounts, pledges, or other inherently speculative transactions with respect to our stock. Insider Trading Policy. The Company has insider trading policies and procedures that set forth acceptable transactions involving the purchase, sale and other disposition of our securities by employees and directors, as well as certain designated consultants and contractors, and the Company itself. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to the Company. A copy of our Insider Trading Policy is filed with our Annual Report on Form 10-K for the year ended December 31, 2025, as Exhibit 19.1.

  53. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE The following table shows for the fiscal year ended December 31, 2025 and 2024, and, to the extent required by SEC disclosure rules, December 31, 2023 compensation awarded to or paid to or earned by our NEOs.

  54. 2025 SUMMARY COMPENSATION TABLE

    | | | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Name and Principal Position | Year | $ | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | $ | | Raul R. Rodriguez | 2025 | 787,405 | — | 951,327 | 2,241,570 | 634,649 | 43,854 | 4,658,805 | | President and Chief Executive Officer | 2024 | 757,000 | — | 508,000 | 1,175,160 | 522,330 | 36,198 | 2,998,688 | | | 2023 | 728,000 | — | 561,000 | 1,706,280 | 414,960 | 30,550 | 3,440,790 | | Dean L. Schorno | 2025 | 514,950 | — | 443,435 | 522,844 | 300,732 | 40,448 | 1,822,409 | | Executive Vice President and Chief Financial Officer | 2024 | 495,100 | — | 265,430 | 307,500 | 273,565 | 36,198 | 1,377,793 | | | 2023 | 476,100 | — | 117,810 | 355,476 | 229,719 | 30,900 | 1,210,005 | | Raymond J. Furey | 2025 | 480,480 | — | 443,435 | 522,844 | 287,839 | 34,904 | 1,769,502 | | Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | 2024 | 462,000 | — | 265,430 | 307,500 | 255,255 | 34,404 | 1,324,589 | | | 2023 | 440,000 | — | — | — | 212,300 | 30,700 | 683,000 | | David A. Santos | 2025 | 515,920 | — | 443,435 | 522,844 | 308,830 | 40,575 | 1,831,604 | | Executive Vice President and Chief Commercial Officer | 2024 | 496,080 | — | 265,430 | 307,500 | 277,805 | 35,648 | 1,382,463 | | | 2023 | 477,000 | — | 149,600 | 455,008 | 230,153 | 30,030 | 1,341,791 | | Lisa Rojkjaer, M.D. | 2025 | 517,280 | — | 443,435 | 522,844 | 294,340 | 52,276 | 1,830,175 | | Executive Vice President and Chief Medical Officer | 2024 | 401,250 | 50,000 | — | 430,875 | 221,038 | 29,840 | 1,133,003 | | | 2023 | — | — | — | — | — | — | — |

  55. 2025 SUMMARY COMPENSATION TABLE

    (1)Dr. Rojkjaer received $50,000 sign-on bonus in 2024 as part of her employment package. (2)The amounts reported in this column represent RSU grants to our NEOs under the 2018 Plan. The amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation – Stock Compensation (ASC 718), based on the closing stock price of a share of our common stock as of the grant date. The amounts shown exclude the impact of estimated forfeiture related to service-based vesting conditions. For additional information on the valuation assumptions with respect to these grants, refer to “Stock-Based Compensation” in our Annual Report on Form 10-K for the year ended December 31, 2025. (3)The amounts reported in this column represent stock option grants to our NEOs under the 2018 Plan (or, in the case of Dr. Rojkjaer for 2024, under the Inducement Plan). The amounts reported in this column are valued based on the aggregate grant date fair value of option awards, computed in accordance with ASC 718. The amounts shown exclude the impact of estimated forfeiture related to service-based vesting conditions. The amounts included in this column for the stock options that are granted subject to performance-based vesting conditions are calculated based on the probable satisfaction of the performance conditions for such awards as of the date of grant. Because there is only one vesting level for the performance-based option awards, there is no grant date fair value above or below the amount reported in the table above based on the achievement of the underlying performance conditions. For additional information on the valuation assumptions with respect to these grants, refer to “Stock-Based Compensation” in our Annual Report on Form 10-K for the year ended December 31, 2025. (4)Reflects performance-based bonuses earned under the Company’s annual cash incentive plan. Please see the Compensation Discussion and Analysis for further information regarding the 2025 Cash Plan. (5)For 2025, represents 401(k) matching contributions, gift cards and gym membership reimbursement, to our NEOs. For Dr. Rojkjaer, this amount also includes certain Company reimbursed travel expenses pursuant to her offer letter.

  56. 2025 SUMMARY COMPENSATION TABLE

    | 2026 Proxy Statement | | | 66 |

  57. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2025

    GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2025 The following table shows for the fiscal year ended December 31, 2025, certain information regarding grants of plan-based awards to the NEOs:

  58. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2025

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards Target | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Stock Awards | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock Awards | | | Grant | Threshold | Target | Maximum | | | | | | | Name | Date | ($) | ($) | ($) | (#)(2) | (#)(3) | (#)(4) | ($/Sh) | ($)(5) | | Raul R. Rodriguez | | | | | | | | | | | 2018 Equity Plan | 1/29/2025 | | | | 63,400 | — | — | 22.49 | 1,120,785 | | 2018 Equity Plan | 1/29/2025 | | | | — | — | 63,400 | 22.49 | 1,120,785 | | 2018 Equity Plan | 1/29/2025 | | | | — | 42,300 | — | — | 951,327 | | 2025 Cash Incentive Plan | | — | 511,550 | 1,023,100 | | | | | | | Dean L. Schorno | | | | | | | | | | | 2018 Equity Plan | 1/29/2025 | | | | 14,788 | — | — | 22.49 | 261,422 | | 2018 Equity Plan | 1/29/2025 | | | | — | — | 14,788 | 22.49 | 261,422 | | 2018 Equity Plan | 1/29/2025 | | | | — | 19,717 | — | — | 443,435 | | 2025 Cash Incentive Plan | | — | 257,475 | 514,950 | | | | | | | Raymond J. Furey | | | | | | | | | | | 2018 Equity Plan | 1/29/2025 | | | | 14,788 | — | — | 22.49 | 261,422 | | 2018 Equity Plan | 1/29/2025 | | | | — | — | 14,788 | 22.49 | 261,422 | | 2018 Equity Plan | 1/29/2025 | | | | — | 19,717 | — | — | 443,435 | | 2025 Cash Incentive Plan | | — | 240,240 | 480,480 | | | | | | | David A. Santos | | | | | | | | | | | 2018 Equity Plan | 1/29/2025 | | | | 14,788 | — | — | 22.49 | 261,422 | | 2018 Equity Plan | 1/29/2025 | | | | — | — | 14,788 | 22.49 | 261,422 | | 2018 Equity Plan | 1/29/2025 | | | | — | 19,717 | — | — | 443,435 | | 2025 Cash Incentive Plan | | — | 257,960 | 515,920 | — | — | — | — | — | | Lisa Rojkjaer, M.D. | | | | | | | | | | | 2018 Equity Plan | 1/29/2025 | | | | 14,788 | — | — | 22.49 | 261,422 | | 2018 Equity Plan | 1/29/2025 | | | | — | — | 14,788 | 22.49 | 261,422 | | 2018 Equity Plan | 1/29/2025 | | | | — | 19,717 | — | — | 443,435 | | 2025 Cash Incentive Plan | | — | 258,640 | 517,280 | | | | | |

  59. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2025

    (1)The amounts shown for the 2025 Cash Plan reflect estimated payouts for the fiscal year ended December 31, 2025, under the 2025 Cash Plan based on the Company’s performance. See “What We Pay and Why – Short-Term Incentive Compensation” for a complete description of the 2025 Cash Plan and the related performance criteria. (2)The amounts shown represent performance-based stock options granted under the 2018 Plan to each of the Company’s NEOs. Please see “Compensation Discussion and Analysis” for further information regarding these awards. (3)The amounts shown represent service-based RSUs granted under the 2018 Plan to the Company’s NEOs. Please see “Compensation Discussion and Analysis” for further information regarding these awards. (4)The amounts shown represent service-based stock options granted under the 2018 Plan to the Company’s NEOs. Please see “Compensation Discussion and Analysis” for further information regarding these awards. (5)Reflects the aggregate grant date fair value of the awards, computed in accordance with the ASC 718. For additional information on the valuation assumptions with respect to these grants, refer to “Stock-Based Compensation” in our Annual Report on Form 10-K for the year ended December 31, 2025.

  60. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2025

    | 2026 Proxy Statement | | | 67 |

  61. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table shows for the fiscal year ended December 31, 2025, certain information regarding outstanding equity awards at fiscal year-end for the NEOs.

  62. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | Option Awards(1) | | | | | | Stock Awards(1) | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price/ Share ($) | Option Expiration | Option/ RSU Vesting Commencement Date | Number of RSUs That Have Not Vested (#) | Market Value of RSUs That Have Not Vested ($)(14) | | Raul R. Rodriguez | 1/26/16 | 40,000 | — | — | 27.40 | 1/26/26 | (2) | | | | | 1/26/16 | 40,000 | — | — | 27.40 | 1/26/26 | (2) | | | | | 2/2/17 | 14,211 | — | — | 21.10 | 2/2/27 | (2) | | | | | 2/2/17 | 45,000 | — | — | 21.10 | 2/2/27 | (2) | | | | | 2/2/17 | 30,788 | — | — | 21.10 | 2/2/27 | (2) | | | | | 1/24/18 | 47,499 | — | — | 44.90 | 1/24/28 | (2) | | | | | 1/24/18 | 23,750 | — | — | 44.90 | 1/24/28 | (2) | | | | | 1/24/18 | 23,750 | — | — | 44.90 | 1/24/28 | (2) | | | | | 1/23/19 | 5,000 | — | — | 20.00 | 1/23/29 | (2) | | | | | 1/23/19 | 60,000 | — | — | 20.00 | 1/23/29 | (2) | | | | | 1/23/19 | 54,999 | — | — | 20.00 | 1/23/29 | (2) | | | | | 2/6/20 | 32,500 | — | — | 24.20 | 2/6/30 | (2) | | | | | 2/6/20 | — | — | 16,250 | 24.20 | 2/6/30 | (3) | | | | | 2/6/20 | 16,250 | — | — | 24.20 | 2/6/30 | (2) | | | | | 2/6/20 | 64,999 | — | — | 24.20 | 2/6/30 | (2) | | | | | 1/27/21 | 3,918 | — | — | 35.40 | 1/27/31 | (2) | | | | | 1/27/21 | 48,581 | — | — | 35.40 | 1/27/31 | (2) | | | | | 1/27/21 | 26,250 | — | — | 35.40 | 1/27/31 | (2) | | | | | 1/27/21 | — | — | 26,250 | 35.40 | 1/27/31 | (3) | | | | | 1/24/22 | 39,165 | 834 | — | 24.20 | 1/24/32 | (4) | | | | | 1/24/22 | 20,000 | — | — | 24.20 | 1/24/32 | (2) | | | | | 1/24/22 | 20,000 | — | — | 24.20 | 1/24/32 | (2) | | | | | 1/24/22 | | | | | | (5) | 5,000 | 214,150 | | | 1/26/23 | 30,000 | — | — | 18.70 | 1/26/33 | (2) | | | | | 1/26/23 | 30,000 | — | — | 18.70 | 1/26/33 | (2) | | | | | 1/26/23 | 43,750 | 16,249 | — | 18.70 | 1/26/33 | (7) | | | | | 1/26/23 | | | | | | (8) | 15,000 | 642,450 | | | 1/23/24 | 30,000 | — | — | 12.70 | 1/23/34 | (2) | | | | | 1/23/24 | 30,000 | — | — | 12.70 | 1/23/34 | (2) | | | | | 1/23/24 | 38,318 | 21,681 | — | 12.70 | 1/23/34 | (9) | | | | | 1/23/24 | | | | | | (10) | 26,667 | 1,142,148 | | | 1/29/25 | 31,700 | — | — | 22.49 | 1/29/35 | (2) | | | | | 1/29/25 | — | — | 31,700 | 22.49 | 1/29/35 | (3) | | | | | 1/29/25 | 19,372 | 44,028 | — | 22.49 | 1/29/35 | (12) | | | | | 1/29/25 | | | | | | (13) | 42,300 | 1,811,709 | | Dean L. Schorno | 6/4/18 | 10,465 | — | — | 34.40 | 6/4/28 | (2) | | | | | 6/4/18 | 8,375 | — | — | 34.40 | 6/4/28 | (2) | | | | | 6/4/18 | 8,375 | — | — | 34.40 | 6/4/28 | (2) | | |

