DEF 14A of Edgewise Therapeutics, Inc., Apr 23, 2026

DEF 14A of Edgewise Therapeutics, Inc.

Filed Apr 23, 2026 · FY20250001104659-26-047688

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  2. DIRECTOR NOMINEES

    | Name and Position | Age | Primary or Most Recent Occupation | Committee Memberships | | | | | | | | Audit | Compensation | | Nominating & Corporate Governance | | Laura Brege DIRECTOR | 68 | BridgeBio Pharma, Inc., Senior Advisor | C | | M | | | Badreddin Edris, Ph.D. DIRECTOR AND CO-FOUNDER | 39 | Beeline Medicines Corporation, President and Chief Operating Officer | | | C | | | Jonathan Root, M.D. DIRECTOR | 66 | US Venture Partners, General Partner | M | | | C |

  3. DIRECTOR NOMINEES

    C = Chairperson I M = Member

  4. DIRECTOR NOMINEES

    | EDGEWISE THERAPEUTICS | 2 |

  5. DIRECTOR NOMINEES

    Board of Directors and Corporate Governance Our business affairs are managed under the direction of our board of directors. Our board of directors is divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring. Our board of directors is committed to good corporate governance practices. These practices provide an important framework within which our board of directors and management can pursue our strategic objectives for the benefit of our stockholders. Our board of directors has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. We believe that good governance leads to high board effectiveness, promotes the long-term interests of our stockholders, strengthens the accountability of the board of directors and management, and improves our standing as a trusted member of the communities we serve. In November 2025, we appointed Christopher Martin to our board of directors. As we prepare for our first commercial launch in Becker muscular dystrophy and advance our cardiovascular asset to Phase 3, we value the commercial expertise and product launch experience that Mr. Martin brings to our board of directors.

  6. DIRECTOR NOMINEES

    | EDGEWISE THERAPEUTICS | 3 |

  7. DIRECTOR NOMINEES

    The following table sets forth the names and positions of our directors and their ages as of April 21, 2026:

  8. DIRECTOR NOMINEES

    | | | | Committee Memberships | | | | Name | Age | Primary or Most Recent Occupation | Audit | Compensation | Nominating & Corporate Governance | | PETER THOMPSON, M.D. CHAIRPERSON AND CO-FOUNDER | 66 | OrbiMed Advisors LLC, General Partner | | | | | LAURA BREGE DIRECTOR | 68 | BridgeBio Pharma, Inc., Senior Advisor | C | M | | | BADREDDIN EDRIS, Ph.D. DIRECTOR AND CO-FOUNDER | 39 | Beeline Medicines Corporation, President and Chief Operating Officer | | C | | | JONATHAN FOX, M.D., Ph.D. DIRECTOR | 69 | BridgeBio Pharma, Inc., President and Chief Medical Officer | | | M | | KEVIN KOCH, Ph.D. DIRECTOR | 65 | Edgewise Therapeutics, Inc., Chief Executive Officer | | | | | CHRISTOPHER MARTIN DIRECTOR | 50 | Verona Pharma plc, Chief Commercial Officer | | | M | | ARLENE M. MORRIS DIRECTOR | 74 | Willow Advisors, LLC, Chief Executive Officer | M | M | | | JONATHAN ROOT, M.D. DIRECTOR | 66 | U.S. Venture Partners, General Partner | M | | C | | ALAN RUSSELL, Ph.D. DIRECTOR AND CO-FOUNDER | 56 | Edgewise Therapeutics, Inc., Chief Scientific Officer | | | |

  9. DIRECTOR NOMINEES

    C = Chairperson I M = Member

  10. DIRECTOR NOMINEES

    | EDGEWISE THERAPEUTICS | 4 |

  11. NOMINEES FOR CLASS II DIRECTOR

    NOMINEES FOR CLASS II DIRECTOR

  12. NOMINEES FOR CLASS II DIRECTOR

    | Laura Brege DIRECTOR | Age: 68 Director since: 2020 Committees: Audit (Chairperson) and Compensation | | Career Highlights Laura A. Brege has served as a member of our board of directors since December 2020. Ms. Brege was originally recommended for appointment as a director by a non-management director. Ms. Brege has served as Senior Advisor to BridgeBio Pharma, Inc., a biotechnology company developing medicines for genetic diseases, since April 2018. Prior to BridgeBio, Ms. Brege was Managing Director at Cervantes Life Science Partners, LLC, a health care advisory and consulting company, from September 2015 to June 2018. Previously, Ms. Brege was President and Chief Executive Officer from September 2012 to July 2015 and member of the board from September 2012 to July 2015 at Nodality, Inc., a privately held biotechnology company focused on innovative personalized medicine. Prior to Nodality, Ms. Brege held several senior-level positions at Onyx Pharmaceuticals, Inc., from June 2006 to December 2011, including Executive Vice President and Chief Operating Officer. Before Onyx, Ms. Brege was a general partner at Red Rock Capital Management, a venture capital firm, and Senior Vice President and Chief Financial Officer at COR Therapeutics, Inc., a research and development company focused on cardiovascular diseases. Earlier in her career, Ms. Brege served as Vice President and Chief Financial Officer at Flextronics and Vice President and Treasurer of The Cooper Companies. Ms. Brege currently serves as a member of the boards of directors of ACADIA Pharmaceuticals Inc., a biotechnology company developing treatments for neurological diseases, since May 2008, Mirum Pharmaceuticals, Inc., a biotechnology company developing treatments for rare liver diseases, since July 2019, and Pacira BioSciences, Inc., a non-opioid pain management company, since June 2011. She previously served as a member of the board of directors of Portola Pharmaceuticals, Inc., acquired by Alexion Pharmaceuticals, Inc. in July 2020, Aratana Therapeutics, Inc., Delcath Systems, Inc., HLS Therapeutics Inc., and Dynavax Technologies Corporation. Ms. Brege received a B.B.A. in economics and B.S. in government from Ohio University and a M.B.A. from the University of Chicago. We believe Ms. Brege is qualified to serve on our board of directors because of her financial expertise, education and industry background, including her extensive experience as an officer and director of biotechnology companies. | |

  13. NOMINEES FOR CLASS II DIRECTOR

    | EDGEWISE THERAPEUTICS | 5 |

  14. NOMINEES FOR CLASS II DIRECTOR

    | Badreddin Edris, Ph.D. DIRECTOR AND CO-FOUNDER | Age: 39 Director since: 2021 Committees: Compensation (Chairperson) | | Career Highlights Badreddin Edris, Ph.D. has served as a member of our board of directors since February 2021. Dr. Edris was appointed as a director in his capacity as a co-founder. Dr. Edris co-founded the Company and served in an operational role from May 2017 until March 2018 before transitioning into an advisory role. Since October 2025, Dr. Edris has served as the President and Chief Operating Officer of Beeline Medicines Corporation, a clinical-stage biopharmaceutical company. In addition, since February 2026, Dr. Edris has served as a Venture Partner at The Column Group, LLC, a healthcare venture capital firm. From January 2021 until the company’s acquisition by Merck KGaA, Darmstadt, Germany in July 2025, Dr. Edris was the Chief Operating Officer of SpringWorks Therapeutics, Inc., a commercial-stage biopharmaceutical company focused on severe rare diseases and cancer, and was previously the Chief Business Officer of SpringWorks from September 2018 to December 2020. Previously, Dr. Edris was an investment and operating professional on the private equity team at OrbiMed Advisors LLC, a healthcare investment firm, from June 2014 to November 2018. While at OrbiMed, Dr. Edris also co-founded and held an operating role at Silverback Therapeutics, Inc., an OrbiMed portfolio company, where he was Head of Corporate Development from April 2016 to March 2018 and Chief Business Officer from April 2018 to September 2018. Before OrbiMed, Dr. Edris was a management consultant in the healthcare practice at Bain & Co Inc. Dr. Edris received a B.I.S. in microbiology from Weber State University, a M.S. in biology from Stanford University and a Ph.D. in genetics from Stanford University School of Medicine, where he was a National Science Foundation Graduate Research Fellow. We believe Dr. Edris is qualified to serve on our board of directors because of the perspective and experience he provides as a co-founder, his operational experience and his experience in private equity and management consulting in the biotechnology industry. | |

  15. NOMINEES FOR CLASS II DIRECTOR

    | EDGEWISE THERAPEUTICS | 6 |

  16. NOMINEES FOR CLASS II DIRECTOR

    | Jonathan Root, M.D. DIRECTOR | Age: 66 Director since: 2019 Committees: Audit and Nominating & Corporate Governance (Chairperson) | | Career Highlights Jonathan Root, M.D. has served as a member of our board of directors since August 2019. Dr. Root has served as the General Partner of U.S. Venture Partners, a venture capital investment firm, and Managing Member of several U.S. Venture Partners’ funds since January 1998. Dr. Root has served as a member of the board of directors of Carlsmed, Inc., a medical technology company, since 2020, and is a member of the board of Omada Health, Inc., a digital health and virtual care company, since 2013. Previously, Dr. Root served as a board member of Inari Medical, Inc., a medical technology company focusing on treatment of venous thromboembolism acquired by Stryker Corporation in February 2025, from September 2011 to February 2025, OncoMed Pharmaceuticals, Inc., a biopharmaceutical company developing cancer therapeutics, from August 2004 to April 2019, eFFECTOR Therapeutics, Inc., a pharmaceutical company developing cancer therapeutics, from April 2014 to February 2022, and Silverback Therapeutics, Inc., a biopharmaceutical company developing cancer treatment therapies acquired by ARS Pharmaceuticals in November 2022, from March 2020 to November 2022. Additionally, Dr. Root currently serves on the board of directors of several private companies in the healthcare industry. Dr. Root received an A.B. in economics from Dartmouth College, an M.D. from the University of Florida College of Medicine and an M.B.A. from Columbia Business School. We believe Dr. Root is qualified to serve on our board of directors because of his medical background, experience working in venture capital, and directorship experience in the healthcare industry. | |

  17. NOMINEES FOR CLASS II DIRECTOR

    | CONTINUING CLASS I DIRECTORS | | | Christopher Martin DIRECTOR | Age: 50 Director since: 2025 Committees: Nominating & Corporate Governance | | Career Highlights Christopher Martin has served as a member of our board of directors since November 2025. Mr. Martin served as Chief Commercial Officer for Verona Pharma plc, a biopharmaceutical company developing therapies for respiratory diseases, from January 2024 to October 2025, until it was acquired by Merck & Co. in October 2025. Mr. Martin previously served in other management positions at Verona, including Senior Vice President of Commercial from January 2022 to December 2023 and Vice President of Commercial from June 2020 and December 2022. Prior to Verona, he served as Executive Director of Marketing at SK Life Science, Inc., a biopharmaceutical focused on developing novel therapeutics for central nervous system conditions, from March 2018 to June 2020. Prior to SK Life Science, Mr. Martin was Head of Marketing at Cempra, Inc., until its acquisition by Melinta Therapeutics, Inc. Prior to Cempra, he was at Salix Pharmaceuticals, a pharmaceutical company, for 10 years in roles of increasing responsibility. Mr. Martin currently serves as a member of the board of directors of Oruka Therapeutics, Inc., a clinical-stage biopharmaceutical company focused on developing novel monoclonal antibody therapeutics for psoriasis and other inflammatory and immunology indications, since December 2025. Mr. Martin received a B.S. in financial management from Clemson University. We believe Mr. Martin is qualified to serve on our board of directors because of his extensive experience in the biopharmaceutical industry and commercial expertise. | |

