DEF 14A of Nektar Therapeutics, Apr 24, 2026

DEF 14A of Nektar Therapeutics

Filed Apr 24, 2026 · FY20250001140361-26-016708

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our board of directors is presently comprised of six (6) directors and is divided into three (3) classes. Class I currently consists of one director. Class II currently consists of three directors and Class III currently consists of two directors. Each class has a three (3) year term. The one (1) current director in Class I is Howard W. Robin, whose term expires in 2026. Mr. Robin was previously elected by the stockholders at the 2023 Annual Meeting of Stockholders. Mr. Robin has been nominated for reelection at the Annual Meeting. Vacancies on the board, including vacancies created by an increase in the number of directors, are filled only by persons elected by a majority of the remaining directors. A director elected by the board to fill a vacancy in a class serves until the earliest of the end of the remaining term of that class, the election and qualification of his or her successor or such director’s death, resignation or removal. Directors are elected by a majority of the votes cast at the Annual Meeting on the election of directors. A majority of votes cast shall mean that the number of shares voted “For” a director’s election exceeds fifty percent (50%) of the number of votes cast with respect to that director’s election, with votes cast including votes “Against” in each case but excluding abstentions and broker non-votes with respect to that director’s election. Shares represented by executed proxies by stockholders of record will be voted for the election of the one nominee named below, unless the “Against” or “Abstain” voting selection has been marked on the proxy card. Neither abstentions nor broker non-votes will have an effect on the outcome of the vote. Following any election of directors where the number of nominees did not exceed the number of directors to be elected, any incumbent director who was a nominee and who did not receive a majority of votes cast by the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors, shall promptly tender his or her offer of resignation to our board of directors for consideration by our board of directors. A recommendation on whether or not to accept such resignation offer shall be made by the Nominating and Corporate Governance Committee or, if each member of the Nominating and Corporate Governance Committee did not receive the required majority vote or the Nominating and Corporate Governance Committee is otherwise unable to act, a majority of our board of directors shall appoint a special committee of independent directors for such purpose of making a recommendation to our board of directors (the committee with authority to act pursuant to this sentence shall be referred to herein as the “Nominating Committee”). If no independent directors received the required majority vote, our board of directors shall act on the resignation offers. Within 60 days following certification of the stockholder vote, the Nominating Committee shall consider the resignation offer and recommend to our board of directors the action to be taken with respect to such offer of resignation. Absent a compelling reason for the director to remain on our board of directors, as determined by our board of directors in its business judgment, our board of directors shall accept the resignation offer. Any director who tenders his or her resignation pursuant to this provision shall not participate in the Nominating Committee recommendation or board of directors action regarding whether to accept the resignation offer. Our board of directors shall determine whether to accept the resignation offer and publicly disclose the decision and reasons therefor, by a press release, a filing with the SEC or other broadly disseminated means of communication, within 90 days following certification of the stockholder vote. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would otherwise be voted for such nominee will be voted for the election of a substitute nominee proposed by the Nominating and Corporate Governance Committee and nominated by the board of directors. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve. If elected at the Annual Meeting, the nominee will serve until the earliest of the 2029 annual meeting of our stockholders, the election and qualification of his or her successor or his or her death, resignation or removal. The following is a brief biography of the nominee. Howard W. Robin, age 73, has served as our President and Chief Executive Officer since January 2007 and has served as a member of our board of directors since February 2007. Mr. Robin has more than 40 years of successful biopharmaceutical experience managing clinical development and commercial operations. Prior to joining Nektar, Mr. Robin served as President and Chief Executive Officer of Sirna Therapeutics, a clinical-stage biotechnology company pioneering RNAi-based therapies for serious diseases and conditions, including age-related macular degeneration (AMD), hepatitis C, respiratory syncytial virus (RSV) and Huntington’s disease. During his tenure at Sirna from 2001 to 2006, Mr. Robin successfully re-launched the company and created significant shareholder value that led to its acquisition by Merck. Prior to joining Sirna, Mr. Robin was Senior Vice President and General Manager of the therapeutics division of Berlex Laboratories, the U.S. pharmaceutical subsidiary of the German pharmaceutical firm Schering AG, where he was responsible for the development of drugs, such as Betaseron(R) (Interferon beta-1b), the first therapy for multiple sclerosis, and Fludara(R) (fludarabine phosphate), the first therapy for chronic lymphocytic leukemia. These drugs generated annual global sales in excess of $1.5 billion. Prior to joining Berlex, Mr. Robin was a senior associate with Arthur Andersen & Co. Mr. Robin received his B.S. in Accounting and Finance from Fairleigh Dickinson University, where he previously served as a member of its Board of Trustees.