  63. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 2026 Proxy Statement | | | 68 |

  64. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | Option Awards(1) | | | | | | Stock Awards(1) | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price/ Share ($) | Option Expiration | Option/ RSU Vesting Commencement Date | Number of RSUs That Have Not Vested (#) | Market Value of RSUs That Have Not Vested ($)(14) | | | 6/4/18 | 6,284 | — | — | 34.40 | 6/4/28 | (2) | | | | | 1/23/19 | 12 | — | — | 20.00 | 1/23/29 | (2) | | | | | 1/23/19 | 14,250 | — | — | 20.00 | 1/23/29 | (2) | | | | | 1/23/19 | 16,250 | — | — | 20.00 | 1/23/29 | (2) | | | | | 2/6/20 | 1,286 | — | — | 24.20 | 2/6/30 | (2) | | | | | 2/6/20 | 10,000 | — | — | 24.20 | 2/6/30 | (2) | | | | | 2/6/20 | — | — | 5,000 | 24.20 | 2/6/30 | (3) | | | | | 2/6/20 | 5,000 | — | — | 24.20 | 2/6/30 | (2) | | | | | 2/6/20 | 15,867 | — | — | 24.20 | 2/6/30 | (2) | | | | | 1/27/21 | 3,046 | — | — | 35.40 | 1/27/31 | (2) | | | | | 1/27/21 | 8,203 | — | — | 35.40 | 1/27/31 | (2) | | | | | 1/27/21 | 5,625 | — | — | 35.40 | 1/27/31 | (2) | | | | | 1/27/21 | — | — | 5,625 | 35.40 | 1/27/31 | (3) | | | | | 1/24/22 | 9,787 | 212 | — | 24.20 | 1/24/32 | (4) | | | | | 1/24/22 | 5,000 | — | — | 24.20 | 1/24/32 | (2) | | | | | 1/24/22 | 5,000 | — | — | 24.20 | 1/24/32 | (2) | | | | | 1/24/22 | | | | | | (5) | 1,250 | 53,538 | | | 1/26/23 | 6,250 | — | — | 18.70 | 1/26/33 | (2) | | | | | 1/26/23 | 6,250 | — | — | 18.70 | 1/26/33 | (2) | | | | | 1/26/23 | 7,445 | 3,387 | — | 18.70 | 1/26/33 | (7) | | | | | 1/26/23 | | | | | | (8) | 3,150 | 134,915 | | | 1/23/24 | 7,850 | — | — | 12.70 | 1/24/34 | (2) | | | | | 1/23/24 | 7,850 | — | — | 12.70 | 1/24/34 | (2) | | | | | 1/23/24 | 10,029 | 5,670 | — | 12.70 | 1/24/34 | (9) | | | | | 1/23/24 | | | | | | (10) | 13,934 | 596,793 | | | 1/29/25 | 7,394 | — | — | 22.49 | 1/29/35 | (2) | | | | | 1/29/25 | — | — | 7,394 | 22.49 | 1/29/35 | (3) | | | | | 1/29/25 | 4,518 | 10,270 | — | 22.49 | 1/29/35 | (12) | | | | | 1/29/25 | | | | | | (13) | 19,717 | 844,479 | | Raymond J. Furey | 12/8/22 | 9,375 | — | — | 9.00 | 12/8/32 | (2) | | | | | 12/8/22 | 9,375 | — | — | 9.00 | 12/8/32 | (2) | | | | | 12/8/22 | 14,437 | 4,313 | — | 9.00 | 12/8/32 | (6) | | | | | 1/23/24 | 7,850 | — | — | 12.70 | 1/24/34 | (2) | | | | | 1/23/24 | 7,850 | — | — | 12.70 | 1/24/34 | (2) | | | | | 1/23/24 | 10,028 | 5,672 | — | 12.70 | 1/24/34 | (9) | | | | | 1/23/24 | | | | | | (10) | 13,934 | 596,793 | | | 1/29/25 | 7,394 | — | — | 22.49 | 1/29/35 | (2) | | | | | 1/29/25 | — | — | 7,394 | 22.49 | 1/29/35 | (3) | | | | | 1/29/25 | 4,518 | 10,270 | — | 22.49 | 1/29/35 | (12) | | | | | 1/29/25 | | | | | | (13) | 19,717 | 844,479 | | David A. Santos | 8/19/20 | 25,000 | — | — | 25.20 | 8/19/30 | (2) | | | | | 1/27/21 | 11,585 | — | — | 35.40 | 1/27/31 | (2) | | | | | 1/27/21 | 2,164 | — | — | 35.40 | 1/27/31 | (2) | | |

  65. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 2026 Proxy Statement | | | 69 |

  66. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | Option Awards(1) | | | | | | Stock Awards(1) | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price/ Share ($) | Option Expiration | Option/ RSU Vesting Commencement Date | Number of RSUs That Have Not Vested (#) | Market Value of RSUs That Have Not Vested ($)(14) | | | 1/27/21 | 6,875 | — | — | 35.40 | 1/27/31 | (2) | | | | | 1/27/21 | — | — | 6,875 | 35.40 | 1/27/31 | (3) | | | | | 1/24/22 | 9,787 | 212 | — | 24.20 | 1/24/32 | (4) | | | | | 1/24/22 | 5,000 | — | — | 24.20 | 1/24/32 | (2) | | | | | 1/24/22 | 5,000 | — | — | 24.20 | 1/24/32 | (2) | | | | | 1/24/22 | | | | | | (5) | 1,250 | 53,538 | | | 1/26/23 | 8,000 | — | — | 18.70 | 1/26/33 | (2) | | | | | 1/26/23 | 8,000 | — | — | 18.70 | 1/26/33 | (2) | | | | | 1/26/23 | 11,666 | 4,333 | — | 18.70 | 1/26/33 | (7) | | | | | 1/26/23 | | | | | | (8) | 4,000 | 171,320 | | | 1/23/24 | 7,850 | — | — | 12.70 | 1/24/34 | (2) | | | | | 1/23/24 | 7,850 | — | — | 12.70 | 1/24/34 | (2) | | | | | 1/23/24 | 10,028 | 5,671 | — | 12.70 | 1/24/34 | (9) | | | | | 1/23/24 | | | | | | (10) | 13,934 | 596,793 | | | 1/29/25 | 7,394 | — | — | 22.49 | 1/29/35 | (2) | | | | | 1/29/25 | — | — | 7,394 | 22.49 | 1/29/35 | (3) | | | | | 1/29/25 | 4,518 | 10,270 | — | 22.49 | 1/29/35 | (12) | | | | | 1/29/25 | | | | | | (13) | 19,717 | 844,479 | | Lisa Rojkjaer, M.D. | 3/27/24 | 9,375 | — | — | 14.90 | 3/27/34 | (2) | | | | | 3/27/24 | — | — | 9,375 | 14.90 | 3/27/34 | (3) | | | | | 3/27/24 | 8,197 | 10,553 | — | 14.90 | 3/27/34 | (11) | | | | | 1/29/25 | 7,394 | — | — | 22.49 | 1/29/35 | (2) | | | | | 1/29/25 | — | — | 7,394 | 22.49 | 1/29/35 | (3) | | | | | 1/29/25 | 4,518 | 10,270 | — | 22.49 | 1/29/35 | (12) | | | | | 1/29/25 | | | | | | (13) | 19,717 | 844,479 |

  67. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1)The stock options and RSU grants were issued pursuant to our equity plans. (2)Fully vested. (3)Vests upon achievement of certain performance-based milestones prior to the expiration of the term of the option. (4)Option vest in 48 equal monthly installments commencing on January 1, 2022. (5)The RSUs vest annually over four (4) years from February 1, 2022, with the first annual vest occurring on February 1, 2023. (6)Option vests 25% on November 21, 2023, and 36 equal monthly installments thereafter. (7)Option vest in 48 equal monthly installments commencing on January 1, 2023. (8)The RSUs vest annually over four (4) years from February 1, 2023, with the first annual vest occurring on February 1, 2024. (9)Option vest in 36 monthly installments commencing on January 23, 2024. (10)The RSUs vest annually over three (3) years from February 1, 2024, with the first annual vest occurring on February 1, 2025. (11)Option vests 25% on March 11, 2025, and 36 equal monthly installments thereafter. (12)Option vest in 36 monthly installments commencing on January 29, 2025. (13)The RSUs vest annually over three (3) years from February 10, 2025, with the first annual vest occurring on February 10, 2026. (14)Market value for unvested RSUs is calculated based on the closing stock price of $42.83 for a share of our common stock as of December 31, 2025.

  68. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 2026 Proxy Statement | | | 70 |

  69. OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2025

    OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2025 The following table shows for the fiscal year ended December 31, 2025, certain information regarding option exercises and stock vested during the last fiscal year with respect to the NEOs:

  70. OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting(#)(1) | Value Realized on Vesting($)(2) | | Raul R. Rodriguez | 90,000 | 69,300 | 25,833 | 542,751 | | Dean L. Schorno | 6,500 | 143,387 | 9,791 | 205,709 | | Raymond J. Furey | — | — | 6,966 | 146,356 | | David A. Santos | — | — | 10,216 | 214,638 | | Lisa Rojkjaer, M.D. | — | — | — | — |

  71. OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2025

    (1)The shares reported in this column represent shares acquired upon exercise of stock options and vesting of RSUs. (2)The value realized upon the exercise of stock option awards was determined by multiplying the number of shares acquired upon exercise by the difference between the per share exercise price of the option and the closing price of our common stock at the time of exercise. The value realized upon vesting of stock awards was calculated by multiplying the number of shares of RSUs vested by the market price at vest date.