  18. NOMINEES FOR CLASS II DIRECTOR

    | EDGEWISE THERAPEUTICS | 7 |

  19. NOMINEES FOR CLASS II DIRECTOR

    | Arlene Morris DIRECTOR | Age: 74 Director since: 2024 Committees: Audit and Compensation | | Career Highlights Arlene M. Morris has served as a member of our board of directors since May 2024. Ms. Morris has served as Chief Executive Officer of Willow Advisors, LLC, a consultancy advising biotech companies on financing, strategy, and business development since May 2015. From April 2012 until May 2015, Ms. Morris served as the chief executive officer of Syndax Pharmaceuticals, Inc., a privately held oncology company focused on the development and commercialization of therapies for treatment-resistant cancers. From June 2003 to January 2011, Ms. Morris served as the president, chief executive officer, and a member of the board of directors of Affymax, Inc., a development-stage biopharmaceutical company. Ms. Morris also held various management and executive positions at Clearview Projects, Inc., a corporate advisory firm; Coulter Pharmaceutical, Inc., a publicly traded pharmaceutical company; Scios Inc., a biopharmaceutical company focused on cardiovascular and inflammatory diseases; and Johnson & Johnson, a publicly traded healthcare company. She is currently a member of the board of directors of Palatin Technologies, a publicly traded biotechnology company focused on the inflammatory and autoimmune diseases since June 2015; Viridian Therapeutics, Inc., a publicly traded company developing therapies for serious and rare diseases since January 2018; and Cogent Biosciences, Inc., a publicly traded biopharmaceutical company focused on genetically defined diseases since July 2019. She currently serves as a board chair for the Foundation for Research and Development at the Medical University of South Carolina and as a trustee of Carlow University. Ms. Morris previously served as a member of the boards of directors of TC BioPharm PLC, from September 2021 to October 2025, and Viveve Medical, Inc., from May 2016 to February 2023. Ms. Morris received a B.A. in biology and chemistry from Carlow College. We believe Ms. Morris is qualified to serve on our board of directors because of her industry experience and expertise from past and continued service on boards of directors of publicly traded biotechnology companies, which enable her to contribute important strategic insight to our board of directors. | |

  20. NOMINEES FOR CLASS II DIRECTOR

    | EDGEWISE THERAPEUTICS | 8 |

  21. NOMINEES FOR CLASS II DIRECTOR

    | Alan Russell, Ph.D. DIRECTOR, CO-FOUNDER AND CHIEF SCIENTIFIC OFFICER | Age: 56 Director since: 2017 | | Career Highlights Alan Russell, Ph.D. co-founded the Company, and has served as a member of our board of directors since August 2017 and as our Chief Scientific Officer since June 2017. Previously, Dr. Russell was Vice President and Head of the Muscle Metabolism Discovery Performance Unit from September 2014 to June 2017 and Director and Head of Biology of the Muscle Metabolism Discovery Performance Unit from March 2010 to September 2014 at GlaxoSmithKline plc, a multinational pharmaceutical company. Prior to joining GlaxoSmithKline, Dr. Russell was Associate Director of Muscle Biology and Therapeutics from February 2002 to February 2010 at Cytokinetics, Inc., a biopharmaceutical company developing treatments for diseases of impaired muscle function. He has been Adjunct Professor in the Department of Integrative Physiology at the University of Colorado Boulder since November 2017. Dr. Russell received a B.Pharm. in pharmacy and pharmacology and a Ph.D. in cell biology and gene therapy from the University of Bath and was Postdoctoral Fellow at the Stanford University School of Medicine. We believe Dr. Russell is qualified to serve on our board of directors because of the perspective and experience he provides as one of our founders and as our Chief Scientific Officer, his extensive experience in the pharmaceutical sciences as well as his strong scientific knowledge. | |

  22. CONTINUING CLASS III DIRECTORS

    CONTINUING CLASS III DIRECTORS

  23. CONTINUING CLASS III DIRECTORS

    | Jonathan Fox, M.D., Ph.D. DIRECTOR | Age: 69 Director since: 2023 Committees: Nominating & Corporate Governance | | Career Highlights Jonathan Fox, M.D., Ph.D. joined our board of directors in March 2023. Dr. Fox has served as the president and Chief Medical Officer for the cardiovascular and renal diseases division at BridgeBio Pharma, Inc., a clinical stage biotechnology company developing novel, genetically targeted therapies since 2016. Prior to that, Dr. Fox served as the Chief Medical Officer of MyoKardia, Inc., a clinical-stage biopharmaceutical company focused on targeted therapies for serious cardiovascular diseases, from 2013 to 2016 and as a senior advisor from 2016 to 2017. Additionally, he worked as a consultant at Nigel-Montgomery, LLC, a technology research and advisory company, from 2012 to 2013 and held various senior positions successively at SmithKline Beecham, a pharmaceutical manufacturing company, Merck Research Laboratories, the research and development division of Merck & Co., Inc., and AstraZeneca, a biopharmaceutical company focused on oncology, rare diseases, and various biopharmaceutical applications, from 1998 to 2012. He was also on the faculty of the University of Pennsylvania School of Medicine from 1993 to 2013. Since 2013, he has held an adjunct faculty position at the Stanford University Cardiovascular Institute. Dr. Fox serves on the board at ML BioSolutions, a private company focused on developing an oral treatment for limb girdle muscular dystrophy, and is a trustee of the Lankenau Institute for Medical Research, a nonprofit organization. He received his A.B. in biology, his Ph.D. in experimental pathology and his M.D. from the University of Chicago, and completed his training in Internal Medicine and Cardiology at Duke University. Dr. Fox is ABIM Certified in Cardiovascular Diseases and is a Fellow of the American College of Cardiology. | |

  24. CONTINUING CLASS III DIRECTORS

    | EDGEWISE THERAPEUTICS | 9 |

  25. CONTINUING CLASS III DIRECTORS

    | We believe Dr. Fox’s strong technical background, experience in cardiovascular clinical development and product approvals and extensive experience in management in the biotechnology industry provides him with the qualifications and skills to serve as a member of our board of directors. |

  26. CONTINUING CLASS III DIRECTORS

    | Kevin Koch, Ph.D. DIRECTOR, PRESIDENT AND CHIEF EXECUTIVE OFFICER | Age: 65 Director since: 2017 | | Career Highlights Kevin Koch, Ph.D. has served as a member of our board of directors since June 2017, as our President and Chief Executive Officer since August 2017 and was our Chief Financial Officer from August 2017 to September 2020. Dr. Koch has also been a Venture Partner with OrbiMed Advisors LLC, a healthcare investment firm, since 2016. Prior to joining OrbiMed, Dr. Koch acted as a consultant in the biotech industry from September 2015 to May 2016. Prior to acting as a consultant, Dr. Koch was Senior Vice President for Drug Discovery (Chemical and Molecular Therapeutics) from December 2013 to September 2015 at Biogen Inc., a biotechnology company developing treatments for neurological diseases. Prior to joining Biogen, Dr. Koch co-founded Array BioPharma Inc., a clinical-stage pharmaceutical company, in February 1998, was President and Chief Scientific Officer from June 1998 to November 2013, and served on its board of directors from May 1998 to April 2012. Previously, Dr. Koch was Associate Director of Medicinal Chemistry and Project Leader for the Protease Inhibitor and New Leads project teams from May 1995 to May 1998 at Amgen Inc., a biotechnological company addressing diseases with limited treatment options. From September 1988 until May 1995, Dr. Koch held various positions with Pfizer Central Research, a global pharmaceutical company, including Senior Research Investigator and Project Coordinator for the cellular migration and immunology project teams. Dr. Koch previously served on the board of directors of Terremoto Biosciences from July 2021 to December 2023, a privately held biotechnology company. Dr. Koch also previously served as a member of the board of directors of Miragen Therapeutics, Inc., a public biotechnology company advancing new treatments for underserved diseases. Dr. Koch received a B.S. in chemistry and in biochemistry from the State University of New York at Stony Brook and a Ph.D. in organic chemistry from the University of Rochester. We believe Dr. Koch is qualified to serve on our board of directors because of the perspective and experience he provides as our President and Chief Executive Officer, as well as his extensive experience in venture capital and management in the biotechnology industry. | |

  27. CONTINUING CLASS III DIRECTORS

    | EDGEWISE THERAPEUTICS | 10 |

  28. CONTINUING CLASS III DIRECTORS

    | Peter Thompson, M.D. CHAIRPERSON AND CO-FOUNDER | Age: 66 Director since: 2017 | | Career Highlights Peter Thompson, M.D. co-founded the Company and has served as a member of our board of directors since May 2017. He has also served as chairperson of our board of directors since August 2017. Dr. Thompson is a Partner at OrbiMed Advisors LLC, an investment firm focused on the healthcare sector, where he previously served as a Venture Partner since joining in September 2010. Dr. Thompson is also the Chairman of Terremoto Biosciences, Inc., a biotechnology company developing targeted therapeutics, since August 2024, where he previously served as President and Chief Executive Officer from August 2021 to August 2024. Dr. Thompson previously served as Chief Executive Officer and President of two private companies: Glia Biotherapeutics, Inc., a biopharmaceutical company targeting glia-mediated pathways, from July 2018 to July 2023 and Terremoto Therapeutics Holdings, LLC, a drug discovery and development company, from August 2021 to December 2022. Dr. Thompson currently serves on the boards of directors of several public companies, including Sionna Therapeutics Inc. (since February 2022), Corvus Pharmaceuticals, Inc. (since November 2014), and ARS Pharmaceuticals Inc. (since April 2016). Dr. Thompson has previously served on the boards of directors of Alpine Immune Sciences, Inc., Janux Therapeutics, Inc., Decibel Therapeutics, Inc., Adaptimmune Therapeutics PLC, Principia Biopharma Inc., PMV Pharmaceuticals, Inc., Prevail Therapeutics, Inc., Sierra Oncology, Inc., and Synthorx Inc. Dr. Thompson also currently serves on the board of directors of several private companies. Dr. Thompson co-founded Silverback Therapeutics, Inc. and Cleave Biosciences Inc. Dr. Thompson also previously served in executive leadership roles at Trubion Pharmaceuticals, Inc., Chiron Corporation, and Becton, Dickinson and Company. Dr. Thompson is an Affiliate Professor of Neurosurgery at the University of Washington. In addition, Dr. Thompson holds numerous patents and is a board-certified internist and oncologist. Dr. Thompson received a Sc. B. in Molecular Biology and Mathematics from Brown University and an M.D. from Brown University Medical School. We believe Dr. Thompson’s experience in management and venture capital in the biopharmaceutical industry provides him with the qualifications and skills to serve as a member of our board of directors. | |

  29. CONSIDERATIONS IN EVALUATING DIRECTOR NOMINEES

    CONSIDERATIONS IN EVALUATING DIRECTOR NOMINEES The nominating and corporate governance committee uses a variety of methods for identifying and evaluating director candidates, including retaining a search firm and utilizing the networks of our board of directors and/or our management. While our board of directors has not established specific minimum qualifications for members of the board of directors, in its evaluation of director candidates, including the members of the board of directors eligible for re-election, the nominating and corporate governance committee will consider, in accordance with the Company’s Corporate Governance Guidelines: (a) the current size and composition of the board of directors and the needs of the board of directors and the respective committees of the board of directors; (b) numerous factors, such as character, professional ethics and integrity, judgment, business acumen, proven achievement and competence in one’s field, the ability to exercise sound business judgment, tenure on the board of directors and skills that are complementary to the board of directors, an understanding of the Company’s business, an understanding of the responsibilities that are required of a member of the board of directors, other time commitments, diversity with respect to professional background, education, race, ethnicity, gender, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the board of directors; and (c) other factors that the nominating and corporate governance committee may consider appropriate. The nominating and corporate governance committee evaluates these factors, among others, and does not assign any particular weighting or priority to any of these factors.

