DEF 14A of Liquidia Corp, Apr 24, 2026

DEF 14A of Liquidia Corp

Filed Apr 24, 2026 · FY20250001104659-26-048597

Open on EDGAR

  1. NOMINEES FOR A THREE-YEAR TERM EXPIRING AT THE 2029 ANNUAL MEETING

    | Name | Age | Principal Occupation and Business Experience | | Katie Rielly-Gauvin | 62 | Ms. Rielly Gauvin has been a member of our Board and a member of our Nominating and Corporate Governance Committee since Liquidia Corporation’s formation in June 2020. Ms. Rielly Gauvin has also served on our Compensation Committee since January 2022. Previously, Ms. Rielly-Gauvin served as Chairperson of our Research and Development Committee from June 2020 to January 2022 and as a member of our Litigation Committee from August 2020 to January 2022. Ms. Rielly-Gauvin has been a member of the board of directors of Liquidia Technologies since October 2019 and served as a member of the Liquidia Technologies Nominating and Corporate Governance Committee and Research and Development Committee from October 2019 until consummation of the Merger Transaction (as defined below) in November 2020. Ms. Rielly Gauvin served as the Vice President of Global Commercial Development of AbbVie Inc. (NYSE: ABBV) (“AbbVie”), a pharmaceutical research and development company, from January 2013 until August 2023. During her tenure, she oversaw and led the strategic direction and expansion of the Immunology, Oncology, Neuroscience and Specialty Therapeutic areas, as well as the commercial strategy and development for the pipeline. Prior to joining AbbVie, Ms. Rielly Gauvin worked in the Johnson & Johnson family of companies across a variety of roles in commercial, medical affairs and research capacities, including Vice President and General Manager for the Janssen Commercial CNS organization. Ms. Rielly Gauvin holds a Bachelor |

  2. NOMINEES FOR A THREE-YEAR TERM EXPIRING AT THE 2029 ANNUAL MEETING

    | Name | Age | Principal Occupation and Business Experience | | | | of Science degree in Chemistry from Simmons University and an MBA in Economics from Rutgers University. We believe Ms. Rielly Gauvin is qualified to serve on our Board due to her extensive industry experience and knowledge in drug development and commercialization. | | Ramandeep Singh | 55 | Mr. Singh has been a member of our Board, our Audit Committee and our Nominating and Corporate Governance Committee since Liquidia Corporation’s formation in June 2020. Mr. Singh has been a member of the board of directors of Liquidia Technologies since February 2018. Since October 2025, Mr. Singh has served on the board of directors of Firebird Biologics which specializes in the field of Oncology, CNS and Rare Diseases. Prior to this, from July 2020 to June 2025, Mr. Singh served as the Chief Executive Officer of Juniper Biologics which specializes in Oncology & Oncology Supportive Care, Gene Therapy & Rare Diseases. Previously, from 2011 to December 2020, Mr. Singh served as the chief executive officer of Mundipharma Pte Limited, which is part of a network of independent associated companies active in the fields of analgesia, oncology, ophthalmology, respiratory, specialty care and consumer health. Mr. Singh graduated with a Bachelor’s degree in Mechanical Engineering. He also holds a Master’s degree in International Management from Thunderbird School of Global Management and in Business Administration from Assumption University. We believe Mr. Singh is qualified to serve on our Board due to his vast industry experience and knowledge as well as his business experience. | | David Johnson | 43 | As a condition to, and concurrent with, closing our private placement of common stock in April 2021, pursuant to that certain Common Stock Purchase Agreement, dated as of April 12, 2021, by and among Liquidia, a fund and account managed by Caligan Partners LP (“Caligan”) and certain other accredited investors, and that certain Standstill Agreement, dated as of April 13, 2021, by and between Liquidia and Caligan (the “Standstill Agreement”), Mr. Johnson was appointed as a member of our Board and Audit Committee. Previously, from April 2021 to January 2022, Mr. Johnson served as a member of our Research and Development Committee. Since September 2017, Mr. Johnson has served as the Managing Partner and co-Founder of Caligan, an SEC-registered investment manager. Previously, Mr. Johnson was a Managing Director at The Carlyle Group, where he was employed from 2010 to 2017. Prior to joining Carlyle, Mr. Johnson worked for six years at Morgan Stanley, where he was a Vice President in the Principal Investments area. Mr. Johnson currently serves as a non-executive director and member of the Audit Committee and R&D Committee for Exelixis, Inc. (EXEL). Mr. Johnson was previously a director of AMAG Pharmaceuticals from October 2019 through November 2020. Mr. Johnson has served on the Executive Committee for the Harvard College Fund and is a member of the board of directors of the Children’s Scholarship Fund. Mr. Johnson received his A.B. in Applied Mathematics, cum laude, from Harvard College in 2004 and a S.M. in Applied Mathematics from Harvard College in 2004. The Board believes that Mr. Johnson’s qualifications to sit on the Board include his extensive experience as an investor and his insights into financial strategy, and organizational and business development. |

  3. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING

    CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING The following contains certain information about those directors whose terms do not expire until the 2028 annual meeting and who are not standing for reelection, including their business experience, public company director positions held currently or at any time during the last five years, involvement in certain legal proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused our Board to determine that the directors should serve as one of our directors. The age of each director as of the Record Date is set forth below.

  4. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING

    | Name | Age | Principal Occupation and Business Experience | | Stephen Bloch, M.D. | 63 | Dr. Bloch has been the Chairperson and member of our Board, and a member of our Audit Committee, since Liquidia Corporation’s formation in June 2020 and has served as a member and Chairperson of our Nominating and Corporate Governance Committee since April 2021. Dr. Bloch served as Chairperson of our Compensation Committee from June 2020 through November 2020 and is currently a member of the Compensation Committee. Previously, Dr. Bloch served as a member of our Litigation Committee from August 2020 to January 2022 and as a member of our Research and Development Committee from April 2021 to January 2022. Dr. Bloch has been a member of the board of directors of Liquidia Technologies since July 2009. Dr. Bloch is currently a director of a number of private life sciences companies and served as a director of Marinus Pharmaceuticals, Inc. (Nasdaq: MRNS) from September 2005 until April 2016. Dr. Bloch has served as Chief Executive Officer of EvolveImmune Therapeutics since January 2020 and as Chief Executive Officer of Allyx Therapeutics, Inc. since July 2020. Dr. Bloch has also been a general partner at Canaan Partners, a global venture capital firm, since November 2007. From August 2003 to November 2007, Dr. Bloch was a principal at Canaan Partners. From January 1995 to June 2002, Dr. Bloch was the founder and chief executive officer of Radiology Management Sciences, LLC, a specialty medical management company. Dr. Bloch graduated from Dartmouth College with a Bachelor of Arts. Dr. Bloch also holds a Doctor of Medicine from the University of Rochester and a Master of Arts in the History of Science from Harvard University. We believe Dr. Bloch is qualified to serve on our Board due to his financial expertise, experience as a venture capitalist and his experience of serving on the board of directors for several public and private pharmaceutical and life sciences companies. |