  72. EMPLOYMENT, SEVERANCE AND CHANGE OF CONTROL AGREEMENTS

    EMPLOYMENT, SEVERANCE AND CHANGE OF CONTROL AGREEMENTS

  73. Executive Severance Plan

    Executive Severance Plan Our Severance Plan provides for the payment of certain severance benefits to eligible executive officers of the Company, including the NEOs, in the event of a termination of employment by the Company without Cause (as such term is defined in the Severance Plan) or a Resignation for Good Reason (as such term is defined in the Severance Plan) by the executive. Severance payable under the Severance Plan differs based upon whether the qualifying termination takes place (i) on or within eighteen (18) months following a Change of Control (as such term is defined in the Severance Plan) (a “COC Qualifying Termination”), or (ii) at any other time (a “Non-COC Qualifying Termination”). Payment of severance under the Severance Plan is conditioned upon the executive’s execution and timely return of a waiver and release of claims. In the event of a COC Qualifying Termination, and subject to the satisfaction of certain additional conditions set forth in the Severance Plan, the executive will be entitled to receive: (i) a lump sum cash severance payment equal to 2.5 (for Chief Executive Officer, President, or Executive Vice-Presidents) or 2.0 (for Vice-Presidents or Senior Vice-Presidents) multiplied by the aggregate of (A) the eligible employee’s “Base Salary” (which is equal to the greater of such eligible executive’s base salary in effect immediately prior to the Change of Control or the date of the qualifying termination of employment, and which will not reflect the impact of a reduction in base salary that gives rise to Good Reason) and (B) the product of (I) the average percentage of the target annual incentive bonus earned by the executive for performance during the two fiscal years immediately prior to the fiscal year in which the COC Qualifying Termination occurs, and (II) the target annual incentive bonus which the executive is eligible to earn in the fiscal year in which either the Change of Control occurs or the COC Qualifying Termination occurs, whichever is greater; provided that the target incentive shall not reflect the impact of a reduction in target annual incentive that gives rise to Good Reason, and provided further than if the executive has been employed for less than two years or has not participated in our annual bonus program for each of the prior two years, the performance achievement for purposes of clause (I) will be 100% for the years in which the executive was not employed or did not participate in the annual incentive program (clause (B), the “Eligible Bonus”); (ii) payment of the employer portion of the applicable Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) premiums for the executive and his or her eligible dependents for a maximum of 18 months, or reimbursement of such amount if applicable, subject to certain conditions; (iii) acceleration of all compensatory equity awards outstanding as of the COC Qualifying Termination; and (iv) extension of the post-termination exercise period of any then-outstanding stock options until the earlier of (A) the one (1) year

  74. Executive Severance Plan

    | 2026 Proxy Statement | | | 71 |

  75. Executive Severance Plan

    anniversary of the date of the COC Qualifying Termination, and (B) the original expiration date of such option in the absence of a termination of employment. In the event of a Non-COC Qualifying Termination, and subject to the satisfaction of certain additional conditions set forth in the Severance Plan, the executive will be entitled to receive: (i) cash salary continuation payments equal to the executive’s base salary as in effect immediately prior to the date of the Non-COC Qualifying Termination for eighteen (18) months (in the case of Mr. Rodriguez) and twelve (12) months (in the case of all other NEOs) (each, the “Severance Period,” and in each case, provided that the base salary will not include any impact of a reduction in base salary that gives rise to Good Reason), paid over the course of the Severance Period or until March 14th of the year following the Non-COC Qualifying Termination (whichever is sooner); (ii) payments equal to the employer portion of applicable COBRA premiums for the executive and his or her eligible dependents for a maximum period equal to the Severance Period, subject to certain conditions; (iii) accelerated vesting of time-based compensatory equity awards held by the executive as of the date of the Non-COC Qualifying Termination in an amount that would have vested during the applicable Severance Period; and (iv) extension of the term of any then-outstanding and unvested performance-based compensatory equity awards held by the executive for up to thirty (30) months (in the case of Mr. Rodriguez) or twenty-four (24) months (in the case of all other NEOs) such that any such awards that would have vested during such period shall become vested and exercisable as of the date, if any, that the performance goal related to such awards is achieved, and (v) extension of the post-termination exercise period of any then-outstanding stock options until the earlier of (A) thirty (30) months following the date of the Non-COC Qualifying Termination (in the case of Mr. Rodriguez) or twenty-four (24) months following the date of the Non-COC Qualifying Termination (in the case of all other NEOs), and (B) the original expiration date of such option in the absence of a termination of employment.

  76. 2025 POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND TERMINATION TABLE

    2025 POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND TERMINATION TABLE

  77. COC Qualifying Termination

    COC Qualifying Termination The following table provides information on severance benefits that would have become payable under the Severance Plan if the NEOs were subject to a COC Qualifying Termination on December 31, 2025.

  78. COC Qualifying Termination

    | | Voluntary Termination for Good Reason or Involuntary Termination Without Cause within 18 months After a Change of Control | | | | | Health Care Benefits | Salary and Bonus | Equity Acceleration | | Name and Principal Position | ($)(1) | ($)(2) | ($)(3) | | Raul R. Rodriguez | 16,596 | 3,312,022 | 4,251,891 | | Dean L. Schorno | 43,820 | 1,956,810 | 1,755,112 | | Raymond J. Furey | 74,835 | 1,825,824 | 1,626,951 | | David A. Santos | 74,835 | 1,963,721 | 1,814,374 | | Lisa Rojkjaer, M.D. | 24,179 | 1,939,800 | 909,420 |

  79. COC Qualifying Termination

    (1)Represents the full amount of the employer portion of premiums for continued coverage under our group health plans for each executive officer and respective eligible dependents for 18 months following termination of service, provided the executive officer timely elects continued coverage under COBRA. (2)Represents the lump sum cash severance benefit equal to 2.5 × (2025 Base Salary + Eligible Bonus). (3)Represents (i) the spread value of the outstanding unvested time-based options with accelerated vesting benefits that were in the money on December 31, 2025, calculated based on the closing price of our common stock of $42.83 on December 31, 2025, the last trading day of fiscal 2025 and the outstanding performance-based options as of December 31, 2025, which the Company estimates would have a probable chance of becoming vested during the post-termination vesting period, over the exercise price of such unvested options subject to vesting acceleration, plus (ii) the value of the accelerated vesting of all outstanding and unvested RSUs as of December 31, 2025, based on the closing price of our common stock of $42.83 on December 31, 2025.

  80. Non-COC Qualifying Termination

    Non-COC Qualifying Termination The following table provides information on severance benefits that would have become payable under the existing Executive Severance Plan if the NEOs were subject to a Non-COC Qualifying Termination on December 31, 2025.

  81. Non-COC Qualifying Termination

    | | Voluntary Termination for Good Reason or Involuntary Termination Without Cause | | | | | Health Care Benefits | Salary and Bonus | Equity Acceleration | | Name and Principal Position | ($)(1) | ($)(2) | ($)(3) | | Raul R. Rodriguez | 16,596 | 1,181,108 | 4,251,891 | | Dean L. Schorno | 29,213 | 514,950 | 1,038,019 | | Raymond J. Furey | 49,890 | 480,480 | 983,637 | | David A. Santos | 49,890 | 515,920 | 1,077,359 | | Lisa Rojkjaer, M.D. | 16,119 | 517,280 | 512,447 |

  82. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding executive “compensation actually paid” (“CAP”), as calculated per SEC disclosure rules, and certain measures of our performance for the fiscal years listed below. You should refer to our Compensation Discussion & Analysis (CD&A) for a complete description of how executive compensation relates to our performance and how the Compensation Committee makes its decisions. CAP represents an SEC required calculation of compensation that differs significantly from the Summary Compensation Table calculation of compensation, the NEOs realized or earned compensation, as well as from the way in which the Compensation Committee views annual compensation decisions, as discussed in the CD&A. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to equity awards which remain subject to forfeiture if the vesting conditions are not satisfied.

  83. PAY VERSUS PERFORMANCE DISCLOSURE

    | | | | | | Year-end value of $100 invested on 12/31/2020 in: | | | | | Year | Summary Compensation Table Total for CEO(1) $ | Compensation Actually Paid to CEO(2) $ | Average Summary Compensation Table Total for Non-CEO NEOs(3) $ | Average Compensation Actually Paid to Non-CEO NEOs(2) (3) $ | RIGL(4) $ | NASDAQ Biotechnology Index(4) $ | Net Income (Loss) (in millions) $ | Total Revenue (in millions) $ | | 2025 | 4,658,805 | 8,675,148 | 1,813,423 | 3,052,463 | 122.37 | 119.92 | 367.0 | 294.3 | | 2024 | 2,998,688 | 5,068,841 | 1,301,566 | 1,710,967 | 48.06 | 90.58 | 17.5 | 179.3 | | 2023 | 3,440,790 | 2,061,002 | 1,077,527 | 671,460 | 41.43 | 91.84 | (25.1) | 116.9 | | 2022 | 2,864,120 | 1,465,142 | 1,232,862 | 872,422 | 42.86 | 88.53 | (58.6) | 120.2 | | 2021 | 3,428,041 | 866,863 | 1,252,576 | 647,412 | 75.71 | 99.37 | (17.9) | 149.2 |

  84. PAY VERSUS PERFORMANCE DISCLOSURE

    Footnotes: (1)Raul Rodriguez has been the CEO of the Company since November 2014 and has been its president since May 2010.

  85. PAY VERSUS PERFORMANCE DISCLOSURE

    | 2026 Proxy Statement | | | 74 |

  86. PAY VERSUS PERFORMANCE DISCLOSURE

    (2)Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include:

  87. PAY VERSUS PERFORMANCE DISCLOSURE

    | | CEO | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | | ($) | ($) | ($) | ($) | ($) | | Total Compensation from Summary Compensation Table | 4,658,805 | 2,998,688 | 3,440,790 | 2,864,120 | 3,428,041 | | Adjustments for Equity Awards | | | | | | | Adjustment for grant date values in the Summary Compensation Table | (3,192,896) | (1,683,160) | (2,267,280) | (1,771,120) | (2,448,705) | | Year-end fair value of unvested awards granted in the current year | 3,335,754 | 1,788,710 | 1,217,867 | 795,491 | 578,006 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | 2,121,217 | 554,321 | (427,053) | (184,265) | (950,857) | | Fair values at vest date for awards granted and vested in current year | 1,331,815 | 551,249 | 114,948 | 260,343 | 269,958 | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | 420,453 | 859,033 | (18,270) | (499,427) | (9,580) | | Forfeitures during the current year equal to prior year-end fair value | - | - | - | - | - | | Total Adjustments for Equity Awards | 4,016,343 | 2,070,153 | (1,379,788) | (1,398,978) | (2,561,178) | | Compensation Actually Paid (as calculated) | 8,675,148 | 5,068,841 | 2,061,002 | 1,465,142 | 866,863 |

  88. PAY VERSUS PERFORMANCE DISCLOSURE

    | | Average Non-CEO NEOs | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | | ($) | ($) | ($) | ($) | ($) | | Total Compensation from Summary Compensation Table | 1,813,423 | 1,301,566 | 1,077,527 | 1,232,862 | 1,252,576 | | Adjustments for Equity Awards | | | | | | | Adjustment for grant date values in the Summary Compensation Table | (966,279) | (537,416) | (384,280) | (541,865) | (583,025) | | Year-end fair value of unvested awards granted in the current year | 1,199,979 | 563,100 | 144,805 | 248,969 | 137,627 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | 573,870 | 107,735 | (144,445) | (35,496) | (221,116) | | Fair values at vest date for awards granted and vested in current year | 310,626 | 163,278 | 13,649 | 44,372 | 64,268 | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | 120,844 | 112,704 | (9,756) | (76,420) | (2,918) | | Forfeitures during the current year equal to prior year-end fair value | - | - | (26,040) | - | - | | Total Adjustments for Equity Awards | 1,239,040 | 409,401 | (406,067) | (360,440) | (605,164) | | Compensation Actually Paid (as calculated) | 3,052,463 | 1,710,967 | 671,460 | 872,422 | 647,412 |

  89. PAY VERSUS PERFORMANCE DISCLOSURE

    (3)Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: 2025: Dean Schorno, Raymond Furey, David Santos and Lisa Rojkjaer 2024: Dean Schorno, Raymond Furey, David Santos and Lisa Rojkjaer

  90. PAY VERSUS PERFORMANCE DISCLOSURE

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  91. PAY VERSUS PERFORMANCE DISCLOSURE

    2023: Dean Schorno, Wolfgang Dummer (Dr. Dummer resigned from Rigel in March 2023), David Santos and Raymond Furey 2022: Dean Schorno, Dolly Vance (Ms. Vance retired from Rigel in October 2022), Wolfgang Dummer, David Santos, and Raymond Furey 2021: Dean Schorno, Dolly Vance, Wolfgang Dummer, and David Santos (4)Total Shareholder Return (“TSR”) is determined based on the value of an initial fixed investment of $100 as of December 31, 2020, and the reinvestment of all dividends are assumed. The TSR peer group consists of the NASDAQ Biotechnology Index, the same peer group used in our Annual Report. While compensation actually paid fluctuates due to accounting valuation of equity awards, realizable compensation remains directly tied to stock price performance and achievement of objective performance metrics.