  30. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  31. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    NON-EMPLOYEE DIRECTOR COMPENSATION POLICY In February 2021, our board of directors adopted a new compensation policy for our non-employee directors. This policy, as amended, was developed with input from our compensation committee’s independent compensation consultant, Alpine, regarding practices and compensation levels at comparable companies. It is designed to attract, retain and reward our non-employee directors. Our board of directors most recently amended the policy in April 2026.

  32. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    | EDGEWISE THERAPEUTICS | 18 |

  33. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    Under this director compensation policy, each non-employee director is eligible to receive the cash and equity compensation for his or her services as a member of our board of directors, as described below. We also reimburse our non-employee directors for reasonable, customary and documented travel expenses to meetings of our board of directors or its committees. The director compensation policy includes a maximum annual limit of $750,000 of cash compensation and equity awards that may be paid, issued or granted to a non-employee director in any fiscal year (increased to $1,000,000 in the fiscal year in which the non-employee director joins the board of directors). For purposes of these limitations, the value of an equity award is based on its grant date fair value. Any cash compensation paid or equity awards granted to a person for his or her services as an employee, or for his or her services as a consultant (other than as a non-employee director), will not count for purposes of the limitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to our non-employee directors.

  34. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table presents the total compensation each of our non-employee directors received during the fiscal year ended December 31, 2025.

  35. DIRECTOR COMPENSATION TABLE

    | | Fees Earned or | Option | | | | Paid in Cash | Awards | Total | | Name | ($)(1) | ($)(2)(3) | ($) | | Peter Thompson, M.D.(4) | 80,000 | 304,477 | 384,477 | | Laura Brege | 67,500 | 304,477 | 371,977 | | Badreddin Edris, Ph.D. | 55,000 | 304,477 | 359,477 | | Jonathan C. Fox, M.D., Ph.D. | 45,000 | 304,477 | 349,477 | | Christopher Martin(5) | 4,712 | 700,000 | 704,712 | | Arlene M. Morris | 57,500 | 304,477 | 361,977 | | Jonathan Root, M.D. | 55,000 | 304,477 | 359,477 |

  36. DIRECTOR COMPENSATION TABLE

    | 1.) | For fiscal 2025, Dr. Fox elected to receive his annual cash retainer in the form of Retainer Awards. |

  37. DIRECTOR COMPENSATION TABLE

    | 2.) | The amounts disclosed represent the aggregate grant date fair value of the award as calculated in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the award disclosed in this column are set forth in Note 2 and Note 4 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These amounts do not correspond to the actual value that may be recognized by the named executive officers upon vesting of the applicable awards. |

  38. DIRECTOR COMPENSATION TABLE

    | 3.) | For each non-employee director, the aggregate number of shares subject to the non-employee director’s options that were outstanding as of December 31, 2025, is as follows: (i) 114,804 for Dr. Thompson, (ii) 203,440 for Ms. Brege, (iii) 230,275 for Dr. Edris, (iv) 116,448 for Dr. Fox, (v) 45,150 for Mr. Martin, (vi) 84,905 for Ms. Morris, and (vii) 114,804 for Dr. Root. |

  39. DIRECTOR COMPENSATION TABLE

    | 4.) | Dr. Thompson is a Partner at OrbiMed Advisors LLC. The fees he received for his service as a member of the board of directors through December 31, 2025 were paid to OrbiMed Advisors LLC. |

  40. DIRECTOR COMPENSATION TABLE

    | 5.) | Mr. Martin joined our board of directors on November 19, 2025. |

  41. DIRECTOR COMPENSATION TABLE

    | EDGEWISE THERAPEUTICS | 22 |

  42. DIRECTOR COMPENSATION TABLE

    Proposal 1: Election of Directors

  43. DIRECTOR COMPENSATION TABLE

    | | “FOR” each of the nominees set forth below. | | What am I voting on and how should I vote? | You are being asked to elect three (3) directors at the Annual Meeting. Each of the directors elected at the Annual Meeting will commence their term at the end of the Annual Meeting until 2029, or until a successor has been elected and qualified, or until such director’s earlier resignation or removal. We believe that each of the nominees brings a set of experience and qualifications that positions our board of directors well to lead the Company in the best interest of stockholders. The board of directors therefore recommends you vote “FOR” each of the nominees set forth below. |

  44. 2025 Executive Compensation Highlights

    promotion to Chief Operating Officer, a target bonus change for Dr. Derakhshan, increasing his annual target bonus from 40% to 45% of his base salary. No changes in target bonus opportunities were made for our other continuing named executive officers in 2025, which remained at 40% of base salary, as the existing target bonuses were considered market competitive. Each of Dr. Blaustein’s and Mr. Nofi’s 2025 annual target bonus percentage was 40% of annual base salary and was determined through arms-length negotiation in connection with the commencement of their employment in 2025. In December 2025, the compensation committee recommended to the board of directors approval of company achievement of its 2025 corporate goals, which were comprised of specific corporate and operating objectives and had been established by the board of directors in January 2025, upon the recommendation of the compensation committee, at 100%. In January 2026, the board of directors approved company achievement of its 2025 corporate goals at 115% based on outperformance across key cardiac and skeletal program milestones, capital discipline, and advancement of the pipeline beyond original plan assumptions. Long-Term Incentive Compensation. In order to align the long-term interests of our executives and stockholders, support retention and provide motivational value, in July 2025, the compensation committee approved grants of stock options to purchase and restricted stock units (RSUs) covering shares of our common stock under our 2021 Equity Incentive Plan (2021 Plan) to each of Drs. Russell, Blaustein, Donovan, Derakhshan and Mr. Carruthers, effective as of August 12, 2025. Additionally, in July 2025, the compensation committee recommended that the board of directors approve, and in August 2025 the board of directors approved the grant of awards of stock options and RSUs to Dr. Koch, effective as of August 12, 2025. Such stock options vest monthly in equal increments over a period of four years, and such RSUs vest annually in equal increments over a period of four years, subject to an executive’s continued service to us through the applicable vesting date. These awards are intended to provide long-term incentive compensation that is comparable with similar roles in our peer companies. Additionally, upon recommendation of the compensation committee, the board of directors approved (i) in January 2025, new hire grants of options and RSUs to Dr. Blaustein under the 2021 Plan, effective as of January 8, 2025, and (ii) in November 2025, new hire grants of options and RSUs to Mr. Nofi under our 2024 Inducement Equity Incentive Plan (Inducement Plan), effective as of November 10, 2025. Such stock options vest monthly in equal increments over a period of four years, subject to an initial 12-month vesting cliff, and such RSUs vest annually in equal increments over a period of four years, in each case subject to the executive’s continued service to us through the applicable vesting date.

  45. Executive Compensation Policies and Practices

    | What We Do | What We Don’t Do | | Reasonable Change in Control Arrangements. The post-employment compensation arrangements for our named executive officers provide for amounts and multiples that are within reasonable market norms. | No Special Retirement, Health or Welfare Benefits. We do not provide our named executive officers with any retirement, health or welfare benefits programs, other than participation in our broad-based employee plans and programs on the same basis as our other full-time, salaried employees. | | Prohibition on Hedging and Pledging. Under our Insider Trading Policy, we prohibit our employees from hedging any company securities and from pledging any company securities as collateral for a loan. | | | Succession Planning. Our board of directors reviews the risks associated with our key executive positions so that we have an adequate succession strategy. | |

  46. Executive Pay Philosophy

    | ● | Provide competitive compensation that enables us to attract and retain top performing talent that contributes to our long-term success; |

  47. Executive Pay Philosophy

    | ● | Motivate employees to focus on the achievement of annual and long-term performance goals and to drive superior performance; and |

  48. Executive Pay Philosophy

    | ● | Align the interests of the employees and investors through the use of long-term incentives while effectively managing share usage and equity dilution. |

  49. Executive Pay Philosophy

    | Primary Market (Peer Companies) | Secondary Market (Survey Data) | Data Sources | | Identified public peers in the life sciences industry similar in size, business and/or geography. | Broader, size-appropriate comparisons in the life sciences industry. | Public SEC filings for specified peers and the Radford Global Compensation Survey. |

  50. Executive Pay Philosophy

    | Base Salary | Target Bonuses & Target Total Cash | Long-Term Incentives | | 50th Percentile | 50th Percentile – With actual delivery higher/lower based on performance. | 50th Percentile – With actual delivery higher/lower based on performance. |

  51. Peer Group Selection

    Peer Group Selection As part of its deliberations, the compensation committee considers competitive market data on executive compensation levels and practices and a related analysis of such data. This data is drawn from a select group of peer companies determined by the compensation committee, as well as compensation survey data. In July 2024, the compensation committee, with the assistance of Alpine and input from management, developed and approved the following compensation peer group of publicly traded companies for purposes of understanding the competitive market for executive talent for the purposes of fiscal 2025 compensation decisions regarding cash compensation:

  52. Peer Group Selection

    | 89bio | Beam Therapeutics | IDEAYA Biosciences | Pliant Therapeutics | | Aerovate Therapeutics | Cogent Biosciences | Janux Therapeutics | Protagonist Therapeutics | | Akero Biosciences | Denali Therapeutics | Keros Therapeutics | Rocket Pharmaceuticals | | Arcus Biosciences | Dyne Therapeutics | Kymera Therapeutics | Scholar Rock | | Avidity Biosciences | Enliven Therapeutics | Morphic | Zentalis Pharmaceuticals |

  53. Peer Group Selection

    The companies in this compensation peer group were selected on the basis of their similarity to us in terms of industry and financial characteristics, as determined using the following primary criteria:

  54. Peer Group Selection

    | ● | publicly traded biotechnology companies, with an emphasis on therapeutic focus; |

  55. Peer Group Selection

    | ● | lead stage of development at phase 1, phase 2 or phase 3; |

  56. Peer Group Selection

    | ● | market capitalization range between approximately $500 million and $4.5 billion; |

  57. Peer Group Selection

    In July 2025, the compensation committee, with the assistance of Alpine and input from management, adjusted the peer group to remove Aerovate Therapeutics, Cogent Biosciences, Enliven Therapeutics, Morphic, Pliant Therapeutics, and Zentalis Pharmaceuticals, and to add Celldex Therapeutics, Cytokinetics, New Amsterdam Pharma, Structure Therapeutics, Vera Therapeutics, and Wave Life Sciences. The primary criteria used for determining the peer group in 2025 was substantially similar to the criteria used for 2024, except the market capitalization range expanded to between approximately $500 million to $5 billion. The compensation committee and used this adjusted peer group for the purposes of fiscal 2025 decisions regarding equity award compensation. The competitive data drawn from this compensation peer group is one of several factors that the compensation committee considers in making its decisions with respect to the compensation of our named executive officers. Although the compensation committee does not rely solely on benchmarking to determine any element of compensation or overall compensation, the compensation committee does believe that compensation data is important to assess whether our executive compensation falls within a competitive range against industry norms.