  2. INFORMATION ABOUT THE BOARD OF DIRECTORS

    INFORMATION ABOUT THE BOARD OF DIRECTORS The following is a brief biography of each current director, including each nominee for reelection at the Annual Meeting to a new term of office and each director whose current term of office continues through the Annual Meeting.

  3. CURRENT DIRECTOR NOMINATED FOR REELECTION TO SERVE UNTIL THE 2029 ANNUAL MEETING

    CURRENT DIRECTOR NOMINATED FOR REELECTION TO SERVE UNTIL THE 2029 ANNUAL MEETING Howard W. Robin, age 73, has served as our President and Chief Executive Officer since January 2007 and has served as a member of our board of directors since February 2007. Mr. Robin has more than 40 years of successful biopharmaceutical experience managing clinical development and commercial operations. Prior to joining Nektar, Mr. Robin served as President and Chief Executive Officer of Sirna Therapeutics, a clinical-stage biotechnology company pioneering RNAi-based therapies for serious diseases and conditions, including age-related macular degeneration (AMD), hepatitis C, respiratory syncytial virus (RSV) and Huntington’s disease. During his tenure at Sirna from 2001 to 2006, Mr. Robin successfully re-launched the company and created significant shareholder value that led to its acquisition by Merck. Prior to joining Sirna, Mr. Robin was Senior Vice President and General Manager of the therapeutics division of Berlex Laboratories, the U.S. pharmaceutical subsidiary of the German pharmaceutical firm Schering AG, where he was responsible for the development of drugs, such as Betaseron(R) (Interferon beta-1b), the first therapy for multiple sclerosis, and Fludara(R) (fludarabine phosphate), the first therapy for chronic lymphocytic leukemia. These drugs generated annual global sales in excess of $1.5 billion. Prior to joining Berlex, Mr. Robin was a senior associate with Arthur Andersen & Co. Mr. Robin received his B.S. in Accounting and Finance from Fairleigh Dickinson University, where he previously served as a member of its Board of Trustees.