  92. Tabular List of Performance Measures

    Tabular List of Performance Measures As noted in the CD&A, for 2025, the principal incentive elements in the Company’s executive compensation program were delivered in the form of annual incentives and equity awards. As is the case with many companies in the biotechnology industry, the Company’s annual incentive objectives are generally tied to the Company’s strategic and operational goals rather than financial goals. The following is a list of performance measures, which in the Company’s assessment represents the most important performance measures used by the Company to link compensation actually paid to the NEOs for 2025: •U.S. Net Product Sales (2025 Cash Plan and 2026 Performance-Based Options •Expansion of clinical pipeline (clinical trials, corporate development via acquisition and/or licensing) (2025 Cash Plan) •Operating Expenses •Adjusted EBITDA (2025 Cash Plan) •Total Revenues* *While not a direct component of the Company’s executive compensation program, revenue is included due to its reflection of the growth of our product sales. To measure growth in our product sales, a performance metric used under our annual incentive compensation program, we have identified revenue as our Company-Selected Measure which we believe reflects how well we have executed against our objective with respect to growth in our product sales.

  93. Pay Versus Performance: Graphical Description

    Pay Versus Performance: Graphical Description The illustrations below provide a graphical description of CAP (as calculated in accordance with the SEC rules) and the following measures: •the Company’s cumulative TSR and the Peer Group’s cumulative TSR; •the Company’s Net Income; and •the Company Selected Measure, which for us is the total revenue. As noted above, while not a direct component of our executive compensation program, revenue is included due to its reflection of the growth of our product sales. To measure growth in our product sales, a performance metric used under our annual incentive compensation program, we have identified revenue as our Company-Selected Measure which we believe reflects how well we have executed against our objective with respect to growth in product sales.

  94. Pay Versus Performance: Graphical Description

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  95. CAP and Cumulative TSR / Cumulative TSR of the Peer Group

    CAP and Cumulative TSR / Cumulative TSR of the Peer Group

  96. POLICIES AND PRACTICES REGARDING THE GRANT OF EQUITY AWARDS

    POLICIES AND PRACTICES REGARDING THE GRANT OF EQUITY AWARDS When making regular annual equity grants, the Compensation Committee’s practice is to approve them at its meeting in the first quarter of each year as part of the annual compensation review and after results for the preceding fiscal year become available. Because the Compensation Committee’s regular meeting schedule is determined in the prior fiscal year or earlier, the proximity of any awards to other significant corporate events is coincidental. ln addition, the Compensation Committee may make grants at any time during the year it deems appropriate, including with respect to new hires or transitions. The Company does not schedule its equity grants in anticipation of the release of material non-public information (“MNPI”) nor does the Company time the release of MNPI based on equity grant dates. During 2025, no stock option grants were made to any of our NEOs during any period beginning four business days before the filing or furnishing of a periodic report or current report and ending one business day after the filing or furnishing of any such report with the SEC.

  97. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our Compensation Committee reviews both cash and equity compensation for non-employee directors each year with assistance from Compensation Consultant, who prepare a comprehensive assessment of our non-employee director compensation program. That assessment includes benchmarking of director compensation against the same peer group used for executive compensation purposes, an update on recent trends in director compensation, and a review of related corporate governance best practices. In consideration of this assessment as well as the Company’s performance and other factors, in 2021, the Compensation Committee adopted a Non-Employee Director Compensation Policy (“Director Compensation Policy”). The Board, consistent with the recommendation of the Compensation Committee and the Director Compensation Policy, set 2025 cash compensation at the same level as 2024. For services provided in 2025, each non-employee director received, paid on a quarterly basis for each quarter served, a yearly retainer of $50,000. The Chairman of the Board received an additional $40,000. In addition, the Audit Committee chair received an additional yearly retainer of $22,000, the Governance Committee chair received an additional yearly retainer of $15,000, the Compensation Committee chair received an additional yearly retainer of $15,000, and the Scientific & Clinical Trial Advisory Committee Chair received an additional yearly retainer of $15,000. Each non-chair member of the Audit Committee received an additional yearly retainer of $12,000. Each non-chair member of the Compensation Committee received an additional yearly retainer of $10,000. Each non-chair member of the Governance Committee received an additional yearly retainer of $10,000. Each non-chair member of the Finance Committee received an additional yearly retainer of $5,000. Each non-chair member of the Scientific & Clinical Trial Advisory Committee received an additional yearly retainer of $10,000. In the fiscal year ended December 31, 2025, the total cash compensation earned by all non-employee directors as a group was $503,916. For 2025, consistent with prior years, cash compensation was provided through the Company’s cash compensation policy and equity grants were provided through the 2018 Plan. Under the Director Compensation Policy, in addition to the cash retainer described above, and subject to the director’s continuing service on our Board, each non-employee director will automatically receive, on the day following each annual meeting, the option to purchase three thousand (3,000) shares of common stock and two thousand five hundred (2,500) RSUs. In 2025, each of our non-employee directors received stock option and RSU grants under our 2018 Plan. Options granted to the non-employee directors are not intended to qualify as incentive stock options under the Code. The exercise price of options granted to non-employee directors under the 2018 Plan is 100% of the fair market value of our common stock on the date of the option grant, which is equal to the closing price of our stock on the grant date. The initial option grants to non-employee directors vest in equal monthly installments over the shorter of three years from the date of grant or the period beginning on the date the director is appointed to the Board and ending on the date of the annual meeting at which the director is first considered for election by the stockholders, provided that the non-employee director continues to provide services to us, and annual option grants to non-employee directors vest in equal monthly installments over one year from the date

  98. DIRECTOR COMPENSATION

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  99. DIRECTOR COMPENSATION

    of grant. The term of options granted to non-employee directors under the 2018 Plan is 10 years. RSUs vest on the date prior to the next Company Annual Meeting. In the event of a merger of the Company with or into another corporation or a consolidation, acquisition of assets or other change of control transaction involving us, each option will either continue in effect, if we are the surviving entity, or, if neither assumed nor substituted, will accelerate and the option will terminate if not exercised prior to the consummation of the transaction.

  100. DIRECTOR COMPENSATION FOR FISCAL YEAR 2025

    DIRECTOR COMPENSATION FOR FISCAL YEAR 2025 The following table shows the compensation of all non-employee directors of the Company for the fiscal year ended December 31, 2025:

  101. DIRECTOR COMPENSATION FOR FISCAL YEAR 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards($)(1)(2) | Option Awards ($) (1)(2) | All Other Compensation ($) | Total ($) | | Kamil Ali-Jackson, Esq. | 77,000 | 47,375 | 43,392 | — | 167,767 | | Mark W. Frohlich, M.D.(3) | 57,416 | 23,688 | 207,516 | — | 288,620 | | Alison L. Hannah, M.D. | 75,000 | 47,375 | 43,392 | — | 165,767 | | Gregg A. Lapointe | 127,000 | 47,375 | 43,392 | — | 217,767 | | Walter H. Moos, Ph.D. | 75,000 | 47,375 | 43,392 | — | 165,767 | | Jane Wasman, J.D. | 82,000 | 47,375 | 43,392 | — | 172,767 |

  102. DIRECTOR COMPENSATION FOR FISCAL YEAR 2025

    (1)Reflects the aggregate grant date fair value of stock option and RSU awards, computed in accordance with ASC 718. For additional information on the valuation assumptions with respect to these grants, refer to “Stock-Based Compensation” in our Annual Report on Form 10-K for the year ended December 31, 2025. (2)Option awards outstanding as of December 31, 2025, for each non-employee director were as follows (outstanding/unexercisable): Ms. Ali-Jackson – 23,250/1,250; Dr. Frohlich – 13,500/8,472; Dr. Hannah – 20,750/1,250; Mr. Lapointe – 37,000/1,250; Dr. Moos – 38,000/1,250; and Ms. Wasman – 29,875/1,250. RSU awards outstanding and unvested as of December 31, 2025, for each non-employee director were as follows: Ms. Ali-Jackson – 2,500; Dr. Frohlich – 1,250; Dr. Hannah – 2,500; Mr. Lapointe – 2,500; Dr. Moos – 2,500; and Ms. Wasman – 2,500. (3)Dr. Frohlich joined us as a director in March 2025. The option awards reported for Dr. Frohlich include the grant fair value of 12,000 stock options granted upon his appointment to the Board.