  58. Peer Group Selection

    | EDGEWISE THERAPEUTICS | 41 |

  59. Peer Group Selection

    The compensation committee reviews our compensation peer group at least annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the business of the companies in the peer group.

  60. Executive Incentive Compensation Plan

    Actual awards generally will be paid in cash (or its equivalent) only after they are earned, and, unless otherwise determined by the administrator, to earn an actual award a participant must be employed by us through the date the actual award is paid. The compensation committee may reserve the right to settle an actual award with a grant of an equity award under our then-current equity compensation plan, which equity award may have such terms and conditions, including vesting, as the compensation committee determines. Payment of awards will occur as soon as practicable after they are earned, but no later than the dates set forth in our Incentive Compensation Plan. Our board of directors and our compensation committee will have the authority to amend, suspend or terminate our Incentive Compensation Plan, provided such action does not impair the existing rights of any participant with respect to any earned awards.

  61. Annual Bonuses

    Annual Bonuses We provide annual bonuses to our named executive officers under the Incentive Compensation Plan based on their meeting of one or more corporate objectives. The performance objectives that the named executive officers must meet change from year to year as market conditions evolve and different priorities are established, but the board of directors, upon the recommendation of the compensation committee, selects challenging goals that are only achievable through strong performance. Consistent with our executive pay philosophy, these annual bonuses are intended to help us to deliver a competitive total direct compensation opportunity to our executives. Annual bonuses are not guaranteed and may vary materially from year-to-year. All of the named executive officers participated in our annual cash incentive compensation program for 2025 (2025 Bonus Plan), under which the compensation committee had the authority to select the performance measures and related target levels applicable to the annual bonus opportunities for our named executive officers and other executives. The 2025 Bonus Plan included minimum and maximum achievement levels for purposes of determining bonus payouts under its formula. See “Corporate Performance in Fiscal 2025 and Payouts” below for specific objectives, targets, thresholds and weightings related to the 2025 Bonus Plan.

  62. Annual Bonuses

    | EDGEWISE THERAPEUTICS | 44 |

  63. Target Bonus Opportunities

    Target Bonus Opportunities In December 2024, as part of its annual review of our executive compensation program, the compensation committee reviewed the target annual bonus opportunities for our named executive officers, taking into consideration a competitive market analysis prepared by Alpine and the recommendations of our Chief Executive Officer (except with respect to his own target bonus opportunity), as well as factors described in the “How Compensation is Determined” section above. Following this review, the board of directors, upon the recommendation of the compensation committee, determined in January 2025 the target annual bonus opportunities for each of our named executive officers under the 2025 Bonus Plan. The target for Dr. Koch was increased from 55% to 60% of his base salary in order, in part, to generally align his total compensation package with our peer companies at the 50th percentile and with his current scope of responsibilities. The target for Dr. Derakhshan was increased from 40% to 45% of his base salary in order, in part, to generally align his total compensation package with our peer companies at the 50th – 75th percentile in consideration of his promotion to Chief Operating Officer. The target for our other continuing named executive officers was not changed as the board of directors deemed such targets market competitive. The targets for Dr. Blaustein and Mr. Nofi were determined pursuant to arms-length negotiation in connection with the commencement of their employment. The target bonus opportunities, expressed as a percentage of the respective named executive officers’ annual base salaries in effect at the end of the year, were as follows:

  64. Target Bonus Opportunities

    | | | 2025 Target Bonus | 2025 Target | | | 2025 Base | Opportunity (as a | Bonus | | | Salary | percentage of base | Opportunity | | Named Executive Officer | ($) | salary) | ($) | | Kevin Koch, Ph.D. | 670,000 | 60% | 402,000 | | Michael P. Nofi(1) | 465,000 | 40% | 25,989 | | Robert Blaustein, M.D., Ph.D.(1) | 525,000 | 40% | 197,918 | | R. Michael Carruthers | 465,694 | 40% | 186,278 | | Behrad Derakhshan, Ph.D. | 520,000 | 45% | 234,000 | | Joanne M. Donovan, M.D., Ph.D. | 530,358 | 40% | 212,143 | | Alan Russell, Ph.D. | 499,580 | 40% | 199,832 |

  65. Target Bonus Opportunities

    (1) Mr. Nofi’s and Dr. Blaustein’s 2025 target bonus opportunity were prorated based on their number of days employed with us during 2025.

  66. Corporate Performance in Fiscal 2025 and Payouts

    Corporate Performance in Fiscal 2025 and Payouts The compensation committee recommended and our board of directors approved annual targets for 2025, based on operational measures, that the compensation committee and management deemed challenging, yet possible, to attain. The annual targets were allocated to one of four categories: research, cardiac programs, skeletal programs and corporate. The compensation committee believed that these metrics were highly linked to creating both short and long-term value to stockholders. The committee applied business judgement in setting these objectives and related targets, thresholds, and weightings.

  67. Corporate Performance in Fiscal 2025 and Payouts

    | EDGEWISE THERAPEUTICS | 45 |

  68. Corporate Performance in Fiscal 2025 and Payouts

    For purposes of the 2025 Bonus Plan:

  69. Corporate Performance in Fiscal 2025 and Payouts

    | ● | The “research” category included metrics related to research goals under our metabolic program and cardiac program (15% weighting). |

  70. Corporate Performance in Fiscal 2025 and Payouts

    | ● | The “cardiac programs” category included metrics related to clinical goals under our cardiac program (30% weighting). |

  71. Corporate Performance in Fiscal 2025 and Payouts

    | ● | The “skeletal programs” category included metrics related to clinical goals under our skeletal program (30% weighting). |

  72. Corporate Performance in Fiscal 2025 and Payouts

    | ● | The “corporate” category included metrics related to cash runway, business development and personnel goals (25% weighting). |

  73. Corporate Performance in Fiscal 2025 and Payouts

    The specific operational performance goals for our 2025 Bonus Plan are not disclosed because we believe it would be competitively harmful to do so, as it would provide competitors insight into our strategic and financial planning processes. In December 2025, the compensation committee determined that the Company met or exceeded most of its goals. In light of its review of such accomplishments in fiscal year 2025, the compensation committee recommended to the board of directors to approve bonus payouts of 100% of target for our named executive officers. In January 2026, the board of directors approved bonus payouts for our named executive officers at 115% achievement of 2025 corporate goals, based on outperformance across key cardiac and skeletal program milestones, capital discipline, and advancement of the pipeline beyond original plan assumptions.

  74. Corporate Performance in Fiscal 2025 and Payouts

    | EDGEWISE THERAPEUTICS | 46 |

  75. Corporate Performance in Fiscal 2025 and Payouts

    The following table sets forth the target annual bonus opportunities and the actual bonus payments made to our named executive officers for 2025:

  76. Corporate Performance in Fiscal 2025 and Payouts

    | | 2025 Target | Annual Payout as a | | | | Bonus | Percentage of 2025 | 2025 Actual | | | Opportunity | Target | Bonus Award | | Named Executive Officer | ($) | Bonus Opportunity | ($) | | Kevin Koch, Ph.D. | 402,000 | 115% | 462,300 | | Michael P. Nofi | 25,989 | 115% | 29,887 | | Robert Blaustein, M.D., Ph.D. | 197,918 | 115% | 227,605 | | R. Michael Carruthers | 186,278 | 115% | 214,219 | | Behrad Derakhshan, Ph.D. | 234,000 | 115% | 269,100 | | Joanne M. Donovan, M.D., Ph.D. | 212,143 | 115% | 243,965 | | Alan Russell, Ph.D. | 199,832 | 115% | 229,807 |

  77. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We use long-term incentive compensation in the form of equity awards to motivate our named executive officers by providing them with the opportunity to build an equity interest in our company and to share in the potential appreciation of the value of our common stock. To date, we have relied on options to purchase and RSUs covering shares of our common stock. In general, the compensation committee views equity awards as inherently variable since the grant date fair value of these awards may not necessarily be indicative of their value when, and if, the shares of our common stock underlying these awards are ever earned or purchased. The compensation committee further believes that equity awards enable us to attract and retain key talent in our industry and aligns our executives’ interests with the long-term interests of our stockholders. Generally, in determining the size of the equity awards granted to our executives, the compensation committee takes into consideration the recommendations of our Chief Executive Officer, except with respect to his own equity award, as well as the factors described above. The compensation committee also considers the dilutive effect of our long-term incentive compensation practices, and the overall impact that these equity awards, as well as awards to other employees, will have on stockholder value. In July 2025, in order to align the long-term interests of our executives and stockholders, support retention and provide motivational value, the compensation committee approved the grant of stock options and RSUs to each of Drs. Russell, Blaustein, Donovan, Derakhshan and Mr. Carruthers, effective August 12, 2025. Additionally, in July 2025, the compensation committee recommended that the board of directors approve, and in August 2025, the board of directors approved the grant of awards of stock options and RSUs to Dr. Koch, effective August 12, 2025. In determining the size of each named executive officer’s equity award, the compensation committee took into consideration the recommendations of our Chief Executive Officer, except with respect to his own equity award, as well as the factors described above. The compensation

  78. Long-Term Incentive Compensation

    | EDGEWISE THERAPEUTICS | 47 |

  79. Long-Term Incentive Compensation

    committee also considered the existing equity holdings of each executive officer, including the current economic value of their unvested equity awards and the ability of these unvested holdings to satisfy our retention objectives. Additionally, upon recommendation of the compensation committee, the board of directors approved (i) in January 2025, new hire grants of options and RSUs to Dr. Blaustein under the 2021 Plan, effective as of January 8, 2025, and (ii) in November 2025, new hire grants of options and RSUs to Mr. Nofi under our Inducement Plan, effective as of November 10, 2025. The equity awards granted to our named executive officers in 2025 are shown in the table below.