  5. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING

    | Name | Age | Principal Occupation and Business Experience | | Joanna Horobin, M.B., C.H.B. | 71 | Dr. Horobin has been a member of our Board of Directors since Liquidia Corporation’s formation in June 2020. Dr. Horobin has been Chairperson of our Compensation Committee since December 2020, and has served as a member of our Compensation Committee since June 2020. Dr. Horobin also served as a member of our Research and Development Committee from June 2020 to January 2022 and as a member of our Litigation Committee from August 2020 to January 2022. Dr. Horobin has been a member of the board of directors of Liquidia Technologies since October 2019. Dr. Horobin served as the Senior Vice President and Chief Medical Officer of Idera Pharmaceuticals, Inc., a clinical stage biopharmaceutical company focused on the clinical development, and ultimately the commercialization, of drug candidates for both oncology and rare disease indications (“Idera”) (Nasdaq: IDRA), from November 2015 until July 2019. Prior to joining Idera, Dr. Horobin served as the Chief Medical Officer of Verastem, Inc. (“Verastem”) (Nasdaq: VSTM), a biopharmaceutical company focused on developing and commercializing medicines to improve the survival and quality of life of cancer patients, from September 2012 to July 2015. Prior to joining Verastem, she served as President of Syndax Pharmaceuticals, Inc. (“Syndax”) (Nasdaq: SNDX), a clinical stage biopharmaceutical company developing an innovative pipeline of cancer therapies, from September 2006 to September 2012 and as Chief Executive Officer from September 2006 until April 2012. Prior to that, Dr. Horobin held several roles of increasing responsibility at global pharmaceutical corporations such as Rhône Poulenc Rorer (now Sanofi) and Chugai Rhône Poulenc. Dr. Horobin received her medical degree from the University of Manchester, England. We believe Dr. Horobin is qualified to serve on our Board due to her extensive industry experience and knowledge in drug development and commercialization. | | Roger A. Jeffs, Ph.D. | 64 | Dr. Jeffs has been our Chief Executive Officer since January 2022 and a member of our Board of Directors since November 2020. Dr. Jeffs served on our Compensation Committee from November 2020 to December 2021 and on our Research and Development Committee and our Litigation Committee from April 2021 to January 2022. Dr. Jeffs also served as a director of RareGen from August 2018 until November 2020. Dr. Jeffs is currently the Co-Founder and Vice Chairman of Kriya Therapeutics, a gene therapy company, where he has served since October 2019. Dr. Jeffs was previously at United Therapeutics Corporation, a biotechnology company, where he worked for 18 years until 2016. Dr. Jeffs joined United Therapeutics Corporation during its inception phase in 1998 as Director of Research, Development, and Medical and served as its President and Chief Operating Officer from 2001 to 2014, and President and co-CEO from 2015-2016, and was a member of the board of directors from 2001 through 2016. While at United Therapeutics, Dr. Jeffs helped lead the initial public offering, oversaw the clinical development and regulatory approval of six products for rare diseases, and managed the commercial effort that led to a consistent |

  6. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING

    | Name | Age | Principal Occupation and Business Experience | | | | >20% CAGR and $1.5 billion revenue run rate. United Therapeutics was consistently recognized as one of the fastest growing companies and best places to work during his tenure. Dr. Jeffs previously held positions at Amgen, Inc., a biopharmaceutical company, and Burroughs Wellcome Co., a pharmaceutical company, where he held roles in clinical development. Dr. Jeffs currently serves on the board of directors of Axsome Therapeutics, Inc. (Nasdaq: AXSM) and previously served, within the last five years, on the board of directors of Albireo Pharma, Inc. (Nasdaq: ALBO). Dr. Jeffs holds an undergraduate degree in chemistry from Duke University and a Ph.D. in pharmacology from the University of North Carolina School of Medicine. We believe Dr. Jeffs’ scientific background and business experience, coupled with his experience as a chief executive officer of a publicly-traded biotechnology company, provide him with the qualifications and skills to serve on our Board. |

  7. CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING

    CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING The following contains certain information about those directors whose terms do not expire until the 2027 annual meeting and who are not standing for reelection, including their business experience, public company director positions held currently or at any time during the last five years, involvement in certain legal proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused our Board to determine that the directors should serve as one of our directors. The age of each director as of the Record Date is set forth below.

  8. CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING

    | Name | Age | Principal Occupation and Business Experience | | Damian deGoa | 47 | Mr. deGoa has been a member of our Board since December 2020 and a member of our Audit Committee since August 2025. Mr. deGoa recently served as Chief Operating Officer at Ottawa Avenue Private Capital from January 2022 to July 2024. Previously, Mr. deGoa served as our Chief Executive Officer from December 2020 to January 2022 and as Chief Executive Officer and a director of RareGen, LLC (now known as Liquidia PAH), a current wholly owned subsidiary of the Company (“RareGen”), from September 2018 until RareGen’s acquisition by the Company in November 2020. From December 2012 until September 2018, Mr. deGoa was the Managing Director of PBM Capital Group, LLC (“PBM Capital”) where he led several portfolio investments, divestments and operations. From April 2015 to April 2017, Mr. deGoa served as Chief Executive Officer of Breas Medical Group, a PBM Capital portfolio company which was acquired by Fosun Pharma in March 2017, and subsequently served as a director of Breas Medical Group from March 2017 to February 2020. Prior to joining PBM Capital, Mr. deGoa held various roles at Perrigo Company from August 2007 until December 2012, including Head of International Business Development, Divisional Finance Lead for Perrigo Company’s nutrition segment and Director of Corporate Development and Rx Business Development. Mr. deGoa holds a Bachelor of Arts in Economics and Philosophy from the University of Michigan and a Master’s in Business Administration in Finance from DePaul University. Mr. deGoa is qualified to serve on the Board due to his extensive and broad range of experience in business and healthcare product development, including previous commercial experience with treprostinil as our Chief Executive Officer and as Chief Executive Officer of RareGen. |

  9. CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING

    | Name | Age | Principal Occupation and Business Experience | | Arthur Kirsch | 74 | Mr. Kirsch has been a member of our Board, Chairperson of our Audit Committee and a member of our Compensation Committee since Liquidia Corporation’s formation in June 2020. Previously, Mr. Kirsch served as a member of our Litigation Committee from August 2020 to January 2022. Mr. Kirsch has been a member of the board of directors of Liquidia Technologies since September 2016, and was the Chairperson of Liquidia Technologies’ Audit Committee since its formation in August 2016 until consummation of the Merger Transaction (as defined below) in November 2020 and a member of Liquidia Technologies’ Compensation Committee from May 2019 until November 2020. Mr. Kirsch previously served as a director of POZEN Inc. (Nasdaq: POZN) from May 2004 until February 2016, as a director of Aralez Pharmaceuticals, Inc. (Nasdaq: ARLZ) from February 2016 until May 2019, as a director of Kadmon Corporation (NYSE: KDMN) from May 2019 to November 2021 and as a director of Immunomedics, Inc. (Nasdaq: IMMU) from August 2015 until October 2016. Mr. Kirsch is currently a consultant. From 2005 until 2018, Mr. Kirsch served as a managing director and senior advisor for GCA Global, LLC, a global investment banking firm. From 1994 to 2005, he served as executive vice president, head of research at Vector Securities, LLC, a brokerage firm. From 1990 to 1993, Mr. Kirsch served as president of Natwest Securities Limited, a brokerage firm. From 1979 to 1990, Mr. Kirsch worked at Drexel Burnham Lambert, Inc., an investment banking firm, where he held the position of executive vice president, head of equity division. Mr. Kirsch graduated from the University of Rhode Island with a Bachelor of Science and also holds a Master of Business Administration from Baruch College. We believe Mr. Kirsch is qualified to serve on our Board due to his business and financial expertise and his experience serving on the boards of directors of several public pharmaceutical and life sciences companies. | | Paul B. Manning | 70 | Mr. Manning has been a member of our Board since December 2020. Since 2010, Mr. Manning has served as the Chairman and Chief Executive Officer of PBM Capital Group, a private equity investment firm in the business of investing in healthcare and life-science related companies, which he founded. Prior to that, Mr. Manning founded PBM Products in 1997, a producer of infant formula and baby food, which was sold to Perrigo Corporation in 2010. Mr. Manning has served as a director of Verrica Pharmaceuticals, Inc. (Nasdaq: VRCA) since December 2015 and as a director of Candel Therapeutics, Inc. (Nasdaq: CADL) since November 2018. Within the past five years, Mr. Manning previously served on the board of directors of Taysha Gene Therapies, Inc. (Nasdaq: TSHA), Dova Pharmaceuticals, Inc. and AveXis, Inc. Mr. Manning also served as a director of RareGen from August 2018 until November 2020 and also serves as a director of other private companies. Mr. Manning received a B.S. in microbiology from the University of Massachusetts. We believe that Mr. Manning is qualified to serve on our Board based upon his over 30 years of managerial and operational experience in the healthcare industry and as an investor in healthcare related companies. |