  103. DIRECTOR COMPENSATION FOR FISCAL YEAR 2025

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  104. Rigel Pharmaceuticals, Inc. 2018 Equity Incentive Plan

    Rigel Pharmaceuticals, Inc. 2018 Equity Incentive Plan

  105. APPROVED BY THE STOCKHOLDERS: MAY [ ], 2026

    APPROVED BY THE STOCKHOLDERS: MAY [ ], 2026 1.GENERAL. (a)Successor to and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the Rigel Pharmaceuticals, Inc. 2011 Equity Incentive Plan (the “2011 Plan”), the Rigel Pharmaceuticals, Inc. 2000 Equity Incentive Plan, as amended and restated (the “2000 Plan”), and the Rigel Pharmaceuticals, Inc. 2000 Non-Employee Directors’ Stock Option Plan (the “2000 Non-Employee Directors’ Plan”, and together with the 2011 Plan, and the 2000 Plan, the “Prior Plans”). Following the Effective Date, no additional stock awards may be granted under the Prior Plans. Any unallocated shares remaining available for grant under the Prior Plans as of 12:01 a.m., Pacific Time on the Effective Date (the “Prior Plans’ Available Reserve”) will cease to be available under such Prior Plans at such time and will be added to the Share Reserve (as further described in Section 3(a) below) and be then immediately available for grant and issuance pursuant to Stock Awards granted under the Plan. In addition, from and after 12:01 a.m., Pacific Time on the Effective Date, all outstanding stock awards granted under the Prior Plans will remain subject to the terms of such Prior Plans, as applicable; provided, however, that any shares subject to outstanding stock awards granted under the Prior Plans that (i) expire or terminate for any reason prior to exercise or settlement, (ii) are forfeited, cancelled or otherwise returned to the Company because of the failure to meet a contingency or condition required for the vesting of such shares, or (iii) other than with respect to outstanding options and stock appreciation rights granted under the Prior Plans, with respect to which the exercise or strike price is at least one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the option or stock appreciation right on the date of grant (the “Prior Plans’ Appreciation Awards”), are reacquired or withheld (or not issued) by the Company to satisfy a tax withholding obligation in connection with a stock award(collectively, the “Prior Plans’ Returning Shares”) will immediately be added to the Share Reserve (as further described in Section 3(a) below) as and when such shares become Prior Plans’ Returning Shares and become available for issuance pursuant to Awards granted hereunder. All Stock Awards granted on or after 12:01 a.m., Pacific Time on the Effective Date will be subject to the terms of this Plan. (b)Eligible Award Recipients. Employees, Directors and Consultants are eligible to receive Stock Awards. (c)Available Stock Awards. The Plan provides for the grant of the following types of Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) RSU Awards, (vi) Performance Stock Awards, and (vii) Other Stock Awards. (d)Purpose. The Plan, through the granting of Stock Awards, is intended to help the Company and any Affiliate secure and retain the services of eligible award recipients, provide incentives for such persons to

  106. APPROVED BY THE STOCKHOLDERS: MAY [ ], 2026

    exert maximum efforts for the success of the Company and any Affiliate and provide a means by which the eligible recipients may benefit from increases in value of the Common Stock. 2.ADMINISTRATION. (a)Administration by Board. The Board will administer the Plan. The Board may delegate administration of the Plan to a Committee or Committees, as provided in Section 2(c). (b)Powers of Board. The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan: (i)To determine (A) who will be granted Stock Awards; (B) when and how each Stock Award will be granted; (C) what type of Stock Award will be granted; (D) the provisions of each Stock Award (which need not be identical), including when a person will be permitted to exercise or otherwise receive cash or Common Stock under the Stock Award; (E) the number of shares of Common Stock subject to, or the cash value of, a Stock Award; and (F) the Fair Market Value applicable to a Stock Award. (ii)To construe and interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules and regulations for administration of the Plan and Stock Awards. The Board, in the exercise of these powers, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement, in a manner and to the extent it will deem necessary or expedient to make the Plan or Stock Award fully effective. (iii)To settle all controversies regarding the Plan and Stock Awards granted under it. (iv)To accelerate, in whole or in part, the time at which a Stock Award may be exercised or vest (or the time at which cash or shares of Common Stock may be issued in settlement thereof). (v)To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or a Stock Award Agreement, suspension or termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Stock Award without his or her written consent except as provided in subsection (viii) below. (vi)To amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments relating to Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to make the Plan or Stock Awards granted under the Plan compliant with the requirements for Incentive Stock Options or exempt from or compliant with the requirements for nonqualified deferred compensation under Section 409A of the Code, subject to the limitations, if any, of applicable law. However, if required by applicable law or listing requirements, and except as provided in Section 10(a) relating to Capitalization Adjustments, the Company will seek stockholder approval of any amendment of the Plan that (A) materially increases the number of shares of Common Stock available for issuance under the Plan, (B) materially expands the class of individuals eligible to receive Stock Awards under the Plan, (C) materially increases the benefits accruing to Participants under the Plan, (D) materially reduces the price at which shares of Common Stock may be issued or purchased under the Plan, or (E) materially expands the types of Stock Awards available for issuance under the Plan. Except as provided in the Plan (including Section 2(b)(viii)) or a Stock Award Agreement, no amendment of the Plan will materially impair a Participant’s rights under an outstanding Stock Award without the Participant’s written consent. (vii)To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of (A) Section 422 of the Code regarding incentive stock options or (B) Rule 16b-3. (viii)To approve forms of Stock Award Agreements for use under the Plan and to amend the terms of any one or more Stock Awards, including, but not limited to, amendments to provide terms more favorable to the Participant than previously provided in the Stock Award Agreement, subject to any specified limits in the Plan that are not subject to Board discretion; provided, however, that a Participant’s rights under any Stock Award will not be impaired by any such amendment unless (A) the Company requests the consent of the affected Participant, and (B) such Participant consents in

  107. APPROVED BY THE STOCKHOLDERS: MAY [ ], 2026

    writing. Notwithstanding the foregoing, (1) a Participant’s rights will not be deemed to have been impaired by any such amendment if the Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially impair the Participant’s rights, and (2) subject to the limitations of applicable law, if any, the Board may amend the terms of any one or more Stock Awards without the affected Participant’s consent (A) to maintain the qualified status of the Stock Award as an Incentive Stock Option under Section 422 of the Code; (B) to change the terms of an Incentive Stock Option, if such change results in impairment of the Stock Award solely because it impairs the qualified status of the Stock Award as an Incentive Stock Option under Section 422 of the Code; (C) to clarify the manner of exemption from, or to bring the Stock Award into compliance with, Section 409A of the Code; or (D) to comply with other applicable laws or listing requirements. (ix)Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Plan or Stock Awards. (x)To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors or Consultants who are foreign nationals or employed outside the United States (provided that Board approval will not be necessary for immaterial modifications to the Plan or any Stock Award Agreement that are required for compliance with the laws of the relevant foreign jurisdiction). (c)Delegation to Committee. (i)General. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee, as applicable). Any delegation of administrative powers will be reflected in resolutions, not inconsistent with the provisions of the Plan, adopted from time to time by the Board or Committee (as applicable). The Committee may, at any time, abolish the subcommittee and/or revest in the Committee any powers delegated to the subcommittee. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. (ii)Rule 16b-3 Compliance. The Committee may consist solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. (d)Delegation to an Officer. The Board may delegate to one or more Officers the authority to do one or both of the following (i) designate Employees who are not Officers to be recipients of Options and SARs (and, to the extent permitted by applicable law, other Stock Awards) and, to the extent permitted by applicable law, the terms of such Stock Awards, and (ii) determine the number of shares of Common Stock to be subject to such Stock Awards granted to such Employees; provided, however, that the Board resolutions regarding such delegation will specify the total number of shares of Common Stock that may be subject to the Stock Awards granted by such Officer and that such Officer may not grant a Stock Award to himself or herself. Any such Stock Awards will be granted on the form of Stock Award Agreement most recently approved for use by the Committee or the Board, unless otherwise provided in the resolutions approving the delegation authority. The Board may not delegate authority to an Officer who is acting solely in the capacity of an Officer (and not also as a Director) to determine the Fair Market Value pursuant to Section 13(u)(iii) below. (e)Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons. (f)Repricing; Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to (i) reduce the exercise, purchase or strike price of any outstanding Option or SAR under the Plan, or (ii) cancel any outstanding Option or SAR that has an exercise price or strike price

  108. APPROVED BY THE STOCKHOLDERS: MAY [ ], 2026

    greater than the then-current Fair Market Value of the Common Stock in exchange for cash or other Stock Awards under the Plan, unless the stockholders of the Company have approved such an action within 12 months prior to such an event. (g)Dividends and Dividend Equivalents. Dividends or dividend equivalents may be paid or credited, as applicable, with respect to any shares of Common Stock subject to a Stock Award (other than an Option or SAR), as determined by the Board and contained in the applicable Stock Award Agreement; provided, however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested under the terms of such Stock Award Agreement, (ii) any dividends or dividend equivalents that are credited with respect to any such shares will be subject to all of the terms and conditions applicable to such shares under the terms of such Stock Award Agreement (including, but not limited to, any vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the Company on the date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under the terms of such Stock Award Agreement. 3.SHARES SUBJECT TO THE PLAN. (a)Share Reserve. (i)Subject to Section 10(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards from and after the Effective Date will not exceed (A) 5,015,713 shares (which number is the sum of (i) the number of shares (1,003,213 subject to the Prior Plans’ Available Reserve and (ii) an additional 500,000 new shares, plus 400,000 shares of Common Stock approved by the Board in January 2019, and subsequently approved by the Company’s stockholders, plus 280,000 shares of Common Stock approved by the Board in February 2020, and subsequently approved by the Company’s stockholders, plus 82,500 shares of Common Stock approved by the Board in January 2021, and subsequently approved by the Company’s stockholders, plus 500,000 shares of Common Stock approved by the Board in March 2022, and subsequently approved by the Company’s stockholders, plus 400,000 shares of Common Stock approved by the Board in February 2023, and subsequently approved by the Company’s stockholders, plus 650,000 shares of Common Stock approved by the Board in February 2024, and subsequently approved by the Company’s stockholders, plus 700,000 shares of Common Stock approved by the Board in January 2025, and subsequently approved by the Company’s stockholders, plus 500,000 shares of Common Stock approved by the Board in February 2026, and subsequently approved by the Company’s stockholders) and (B) the Prior Plans’ Returning Shares, if any, which become available for grant under this Plan from time to time (such aggregate number of shares described in (A) and (B) above, the “Share Reserve”). (ii)For clarity, the Share Reserve in this Section 3(a) is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 8(a). Shares may be issued in connection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan. (iii)Subject to Section 3(b), the number of shares of Common Stock available for issuance under the Plan will be reduced by: (A) one share for each share of Common Stock issued pursuant to an Option or SAR with respect to which the exercise or strike price is at least 100% of the Fair Market Value of the Common Stock subject to the Option or SAR on the date of grant; and (B) one and forty four hundredths (1.44) shares for each share of Common Stock issued pursuant to a Full Value Award. (b)Reversion of Shares to the Share Reserve. (i)Shares Available For Subsequent Issuance. If (A) any shares of Common Stock subject to a Stock Award are not issued because such Stock Award or any portion thereof expires or otherwise terminates without all of the shares covered by such Stock Award having been issued or is settled in cash (i.e., the Participant receives cash rather than stock), (B) any shares of Common Stock issued

  109. APPROVED BY THE STOCKHOLDERS: MAY [ ], 2026

    pursuant to a Stock Award are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required for the vesting of such shares, or (C) with respect to a Full Value Award, any shares of Common Stock are reacquired or withheld (or not issued) by the Company to satisfy a tax withholding obligation in connection with such Full Value Award, such shares will again become available for issuance under the Plan (collectively, the “2018 Plan Returning Shares”). For each (1) 2018 Plan Returning Share subject to a Full Value Award or (2) Prior Plans’ Returning Share subject to a stock award other than a Prior Plans’ Appreciation Award, the number of shares of Common Stock available for issuance under the Plan will increase by one and forty-four hundredths (1.44) shares. (ii)Shares Not Available For Subsequent Issuance. Any shares of Common Stock reacquired or withheld (or not issued) by the Company to satisfy the exercise or purchase price of a Stock Award will no longer be available for issuance under the Plan, including any shares subject to a Stock Award that are not delivered to a Participant because such Stock Award is exercised through a reduction of shares subject to such Stock Award (i.e., “net exercised”). In addition, any shares reacquired or withheld (or not issued) by the Company to satisfy a tax withholding obligation in connection with an Option or Stock Appreciation Right or a Prior Plans’ Appreciation Award, or any shares repurchased by the Company on the open market with the proceeds of the exercise or strike price of an Option or Stock Appreciation Right or a Prior Plans’ Appreciation Award will no longer be available for issuance under the Plan. (c)Incentive Stock Option Limit. Subject to the Share Reserve and Section 10(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be 3,907,040 shares of Common Stock. (d)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise. 4.ELIGIBILITY. (a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stock Awards may not be granted to Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in Rule 405, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, because the Stock Awards are granted pursuant to a corporate transaction such as a spin off transaction) or (ii) the Company, in consultation with its legal counsel, has determined that such Stock Awards are otherwise exempt from or alternatively comply with the distribution requirements of Section 409A of the Code. (b)Ten Percent Stockholders. A Ten Percent Stockholder will not be granted an Incentive Stock Option unless the exercise price of such Option is at least 110% of the Fair Market Value on the date of grant and the Option is not exercisable after the expiration of five years from the date of grant.