  80. Long-Term Incentive Compensation

    | | | Stock Options | Stock Options | RSUs | RSUs | | | | (number of | Grant Date Fair | (number of | Grant Date | | Named Executive Officer | Grant Date | shares) | Value ($) | shares) | Fair Value ($) | | Kevin Koch, Ph.D. | 8/12/2025 | 525,000 | 5,041,621 | 87,500 | 1,171,625 | | Michael P. Nofi | 11/10/2025 | 262,500 | 3,387,209 | 43,750 | 799,750 | | Robert Blaustein, M.D., Ph.D. | 1/21/2025 | 160,000 | 1,791,002 | 30,000 | 765,150 | | Robert Blaustein, M.D., Ph.D. | 8/12/2025 | 105,000 | 1,010,303 | 17,500 | 234,325 | | R. Michael Carruthers | 8/12/2025 | 161,250 | 1,500,845 | 26,875 | 392,707 | | Behrad Derakhshan, Ph.D. | 8/12/2025 | 180,000 | 1,728,428 | 30,000 | 401,700 | | Joanne M. Donovan, M.D., Ph.D. | 8/12/2025 | 168,750 | 1,620,389 | 28,125 | 376,594 | | Alan Russell, Ph.D. | 8/12/2025 | 168,750 | 1,620,389 | 28,125 | 376,594 |

  81. Long-Term Incentive Compensation

    The annual equity awards granted to our named executive officers in 2025 were subject to time-based vesting requirements providing that such stock options are to vest monthly in equal increments over a period of four years, and such RSUs are to vest annually in equal increments over a period of four years, subject to the executive’s continued service to us through the applicable vesting date. With respect to the new hire awards granted to Dr. Blaustein and Mr. Nofi, such stock options were scheduled to vest monthly in equal increments over a period of four years, subject to an initial 12-month vesting cliff, and such RSUs vest annually in equal increments over a period of four years, in each case subject to the executive’s continued service to us through the applicable vesting date

  82. MICHAEL P. NOFI

    MICHAEL P. NOFI We have entered into an employment letter with Mr. Nofi, our Chief Financial Officer. The employment letter currently has no specific term and provides for at-will employment. Mr. Nofi’s annual base salary in fiscal 2025 was $465,000 and his annual target bonus was 40% of his annual base salary. ROBERT BLAUSTEIN, M.D., Ph.D. We were party to an employment letter with Dr. Blaustein, our former Chief Development Officer, until he left the Company in December 2025. The employment letter had no specific term and provided for at-will employment. Dr. Blaustein’s annual base salary in fiscal 2025 was $525,000 and his annual target bonus was 40% of his annual base salary. Dr. Blaustein’s tenure as our Chief Development Officer ended on January 22, 2026.

  83. R. MICHAEL CARRUTHERS

    BEHRAD DERAKHSHAN, PH.D. We have entered into a confirmatory employment letter with Dr. Derakhshan, our Chief Operating Officer. The confirmatory employment letter currently has no specific term and provides for at-will employment. Dr. Derakhshan’s annual base salary in fiscal 2025 was $520,000 and his annual target bonus was 45% of his annual base salary. Effective January 1, 2026, Dr. Derakhshan’s annual base salary was increased to $550,000. JOANNE M. DONOVAN, M.D., PH.D. We have entered into a confirmatory employment letter with Dr. Donovan, our Chief Medical Officer. The confirmatory employment letter currently has no specific term and provides for at-will employment. Dr. Donovan’s annual base salary in fiscal 2025 was $530,358 and her annual target bonus was 40% of her annual base salary. Effective January 1, 2026, Dr. Donovan’s annual base salary was increased to $550,000. ALAN RUSSELL, Ph.D. We have entered into a confirmatory employment letter with Dr. Russell, our Chief Scientific Officer. The confirmatory employment letter currently has no specific term and provides for at-will employment. Dr. Russell’s annual base salary in fiscal 2025 was $499,580 and his annual target bonus was 40% of his annual base salary. Effective January 1, 2026, Dr. Russell’s annual base salary was increased to $520,000.

  84. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table summarizes the payments and other benefits that would be provided to our named executive officers upon the occurrence of certain qualifying terminations of employment and/or a change in control, in any case, occurring on December 31, 2025. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination, or (ii) other benefits earned or accrued by the NEO during his/her employment that are available to all salaried employees, such as accrued vacation, and assume that any successor company in a change in control assumed or substituted awards for any outstanding awards under our equity compensation plans. Dr. Blaustein ceased to be eligible to receive severance payments and benefits under the Executive Severance Plan upon the end of his tenure as Chief Development Officer and Mr. Carruthers ceased to be eligible for severance payments and benefits under the Executive Severance Plan upon the end of his tenure as Chief Financial Officer.

  85. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | EDGEWISE THERAPEUTICS | 52 |

  86. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | | | Termination Without Cause or | | | | Termination Without Cause Not | Resignation for Good Reason in | | | | in connection with a Change in | connection with a Change in | | Name | Change in Control ($) | Control ($) | Control ($) | | Kevin Koch, Ph.D. | | | | | Salary Severance | — | 670,000 | 1,005,000 | | Bonus Severance | — | — | 603,000 | | Continued Medical Benefits | — | 37,085 | 55,627 | | Equity Award Vesting Acceleration (2) | — | 7,310,570 | 17,001,332 | | Michael P. Nofi | | | | | Salary Severance | — | 348,750 | 465,000 | | Bonus Severance | — | — | 186,000 | | Continued Medical Benefits | — | 39,930 | 53,240 | | Equity Award Vesting Acceleration (2) | — | 736,405 | 2,802,406 | | Robert Blaustein, M.D., Ph.D. | | | | | Salary Severance | — | 393,750 | 525,000 | | Bonus Severance | — | | 210,000 | | Continued Medical Benefits | — | 34,052 | 45,402 | | Equity Award Vesting Acceleration (2) | — | 780,925 | 2,278,850 | | Behrad Derakhshan, Ph.D. | — | | | | Salary Severance | — | 390,000 | 520,000 | | Bonus Severance | — | — | 234,000 | | Continued Medical Benefits | — | 35,370 | 47,160 | | Equity Award Vesting Acceleration (2) | — | — | 5,886,699 | | Joanne M. Donovan, M.D., Ph.D. | | | | | Salary Severance | — | 397,769 | 530,358 | | Bonus Severance | — | — | 212,143 | | Continued Medical Benefits | — | 27,814 | 37,085 | | Equity Award Vesting Acceleration (2) | — | — | 5,670,667 | | Alan Russell, Ph.D. | — | | | | Salary Severance | — | 374,685 | 499,580 | | Bonus Severance | — | — | 199,832 | | Continued Medical Benefits | — | 39,843 | 53,124 | | Equity Award Vesting Acceleration (2) | — | 2,485,825 | 5,622,572 |

  87. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (1) The amounts reported in these columns represent estimates of the premiums to maintain group health insurance continuation benefits pursuant to COBRA for the named executive officer and the named executive officer’s eligible dependents (i) for a period of 12 months in connection with a change in control or 9 months not in connection with a change in control, or (ii) with respect to Dr. Koch, for a period of 18 months in connection with a change in control or 12 months not in connection with a change in control. |

  88. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (2) The amounts reported in these columns represent the sum of, for each outstanding and unvested option held by a named executive officer as of December 31, 2025, the product of (i) the number of unvested shares subject to the option and (ii) the difference between $24.815 (the closing price of a share of our common stock on December 31, 2025) and the exercise price of the option. For additional information regarding the unvested options held by our named executive officers as of December 31, 2025, please see the section above titled “Outstanding Equity Awards at Fiscal Year-End.” |

  89. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | EDGEWISE THERAPEUTICS | 53 |

  90. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN

    EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN In February 2021, our board of directors adopted an Executive Change in Control and Severance Plan (Executive Severance Plan) pursuant to which our named executive officers and certain other key employees are eligible to receive severance benefits, as specified in and subject to the employee signing a participation agreement under our Executive Severance Plan. This Executive Severance Plan was developed with input from Alpine regarding severance practices at comparable companies. It is designed to attract, retain and reward senior level employees. The Executive Severance Plan supersedes any other severance payments and benefits to which such key employee was entitled prior to signing the participation agreement. Each of our named executive officers has signed a participation agreement under our Executive Severance Plan providing for the rights to the applicable payments and benefits described below. In the event of an “involuntary termination” of the employment of a named executive officer, which generally includes a termination of employment by us for a reason other than “cause,” the named executive officer’s death or “disability” (as such terms are defined in our Executive Severance Plan), that occurs outside the change in control period (as described below), then the named executive officer will be entitled to the following payments and benefits:

  91. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN

    | ● | a lump sum payment equal to nine months of the named executive officer’s annual base salary as in effect immediately prior to their involuntary termination of employment, or 12 months in the case of Dr. Koch; |

  92. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN

    | ● | continued health coverage under COBRA or a lump sum payment equal to the premium cost of continued health coverage under the Consolidated Omnibus Reconciliation Act of 1985 as amended, or COBRA, for a period of nine months, or 12 months in the case of Dr. Koch; |

  93. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN

    | ● | For Dr. Koch and Dr. Russell, accelerated vesting of a number of shares subject to Company equity awards that would have vested in the 12 months following such termination; and |

  94. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN

    | ● | For our other named executive officers, accelerated vesting of a number of shares subject to the first Company equity award granted to such named executive officers that would have vested in the 12 months following such termination. |

  95. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN

    In the event of an “involuntary termination” of the employment of a named executive officer, which generally includes a termination of employment by the named executive officer for “good reason” (as defined in the Executive Severance Plan) or by us for a reason other than cause, the named executive officer’s death or disability that occurs within a period beginning three months prior to and ending 12 months following a “change in control” (as defined in our Executive Severance Plan) (such period, the “change in control period”), then the named executive officer will be entitled to the following payments and benefits:

  96. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN

    | EDGEWISE THERAPEUTICS | 54 |

  97. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN

    | ● | a lump sum payment equal to 12 months of the named executive officer’s annual base salary as in effect immediately prior to their involuntary termination of employment, or 18 months in the case of Dr. Koch; |

  98. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN

    | ● | a lump sum payment equal to such named executive officer’s annual target bonus, or 150% of annual target bonus in the case of Dr. Koch; |

  99. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN

    | ● | continued health coverage under COBRA or a lump sum payment equal to the cost of continued health coverage under COBRA for a period of 12 months, or 18 months in the case of Dr. Koch; and |

  100. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN

    | ● | 100% accelerated vesting of all outstanding equity awards, and, with respect to equity awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels for the relevant performance period(s). |

  101. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN

    The receipt of the payments and benefits provided for under the Executive Severance Plan described above is conditioned on the named executive officer signing and not revoking a separation and release of claims agreement and such release becoming effective and irrevocable no later than the 60th day following the named executive officer’s involuntary termination of employment, as well as compliance with certain non-disparagement provisions following the named executive officer’s termination of employment and continued compliance with the invention assignment and confidentiality agreement applicable to the named executive officer. In addition, if any of the payments or benefits provided for under the Executive Severance Plan or otherwise payable to a named executive officer would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (Code) and could be subject to the related excise tax, the named executive officer will receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to them. The Executive Severance Plan does not require us to provide any tax gross-up payments to the named executive officers.

  102. Prohibition of Hedging and Pledging Securities

    Prohibition of Hedging and Pledging Securities Our Insider Trading Policy prohibits the members of our board of directors, our employees, including our named executive officers, and other covered persons from, directly or indirectly, (a) trading in publicly-traded options, such as puts and calls, and other derivative securities with respect to our securities (other than stock options, restricted stock units and other compensatory awards issued to them by us) or (b) purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities either (i) granted to them by us or (ii) held, directly or indirectly, by them.