  10. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION Our Board has adopted a non-employee director compensation policy in January 2024 that is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the policy, each director who is not an employee is paid cash compensation as set forth below:

  11. NON-EMPLOYEE DIRECTOR COMPENSATION

    | | Member Annual Fee ($) | Chairperson Additional Annual Fee ($) | | Board of Directors | 50,000 | 35,000 | | Audit Committee | 10,000 | 10,000 | | Compensation Committee | 7,500 | 7,500 | | Nominating and Corporate Governance Committee | 5,000 | 5,000 |

  12. NON-EMPLOYEE DIRECTOR COMPENSATION

    Pursuant to the policy, each director then serving on our Board shall be granted, on an annual basis, $250,000 in the form of restricted stock units (“RSUs”) of our common stock with the RSUs vesting on the earlier of the (i) one year anniversary of the date of grant or (ii) the day prior to the Company’s next annual shareholder meeting following the date of grant (subject to earlier vesting on death effective as of January 2026). Dr. Jeffs, a member of our Board and who has served as our Chief Executive Officer since January 2022, does not receive additional compensation for his service as a director. Dr. Jeff’s compensation for service as an employee for 2025 is presented in “Executive Compensation—2025 Summary Compensation Table.” The following table presents the total compensation for each person who served as a non-employee member of our Board and received compensation for such service during the fiscal year ended December 31, 2025. Other than as set forth in the table and described more fully below, we did not grant any equity awards or pay any other compensation to any of the non-employee members of our Board in 2025. We reimburse non-employee members of our Board for reasonable travel expenses.

  13. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Restricted Stock Unit Awards ($)(2) | Total ($) | | Stephen Bloch, M.D. | 112,500 | 250,002 | 362,502 | | Damian deGoa | 53,614 | 250,002 | 303,616 | | Joanna Horobin, M.B., C.H.B. | 65,000 | 250,002 | 315,002 | | David Johnson | 60,000 | 250,002 | 310,002 | | Arthur Kirsch | 77,500 | 250,002 | 327,502 | | Paul B. Manning | 55,000 | 250,002 | 305,002 | | Katie Rielly-Gauvin | 62,500 | 250,002 | 312,502 | | Ramandeep Singh | 65,000 | 250,002 | 315,002 |

  14. NON-EMPLOYEE DIRECTOR COMPENSATION

    (1) Represents fees earned pursuant to our non-employee director compensation policy described above. (2) The value of RSU awards granted to directors is based upon the grant date fair value of awards calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. For information regarding our valuation of option awards, see “Stock-Based Compensation” in Note 5 of our financial statements for the period ended December 31, 2025. For information regarding these grants, see “—2025 Equity Awards to Non-Employee Directors”.

  15. Compensation Determination Process

    Compensation Determination Process Role of the Compensation Committee The Compensation Committee, which is comprised entirely of independent directors, oversees the executive compensation program. Our Compensation Committee is primarily responsible for reviewing, modifying and approving our overall compensation strategies, as well as approving corporate performance goals and relevant compensation of executive officers, senior management and non-employee directors. Our Board makes decisions regarding our Chief Executive Officer’s compensation, following recommendation from the Compensation Committee, which is informed by market data provided by FW Cook, as well as the Compensation Committee’s assessment of the Company’s and Chief Executive Officer’s overall performance. Assessment of Risk The Compensation Committee also evaluates and considers the potential risks in our business when designing and administering our executive compensation program, and discusses these risks with our management to determine whether our compensation philosophy and practices encourage excessive risk-taking. We believe our balanced approach to performance measurement and pay delivery works to avoid misaligned incentives for individuals to undertake excessive or inappropriate risk, and our Compensation Committee has determined that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. Role of Management In making executive compensation determinations for fiscal year 2025, our Compensation Committee considered a number of factors, including the recommendations of our Chief Executive Officer (other than with respect to the Chief Executive Officer’s own compensation), current and past total compensation, competitive market data and analysis provided by FW Cook, Company performance and each executive’s impact on performance, each executive’s relative scope of responsibility and potential, each executive’s individual performance and demonstrated leadership and internal equity pay considerations. From time to time, various members of management may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice, or to otherwise participate in Compensation Committee meetings. Role of the Independent Compensation Consultant The Compensation Committee has the authority under its charter to engage the services of outside legal counsel, compensation consultants, and other advisors. The Compensation Committee engages FW Cook as its independent compensation consultant to provide objective advice on executive and non-employee director compensation matters. FW Cook assists the Compensation Committee with peer group development, compensation benchmarking, incentive plan design, and market trend analysis. FW Cook reports directly to the Compensation Committee and performs no other services for the Company. The Compensation Committee has assessed the independence of FW Cook and determined that no conflict of interest exists that would prevent FW Cook from serving as an independent advisor to the Compensation Committee.