  110. 5.NON-EMPLOYEE DIRECTORS COMPENSATION LIMITS

    5.NON-EMPLOYEE DIRECTORS COMPENSATION LIMITS Non-Employee Director Compensation Limit. The aggregate value of all compensation granted or paid, as applicable, to any individual for service as a Non-Employee Director with respect to any period commencing on the date of the Company’s Annual Meeting for a particular year and ending on the day immediately prior to the date of the Company’s Annual Meeting for the next subsequent year (the “Annual Period”), including Awards granted and cash fees paid by the Company to such Non-Employee Director, will not exceed (i) $1,000,000 in total value or (ii) in the event such Non-Employee Director is first appointed or elected to the Board during such Annual Period, $1,500,000 in total value, in each case calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes. The limitations in this Section 5 shall apply commencing on the date of the 2021 Annual Meeting.

  111. 5.NON-EMPLOYEE DIRECTORS COMPENSATION LIMITS

    | 2026 Proxy Statement | | | A-5 |

  112. 5.NON-EMPLOYEE DIRECTORS COMPENSATION LIMITS

    6.PROVISIONS RELATING TO OPTIONS AND STOCK APPRECIATION RIGHTS. Each Option or SAR will be in such form and will contain such terms and conditions as the Board deems appropriate. All Options will be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The provisions of separate Options or SARs need not be identical; provided, however, that each Stock Award Agreement will conform to (through incorporation of provisions hereof by reference in the applicable Stock Award Agreement or otherwise) the substance of each of the following provisions: (a)Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the expiration of ten years from the date of its grant, or such shorter period specified in the Stock Award Agreement. (b)Exercise Price. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise or strike price of each Option or SAR will be not less than 100% of the Fair Market Value of the Common Stock subject to the Option or SAR on the date the Stock Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike price lower than 100% of the Fair Market Value of the Common Stock subject to the Stock Award if such Stock Award is granted pursuant to an assumption of or substitution for another option or stock appreciation right pursuant to a Corporate Transaction and in a manner consistent with the provisions of Section 409A of the Code and, if applicable, Section 424(a) of the Code. Each SAR will be denominated in shares of Common Stock equivalents. (c)Purchase Price for Options. The purchase price of Common Stock acquired pursuant to the exercise of an Option may be paid, to the extent permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. The Board will have the authority to grant Options that do not permit all of the following methods of payment (or that otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to use a particular method of payment. The permitted methods of payment are as follows: (i)by cash, check, bank draft or money order payable to the Company; (ii)pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the Common Stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds; (iii)by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock; (iv)if an Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued. Shares of Common Stock will no longer be subject to an Option and will not be exercisable thereafter to the extent that (A) shares issuable upon exercise are used to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations; or (v)in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Stock Award Agreement. (d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the Company in compliance with the provisions of the Stock Award Agreement evidencing such SAR. The appreciation distribution payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise of

  113. 5.NON-EMPLOYEE DIRECTORS COMPENSATION LIMITS

    | 2026 Proxy Statement | | | A-6 |

  114. 5.NON-EMPLOYEE DIRECTORS COMPENSATION LIMITS

    the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is vested under such SAR, and with respect to which the Participant is exercising the SAR on such date, over (B) the aggregate strike price of the number of Common Stock equivalents with respect to which the Participant is exercising the SAR on such date. The appreciation distribution may be paid in Common Stock, in cash, in any combination of the two or in any other form of consideration, as determined by the Board and contained in the Stock Award Agreement evidencing such SAR. (e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such limitations on the transferability of Options and SARs as the Board will determine. In the absence of such a determination by the Board to the contrary, the restrictions set forth in this Section 6(e) on the transferability of Options and SARs will apply. Notwithstanding the foregoing or anything in the Plan or a Stock Award Agreement to the contrary, no Option or SAR may be transferred to any financial institution without prior stockholder approval. (i)Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (and pursuant to Sections 6(e)(ii) and 6(e)(iii) below) and will be exercisable during the lifetime of the Participant only by the Participant. Subject to the foregoing paragraph, the Board may permit transfer of the Option or SAR in a manner that is not prohibited by applicable tax and securities laws. Except as explicitly provided in the Plan, neither an Option nor a SAR may be transferred for consideration. (ii)Domestic Relations Orders. Subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulations Section 1.421-1(b)(2). If an Option is an Incentive Stock Option, such Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (iii)Beneficiary Designation. Subject to the approval of the Board or a duly authorized Officer, a Participant may, by delivering written notice to the Company, in a form approved by the Company (or the designated broker), designate a third party who, upon the death of the Participant, will thereafter be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, upon the death of the Participant, the executor or administrator of the Participant’s estate will be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of applicable laws. (f)Vesting Generally. The total number of shares of Common Stock subject to an Option or SAR may vest and become exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options or SARs may vary. (g)Termination of Continuous Service. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the Participant and the Company or an Affiliate, if a Participant’s Continuous Service terminates (other than for Cause and other than upon the Participant’s death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date three months following such termination of Continuous Service (or such longer or shorter period specified in the Stock Award Agreement), and (ii) the expiration of the term of the Option or SAR as set forth in the Stock Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR (as applicable) within the applicable time frame, the Option or SAR (as applicable) will terminate. (h)Extension of Termination Date. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the Participant and the Company or an Affiliate, if the exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause and other than upon the Participant’s death or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then the

  115. 5.NON-EMPLOYEE DIRECTORS COMPENSATION LIMITS

    | 2026 Proxy Statement | | | A-7 |

  116. 5.NON-EMPLOYEE DIRECTORS COMPENSATION LIMITS

    Option or SAR will terminate on the earlier of (i) the expiration of a total period of time (that need not be consecutive) equal to the applicable post-termination exercise period after the termination of the Participant’s Continuous Service during which the exercise of the Option or SAR would not be in violation of such registration requirements, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Stock Award Agreement. In addition, unless otherwise provided in a Participant’s Stock Award Agreement, if the sale of any Common Stock received upon exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause) would violate the Company’s insider trading policy, then the Option or SAR will terminate on the earlier of (i) the expiration of a period of time (that need not be consecutive) equal to the applicable post-termination exercise period after the termination of the Participant’s Continuous Service during which the sale of the Common Stock received upon exercise of the Option or SAR would not be in violation of the Company’s insider trading policy, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Stock Award Agreement. (i)Disability of Participant. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the Participant and the Company or an Affiliate, if a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous Service (or such longer or shorter period specified in the Stock Award Agreement), and (ii) the expiration of the term of the Option or SAR as set forth in the Stock Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR (as applicable) within the applicable time frame, the Option or SAR (as applicable) will terminate. (j)Death of Participant. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the Participant and the Company or an Affiliate, if (i) a Participant’s Continuous Service terminates as a result of the Participant’s death, or (ii) the Participant dies within the period (if any) specified in the Stock Award Agreement for exercisability after the termination of the Participant’s Continuous Service (for a reason other than death), then the Participant’s Option or SAR may be exercised (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of death) by the Participant’s estate, by a person who acquired the right to exercise the Option or SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participant’s death, but only within such period of time ending on the earlier of (i) the date 18 months following the date of death (or such longer or shorter period specified in the Stock Award Agreement), and (ii) the expiration of the term of such Option or SAR as set forth in the Stock Award Agreement. If, after the Participant’s death, the Option or SAR (as applicable) is not exercised within the applicable time frame, the Option or SAR (as applicable) will terminate. (k)Termination for Cause. Except as explicitly provided otherwise in a Participant’s Stock Award Agreement or other individual written agreement between the Participant and the Company or an Affiliate, if a Participant’s Continuous Service is terminated for Cause, the Participant’s Option or SAR will terminate immediately upon such termination of Continuous Service, and the Participant will be prohibited from exercising his or her Option or SAR from and after the time of such termination of Continuous Service. (l)Non-Exempt Employees. If an Option or SAR is granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, the Option or SAR will not be first exercisable for any shares of Common Stock until at least six months following the date of grant of the Option or SAR (although the Stock Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity Act, (i) if such non-exempt employee dies or suffers a Disability, (ii) upon a Corporate Transaction in which such Option or SAR is not assumed, continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the Participant’s Stock Award Agreement, in another agreement between the Participant and the Company or an Affiliate, or, if no such definition, in accordance with the Company’s or Affiliate’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or required for compliance with the Worker Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection with the exercise, vesting or issuance of any shares under any other Stock Award will be

  117. 5.NON-EMPLOYEE DIRECTORS COMPENSATION LIMITS

    | 2026 Proxy Statement | | | A-8 |

  118. 5.NON-EMPLOYEE DIRECTORS COMPENSATION LIMITS

    exempt from the employee’s regular rate of pay, the provisions of this Section 6(l) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. 7.PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS AND SARS. (a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as the Board deems appropriate. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock underlying a Restricted Stock Award may be (i) held in book entry form subject to the Company’s instructions until any restrictions relating to the Restricted Stock Award lapse, or (ii) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of Restricted Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical. Each Restricted Stock Award Agreement will conform to (through incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions: (i)Consideration. A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft or money order payable to the Company, (B) past services to the Company or an Affiliate, or (C) any other form of legal consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. (ii)Vesting. Shares of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance with a vesting schedule to be determined by the Board. (iii)Termination of Participant’s Continuous Service. If a Participant’s Continuous Service terminates, the Company may receive through a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the Participant as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement. (iv)Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board will determine in its sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted Stock Award Agreement. Notwithstanding the foregoing or anything in the Plan or a Restricted Stock Award Agreement to the contrary, no Restricted Stock Award may be transferred to any financial institution without prior stockholder approval. (b)RSU Awards. Each RSU Award Agreement will be in such form and will contain such terms and conditions as the Board deems appropriate. The terms and conditions of RSU Award Agreements may change from time to time, and the terms and conditions of separate RSU Award Agreements need not be identical. Each RSU Award Agreement will conform to (through incorporation of the provisions hereof by reference in the Agreement or otherwise) the substance of each of the following provisions: (i)Consideration. At the time of grant of an RSU Award, the Board will determine the consideration, if any, to be paid by the Participant upon delivery of each share of Common Stock subject to the RSU Award. The consideration to be paid (if any) by the Participant for each share of Common Stock subject to an RSU Award may be paid in any form of legal consideration that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. (ii)Vesting. At the time of the grant of an RSU Award, the Board may impose such restrictions on or conditions to the vesting of the RSU Award as it, in its sole discretion, deems appropriate. (iii)Payment. An RSU Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof or in any other form of consideration, as determined by the Board and contained in the RSU Award Agreement. (iv)Additional Restrictions. At the time of the grant of an RSU Award, the Board, as it deems appropriate, may impose such restrictions or conditions that delay the delivery of the shares of