  4. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING

    DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING Jeff Ajer, age 63, was appointed to the board of directors in September 2017. Mr. Ajer is the Chief Commercial Officer at Mendra, a biopharma AI Company. He was the former Executive Vice President and Chief Commercial Officer from 2014 to 2024 at BioMarin, a global biotechnology company that develops and commercializes innovative therapies for people with serious and life-threatening rare disorders. Mr. Ajer has more than 25 years of experience driving commercialization for rare diseases and specialty medicines, including leading commercial planning for late-stage pipeline programs, product marketing, reimbursement, and sales operations. After joining BioMarin in 2005 as one of the first sales and marketing employees, he held roles of increasing responsibility including Vice President, Commercial Operations, The Americas; Senior Vice President and Chief Commercial Officer; and Executive Vice President and Chief Commercial Officer. Mr. Ajer was integral in establishing BioMarin’s commercial infrastructure and global footprint and played a leadership role in the launches and growth strategies for BioMarin’s commercial brands including Brineura™, Vimizim®, Kuvan® and Naglazyme®. Prior to his time at BioMarin, Mr. Ajer served as Vice President, Global Transplant Operations at Genzyme Corporation and held positions in sales, marketing, and operations at SangStat Medical Corporation and ICN Pharmaceuticals. Mr. Ajer has served as a member of the board of directors of Viridian Therapeutics, Inc. since April 2025. He received his B.S. degree in chemistry and MBA from the University of California, Irvine. Robert Chess, age 69, is the Chairman of our board of directors and has served as a director since May 1992. From March 2006 until January 2007, Mr. Chess served as our Acting President and Chief Executive Officer, and from April 1999 to January 2007, served as Executive Chairman. He also served as our Co-Chief Executive Officer from August 1998 to April 2000, as President from December 1991 to August 1998, and as Chief Executive Officer from May 1992 to August 1998. Mr. Chess was previously the co-founder and President of Penederm, Inc., a publicly-traded dermatological pharmaceutical company that was sold to Mylan Laboratories. He has held management positions at Intel Corporation and Metaphor Computer Systems (now part of IBM), and was a member of the first President Bush’s White House staff as a White House Fellow and Associate Director of the White House Office of Economic and Domestic Policy. Mr. Chess serves on the board of directors and is the lead director of Twist Biosciences, a publicly-traded company in the synthetic biology field. He is Chairman of two private companies: Bighat Biosciences, which does ML-guided biologics design, and Issio Solutions, which is in the labor productivity software field. From 1997 until his retirement in 2009, Mr. Chess served on the board of directors of the Biotechnology Industry Organization (“BIO”). Mr. Chess served as Chairman of BIO’s Emerging Companies Section and Co-Chairman of BIO’s Intellectual Property Committee. Mr. Chess was the initial Chairman of Bio Ventures for Global Health and served on its Board through 2022. He currently is a member of the faculty of the Stanford Graduate School of Business, where he teaches courses in the MBA program on the healthcare industry and the business opportunity created by aging demographics and increased longevity. Mr. Chess received his B.S. degree in Engineering with honors from the California Institute of Technology and an M.B.A. from Harvard University. Roy A. Whitfield, age 72, has served as our director since August 2000 and as Lead Independent Director since January 2019. Mr. Whitfield is the former Chairman of the Board and Chief Executive Officer of Incyte Corporation (“Incyte”), a drug discovery and development company he co-founded in 1991. From January 1993 to November 2001, Mr. Whitfield served as its Chief Executive Officer and from November 2001 until June 2003 as its Chairman. He also served as a director of Incyte from 1991 to January 2014. From 1984 to 1989, Mr. Whitfield held senior operating and business development positions with Technicon Instruments Corporation (“Technicon”), a medical instrumentation company, and its predecessor company, Cooper Biomedical, Inc., a biotechnology and medical diagnostics company. Prior to his work at Technicon, Mr. Whitfield spent seven years with the Boston Consulting Group’s international consulting practice. Mr. Whitfield received a B.S. in mathematics from Oxford University and an M.B.A. from Stanford University.

  5. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING

    DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING Diana Brainard, M.D., age 55, was appointed to our board of directors in November 2021. Dr. Brainard is an Entrepreneur Partner at MPM BioImpact, a biotechnology investment firm. She formerly served as the Chief Executive Officer and a member of the board of directors of AlloVir, Inc., a late clinical-stage cell therapy company. Prior to joining AlloVir, Inc., Dr. Brainard served as Senior Vice President and Virology Therapeutic Area Head at Gilead Sciences, Inc. from 2018 to April 2021. From 2015 to 2018, Dr. Brainard served as Vice President of Clinical Research, Liver Diseases at Gilead Sciences, Inc. Dr. Brainard obtained her B.A. degree from Brown University and her M.D. from Tulane University School of Medicine. R. Scott Greer, age 67, has served as our director since February 2010. Mr. Greer currently serves as Managing Director of Numenor Ventures, LLC, a venture capital firm. He also currently serves as the Chairman of the Board of Vertero Therapeutics, Inc., a private biotechnology company. In 1996, Mr. Greer co-founded Abgenix, Inc., a company that specialized in the discovery, development and manufacture of human therapeutic antibodies, and from June 1996 through May 2002, he served as its Chief Executive Officer. He previously also served as a director of Abgenix from 1996 and Chairman of the board of directors from 2000 until the acquisition of Abgenix by Amgen, Inc. in 2006. Prior to Abgenix’s formation, Mr. Greer held senior management positions at Cell Genesys, Inc., a biotechnology company, initially as Chief Financial Officer and Vice President of Corporate Development and later as Senior Vice President of Corporate Development, and various positions at Genetics Institute, Inc., a biotechnology research and development company. Mr. Greer served as a member or chairman of the board of directors of numerous public and private biotechnology and medical device companies. Mr. Greer received a B.A. in Economics from Whitman College and an M.B.A. degree from Harvard University. He also was a certified public accountant.