  16. Peer Group

    Peer Group For fiscal year 2025 compensation decisions, the Compensation Committee used a peer group consisting of comparable commercial-stage biopharmaceutical companies selected based on the following criteria: • Industry: Companies in the GICS 35 (Health Care) sector, specifically targeting relevant sub-industries such as Biotechnology and Pharmaceuticals • Scale: Companies with 2024 average market capitalization generally between $500 million and $10 billion and revenues between $100 million and $2 billion Business Characteristics: Commercial companies with cardiovascular, pulmonary, and/or rare disease focus; companies whose products utilize a novel delivery mechanism; and companies with independent manufacturing operations Peer Network: Companies listed as a peer in ISS’ or Glass Lewis’ reports, as well as companies that appear in the peer groups of current peer companies or list the Company as a peer comparator The table below shows our 2025 peer group:

  17. Peer Group

    | Agios Pharmaceuticals, Inc. | MannKind Corporation | | Amphastar Pharmaceuticals, Inc. | Mirum Pharmaceuticals, Inc. | | Arcturus Therapeutics Holdings Inc. | Pacira BioSciences, Inc. | | Axsome Therapeutics, Inc. | Rhythm Pharmaceuticals, Inc. | | BioCryst Pharmaceuticals Inc. | Theravance Biopharma, Inc. | | Catalyst Pharmaceuticals, Inc. | Travere Therapeutics, Inc. | | Kiniksa Pharmaceuticals International, Plc | Verona Pharma Plc |

  18. Compensation Components

    Annual Cash Incentive Awards We consider annual cash incentive bonuses to be an important component of our total compensation program that emphasizes pay for performance by aligning annual cash compensation with operational achievements, incentivizing our NEOs to drive performance during the fiscal year that supports long-term stockholder value creation. Target bonus percentages are set as a percentage of base salary and reflect each executive’s level and scope of responsibility. Our NEOs are entitled to annual cash incentive bonuses calculated as a target percentage of their annual base salary. Target percentages are determined based upon our Compensation Committee’s assessment of their performance. Annual cash incentive bonuses are based on the Compensation Committee’s assessment of each NEO’s and our performance and are paid pursuant to the terms of the Liquidia Corporation Annual Cash Bonus Plan (the “Bonus Plan”), which was adopted in June 2020. Under the Bonus Plan, participants are eligible to receive an annual cash incentive bonus, the amount of which is determined based on the level of achievement of certain company and individual performance indicators that have been approved by our Compensation Committee and our Board for the relevant financial year. The determination of the amount of an annual cash incentive bonus (if any) payable to any eligible employee is solely and completely within the discretion of our Compensation Committee, and there is no obligation on our Compensation Committee to award any annual cash incentive bonus to any employee. For fiscal year 2025, annual performance-based target bonus percentages for our NEOs were as follows:

  19. Compensation Components

    | Named Executive Officer | 2025 Target Bonus Percentage | 2025 Target Bonus Amount ($) | Maximum Bonus Amount ($) | | Roger A. Jeffs, Ph.D. | 70% | 576,800 | 1,153,600 | | Michael Kaseta | 60% | 355,350 | 710,700 | | Russell Schundler | 50% | 270,375 | 540,750 | | Rajeev Saggar, M.D. | 50% | 269,675 | 539,349 | | Scott Moomaw | 50% | 224,952 | 449,904 |

  20. Compensation Components

    For fiscal year 2025, the annual cash incentive bonus of each participant in the Bonus Plan was based on satisfaction of corporate goals grouped into four categories with the following weightings: Drive Business Performance (60%), Advance Pipeline (20%), Drive Business Expansion (10%), and Increase External Awareness (10%). These goals emphasized successful launch execution, a clear path to profitability, disciplined spending, pipeline progress, payer and manufacturing readiness, and enhanced market visibility. As noted above, we base bonus payouts on corporate performance with bonus payout from 0% to 200% of target based on actual performance. The following table shows the Compensation Committee’s determination of the bonus payout percentages achieved for each respective metric under the Bonus Plan.

  21. Compensation Components

    | Metric | General Overview of Performance Conditions for Target Performance | Summary of Performance Conditions Supporting Maximum Payout | Actual Payout % | | Drive Business Performance | Launch Yutrepia, achieve profitability, and focus on workforce achievements | Materially exceeded forecasts, profitability targets, and hiring goals | 200% | | Advance Pipeline | Enrollment and presentations at major conferences | Pipeline advanced beyond targets | 200% | | Drive Business Expansion | Focus on patent filings and formulary status | Successfully expanded filings and timely completed build out of second manufacturing facility | 200% | | Increase External Awareness | Increase market capitalization and analyst ratings | Nearly doubled market capitalization and achieved significant number of “buy” or “outperform” ratings | 200% |

  22. Compensation Components

    We significantly outperformed the 2025 corporate goals across all four performance categories. As described in more detail beginning on page 33, we overachieved in all performance categories. Given our exceptional performance across all four goal categories, the Compensation Committee certified results at the maximum level under the plan and approved a 200% payout for fiscal year 2025. The aggregate amount of annual cash incentive bonuses payable under the Bonus Plan to all participants at the 200% payout level was approximately $15.0 million. The actual annual cash bonuses earned by each of our NEOs for 2025 performance are set forth below in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation.” NEOs also earned an additional 18% of their 2024 target bonus on June 12, 2025 upon the first commercial sale of YUTREPIA. The Compensation Committee also awarded each of our NEOs received a special cash bonus of $25,000 in connection with the first commercial sale of YUTREPIA, as set forth below in the Summary Compensation Table in the column titled “Bonus.”

  23. Equity-Based Compensation

    Equity-Based Compensation We have historically awarded equity compensation to our NEOs in the form of stock options, RSUs and PSUs. Generally, grants of equity awards are made on the basis of level of responsibility, continued service to the Company, competitive market studies and performance. Equity awards granted to our NEOs are subject to time-based vesting, requiring the NEO’s continued employment with the Company, and/or performance-based vesting, with vesting of awards accelerating in specific circumstances as further explained below. The Compensation Committee determines the size of equity awards after considering Company and individual performance and information and recommendations provided by our independent compensation consultant. With respect to our NEOs other than our CEO, the Compensation Committee also considers the recommendations of our CEO when determining grant levels. On January 11, 2025, our NEOs were granted equity awards under the Company’s equity incentive plan, with such awards split evenly between RSU awards and PSU awards. The grant date fair value of each award was calculated using the closing price of the Company’s common stock on The Nasdaq Stock Market LLC on January 10, 2025. The following grant date fair values were issued to our NEOs, with 50% of the value granted in the form of RSU awards and 50% in the form of PSU awards: (i) Dr. Jeffs was granted equity awards with an aggregate grant date fair value of $5,590,992; (ii) Mr. Kaseta was granted equity awards with an aggregate grant date fair value of $2,749,991; (iii) Mr. Schundler was granted equity awards with an aggregate grant date fair value of $2,499,998; (iv) Dr. Saggar was granted equity awards with an aggregate grant date fair value of $1,749,996; and (v) Mr. Moomaw was granted equity awards with an aggregate grant date fair value of $1,699,993. The RSU awards vest as follows: 25% of the shares subject to the RSU award vest on the one-year anniversary of the grant date, and the remaining 75% vest ratably on a quarterly basis over three years thereafter, subject to continued employment with the Company through the applicable vesting date. The PSU awards are subject to a dual vesting conditions, both of which must be satisfied in order for the PSU award to vest. The performance condition for the PSU awards is the first commercial sale of YUTREPIA by the Company. The time-based vesting condition mirrors the RSU vesting schedule, with the condition being satisfied with respect to 25% of the shares on the one-year anniversary of the grant date and with respect to the remaining 75% of the shares ratably on a quarterly basis over three years thereafter, subject to continued employment with the Company through the applicable date. On June 3, 2025, the Compensation Committee confirmed that the first sale milestone was achieved following the first commercial sale of YUTREPIA, thereby satisfying the performance condition for all outstanding PSU awards. The PSU awards remain subject to the existing time-based vesting requirements.