  119. 5.NON-EMPLOYEE DIRECTORS COMPENSATION LIMITS

    | 2026 Proxy Statement | | | A-9 |

  120. 5.NON-EMPLOYEE DIRECTORS COMPENSATION LIMITS

    Common Stock (or their cash equivalent) subject to an RSU Award to a time after the vesting of such RSU Award. (v)Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable RSU Award Agreement, such portion of the RSU Award that has not vested will be forfeited upon the Participant’s termination of Continuous Service. (c)Performance Stock Awards. (i)Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest or be exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may, but need not, require the Participant’s completion of a specified period of Continuous Service. The length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Board, in its sole discretion. In addition, to the extent permitted by applicable law and the applicable Stock Award Agreement, the Board may determine that cash may be used in payment of Performance Stock Awards. (ii)Discretion. The Board retains the discretion to reduce or eliminate the compensation or economic benefit due upon the attainment of any Performance Goals and to define the manner of calculating the Performance Criteria it selects to use for a Performance Period. (d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including the appreciation in value thereof (e.g., options or stock appreciation rights with an exercise price or strike price less than 100% of the Fair Market Value of the Common Stock at the time of grant) may be granted either alone or in addition to Stock Awards granted under Section 6 and this Section 7. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole and complete authority to determine the persons to whom and the time or times at which such Other Stock Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other terms and conditions of such Other Stock Awards. 8.COVENANTS OF THE COMPANY. (a)Availability of Shares. The Company will keep available at all times the number of shares of Common Stock reasonably required to satisfy then-outstanding Stock Awards. (b)Securities Law Compliance. The Company will seek to obtain from each regulatory commission or agency having jurisdiction over the Plan the authority required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company will be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of a Stock Award or the subsequent issuance of cash or Common Stock pursuant to the Stock Award if such grant or issuance would be in violation of any applicable securities law. (c)No Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation to any Participant to advise such holder as to the time or manner of exercising a Stock Award. Furthermore, the Company will have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of a Stock Award or a possible period in which the Stock Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of a Stock Award to the holder of such Stock Award.

  121. 5.NON-EMPLOYEE DIRECTORS COMPENSATION LIMITS

    | 2026 Proxy Statement | | | A-10 |

  122. 5.NON-EMPLOYEE DIRECTORS COMPENSATION LIMITS

    9.MISCELLANEOUS. (a)Use of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock issued pursuant to Stock Awards will constitute general funds of the Company. (b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of a Stock Award to any Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument, certificate, or letter evidencing the Stock Award is communicated to, or actually received or accepted by, the Participant. In the event that the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Stock Award Agreement or related grant documents as a result of a clerical error in the preparation of the Stock Award Agreement or related grant documents, the corporate records will control and the Participant will have no legally binding right to the incorrect terms in the Stock Award Agreement or related grant documents. (c)Stockholder Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to a Stock Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance of shares of Common Stock under, the Stock Award pursuant to its terms, and (ii) the issuance of the Common Stock subject to such Stock Award has been entered into the books and records of the Company. (d)No Employment or Other Service Rights. Nothing in the Plan, any Stock Award Agreement or any other instrument executed thereunder or in connection with any Stock Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. (e)Change in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of his or her services for the Company or any Affiliate is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Stock Award to the Participant, the Board has the right in its sole discretion to (x) make a corresponding reduction in the number of shares or cash amount subject to any portion of such Stock Award that is scheduled to vest or become payable after the date of such change in time commitment, and (y) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Stock Award. In the event of any such reduction, the Participant will have no right with respect to any portion of the Stock Award that is so reduced or extended. (f)Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s). (g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Stock Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own account and not with any present intention of

  123. 5.NON-EMPLOYEE DIRECTORS COMPENSATION LIMITS

    | 2026 Proxy Statement | | | A-11 |

  124. 5.NON-EMPLOYEE DIRECTORS COMPENSATION LIMITS

    selling or otherwise distributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inoperative if (A) the issuance of the shares upon the exercise or acquisition of Common Stock under the Stock Award has been registered under a then currently effective registration statement under the Securities Act, or (B) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock. (h)Withholding Obligations. Unless prohibited by the terms of a Stock Award Agreement, the Company may, in its sole discretion, satisfy any federal, state or local tax withholding obligation relating to a Stock Award by any of the following means or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Stock Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of tax that may be required to be withheld by law (or such other amount as may be permitted while still avoiding classification of the Stock Award as a liability for financial accounting purposes); (iii) withholding cash from a Stock Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; or (v) by such other method as may be set forth in the Stock Award Agreement. (i)Electronic Delivery. Any reference herein to a “written” agreement or document will include any agreement or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access). (j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Stock Award may be deferred and may establish programs and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Stock Awards and determine when, and in what annual percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous Service, and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. (k)Compliance with Section 409A of the Code. Unless otherwise expressly provided for in a Stock Award Agreement, the Plan and Stock Award Agreements will be interpreted to the greatest extent possible in a manner that makes the Plan and the Stock Awards granted hereunder exempt from Section 409A of the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. To the extent that the Board determines that any Stock Award granted hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Stock Award Agreement evidencing such Stock Award will incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and, to the extent applicable, the Plan and Stock Award Agreements will be interpreted in accordance with the requirements of Section 409A of the Code. Notwithstanding anything to the contrary in this Plan (and unless the Stock Award Agreement specifically provides otherwise), if the shares of Common Stock are publicly traded and a Participant holding a Stock Award that constitutes “deferred compensation” under Section 409A of the Code is a “specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount will be made upon a “separation from service” before a date that is six months following the date of such Participant’s “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) or, if earlier, the date of the Participant’s death. (l)Clawback/Recovery. All Stock Awards granted under the Plan will be subject to recoupment in accordance with the clawback policy adopted by the Compensation Committee in August 2023 and then ratified by the Board of Directors, or any successor to such policy. This clawback policy complies with the listing standards of any national securities exchange or association on which the Company’s securities are

  125. 5.NON-EMPLOYEE DIRECTORS COMPENSATION LIMITS

    | 2026 Proxy Statement | | | A-12 |

  126. 5.NON-EMPLOYEE DIRECTORS COMPENSATION LIMITS

    listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Plan Administrator may impose such other clawback, recovery or recoupment provisions in a Stock Award Agreement as the Plan Administrator determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other cash or property upon the occurrence of Cause. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company or an Affiliate. 10.ADJUSTMENTS UPON CHANGES IN COMMON STOCK; OTHER CORPORATE EVENTS. (a)Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c), and (iii) the class(es) and number of securities and price per share of stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determination will be final, binding and conclusive. (b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock not subject to a forfeiture condition or the Company’s right of repurchase) will terminate immediately prior to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expired or terminated) before the dissolution or liquidation is completed but contingent on its completion. (c)Corporate Transaction. The provisions of this Section 10(c) will apply to Stock Awards in the event of a Corporate Transaction unless otherwise provided in the instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate and the Participant or in any director compensation policy of the Company or unless otherwise expressly provided by the Board at the time of grant of a Stock Award. (i)Stock Awards May Be Assumed. In the event of a Corporate Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan (including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Corporate Transaction. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or substitute a similar stock award for only a portion of a Stock Award, or may choose to assume or continue the Stock Awards held by some, but not all Participants. The terms of any assumption, continuation or substitution will be set by the Board. (ii)Stock Awards Held by Current Participants. In the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding Stock Awards or substitute similar stock awards for such outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Participants whose Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the vesting of such Stock Awards (and, with respect to Options and Stock Appreciation Rights, the time when such Stock Awards may be exercised) will be accelerated in full to a date prior to the effective time of such Corporate Transaction (contingent upon the effectiveness of the Corporate Transaction) as the Board will determine (or, if the Board does not determine such a date, to the date that is five days prior to the

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    | 2026 Proxy Statement | | | A-13 |

  128. 5.NON-EMPLOYEE DIRECTORS COMPENSATION LIMITS

    effective time of the Corporate Transaction), and such Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate Transaction). (iii)Stock Awards Held by Persons other than Current Participants. In the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding Stock Awards or substitute similar stock awards for such outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by persons other than Current Participants, such Stock Awards will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may continue to be exercised notwithstanding the Corporate Transaction. (iv)Payment for Stock Awards in Lieu of Exercise. Notwithstanding the foregoing, in the event a Stock Award will terminate if not exercised prior to the effective time of a Corporate Transaction, the Board may provide, in its sole discretion, that the holder of such Stock Award may not exercise such Stock Award but instead will receive a payment, in such form as may be determined by the Board, equal in value to the excess, if any, of (A) the value of the property the Participant would have received upon the exercise of the Stock Award immediately prior to the effective time of the Corporate Transaction (including, at the discretion of the Board, any unvested portion of such Stock Award), over (B) any exercise price payable by such holder in connection with such exercise. For clarity, this payment may be zero if the value of the property is equal to or less than the exercise price. Payments under this provision may be delayed to the same extent that payment of consideration to the holders of the Company’s Common Stock in connection with the Corporate Transaction is delayed as a result of escrows, earn outs, holdbacks or any other contingencies. (d)Change in Control. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement between the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration will occur. Notwithstanding the foregoing, upon a Change in Control, all Stock Awards held by each Director who is not an Employee and whose Continuous Service has not terminated immediately prior to the Change in Control shall become fully vested and exercisable immediately prior to the effectiveness of such Change in Control. 11.TERMINATION OR SUSPENSION OF THE PLAN. (a)The Board may suspend or terminate the Plan at any time. No Incentive Stock Option will be granted after the tenth anniversary of the earlier of (i) the date the Plan is adopted by the Board, or (ii) the date the Plan is approved by the stockholders of the Company. No Stock Awards may be granted under the Plan while the Plan is suspended or after it is terminated. (b)No Impairment of Rights. Suspension or termination of the Plan will not materially impair rights and obligations under any Stock Award granted while the Plan is in effect except with the written consent of the affected Participant or as otherwise permitted in the Plan. 12.EFFECTIVE DATE OF PLAN. This Plan will become effective on the Effective Date. 13.CHOICE OF LAW. The laws of the State of Delaware will govern all questions concerning the construction, validity and interpretation of this Plan, without regard to that state’s conflict of laws rules.