  6. DIRECTOR COMPENSATION TABLE—FISCAL 2025

    DIRECTOR COMPENSATION TABLE—FISCAL 2025 Each of our non-employee directors participates in our Amended and Restated Compensation Plan for Non-Employee Directors (the “Director Plan”). Only our non-employee directors are eligible to participate in the Director Plan. The following table shows the fees earned or paid to our non-employee directors for the fiscal year ended December 31, 2025.

  7. DIRECTOR COMPENSATION TABLE—FISCAL 2025

    | Name(1) (a) | Fees Earned or Paid in Cash ($) (b) | Stock Awards ($) (c) | Option Awards ($)(2) (d) | All Other Compensation ($) (e) | Total ($) (f) | | Jeff Ajer | 82,000 | — | 358,876 | — | 440,876 | | Diana Brainard, M.D. | 86,750 | — | 358,876 | — | 445,626 | | Robert Chess | 130,500 | — | 358,876 | — | 489,376 | | R. Scott Greer | 106,750 | — | 358,876 | — | 465,626 | | Roy A. Whitfield | 112,000 | — | 358,876 | — | 470,876 |

  8. DIRECTOR COMPENSATION TABLE—FISCAL 2025

    | (1) Mr. Robin, our President and Chief Executive Officer, is not included in this table as he was an employee of the Company in 2025 and received no additional compensation for his services in his capacity as a director. Please see the “Summary Compensation Table – Fiscal 2023-2025” for information regarding the compensation Mr. Robin received as our President and Chief Executive Officer. |

  9. DIRECTOR COMPENSATION TABLE—FISCAL 2025

    | (2) Amounts reported represent the aggregate grant date fair value of option awards computed in accordance with FASB ASC Topic 718, which excludes the effects of estimated forfeitures. For a complete description of the assumptions made in determining the valuation, please refer to Note 12 to our consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2025. Each of our then-serving non-employee directors received a stock option for 8,000 shares for his or her annual stock option grant on September 30, 2025. As of December 31, 2025, each of our non-employee directors had the following number of stock options outstanding: Mr. Ajer: 27,098; Dr. Brainard: 25,474; Mr. Chess: 27,098; Mr. Greer: 27,098; and Mr. Whitfield: 27,098. |

  10. DIRECTOR COMPENSATION TABLE—FISCAL 2025

    The 2025 compensation (comprised of cash and equity compensation) for the Company’s non-employee directors was recommended by the Organization and Compensation Committee to the Board following the receipt of a report from our independent compensation consultant, which in 2025 was Aon, which contained an analysis of prevailing market practices regarding levels and types of non-employee director compensation, including the non-employee director compensation practices of our 2025 peer group set at that time, and a comparative assessment of our non-employee director compensation to such peers and market practices. On at least an annual basis, qualified experts deliver a presentation to the Organization and Compensation Committee about recent developments and best practices related to non-employee director compensation. The 2025 cash retainer remained the same as that of 2024. Effective January 1, 2024 the annual retainer for non-employee directors was $55,000 (“Annual Retainer”). In addition to the Annual Retainer, the Chairperson of the Board of Directors received an additional annual retainer of $50,000 for a total of $105,000, and the Independent Lead Director of the Board of Directors received an additional annual retainer of $25,000 for a total of $80,000. The annual retainer amount was $25,000 for the Chair of the Audit Committee and $12,000 for members other than the Chair, $20,000 for the Chair of the Compensation Committee and $10,000 for members other than the Chair of the Compensation Committee, and $15,000 for the Chair of the Governance Committee and $8,000 for members other than the Chair of the Governance Committee. The Chair and members of any new committees would receive an additional annual retainer of $5,000, unless otherwise specified in the resolutions duly forming such new committee. In September of each year, each non-employee director is eligible to receive an equity award consisting of either all stock options or a combination of stock options and RSUs, as determined by the board of directors. These equity awards vest over a period of one year (monthly for stock options and upon the one year anniversary date for RSUs) and include a number of shares as determined annually by the board of directors. In September 2025 our then-serving non-employee directors received 8,000 stock options. No RSUs were granted. Upon initial appointment to the board of directors, each non-employee director is eligible to receive an equity award consisting of either all stock options or a combination of stock options and RSUs. These initial equity awards vest over a period of three years from the date of appointment and will be at a level based on 180% of the most recent annual equity compensation grant to non-employee directors, as determined annually by the board of directors. The exercise price of stock options granted is equal to the closing price of the Company’s common stock on the grant date. Following completion of a non-employee director’s service on the board of directors, his or her stock options will remain exercisable for a period of thirty-six months (or, if earlier, the end of the maximum term of the option). The term of stock options granted to non-employee directors is eight years. In the event of a change of control, the vesting of each option or RSU award held by each non-employee director will accelerate in full as of the closing of such transaction. In the event of death or disability, each RSU of the non-employee director will vest immediately. In the event a non-employee director ceases to continue their service on the board of directors at the Company’s annual shareholder meeting or any date thereafter, any unvested restricted stock unit award(s) of such non-employee director shall vest upon the cessation of such service on a pro rata basis calculated by the number of completed whole months of completed service during the vesting period. The Director Plan includes non-binding ownership guidelines for non-employee directors stating that each non-employee director should own shares of our common stock equal to at least three times the value of the annual board cash retainer. The minimum stock ownership level was to be achieved by each non-employee director within five years of the date of his or her first appointment to the board of directors. Each of our non-executive directors with over five years of service on the board of directors has met the ownership guidelines previously. Our 2017 Plan also limits the aggregate value of cash compensation and the grant date fair value (computed in accordance with generally accepted accounting principles) of shares of Common Stock that may be paid or granted during any calendar year to any non-employee director with a maximum of $1,200,000 for existing non-employee directors and $2,200,000 for new non-employee directors.