  24. Perquisites and Other Benefits

    Perquisites and Other Benefits Health and Welfare Benefits Our NEOs are eligible to participate in all of our employee benefit plans, including our medical, dental, vision, life and disability insurance plans, and electronics allowance, in each case on the same basis as other employees. We believe these benefits are necessary and appropriate to provide a competitive compensation package to our NEOs. Deferred Compensation and Other Retirement Benefits We currently maintain a 401(k) plan for our employees, including our NEOs, who satisfy certain eligibility requirements. Our NEOs are eligible to participate in the 401(k) plan on the same terms as other full-time employees. Participants are 100% vested in their deferrals when contributed. We contribute 100% of eligible employee contributions up to 4% of an employee’s eligible compensation, subject to the maximum amount permitted by the Internal Revenue Code. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan, and making employer contributions, adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our NEOs, in accordance with our compensation policies. Severance and Change in Control Benefits We maintain an Amended and Restated Executive Severance and Change in Control Plan (the “Severance Plan”) to provide competitive benefits to executives in the event of certain terminations of employment. The Severance Plan was adopted effective as of May 9, 2024. A detailed description of the Severance Plan is set forth below in the section titled “Potential Payments Upon Termination or Change in Control.”

  25. Report of the Compensation Committee

    Report of the Compensation Committee The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K of the SEC’s rules and regulations with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement. Practices Related to the Grant of Equity Awards Under our practices, our Compensation Committee grants equity awards in the first quarter of each fiscal year to the Company’s executive officers and employees and grants equity awards to independent members of the Board of Directors after each annual meeting of stockholders. New hire equity awards are granted on a new hire’s employment start date. Neither the Board nor the Compensation Committee take into account material non-public information when determining the timing or terms of stock option awards, nor do we time disclosure of material non-public information for the purpose of affecting the value of executive compensation. The Compensation Committee has also authorized the Company’s CEO to approve spot grants to reward employees (not including executive officers) for exceptional performance from time to time, subject to annual limits. In response to Item 402(x), during 2025, we did not grant stock options (or similar awards) to any NEO during any period beginning four business days before and ending one business day after the filing of any company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information. Submitted by the members of the Compensation Committee: Joanna Horobin Stephen Bloch Katie Rielly-Gauvin Arthur Kirsch

  26. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of our NEOs for the fiscal years ended December 31, 2025, 2024 and 2023. In accordance with the rules promulgated by the SEC, certain columns relating to information that is not applicable have been omitted from this table.

  27. Summary Compensation Table

    | Name and principal position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-equity incentive plan compensation ($) | All other compensation ($)(3) | Total ($) | | Roger A. Jeffs, Ph.D. | 2025 | 824,000 | 25,000(8) | 5,590,992 | — | 1,254,400(5) | 18,344 | 7,712,736 | | Chief Executive Officer | 2024 | 800,000 | — | 5,533,450 | — | 403,200(6) | 14,580 | 6,751,230 | | | 2023 | 689,000 | — | 1,786,215 | 1,780,203 | 620,100(7) | 13,980 | 4,889,498 | | Michael Kaseta | 2025 | 592,250 | 25,000(8) | 2,749,991 | — | 772,800(5) | 16,022 | 4,156,063 | | Chief Financial Officer and Chief Operating Officer(4) | 2024 | 572,960 | — | 2,953,250 | — | 248,400(6) | 14,580 | 3,789,190 | | | 2023 | 501,100 | — | 769,195 | 766,604 | 375,825(7) | 13,980 | 2,426,704 | | Russell Schundler | 2025 | 540,750 | 25,000(8) | 2,499,998 | | 588,000(5) | 17,347 | 3,671,095 | | General Counsel and Secretary | 2024 | 525,001 | — | 2,128,375 | — | 189,000(6) | 15,795 | 2,858,171 | | | 2023 | 477,000 | — | 642,710 | 640,545 | 286,200(7) | 15,286 | 2,061,741 | | Rajeev Saggar, M.D. | 2025 | 539,349 | 25,000(8) | 1,749,996 | — | 586,477(5) | 16,022 | 2,916,844 | | Chief Medical Officer | 2024 | 523,640 | — | 1,412,300 | — | 188,510(6) | 14,911 | 2,139,361 | | | 2023 | 503,500 | — | 514,165 | 512,438 | 302,100(7) | 14,974 | 1,847,176 | | Scott Moomaw | 2025 | 449,904 | 25,000(8) | 1,699,993 | — | 489,216(5) | 16,841 | 2,680,954 | | Chief Commercial Officer | 2024 | 436,800 | — | 1,243,075 | — | 157,248(6) | 14,580 | 1,851,703 | | | 2023 | 420,000 | — | 514,165 | 512,438 | 252,000(7) | 14,240 | 1,712,842 |

  28. Summary Compensation Table

    (1) These amounts represent the aggregate grant date fair value of RSU and PSU awards granted to each NEO. The value of these grants has been calculated in accordance with ASC Topic 718. The shares subject to each of these RSU awards granted to our NEOs in 2023, 2024 and 2025 vest as follows: 25% of the shares subject to the RSU award vest on the one-year anniversary of the grant date, and the remaining 75% vest ratably on a quarterly basis over three years thereafter, subject to continued employment with the Company through the applicable vesting date. The shares subject to each of these PSU awards granted to our NEOs in 2024 and 2025 vest based on satisfaction a time-based vesting condition and a performance condition, both of which must be satisfied in order for the PSU award to vest. The time-based vesting condition applicable to PSU awards is satisfied as follows: with respect to 25% of such PSUs on the one-year anniversary of the grant date, and with respect to the remaining PSUs ratably on a quarterly basis over a three-year period, subject to continued employment with the Company through the applicable date. The performance condition applicable to PSU awards is satisfied upon the first commercial sale of YUTREPIA by the Company. On June 3, 2025, the Compensation Committee confirmed that the performance condition applicable to the PSU awards was satisfied following the first commercial sale of YUTREPIA. The PSU awards remain subject to the existing time-based vesting requirements. (2) The value of option awards granted to our NEOs is based upon the grant date fair value of awards calculated in accordance with ASC Topic 718. For information regarding our valuation of option awards, see “Stock-Based Compensation” in Note 9 of our financial statements for the period ended December 31, 2025. (3) Includes Company contributions to (i) our 401(k) plan on behalf of each of our NEOs and (ii) our NEOs’ health savings accounts. Contributions to health savings accounts and 401(k) plan contributions for services performed in 2023, 2024 and 2025 were paid on a per-payroll basis. (4) Mr. Kaseta has served as our Chief Operating Officer since January 15, 2024. (5) Represents cash bonus paid by the Company in January 2026 in accordance with the Company’s payroll and reflects the achievement of 200% of the Company’s 2025 corporate goals, as determined by the Compensation Committee, according to the following bonus target percentages of 2025 base salary for the NEOs: 70% bonus target for Dr. Jeffs, 60% bonus target for Mr. Kaseta, and 50% bonus target for Messrs. Schundler and Moomaw and Dr. Saggar. The NEOs received an additional bonus equal to 18% of the NEO’s 2024 target bonus on June 12, 2025, upon the first commercial sale of YUTREPIA. (6) Represents cash bonus paid by the Company in January 2025 in accordance with the Company’s payroll and reflects the achievement of 72% of the Company’s 2024 corporate goals, as determined by the Compensation Committee, according to the following bonus target percentages of 2024 base salary for the NEOs: 70% bonus target for Dr. Jeffs, 60% bonus target for Mr. Kaseta, and 50% bonus target for Messrs. Schundler and Moomaw and Dr. Saggar. (7) Represents cash bonus paid by the Company in January 2024 in accordance with the Company’s payroll and reflects the achievement of 150% of the Company’s 2023 corporate goals, as determined by the Compensation Committee, according to the following bonus target percentages of 2023 base salary for the NEOs: 60% bonus target for Dr. Jeffs, 50% bonus target for Mr. Kaseta, and 40% bonus target for Messrs. Schundler and Moomaw and Dr. Saggar. (8) Represents a special cash bonus paid to the NEOs upon the first commercial sale of YUTREPIA.