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    | 2026 Proxy Statement | | | A-14 |

  130. 5.NON-EMPLOYEE DIRECTORS COMPENSATION LIMITS

    14.DEFINITIONS. As used in the Plan, the following definitions will apply to the capitalized terms indicated below: (a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition. (b)“Annual Meeting” means the annual meeting of the stockholders of the Company. (c)“Board” means the Board of Directors of the Company. (d)“Capitalization Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment. (e)“Cause” will have the meaning ascribed to such term in any written agreement between the Participant and the Company or an Affiliate defining such term and, in the absence of such agreement, such term will mean, with respect to a Participant, the occurrence of any of the following events: (i) such Participant’s conviction of, or plea of no contest with respect to, any crime involving fraud, dishonesty or moral turpitude; (ii) such Participant’s attempted commission of or participation in a fraud or act of dishonesty against the Company or an Affiliate that results in (or might have reasonably resulted in) material harm to the business of the Company or an Affiliate; (iii) such Participant’s intentional, material violation of any contract or agreement between the Participant and the Company or an Affiliate, or any statutory duty the Participant owes to the Company or an Affiliate; or (iv) such Participant’s conduct that constitutes gross misconduct, insubordination, incompetence or habitual neglect of duties and that results in (or might have reasonably resulted in) material harm to the business of the Company or an Affiliate. The determination that a termination of the Participant’s Continuous Service is either for Cause or without Cause will be made by the Company, in its sole discretion. Any determination by the Company that the Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Stock Awards held by such Participant will have no effect upon any determination of the rights or obligations of the Company or an Affiliate or such Participant for any other purpose. (f)“Change in Control” will be deemed to have occurred upon the first to occur of an event set forth in any one of the following paragraphs: (i)the acquisition (other than from the Company, by any person (as such term is defined in Section 13(c) or 14(d) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d 3 promulgated under the Exchange Act) of fifty percent (50%) or more of the combined voting power of the Company’s then outstanding voting securities; (ii)the individuals who, as of the effective date of the Plan, are members of the Board (the “Incumbent Board”), cease for any reason to constitute at least a majority of the Board, unless the election, or nomination for election by the Company’s stockholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, and such new director shall, for purposes of this Plan, be considered as a member of the Incumbent Board; or (iii)the closing of: (1)a merger or consolidation involving the Company if the stockholders of the Company, immediately before such merger or consolidation, do not, as a result of such merger or consolidation, own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the corporation resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting

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    | 2026 Proxy Statement | | | A-15 |

  132. 5.NON-EMPLOYEE DIRECTORS COMPENSATION LIMITS

    power of the voting securities of the Company outstanding immediately before such merger or consolidation; or (2)a complete liquidation or dissolution of the Company or an agreement for the sale or other disposition of all or substantially all of the assets of the Company. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities is acquired by (i) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by the Company or any of its subsidiaries or (ii) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the stockholders of the Company in the same proportion as their ownership of stock in the Company immediately prior to such acquisition. For the avoidance of doubt, the term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company. Notwithstanding the foregoing or any other provision of this Plan, the definition of Change in Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to Stock Awards subject to such agreement; provided, however, that if no definition of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply. (g)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. (h)“Committee” means a committee of one or more Directors to whom authority has been delegated by the Board in accordance with Section 2(c). (i)“Common Stock” means the common stock of the Company. (j)“Company” means Rigel Pharmaceuticals, Inc., a Delaware corporation. (k)“Consultant” means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services. However, service solely as a Director, or payment of a fee for such service, will not cause a Director to be considered a “Consultant” for purposes of the Plan. Notwithstanding the foregoing, a person is treated as a Consultant under this Plan only if a Form S-8 Registration Statement under the Securities Act is available to register either the offer or the sale of the Company’s securities to such person. (l)“Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Director or Consultant or a change in the Entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate a Participant’s Continuous Service; provided, however, that if the Entity for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the Board, in its sole discretion, such Participant’s Continuous Service will be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or to a Director will not constitute an interruption of Continuous Service. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service will be considered interrupted in the case of (i) any leave of absence approved by the Board or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence will be treated as Continuous Service for purposes of vesting in a Stock Award only to such extent as may be provided in the Company’s or Affiliate’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by law. (m)“Corporate Transaction” means the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events:

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    | 2026 Proxy Statement | | | A-16 |

  134. 5.NON-EMPLOYEE DIRECTORS COMPENSATION LIMITS

    (i)a sale, lease or other disposition of all or substantially all of the assets of the Company; (ii)a sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company; (iii)a merger, consolidation or similar transaction in which the Company is not the surviving corporation; or (iv)a reverse merger, consolidation or similar transaction in which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise. Notwithstanding the foregoing definition or any other provision of this Plan, the term Corporate Transaction will not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company. (n)“Director” means a member of the Board. (o)“Disability” means, with respect to a Participant, the inability of such Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances. (p)“Effective Date” means the effective date of this Plan document, which is the date of the annual meeting of stockholders of the Company held in 2018, provided this Plan is approved by the Company’s stockholders at such meeting. (q)“Employee” means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan. (r)“Entity” means a corporation, partnership, limited liability company or other entity. (s)“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. (t)“Fair Market Value” means, as of any date, the value of the Common Stock determined as follows: (i)If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share of Common Stock will be, unless otherwise determined by the Board, the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in a source the Board deems reliable. (ii)Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value will be the closing selling price on the last preceding date for which such quotation exists. (iii)In the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith and in a manner that complies with Sections 409A and 422 of the Code. (u)“Full Value Award” means a Stock Award that is not an Option or SAR with respect to which the exercise or strike price is at least 100% of the Fair Market Value of the Common Stock subject to the Option or SAR on the date of grant. (v)“Incentive Stock Option” means an option granted pursuant to Section 6 that is intended to be, and that qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code.

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    | 2026 Proxy Statement | | | A-17 |

  136. 5.NON-EMPLOYEE DIRECTORS COMPENSATION LIMITS

    (w)“Non-Employee Director” means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3. (x)“Nonstatutory Stock Option” means any option granted pursuant to Section 6 that does not qualify as an Incentive Stock Option. (y)“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act. (z)“Option” means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan. (aa)“Option Agreement” means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an Option grant. Each Option Agreement will be subject to the terms and conditions of the Plan. (bb)“Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option. (cc)“Other Stock Award” means an award based in whole or in part by reference to the Common Stock which is granted pursuant to the terms and conditions of Section 7(d). (dd)“Other Stock Award Agreement” means a written agreement between the Company and a holder of an Other Stock Award evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement will be subject to the terms and conditions of the Plan. (ee)“Own,” “Owned,” “Owner,” “Ownership” A person or Entity will be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities. (ff)“Participant” means a person to whom a Stock Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Stock Award. (gg)“Performance Criteria” means the one or more criteria that the Board shall select for purposes of establishing the Performance Goals for a Performance Period. The Performance Criteria that shall be used to establish such Performance Goals may be based on any one of, or combination of, the following: (i) earnings per share; (ii) earnings before interest, taxes and depreciation; (iii) earnings before interest, taxes, depreciation and amortization (EBITDA); (iv) net earnings; (v) total stockholder return; (vi) return on equity; (vii) return on assets, investment, or capital employed; (viii) operating margin; (ix) gross margin; (x) operating income; (xi) net income (before or after taxes); (xii) net operating income; (xiii) net operating income after tax; (xiv) pre- and after-tax income; (xv) pre-tax profit; (xvi) operating cash flow; (xvii) sales or revenue targets; (xviii) increases in revenue or product revenue; (xix) expenses and cost reduction goals; (xx) improvement in or attainment of expense levels; (xxi) improvement in or attainment of working capital levels; (xxii) economic value added (or an equivalent metric); (xxiii) market share; (xxiv) cash flow; (xxv) cash flow per share; (xxvi) share price performance; (xxvii) debt reduction; (xxviii) implementation or completion of projects or processes; (xxix) customer satisfaction; (xxx) total stockholder return; (xxxi) stockholders’ equity; and (xxxii) other measures of performance selected by the Board. Partial achievement of the specified criteria may result in the payment or vesting corresponding to the degree of achievement as specified in the Stock Award Agreement. The Board shall, in its sole discretion, define the manner of calculating the Performance Criteria it selects to use for such Performance Period. (hh)“Performance Goals” means, for a Performance Period, the one or more goals established by the Board for the Performance Period based upon the Performance Criteria. Performance Goals may be based on a

  137. 5.NON-EMPLOYEE DIRECTORS COMPENSATION LIMITS

    | 2026 Proxy Statement | | | A-18 |

  138. 5.NON-EMPLOYEE DIRECTORS COMPENSATION LIMITS

    Company-wide basis, with respect to one or more business units, divisions, Affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. The Board is authorized at any time in its sole discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period in order to prevent the dilution or enlargement of the rights of Participants, (a) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development; (b) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Company, or the financial statements of the Company in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions; or (c) in view of the Board’s assessment of the business strategy of the Company, performance of comparable organizations, economic and business conditions, and any other circumstances deemed relevant. Specifically, the Board is authorized to make adjustment in the method of calculating attainment of Performance Goals and objectives for a Performance Period as follows: (i) to exclude the dilutive effects of acquisitions or joint ventures; (ii) to assume that any business divested by the Company achieved performance objectives at targeted levels during the balance of a Performance Period following such divestiture; and (iii) to exclude the effect of any change in the outstanding shares of common stock of the Company by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends. In addition, the Board is authorized to make adjustment in the method of calculating attainment of Performance Goals and objectives for a Performance Period as follows: (i) to exclude restructuring and/or other nonrecurring charges; (ii) to exclude exchange rate effects, as applicable, for non-U.S. dollar denominated net sales growth and operating earnings; (iii) to exclude the effects of changes to generally accepted accounting standards required by the Financial Accounting Standards Board; (iv) to exclude the effects of any items that are “unusual” in nature or occur “infrequently” as determined under generally accepted accounting principles; (v) to exclude the effects to any statutory adjustments to corporate tax rates; and (vi) to make other appropriate adjustments selected by the Board. (ii)“Performance Period” means the period of time selected by the Board over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a Performance Stock Award. Performance Periods may be of varying and overlapping duration, at the sole discretion of the Board. (jj)“Performance Stock Award” means a Stock Award granted under the terms and conditions of Section 7(c)(i). (kk)“Plan” means this Rigel Pharmaceuticals, Inc. 2018 Equity Incentive Plan. (ll)“Restricted Stock Award” means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 7(a). (mm)“Restricted Stock Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement will be subject to the terms and conditions of the Plan. (nn)“RSU Award” means a right to receive shares of Common Stock which is granted pursuant to the terms and conditions of Section 7(b). (oo)“RSU Award Agreement” means a written agreement between the Company and a holder of an RSU Award evidencing the terms and conditions of an RSU Award grant. Each RSU Award Agreement will be subject to the terms and conditions of the Plan. (pp)“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time. (qq)“Rule 405” means Rule 405 promulgated under the Securities Act. (rr)“Securities Act” means the Securities Act of 1933, as amended.

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    | 2026 Proxy Statement | | | A-19 |

  140. 5.NON-EMPLOYEE DIRECTORS COMPENSATION LIMITS

    (ss)“Stock Appreciation Right” or “SAR” means a right to receive the appreciation on Common Stock that is granted pursuant to the terms and conditions of Section 6. (tt)“Stock Appreciation Right Agreement” means a written agreement between the Company and a holder of a Stock Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement will be subject to the terms and conditions of the Plan. (uu)“Stock Award” means any right to receive Common Stock granted under the Plan, including an Incentive Stock Option, a Nonstatutory Stock Option, a Stock Appreciation Right, a Restricted Stock Award, an RSU Award, a Performance Stock Award or any Other Stock Award. (vv)“Stock Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of a Stock Award grant. Each Stock Award Agreement will be subject to the terms and conditions of the Plan. (ww)“Subsidiary” means, with respect to the Company, (i) any corporation of which more than 50% of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation will have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than 50%. (xx)“Ten Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Affiliate.

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    | 2026 Proxy Statement | | | A-20 |