  11. Compensation Highlights

    Compensation Highlights We consider the intellectual capital of our employees to be an essential driver of our business and key to the successful execution of our strategy. Accordingly, we aim to attract and retain high-performing executives, and our executive officer compensation program is designed to reward achievement of important business goals and to pay for performance. We also recognize that the biotechnology industry is characterized by high stock price volatility, uncertainty and intense competition and that the Company’s stock price at any given point in time may not be reflective of the Company’s accomplishments and performance over a sustained period. We use a variety of performance-based compensation elements, including long-term equity awards that have both time and performance-based vesting criteria and annual cash incentives that are based on both corporate performance and an individual’s performance, in order to align our executives’ interests with those of our stockholders. We believe this incentivizes our management team to invest in and to develop strategies that will create long-term growth and value for our stockholders. In 2025, our board of directors and Organization and Compensation Committee took the following key compensation actions:

  12. Compensation Highlights

    | • | Alignment of CEO bonus to corporate goal achievement – For 2025 and consistent with historic practice, we directly aligned the annual cash incentive that may be earned by the CEO with the corporate achievement rating determined by the board of directors (as measured against predefined corporate objectives set annually by the board of directors). |

  13. Compensation Highlights

    | • | Annual cash incentives for NEOs – Our NEOs other than our CEO may earn annual cash incentives that are based on the Company’s corporate achievement rating determined by the board of directors, which may be further adjusted based on individual performance. |

  14. Compensation Highlights

    | • | Long-term Incentives – Our long-term incentives are intended to motivate executives to deliver long-term stockholder value and to reward their achievement of specific business goals that will advance our business strategy. Consistent with our philosophy of pay-for-performance, in 2025 we granted our NEOs long-term equity awards in the form of time-based stock options (which provide value only if the Company continues to achieve key strategic objectives that increase the Company’s value and thereby increases our stock prices over time) and time-based Restricted Stock Units (RSUs), as well as RSUs that are subject to both time-based and performance-based vesting criteria. |

  15. Compensation Highlights

    | • | Peer Group Alignment – We continue to conduct an annual compensation peer group review, with input from our independent compensation consultant, to align our peer group companies to appropriate selection criteria in light of our evolving company. |