  29. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information concerning the non-equity incentive awards and equity-based awards granted to our NEOs in 2025:

  30. Grants of Plan-Based Awards

    | | | | Estimated future payouts under non-equity incentive plan awards(1) | | | Estimated future payouts under equity incentive plan awards(2) | | | All other stock awards: Number of shares of stock or units(3) (#) | Grant date fair value of stock and option awards ($)(4) | | Name | Award Type | Grant date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Roger A. Jeffs, Ph.D. | Performance-Based Cash Bonus | 1/11/2025 | — | 576,800 | 1,153,600 | | | | | | | | PSU Award | 1/11/2025 | | | | — | 229,327 | — | | 2,795,496 | | | RSU Award | 1/11/2025 | | | | | | | 229,327 | 2,795,496 | | Michael Kaseta | Performance-Based Cash Bonus | 1/11/2025 | — | 355,350 | 710,700 | | | | | | | | PSU Award | 1/11/2025 | | | | — | 112,797 | — | | 1,374,995 | | | RSU Award | 1/11/2025 | | | | | | | 112,797 | 1,374,995 | | Russell Schundler | Performance-Based Cash Bonus | 1/11/2025 | — | 269,675 | 539,349 | | | | | | | | PSU Award | 1/11/2025 | | | | — | 102,543 | — | | 1,249,999 | | | RSU Award | 1/11/2025 | | | | | | | 102,543 | 1,249,999 | | Rajeev Saggar, M.D. | Performance-Based Cash Bonus | 1/11/2025 | — | 270,375 | 540,750 | | | | | | | | PSU Award | 1/11/2025 | | | | — | 71,780 | — | | 874,998 | | | RSU Award | 1/11/2025 | | | | | | | 71,780 | 874,998 | | Scott Moomaw | Performance-Based Cash Bonus | 1/11/2025 | — | 224,952 | 449,904 | | | | | | | | PSU Award | 1/11/2025 | | | | — | 69,729 | — | | 849,997 | | | RSU Award | 1/11/2025 | | | | | | | 69,729 | 849,997 |

  31. Grants of Plan-Based Awards

    (1) Represents annual bonus opportunities paid by the Company in accordance with the Bonus Plan and Company’s payroll, according to the following bonus target percentages of 2025 base salary for the NEOs: 70% bonus target for Dr. Jeffs, 60% bonus target for Mr. Kaseta, 50% bonus target for Messrs. Schundler and Moomaw and Dr. Saggar. For additional detail on our annual bonus program, please see “Compensation Discussion and Analysis—Annual Cash Incentive Awards” above. (2) Represents PSU awards granted to the NEOs, which are subject to a time-based vesting condition and a performance condition, both of which must be satisfied in order for the PSU award to vest. The performance condition for the PSU awards is satisfied upon the first commercial sale of YUTREPIA by the Company. The time-based vesting condition applicable to PSU awards is satisfied as follows: with respect to 25% of the shares on the one-year anniversary of the grant date and with respect to the remaining 75% vest ratably on a quarterly basis over three years thereafter, subject to continued employment with the Company through the applicable date. The PSU awards vest upon the later of achieving the performance condition and satisfying the time-based vesting requirement. For additional detail on our PSU awards, please see “Compensation Discussion and Analysis—Equity-Based Compensation” above. (3) Represents RSU awards granted to the NEOs, which vest as follows: 25% of the shares subject to the RSU award vest on the one-year anniversary of the grant date, and the remaining 75% vest ratably on a quarterly basis over three years thereafter, subject to continued employment with the Company through the applicable vesting date. For additional detail on our RSU awards, please see “Compensation Discussion and Analysis—Equity-Based Compensation” above. (4) The amounts reported reflect the aggregate grant date fair value of each stock award computed in accordance with FASB ASC Topic 718 or under the assumptions noted. See Note 9 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 for the assumptions used in calculating these amounts.

  32. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding outstanding equity awards held by each of the NEOs as of December 31, 2025.

  33. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($/share) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Roger A. Jeffs, Ph.D. | 30,000(2) | — | 3.38 | 11/18/2030 | | | | | 30,353(3) | — | 2.51 | 3/24/2031 | | | | | 20,000(4) | — | 2.59 | 8/20/2031 | | | | | 1,647,768(5) | 35,059 | 5.14 | 1/3/2032 | | | | | 912,069(5) | 19,406 | 4.86 | 6/17/2032 | | | | | 270,633(12) | 100,521 | 6.17 | 1/11/2033 | | | | | | | | | 90,469(14) | 3,120,276 | | | | | | | 124,502(15) | 4,294,074 | | | | | | | 124,502(16) | 4,294,074 | | | | | | | 229,327(17) | 7,909,488 | | | | | | | 229,327(18) | 7,909,488 | | Michael Kaseta | 230,000(7) | — | 2.79 | 11/30/2030 | | | | | 18,500(8) | — | 2.97 | 1/19/2031 | | | | | 10,000(6) | — | 2.54 | 7/21/2031 | | | | | 73,438(9) | 1,562 | 6.25 | 1/16/2032 | | | | | 128,125(10) | 21,875 | 5.12 | 7/28/2032 | | | | | 116,542(12) | 43,287 | 6.17 | 1/11/2033 | | | | | | | | | 2,344(13) | 80,845 |

  34. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($/share) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | | | | | | 38,958(14) | 1,343,661 | | | | | | | 52,453(15) | 1,809,104 | | | | | | | 52,453(16) | 1,809,104 | | | | | | | 28,125(19) | 970,031 | | | | | | | 112,797(17) | 3,890,369 | | | | | | | 112,797(18) | 3,890,369 | | Russell Schundler | 200,000(11) | — | 2.42 | 3/29/2031 | | | | | 10,000(6) | — | 2.54 | 7/21/2031 | | | | | 73,438(9) | 1,562 | 6.25 | 1/16/2032 | | | | | 128,125(10) | 21,875 | 5.12 | 7/28/2032 | | | | | 97,378(12) | 36,169 | 6.17 | 1/11/2033 | | | | | | | | | 2,344(13) | 80,845 | | | | | | | 32,552(14) | 1,122,718 | | | | | | | 61,951(15) | 2,136,690 | | | | | | | 33,826(16) | 1,166,659 | | | | | | | 102,543(17) | 3,536,708 | | | | | | | 102,543(18) | 3,536,708 | | Rajeev Saggar, M.D. | 170,833(20) | 29,167 | 3.73 | 7/18/2032 | | | | | 77,903(12) | 28,935 | 6.17 | 1/11/2033 | | | | | | | | | 26,041(14) | 898,154 | | | | | | | 31,777(15) | 1,095,989 | | | | | | | 31,777(16) | 1,095,989 | | | | | | | 71,780(17) | 2,475,692 | | | | | | | 71,780(18) | 2,475,692 | | Scott Moomaw | 80,000(21) | — | 3.40 | 11/19/2030 | | | | | 15,300(8) | — | 2.97 | 1/19/2031 | | | | | 10,000(6) | — | 2.54 | 7/21/2031 | | | | | 58,750(9) | 1,250 | 6.25 | 1/16/2032 | | | | | 64,063(10) | 10,937 | 5.12 | 7/28/2032 | | | | | 77,903(12) | 28,935 | 6.17 | 1/11/2033 | | | | | | | | | 1,875(13) | 64,669 | | | | | | | 26,041(14) | 898,154 | | | | | | | 27,969(15) | 964,651 | | | | | | | 27,969(16) | 964,651 | | | | | | | 69,729(17) | 2,404,953 | | | | | | | 69,729(18) | 2,404,953 |