  103. Taxation of “Parachute” Payments

    Taxation of “Parachute” Payments Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to additional taxes if they receive payments or benefits in connection with a change in control of our company that

  104. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation The compensation committee takes accounting considerations into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is Financial Accounting Standards Board Accounting Standards Codification Topic 718 (ASC Topic 718), the standard which governs the accounting treatment of stock-based compensation awards. ASC Topic 718 requires us to recognize in our financial statements all share-based payment awards to employees, including grants of options to purchase shares of our common stock to our named executive officers, based on their fair values. The application of ASC Topic 718 involves significant amounts of judgment in the determination of inputs into the Black Scholes option pricing model that we use to determine the fair value of stock options. These inputs are based upon assumptions as to the volatility of the underlying stock, risk free interest rates, and the expected life (term) of the options. As required under GAAP, we review our valuation assumptions at each grant date, and, as a result, our valuation assumptions used to value stock options granted in future periods may vary from the valuation assumptions we have used previously. ASC Topic 718 also requires us to recognize the compensation cost of our share-based payment awards in our income statement over the period that an employee, including our executive officers, is required to render service in exchange for the award (which, generally, will correspond to the award’s vesting schedule).

  105. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth information regarding the compensation of our named executive officers for the fiscal years ended December 31, 2025, 2024 and 2023:

  106. SUMMARY COMPENSATION TABLE

    | | | | | | Non-Equity | | | | | | | Stock | Option | Incentive Plan | All Other | | | Name and | | Salary | Awards | Awards | Compensation | Compensation | Total | | Principal Position | Year | ($) | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($) | | Kevin Koch, Ph.D. | 2025 | 670,000 | 1,171,625 | 5,041,621 | 462,300 | 14,000 | 7,359,546 | | President and | 2024 | 618,675 | 1,225,469 | 5,300,903 | 442,353 | 13,800 | 7,601,200 | | Chief Executive Officer | 2023 | 594,880 | — | 3,070,335 | 297,440 | 13,200 | 3,975,855 | | Michael P. Nofi | | | | | | | | | Chief Financial Officer | 2025 | 67,813 | 799,750 | 3,387,209 | 29,887 | — | 4,284,659 | | Robert Blaustein, M.D., Ph.D. | | | | | | | | | Former Chief Development Officer | 2025 | 525,000 | 999,475 | 2,801,305 | 227,605 | 14,000 | 4,567,385 | | R. Michael Carruthers | | | | | | | | | Former Chief Financial Officer | 2025 | 465,694 | 392,707 | 1,500,845 | 214,219 | 14,000 | 2,587,465 | | Behrad Derakhshan, Ph.D. | 2025 | 520,000 | 401,700 | 1,728,428 | 269,100 | 14,000 | 2,933,228 | | Chief Operating Officer | 2024 | 478,400 | 394,281 | 1,705,376 | 310,960 | 7,176 | 2,896,193 | | | 2023 | 446,667 | — | 1,125,650 | 184,000 | — | 1,756,317 | | Joanne M. Donovan, M.D., Ph.D. | 2025 | 530,358 | 376,594 | 1,620,389 | 243,965 | 14,000 | 2,785,306 | | Chief Medical Officer | 2024 | 507,520 | 394,281 | 1,705,376 | 303,497 | 13,800 | 2,924,474 | | | 2023 | 488,000 | — | 1,020,444 | 195,200 | 13,200 | 1,716,844 | | Alan Russell, Ph.D. | | | | | | | | | Co-Founder and | 2025 | 499,580 | 376,594 | 1,620,389 | 229,807 | 8,479 | 2,734,849 | | Chief Scientific Officer | | | | | | | |

  107. SUMMARY COMPENSATION TABLE

    | 1.) | The dollar value of the restricted stock unit (RSU) awards shown in the “Stock Awards” column represents the grant date fair value calculated on the basis of the fair market value of the underlying shares of common stock on the grant date in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the award disclosed in this column are set forth in Note 2 and Note 4 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These amounts do not correspond to the actual value that may be recognized by the named executive officers upon vesting of the applicable RSU awards. |

  108. SUMMARY COMPENSATION TABLE

    | 2.) | The dollar value of the stock option awards shown in the “Option Awards” column represents the grant date fair value as calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value disclosed in this column are set forth in Note 2 and Note 4 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These amounts do not correspond to the actual value that may be recognized by the named executive officers upon vesting of the applicable stock option awards. |

  109. SUMMARY COMPENSATION TABLE

    | EDGEWISE THERAPEUTICS | 59 |

  110. SUMMARY COMPENSATION TABLE

    | 3.) | The 2025 amounts disclosed represent a bonus under our 2025 bonus plan based upon the achievement of company objectives for the year ended December 31, 2025, which were paid in the first quarter of 2026. Our 2025 bonus plan is more fully described below under the sections titled “Non-equity incentive plan compensation” and “2025 bonus plan”. |

  111. SUMMARY COMPENSATION TABLE

    | 4.) | The amounts reflect employer matching contributions under our 401(k) plan. |

  112. GRANTS OF PLAN-BASED AWARDS IN 2025

    GRANTS OF PLAN-BASED AWARDS IN 2025

  113. GRANTS OF PLAN-BASED AWARDS IN 2025

    | | Estimated Future Payouts Under | | | | | | | | Non-Equity Incentive Plan Awards (2) | | | | | | | | | | | All Other Option | | | | | | | All Other Stock | Awards: Number of | | Grant Date Fair | | | | | Awards: Number | Securities | Exercise or Base | Value of Stock and | | | | | of Shares of | Underlying Options | Price of Option | Option Awards ($) | | Name | Grant Date (1) | Target ($) | Stock or Units (#)(3) | (#)(4) | Awards ($/Sh)(5) | (6) | | Kevin Koch, Ph.D. | — | $402,000 | — | — | — | — | | | 8/12/2025 | — | — | 525,000 | 13.39 | $5,041,621 | | | 8/12/2025 | — | 87,500 | — | — | $1,171,625 | | Michael P. Nofi | — | $25,989 | — | — | — | — | | | 11/10/2025 | — | — | 262,500 | 18.28 | $3,387,209 | | | 11/10/2025 | — | 43,750 | — | — | $799,750 | | Robert Blaustein, M.D., Ph.D. | — | $197,917 | — | — | — | — | | | 8/12/2025 | — | — | 105,000 | 13.39 | $1,010,303 | | | 8/12/2025 | — | 17,500 | — | — | $234,325 | | | 1/21/2025 | — | — | 160,000 | 27.39 | $1,791,002 | | | 1/21/2025 | — | 30,000 | — | — | $765,150 | | R. Michael Carruthers | — | $186,277 | — | — | — | — | | | 8/12/2025 | — | — | 161,250 | 13.39 | $1,500,845 | | | 8/12/2025 | — | 26,875 | — | — | $392,707 | | Behrad Derakhshan, Ph.D. | — | $234,000 | — | — | — | — | | | 8/12/2025 | — | — | 180,000 | 13.39 | $1,728,428 | | | 8/12/2025 | — | 30,000 | — | — | $401,700 | | Joanne M. Donovan, M.D., Ph.D. | — | $212,143 | — | — | — | — | | | 8/12/2025 | — | — | 168,750 | 13.39 | $1,620,389 | | | 8/12/2025 | — | 28,125 | — | — | $376,594 | | Alan Russell, Ph.D. | — | $199,832 | — | — | — | — | | | 8/12/2025 | — | — | 168,750 | 13.39 | $1,620,389 | | | 8/12/2025 | — | 28,125 | — | — | $376,594 |

  114. GRANTS OF PLAN-BASED AWARDS IN 2025

    | (1) The equity awards listed below are all granted pursuant to the 2021 Equity Incentive Plan, except for the equity awards granted to Mr. Nofi which were granted pursuant to the 2024 Inducement Equity Incentive Plan. |

  115. GRANTS OF PLAN-BASED AWARDS IN 2025

    | (2) This column reflects target annual incentive bonus opportunity for each Named Executive Officer for 2025. Our 2025 annual incentive did not contain threshold or maximum levels of achievement. For a description of the 2025 annual incentive program, see the Compensation Discussion and Analysis. |

  116. GRANTS OF PLAN-BASED AWARDS IN 2025

    | (3) Amounts reported represent RSUs, which vest annually in equal increments over a period of four years, subject to the named executive officer’s continued service to us. |

  117. GRANTS OF PLAN-BASED AWARDS IN 2025

    | EDGEWISE THERAPEUTICS | 60 |

  118. GRANTS OF PLAN-BASED AWARDS IN 2025

    | (4) Amounts reported represent stock options, which vest monthly in equal increments over four years, subject to the named executive officer’s continued service to us, provided that the new hire options granted to Dr. Blaustein and Mr. Nofi are subject to an initial 12-month vesting cliff. |

  119. GRANTS OF PLAN-BASED AWARDS IN 2025

    | (5) The exercise price of these stock options is equal to the closing price of our common stock on the grant date. |

  120. GRANTS OF PLAN-BASED AWARDS IN 2025

    | (6) The amounts shown in this column represent the grant date fair value of equity awards granted to our Named Executive Officers in 2025, computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 2 and Note 4 to our financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. For options, these amounts have been computed in accordance with ASC 718, using the Black-Scholes option-pricing model. The grant date fair value for RSUs is measured in accordance with ASC 718 and is generally based on the closing price of our common stock on the date of grant. The amounts shown in this column do not necessarily correspond to the actual value recognized or that may be recognized by our Named Executive Officers. |

  121. GRANTS OF PLAN-BASED AWARDS IN 2025

    | EDGEWISE THERAPEUTICS | 61 |

  122. OUTSTANDING EQUITY AWARDS AT 2025 YEAR END

    OUTSTANDING EQUITY AWARDS AT 2025 YEAR END The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2025:

  123. OUTSTANDING EQUITY AWARDS AT 2025 YEAR END

    | | Option Awards | | | | | Stock Awards | | | | | Number of | Number of | | | Number of | Market Value of | | | | Securities | Securities | | | Shares or | Shares or | | | | Underlying | Underlying | Option | | Units of Stock | Units of Stock | | | | Unexercised | Unexercised | Exercise | Option | That Have Not | That Have | | | Grant | Options (#) | Options (#) | Price | Expiration | Vested | Not Vested | | Name | Date(1) | Exercisable | Unexercisable | ($)(2) | Date | (#) | ($)(3) | | | (a) | (b) | (c) | (e) | (f) | (g) | (h) | | Kevin Koch, Ph.D. | 8/9/2017(4) | 41,545 | — | $0.18 | 8/8/2027 | — | — | | | 11/16/2018(5) | 178,711 | — | $0.45 | 11/15/2028 | — | — | | | 11/15/2019(6) | 491,865 | — | $0.64 | 11/14/2029 | — | — | | | 9/2/2020(7) | 380,274 | — | $0.71 | 9/1/2030 | — | — | | | 12/16/2020(8) | 664,292 | — | $1.93 | 12/15/2030 | — | — | | | 8/17/2021(9) | 400,000 | — | $16.38 | 8/17/2031 | — | — | | | 8/8/2022(10) | 458,333 | 91,667 | $10.39 | 8/8/2032 | — | — | | | 8/17/2023(11) | 350,000 | 250,000 | $7.08 | 8/17/2033 | — | — | | | 8/12/2024(12) | 143,750 | 287,500 | $17.05 | 8/12/2034 | — | — | | | 8/12/2024(13) | — | — | — | — | 53,907 | $1,337,702 | | | 8/12/2025(14) | 43,750 | 481,250 | $13.39 | 8/12/2035 | — | — | | | 8/12/2025(15) | — | — | — | — | 87,500 | $2,171,313 | | Michael P. Nofi | 11/10/2025(18) | — | 262,500 | $18.28 | 11/10/2035 | — | — | | | 11/10/2025(19) | — | — | — | — | 43,750 | $1,085,656 | | Robert Blaustein, M.D., Ph.D. | 1/21/2025(22) | — | 160,000 | $27.39 | 1/21/2035 | — | — | | | 1/21/2025(23) | — | — | — | — | 30,000 | $744,450 | | | 8/12/2025(14) | 8,750 | 96,250 | $13.39 | 8/12/2035 | — | — | | | 8/12/2025(15) | — | — | — | — | 17,500 | $434,263 | | R. Michael Carruthers | 9/2/2020(20) | 127,122 | — | $0.71 | 9/1/2030 | — | — | | | 12/16/2020(8) | 14,207 | — | $1.93 | 12/15/2030 | — | — | | | 8/17/2021(9) | 120,000 | — | $16.38 | 8/17/2031 | — | — | | | 8/8/2022(10) | 166,666 | 33,334 | $10.39 | 8/8/2032 | — | — | | | 8/17/2023(11) | 1 | 83,334 | $7.08 | 8/17/2033 | — | — | | | 8/12/2024(12) | 46,250 | 92,500 | $17.05 | 8/12/2034 | — | — | | | 8/12/2024(13) | — | — | — | — | 17,344 | $430,391 | | | 8/12/2025(14) | 13,437 | 147,813 | $13.39 | 8/12/2035 | — | — | | | 8/12/2025(15) | — | — | — | — | 26,875 | $666,903 | | Behrad Derakhshan, Ph.D. | 9/22/2020(7) | 288,163 | — | $0.71 | 9/21/2030 | — | — | | | 12/16/2020(8) | 92,949 | — | $1.93 | 12/15/2030 | — | — | | | 8/17/2021(9) | 140,000 | — | $16.38 | 8/17/2031 | — | — | | | 8/8/2022(10) | 166,666 | 33,334 | $10.39 | 8/8/2032 | — | — | | | 8/17/2023(11) | 128,333 | 91,667 | $7.08 | 8/17/2033 | — | — | | | 8/12/2024(12) | 46,250 | 92,500 | $17.05 | 8/12/2034 | — | — | | | 8/12/2024(13) | — | — | — | — | 17,344 | $430,391 | | | 8/12/2025(14) | 15,000 | 165,000 | $13.39 | 8/12/2035 | — | — | | | 8/12/2025(15) | — | — | — | — | 30,000 | $744,450 | | Joanne M. Donovan, M.D., Ph.D. | 4/30/2021(21) | 160,000 | — | $28.64 | 4/30/2031 | - | - | | | 8/17/2021(9) | 160,000 | — | $16.38 | 8/17/2031 | - | - | | | 8/8/2022(10) | 200,000 | 40,000 | $10.39 | 8/8/2032 | - | - | | | 8/17/2023(11) | 91,666 | 83,334 | $7.08 | 8/17/2033 | - | - | | | 8/12/2024(12) | 46,250 | 92,500 | $17.05 | 8/12/2034 | - | - | | | 8/12/2024(13) | - | - | - | - | 17,344 | $430,391 | | | 8/12/2025(14) | 14,062 | 154,688 | $13.39 | 8/12/2035 | - | - | | | 8/12/2025(15) | - | - | - | - | 28,125 | $697,922 | | Alan Russell, Ph.D. | 9/19/2017(16) | 1,147,365 | — | $0.18 | 6/27/2032 | — | — | | | 8/31/2018(17) | 130,352 | — | $0.45 | 8/30/2028 | — | — | | | 11/15/2019(6) | 227,332 | — | $0.64 | 11/14/2029 | — | — | | | 9/2/2020(7) | 190,137 | — | $0.71 | 9/1/2030 | — | — | | | 12/16/2020(8) | 475,183 | — | $1.93 | 12/15/2030 | — | — | | | 8/17/2021(9) | 120,000 | — | $16.38 | 8/17/2031 | — | — | | | 8/8/2022(10) | 183,333 | 36,667 | $10.39 | 8/8/2032 | — | — | | | 8/17/2023(11) | 116,666 | 83,334 | $7.08 | 8/17/2033 | — | — | | | 8/12/2024(12) | 46,250 | 92,500 | $17.05 | 8/12/2034 | — | — | | | 8/12/2024(13) | — | — | — | — | 17,344 | $430,391 | | | 8/12/2025(14) | 14,062 | 154,688 | $13.39 | 8/12/2035 | — | — | | | 8/12/2025(15) | — | — | — | — | 28,125 | $697,922 |

  124. OUTSTANDING EQUITY AWARDS AT 2025 YEAR END

    | EDGEWISE THERAPEUTICS | 62 |

  125. OUTSTANDING EQUITY AWARDS AT 2025 YEAR END

    | (1) Each of the outstanding options to purchase shares of our common stock granted between August 9, 2017 through February 4, 2021, inclusive, was granted pursuant to our 2017 Equity Incentive Plan, as amended. Each of the outstanding options to purchase shares of our common stock and the outstanding awards of RSUs covering shares of our common stock granted since April 30, 2021, inclusive, was granted pursuant to our 2021 Equity Incentive Plan, as amended. |

  126. OUTSTANDING EQUITY AWARDS AT 2025 YEAR END

    | (2) This column represents the fair market value of a share of our common stock on the date of grant, as determined by our board of directors, for stock options granted through February 4, 2021. For stock options granted on or after March 24, 2021 the price in this column is the Nasdaq stock closing price on the date of grant. |

  127. OUTSTANDING EQUITY AWARDS AT 2025 YEAR END

    | (3) This column represents the market value of the shares of our common stock underlying the RSUs as of December 31, 2025, based on the closing price of our common stock of $24.815 per share. |

  128. OUTSTANDING EQUITY AWARDS AT 2025 YEAR END

    | (4) The option vested as to 1/48th of the shares of our common stock underlying it in monthly installments beginning July 13, 2017, subject to the named executive officer’s rendering at least four days per week of services to us during each such month. |

  129. OUTSTANDING EQUITY AWARDS AT 2025 YEAR END

    | (5) The option vested as to 1/4th of the shares of our common stock underlying it on November 2, 2019, and 1/48th of the shares of our common stock underlying the option in monthly installments after the initial vesting date, subject to the named executive officer’s continued service through each vesting date. |

  130. OUTSTANDING EQUITY AWARDS AT 2025 YEAR END

    | (6) The option vested as to 1/48th of the shares of our common stock underlying it in monthly installments beginning November 16, 2019, subject to the named executive officer’s continued service through each vesting date. |

  131. OUTSTANDING EQUITY AWARDS AT 2025 YEAR END

    | (7) The option vested as to 1/48th of the shares of our common stock underlying it in monthly installments beginning October 2, 2020, subject to the named executive officer’s continued service through each vesting date. |

  132. OUTSTANDING EQUITY AWARDS AT 2025 YEAR END

    | (8) The option vested as to 1/48th of the shares of our common stock underlying it in monthly installments beginning January 3, 2021, subject to the named executive officer's continued service through each vesting date. In the event that the named executive officer’s employment is terminated without “cause,” the named executive officer has terminated his services for “good reason,” or we undergo a “change of control” (as such terms are defined in the option agreement), then the shares that would have vested during the 12 month period immediately following the effective date of such termination or change of control will become vested upon the date that a release and waiver of claims in a form acceptable to the Company and signed by the named executive officer is no longer revocable by the named executive officer. Additionally, in the event that the Company undergoes a change of control, and upon or within 30 days prior to or within 12 months after such change of control, the named executive officer is terminated without cause or terminates his services for good reason, then upon the date that a release and waiver of claims in a form acceptable to the Company and signed by the named executive officer is no longer revocable by the named executive officer, 100% of the then-unvested shares underlying the option will be deemed exercisable and no longer subject to vesting requirements. |

  133. OUTSTANDING EQUITY AWARDS AT 2025 YEAR END

    | (9) The option vests as to 1/48th of the shares of our common stock underlying it in monthly installments beginning September 17, 2021, subject to the named executive officer’s continued service through each vesting date. |

  134. OUTSTANDING EQUITY AWARDS AT 2025 YEAR END

    | (10) The option vests as to 1/48th of the shares of our common stock underlying it in monthly installments beginning September 8, 2022, subject to the named executive officer’s continued service through each vesting date. |

  135. OUTSTANDING EQUITY AWARDS AT 2025 YEAR END

    | (11) The option vests as to 1/48th of the shares of our common stock underlying it in monthly installments beginning September 17, 2023, subject to the named executive officer’s continued service through each vesting date. |

  136. OUTSTANDING EQUITY AWARDS AT 2025 YEAR END

    | (12) The option vests as to 1/48th of the shares of our common stock underlying it in monthly installments beginning September 12, 2024, subject to the named executive officer’s continued service through each vesting date. |

  137. OUTSTANDING EQUITY AWARDS AT 2025 YEAR END

    | (13) The award of RSUs vests as to 1/4th of the shares of our common stock underlying it in annual installments beginning August 12, 2025, subject to the named executive officer’s continued service through each vesting date. |

  138. OUTSTANDING EQUITY AWARDS AT 2025 YEAR END

    | (14) The option vests as to 1/48th of the shares of our common stock underlying it in monthly installments beginning September 12, 2025, subject to the named executive officer’s continued service through each vesting date. |

  139. OUTSTANDING EQUITY AWARDS AT 2025 YEAR END

    | (15) The award of RSUs vests as to 1/4th of the shares of our common stock underlying it in annual installments beginning August 12, 2026, subject to the named executive officer’s continued service through each vesting date. |

  140. OUTSTANDING EQUITY AWARDS AT 2025 YEAR END

    | EDGEWISE THERAPEUTICS | 63 |

  141. OUTSTANDING EQUITY AWARDS AT 2025 YEAR END

    | (16) The option vested as to 1/48th of the shares of our common stock underlying it in monthly installments beginning July 27, 2017, subject to the named executive officer’s rendering at least four days per week of services to us during each such month. |

  142. OUTSTANDING EQUITY AWARDS AT 2025 YEAR END

    | (17) The option vested as to 1/48th of the shares of our common stock underlying it in monthly installments beginning September 10, 2018, subject to the named executive officer’s rendering at least four days per week of services to us during each such month. |

  143. OUTSTANDING EQUITY AWARDS AT 2025 YEAR END

    | (18) The option vested as to 1/4th of the shares of our common stock underlying it on November 10, 2026, and 1/48th of the shares of our common stock underlying the option in monthly installments after the initial vesting date, subject to the named executive officer’s continued service through each vesting date. |