  35. Outstanding Equity Awards at Fiscal Year-End

    (1) Based on the $34.49 per share closing price of our common stock on December 31, 2025, as reported by Nasdaq. (2) The shares underlying the option vested in 36 monthly installments beginning in November 2020 and ending in November 2023. (3) The shares underlying the option vested in four quarterly installments beginning in March 2021 and ending in December 2021. (4) The shares underlying the option vested in 36 monthly installments beginning in August 2021 and ending in August 2024. (5) 25% of the shares underlying the option vested on in January 2023 and the remaining shares vested in 36 monthly installments thereafter ending in January 2026. (6) 50% of the shares underlying the option vested on November 5, 2021 upon achievement of the acceleration event related to the Company’s receipt of tentative approval the FDA of the Company’s New Drug Application for YUTREPIA, 12.5% of the shares underlying the option vested on July 21, 2022 and the remaining shares vested in 36 monthly installments thereafter ending in July 2025. (7) 25% of the shares underlying the option vested in November 2021 and the remaining shares vested in 36 monthly installments ending in November 2024. (8) The shares underlying the option vested in 48 monthly installments beginning in January 2021 and ending in January 2025. (9) The shares underlying the option vested in 48 monthly installments beginning in January 2022 and ending in January 2026. (10) The shares underlying the option vest in 48 monthly installments beginning in July 2022 such that all shares will be vested on July 28, 2026, subject to the NEO’s continuous service as of each such date. (11) 25% of the shares underlying the option vested in March 2022 and the remaining shares vested in 36 monthly installments ending in March 2025. (12) The shares underlying the option vest in 48 monthly installments beginning in January 2023 such that all shares will be vested on January 11, 2027, subject to the NEO’s continuous service as of each such date. (13) Amount includes the unvested portion of RSUs granted on January 16, 2022. 25% of the RSUs settled into common stock on February 28, 2023 and the remaining RSUs vested in 12 quarterly installments thereafter ending in February 2026. (14) Amount includes the unvested portion of RSUs granted on January 11, 2023. 25% of the RSUs settled into common stock on March 15, 2024 and the remaining RSUs vest in 12 quarterly installments thereafter such that all the RSUs settle into common stock shares on January 11, 2027, subject to the NEO’s continuous service as of each such date. (15) Amount includes the unvested portion of RSUs granted on January 11, 2024. 25% of the RSUs settled into common stock on January 11, 2025 and the remaining RSUs vest in 12 quarterly installments thereafter such that all RSUs settle into common stock on January 11, 2028, subject to the NEO’s continuous service as of each such date. (16) Amount includes the unvested portion of PSUs granted on January 11, 2024. 25% of the PSUs time-vested on January 11, 2025 and the remaining PSUs time-vest in 12 quarterly installments thereafter (the “Time-Based Vesting”), provided that, the PSUs will vest and settle on the later of the Time-Based Vesting and the first commercial sale of YUTREPIA by the Company, subject to the NEO’s continuous service as of each such date. On June 3, 2025, the Compensation Committee confirmed that the first sale milestone was achieved following the first commercial sale of YUTREPIA, thereby satisfying the performance condition for all outstanding PSU awards. The PSU awards remain subject to the existing time-based vesting requirements. (17) Amount includes the unvested portion of RSUs granted on January 11, 2025. 25% of the RSUs settled into common stock on January 11, 2026 and the remaining RSUs vest in 12 quarterly installments thereafter such that all RSUs settle into common stock on January 11, 2029, subject to the NEO’s continuous service as of each such date. (18) Amount includes the unvested portion of PSUs granted on January 11, 2025. 25% of the PSUs time-vested on January 11, 2026 and the remaining PSUs time-vest in 12 quarterly installments thereafter (the “Time-Based Vesting”), provided that, the PSUs will vest and settle on the later of the Time-Based Vesting and the first commercial sale of YUTREPIA by the Company, subject to the NEO’s continuous service as of each such date. On June 3, 2025, the Compensation Committee confirmed that the first sale milestone was achieved following the first commercial sale of YUTREPIA, thereby satisfying the performance condition for all outstanding PSU awards. The PSU awards remain subject to the existing time-based vesting requirements. (19) Amount includes the unvested portion of RSUs granted on January 15, 2024. 25% of the RSUs settled into common stock on January 11, 2025 and the remaining RSUs vest in 12 quarterly installments thereafter such that all RSUs settle into common stock on January 11, 2028, subject to the NEO’s continuous service as of each such date. (20) 25% of the shares underlying the option vested in July 2023 and the remaining shares vest in 36 monthly installments such that all shares will be vested in July 2026, subject to the NEO’s continuous service as of each such date. (21) 25% of the shares underlying the option vested in November 2021 and the remaining shares vested in 36 monthly installments ending in July 2024.

  36. Option Exercises and Stock Vested in Fiscal Year 2025

    Option Exercises and Stock Vested in Fiscal Year 2025 The following table presents, for each of the NEOs, the number of shares of our common stock acquired upon the vesting and settlement of RSUs and PSUs during the year ended December 31, 2025 and the aggregate value realized upon the vesting and settlement of RSUs and PSUs. None of our NEOs exercised any stock options in 2025.

  37. Option Exercises and Stock Vested in Fiscal Year 2025

    | | Stock awards | | | Name | Number of shares acquired on vesting (#) | Value realized on vesting(1) ($) | | Roger A. Jeffs, Ph.D. | 266,047 | 4,174,947 | | Michael Kaseta | 144,011 | 2,293,150 | | Russell Schundler | 109,910 | 1,758,262 | | Rajeev Saggar, M.D. | 87,857 | 1,344,027 | | Scott Moomaw | 71,841 | 1,179,982 |

  38. Option Exercises and Stock Vested in Fiscal Year 2025

    (1) The “value realized on vesting” is the market value on the date of release of the applicable shares multiplied by the number of shares that vested.

  39. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation The Company does not maintain a nonqualified deferred compensation plan for the benefit of the NEOs and none of the NEOs participate in a defined benefit pension plan maintained by the Company.