  144. OUTSTANDING EQUITY AWARDS AT 2025 YEAR END

    | (19) The award of RSUs vests as to 1/4th of the shares of our common stock underlying it in annual installments beginning November 10, 2026, subject to the named executive officer’s continued service through each vesting date. |

  145. OUTSTANDING EQUITY AWARDS AT 2025 YEAR END

    | (20) The option vested as to 1/4th of the shares of our common stock underlying it on September 1, 2021, and 1/48th of the shares of our common stock underlying the option in monthly installments after the initial vesting date, subject to the named executive officer’s continued service through each vesting date. |

  146. OUTSTANDING EQUITY AWARDS AT 2025 YEAR END

    | (21) The option vests as to 1/4th of the shares of our common stock underlying it on April 26, 2022, and 1/48th of the shares of our common stock underlying the option in monthly installments after the initial vesting date, subject to the named executive officer’s continued service through each vesting date. |

  147. OUTSTANDING EQUITY AWARDS AT 2025 YEAR END

    | (22) The option vests as to 1/2 of the shares of our common stock underlying it on January 21, 2026, and 1/24th of the shares of our common stock underlying the option in monthly installments after the initial vesting date, subject to the named executive officer’s continued service through each vesting date. |

  148. OUTSTANDING EQUITY AWARDS AT 2025 YEAR END

    | (23) The award of RSUs vests as to 1/4th of the shares of our common stock underlying it in annual installments beginning January 21, 2026, subject to the named executive officer’s continued service through each vesting date. |

  149. OUTSTANDING EQUITY AWARDS AT 2025 YEAR END

    | EDGEWISE THERAPEUTICS | 64 |

  150. OPTION EXERCISES AND STOCK VESTED IN 2025

    OPTION EXERCISES AND STOCK VESTED IN 2025

  151. OPTION EXERCISES AND STOCK VESTED IN 2025

    | | Option Awards | | Stock Awards | | | | Number of Shares | | | | | | Acquired on | Value Realized on | Number of Shares | Value Realized on | | | Exercise | Exercise | Acquired on Vesting | Vesting | | Name | (#) | ($) (1) | (#) (2) | ($) (3) | | Kevin Koch, Ph.D. | 9,636 | $287,681 | 28,385 | $404,243 | | Michael P. Nofi | — | $— | — | $— | | Robert Blaustein, M.D., Ph.D. | — | $— | — | $— | | R. Michael Carruthers | 116,665 | $2,213,823 | 10,990 | $160,523 | | Behrad Derakhshan, Ph.D. | 10,000 | $281,000 | 10,990 | $160,523 | | Joanne M. Donovan, M.D., Ph.D. | 25,000 | $513,658 | 16,198 | $245,934 | | Alan Russell, Ph.D. | 209,415 | $3,817,295 | 10,990 | $160,523 |

  152. OPTION EXERCISES AND STOCK VESTED IN 2025

    | (1) The value realized on exercise of stock options equals the difference between (i) the market price of the Company's Common Stock on the exercise date and (ii) the exercise price of those options, multiplied by the number of shares as to which the options were exercised. |

  153. OPTION EXERCISES AND STOCK VESTED IN 2025

    | (2) Includes shares of the Company's Common Stock issuable upon the vesting of stock awards granted to Dr. Koch, Mr. Nofi, Dr. Blaustein, Mr. Carruthers, Dr. Derakhshan, Dr. Donovan, and Dr. Russell in Fiscal Year 2025. |

  154. OPTION EXERCISES AND STOCK VESTED IN 2025

    | (3) Value realized was calculated based on the number of shares acquired on vesting multiplied by the per share closing price of the Company's common stock on the date prior to vesting. |

  155. CEO PAY RATIO

    CEO PAY RATIO Pursuant to a mandate of the Dodd-Frank Act, the SEC adopted rules requiring annual disclosure of the ratio of the median employee’s annual total compensation to our CEO’s annual total compensation. For purposes of determining our CEO’s annual total compensation, we used the annual total compensation of Dr. Koch, who was serving as our CEO on the date used to determine the median employee for our last completed fiscal year, which ended December 31, 2025:

  156. CEO PAY RATIO

    | ● | The median employee’s annual total compensation was $443,614. The median employee was determined based on the assumptions stated below. |

  157. CEO PAY RATIO

    | ● | Dr. Koch’s annual total compensation for 2025 was $7,359,546. |

  158. CEO PAY RATIO

    | ● | Based on the above, for 2025, the ratio of Dr. Koch’s annual total compensation to the median employee’s annual total compensation was approximately 16.6 to 1. |

  159. CEO PAY RATIO

    This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act of 1933, as amended (the CEO Pay Ratio Disclosure Rule). For purposes of this year’s disclosure under the CEO Pay Ratio Disclosure Rule, we determined the median employee, excluding Dr. Koch, as of December 31, 2025, at which time we had approximately 141 employees. For all employees hired during 2025, we annualized their base

  160. CEO PAY RATIO

    | EDGEWISE THERAPEUTICS | 65 |

  161. CEO PAY RATIO

    salary or wages as if they had been employed for the entire measurement period. We did not include any contractors or other non-employee workers in our employee population. Pay elements that were included in the annual total compensation for each employee are:

  162. CEO PAY RATIO

    | ● | Base salary paid in 2025; |

  163. CEO PAY RATIO

    | ● | Actual performance bonus and/or actual commissions earned in 2025 and paid in Q1 2026; |

  164. CEO PAY RATIO

    | ● | Value of actual equity awards granted in 2025 (either new hire grant, promotion grant or annual grant), calculated based on grant date fair value; and |

  165. CEO PAY RATIO

    | ● | Company matching contributions to employees’ 401(k) plan contribution. |

  166. CEO PAY RATIO

    We then compared the annual total compensation earned by these employees to determine the median employee. Once we identified our median employee, we estimated such employee’s annual total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, yielding the median employee annual total compensation disclosed above. We determined Dr. Koch’s annual total compensation amount by taking the amount reported in the “Total” column of our 2025 Summary Compensation Table included in this proxy.

  167. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth the compensation for Kevin Koch, Ph.D., our principal executive officer (PEO), and the average compensation for our named executive officers other than our PEO (non-PEO NEOs) for fiscal years 2025, 2024 and 2023 (each, a Covered Year), both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as calculated in accordance with rules adopted by the SEC in August 2022. “Compensation actually paid” does not reflect amounts actually realized by our PEO and Non-PEO NEOs and may be higher or lower than amounts, if any, that are actually realized by such individuals. The table below also provides information for each Covered Year regarding our cumulative total shareholder return and our net income.

  168. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | | Average Summary | Average | | | | | | Summary | Compensation | Compensation | Compensation | | Peer Group Total | | | | Compensation | Actually Paid | Table Total for | Actually Paid to | Total Shareholder | Shareholder | Net | | | Table Total for | to PEO | Non-PEO NEOs | Non-PEO NEOs | Return | Return | Income | | Fiscal Year | PEO ($) | ($)(1)(2) | ($)(3)(4) | ($)(2)(4) | ($)(5) | | ($)(6) | | 2025 | 7,359,546 | 7,865,598 | 3,315,482 | 3,959,254 | 285.64 | 138.77 | (167,795) | | 2024 | 7,601,200 | 35,595,836 | 2,910,334 | 12,936,866 | 307.34 | 104.00 | (133,813) | | 2023 | 3,975,855 | 9,609,491 | 1,736,581 | 3,519,249 | 127.81 | 104.59 | (100,163) |

  169. PAY VERSUS PERFORMANCE

    | 1.) | Compensation actually paid does not mean that our PEO was actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of summary compensation table total compensation under the methodology prescribed under the SEC’s rules, as shown in the adjustment table below. |

  170. PAY VERSUS PERFORMANCE

    | EDGEWISE THERAPEUTICS | 68 |

  171. PAY VERSUS PERFORMANCE

    | Fiscal Year | 2025 | | Summary Compensation Table Total for PEO ($) | 7,359,546 | | Minus Grant Date Fair Value of Equity Awards in Summary Compensation Table ($) | (6,213,246) | | Plus Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at Fiscal Year End ($) | 11,630,875 | | Plus Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | (1,571,121) | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | 615,284 | | Plus Year over Year Change in Fair Value between the Vesting Date and the End of the Prior Year of Equity Awards Granted in Prior Years that Vested in the Year ($) | (3,955,740) | | Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | - | | Compensation Actually Paid to PEO ($) | 7,865,598 |

  172. PAY VERSUS PERFORMANCE

    | 2.) | For purposes of the adjustments to determine “compensation actually paid”, we computed the fair value of stock option awards in accordance with FASB ASC Topic 718 as of the end of the relevant fiscal year, other than fair values of equity awards that vested in the Covered Year, which are valued as of the applicable vesting. The valuation assumptions used in the calculation of such amounts are set forth in Note 2 and Note 4 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |

  173. PAY VERSUS PERFORMANCE

    | 3.) | This figure is the average of the summary compensation table total compensation for the non-CEP NEOs in each listed year. The names of the non-PEO NEOs for each Covered Year are, for 2025, Michael P. Nofi, Robert Blaustein, M.D., Ph.D., R. Michael Carruthers, Behrad Derakhshan, Ph.D., Joanne M. Donovan, M.D., Ph.D., and Alan Russell, Ph.D., and for 2024 and 2023, Joanne M. Donovan, M.D., Ph.D., and Behrad Derakhshan, Ph.D. |

  174. PAY VERSUS PERFORMANCE

    | 4.) | This figure is the average of compensation actually paid for the non-PEO NEOs in each Covered Year. Compensation actually paid does not mean that these NEOs were actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of summary compensation table total compensation under the methodology prescribed under the SEC's rules, as shown in the adjustment table below. |

  175. PAY VERSUS PERFORMANCE

    | EDGEWISE THERAPEUTICS | 69 |

  176. PAY VERSUS PERFORMANCE

    | Fiscal Year | 2025 | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | 3,315,482 | | Minus Non-PEO NEO Average Grant Date Fair Value of Equity Awards in Summary Compensation Table ($) | (2,667,564) | | Plus Non-PEO NEO Average Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at Fiscal Year End ($) | 4,461,982 | | Plus Non-PEO NEO Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | (354,471) | | Plus Non-PEO NEO Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | 153,086 | | Plus Non-PEO NEO Average Year over Year Change in Fair Value between the Vesting Date and the End of the Prior Year of Equity Awards Granted in Prior Years that Vested in the Year ($) | (949,260) | | Minus Non-PEO NEO Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | - | | Average Compensation Actually Paid to Non-PEO NEOs ($) | 3,959,254 |

  177. PAY VERSUS PERFORMANCE

    | 5.) | Total shareholder return is calculated by assuming that a $100 investment was made at the close of trading on December 31, 2022 and reinvesting all dividends until the last day of each reported fiscal year. |

  178. PAY VERSUS PERFORMANCE

    | 6.) | The dollar amounts reported are the Company's net income reflected in the Company’s audited financial statements. |

  179. PAY VERSUS PERFORMANCE

    | EDGEWISE THERAPEUTICS | 70 |