  40. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  41. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing information about the relationship of the annual total compensation of our employees (other than our CEO) and the annual total compensation of Roger A. Jeffs, Ph.D., who served as our CEO as of December 31, 2025. For 2025, our last completed year, the annual total compensation in 2025 of our CEO was approximately 31 times the median of the annual total compensation of all of our other employees, other than our CEO (the “Pay Ratio”). The median of the annual total compensation of all employees of our Company (other than our CEO) was $251,948. For the purposes of the Pay Ratio calculation, we used our CEO’s total compensation as outlined in the “Summary Compensation Table” above, for a total of $7,712,736. The Company chose December 31, 2025 as the date for establishing the employee population used in identifying the median employee and used the 12 month period from January 1, 2025 through December 31, 2025 as the measurement period. We identified the median employee using the consistently applied compensation measure of the wages and other compensation as reported in Box 1 of Form W-2 for 2025 for each employee. Permanent employees who joined in 2025 and permanent employees who were on leave during 2025 were assumed to have worked for the entire measurement period. We captured all employees as of December 31, 2025, consisting of approximately 216 individuals. No cost-of-living adjustments were made. The annual total compensation of the median employee and the annual total compensation of our CEO were calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.

  42. Pay Versus Performance

    Pay Versus Performance The following table sets forth compensation information for our CEO, referred to below as our PEO, and our other NEOs, or non-PEO NEOs, for purposes of comparing their compensation to the value of our shareholders’ investments and our results of operations, calculated in accordance with SEC regulations, for fiscal years 2025, 2024, 2023, and 2022. As we were a smaller reporting company for purposes of reporting for all fiscal years prior to fiscal year 2025, the following table sets forth information with respect to the alignment between our NEO compensation and our financial performance for the past four fiscal years.

  43. Pay Versus Performance

    | Year | (1) Summary Compensation table total for PEO | (1)(2) Compensation actually paid to PEO | (1) Average summary Compensation table total for non-PEO NEOs | (1)(2) Average Compensation actually paid to non-PEO NEOs | Value of initial fixed $100 investment based on: | | | | | | | | | | (3) Company TSR | (3) Peer Group TSR | Net Loss (in thousands) | Revenue (in thousands) | | 2025 | $7,712,736 | $34,945,674 | $2,806,280 | $12,084,939 | $708.21 | $120.69 | $(68,924) | $158,320 | | 2024 | $6,751,230 | $6,236,714 | $3,323,681 | $3,129,713 | $241.48 | $91.15 | $(130,394) | $13,996 | | 2023 | $4,889,498 | $15,455,856 | $2,244,223 | $4,823,625 | $247.02 | $92.42 | $(78,502) | $17,488 | | 2022 | $10,762,132 | $13,888,510 | $1,763,908 | $2,177,710 | $130.80 | $89.09 | $(41,015) | $15,935 |

  44. Pay Versus Performance

    (1) For each fiscal year, represents amount reported for our PEO and average amount reported for our NEOs, in each case in the Total column of the Summary of Compensation Table. Our PEO and NEOs for each of these fiscal years are shown below:

  45. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2025 | Roger A. Jeffs, Ph.D. | Michael Kaseta, Russell Schundler, Rajeev Saggar, M.D., Scott Moomaw | | 2024 | Roger A. Jeffs, Ph.D. | Michael Kaseta, Russell Schundler | | 2023 | Roger A. Jeffs, Ph.D. | Michael Kaseta, Russell Schundler |

  46. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2022 | Roger A. Jeffs, Ph.D. | Michael Kaseta, Russell Schundler |

  47. Pay Versus Performance

    (2) Amounts represent Compensation Actually Paid to our PEO and the average Compensation Actually Paid to our non-PEO NEOs for the relevant fiscal year. Compensation Actually Paid represents the amount reported in the Total column of the Summary Compensation Table for the applicable fiscal year, adjusted as shown below. Fair value or change in fair value, as applicable, of equity awards in the Compensation Actually Paid columns was determined as follows: (i) the fair value as of the end of the fiscal year of outstanding and unvested equity awards granted in that year; (ii) the change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year; (iii) the fair value as of the vesting date of equity awards that were granted and vested in that year; and (iv) the change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year. Equity values are calculated in accordance with ASC Topic 718.

  48. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for Dr. Jeffs | (a) Reported Value of Equity Awards for Dr. Jeffs | (b) Aggregate Equity Award Adjustments for Dr. Jeffs | Compensation Actually Paid to Dr. Jeffs | | 2025 | $7,712,736 | $(5,590,992) | $32,823,930 | $34,945,674 | | 2024 | $6,751,230 | $(5,533,450) | $5,018,934 | $6,236,714 | | 2023 | $4,889,498 | $(3,566,418) | $14,132,776 | $15,455,856 | | 2022 | $10,762,132 | $(10,229,906) | $13,356,284 | $13,888,510 |

  49. Pay Versus Performance

    (a) Represents the reported value of equity awards as reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) The amounts deducted or added in calculating the equity award adjustments are as follows:

  50. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Dr. Jeffs | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Dr. Jeffs | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Dr. Jeffs | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Dr. Jeffs | Fair Value at Last Day of Prior Year of Equity Awards Failed to Meet Vesting Conditions During Year for Dr. Jeffs | Dollar Value of any Dividends or Other Earnings Paid on Stock or Option Awards During Year Prior to the Vesting Date that are not otherwise included in the Total Compensation During Year for Dr. Jeffs | Aggregate Equity Awards Adjustment | | 2025 | $15,818,976 | $11,071,066 | $— | $5,933,888 | $— | $— | $32,823,930 |

  51. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for non-PEO NEOs | (a) Average Reported Value of Equity Awards for non-PEO NEOs | (b) Average Aggregate Equity Award Adjustments for non-PEO NEOs | Average Compensation Actually Paid to non-PEO NEOs | | 2025 | $2,806,280 | $(1,853,019) | $11,131,678 | $12,084,939 | | 2024 | $3,323,681 | $(2,540,813) | $2,346,845 | $3,129,713 | | 2023 | $2,244,223 | $(1,409,527) | $3,988,929 | $4,823,625 | | 2022 | $1,763,908 | $(1,179,023) | $1,592,825 | $2,177,710 |

  52. Pay Versus Performance

    (a) Represents the reported value of equity awards as reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) The amounts deducted or added in calculating the equity award adjustments are as follows:

  53. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for non-PEO NEOs | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for non-PEO NEOs | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for non-PEO NEOs | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for non-PEO NEOs | Fair Value at Last Day of Prior Year of Equity Awards Failed to Meet Vesting Conditions During Year for non-PEO NEOs | Dollar Value of any Dividends or Other Earnings Paid on Stock or Option Awards During Year Prior to the Vesting Date that are not otherwise included in the Total Compensation During Year for non-PEO NEOs | Average Aggregate Equity Awards Adjustment | | 2025 | $6,153,861 | $3,941,821 | $— | $1,035,996 | $— | $— | $11,131,678 |

  54. Pay Versus Performance

    (3) For the relevant fiscal year, represents the cumulative TSR of our common stock and our Peer Group at the end of each fiscal year. In each case, assume an initial investment of $100 on December 31, 2022. The Peer Group reflects the Nasdaq Biotechnology Index, which is the same industry peer group used in the stock performance graph required by Item 201(e) of Regulation S-K and included in our Annual Report.

  55. Description of Relationship Between NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

    Description of Relationship Between NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) Below are graphs showing the relationship of “compensation actually paid” to our PEO and other non-PEO NEOs in 2025, 2024, 2023 and 2022 to (1) Company total shareholder return (“TSR”) of Liquidia, (2) Liquidia’s net loss, and (3) Liquidia’s total revenue. We do not use any financial performance measures to link executive compensation to company performance. Accordingly, we are not required to disclose a tabular list of our most important financial performance measures.