  16. How Our Pay Program Works

    | Base Salary | Base salaries are set to be competitive within our industry with consideration for, among other things, an individual’s responsibilities, market data and individual contribution. From 2022 to 2024, our NEOs’ base salary levels remained constant, and we did not award any merit-based increases. For 2025, our NEOs’ 2025 base salaries received a 2% increase from 2024 base salary levels to remain competitive within our peer group. Our NEOs’ 2026 base salaries received a 2.5% merit increase from 2025 base salary levels, consistent with market trends. The merit increase awarded to our executives was lower than the merit increase awarded to 2026 base salaries for our non-executive employees in order to prioritize cash allocation toward company-wide performance and retention. | | Annual Cash Incentives | Annual incentives are intended to motivate and reward executives for the achievement of important short-term goals and milestones that we believe contribute to the creation of long-term stockholder value. In 2025, annual cash bonuses were awarded to NEOs based on the Company’s achievement of pre-established corporate goals, including clinical development, business development, and financial objectives, as well as significant achievements made in addition to the pre-established goals. Consistent with historic practice, the cash incentive awarded to our CEO is based solely on the performance of the Company as determined by the board of directors. | | Long-Term Equity Incentives | Our long-term incentives, which include performance-based vesting equity awards and time-based vesting equity awards, are intended to motivate executives to deliver long-term stockholder value and to retain our talented executive team. In 2025, equity grants were awarded as a mix of time-based stock options as well as time-based RSUs and time and performance-based RSUs. |

  17. Target Pay Mix

    Target Pay Mix Consistent with our pay for performance philosophy, we believe that a significant portion of our executives’ compensation should be “at-risk” and performance-based in order to motivate and align our executive officers’ interests with those of our stockholders. We emphasize performance-based compensation through two separate performance-based compensation methods: (i) our executives are eligible to receive annual cash incentives if they achieve short-term annual corporate objectives that are preapproved by the board of directors and (ii) we grant long-term equity awards that have substantial performance-based criteria designed to promote long-term growth and value creation. In 2025, we awarded our executives with a mix of time-based stock options and RSUs that are both time-based and time and performance-based.

  18. COMPENSATION GOVERNANCE PRACTICES

    | What We Do | What We Do Not Do | | Deliver executive compensation primarily through performance-based pay | Do not permit hedging transactions, share pledging, or short sales by employees or directors | | Utilize equity awards of which a majority are performance-based and designed to deliver long term stockholder value | Do not permit repricing of stock options without shareholder approval | | Have a clawback policy covering cash and equity incentive compensation | Do not provide excessive perquisites | | Conduct a regular peer group review with our independent consultant to align the Company’s current profile | Do not provide funded pension or retirement plans (other than a matching contribution of up to $12,000 for 401(k) plan participants that we make available to all employees) |

  19. COMPENSATION GOVERNANCE PRACTICES

    | What We Do | What We Do Not Do | | Have double trigger Change-in-Control (CIC) severance plan provisions | Do not provide excise tax gross-ups on CIC payments | | Have stock ownership guidelines applicable to our senior executive officers | Do not accelerate vesting of equity awards on termination (unless in connection with a change of control of the Company) | | Utilize an independent compensation consulting firm | Do not include the value of equity awards in severance calculations | | Conduct a regular review of share utilization for equity compensation | No fixed employment terms | | Design our programs to mitigate undue risk | No guaranteed bonus payments | | Conduct an annual say-on-pay vote and regular shareholder outreach | |

  20. COMPENSATION PROGRAM OBJECTIVES AND PHILOSOPHY

    | • | Incentivize and reward sustained long-term performance by aligning significant elements of executive compensation with long-term stockholder value creation; |

  21. COMPENSATION PROGRAM OBJECTIVES AND PHILOSOPHY

    | • | Alignment with Long-Term Stockholder Value Creation. We have historically granted a combination of time-based stock options and RSUs and performance-based stock options and RSUs to create a balanced long-term incentive program that supports executive performance and retention that ultimately drives long-term value and growth of the Company. The particular mix of equity award types granted each year may vary depending on the needs and priorities of the Company and what our Organization and Compensation Committee determines to be in the best interests of the Company and our shareholders. |

  22. ROLE OF ORGANIZATION AND COMPENSATION COMMITTEE

    ROLE OF ORGANIZATION AND COMPENSATION COMMITTEE The Organization and Compensation Committee is responsible for establishing the compensation programs of the Company’s CEO, other NEOs and other executives of the Company. It also administers the Company’s equity-based and performance-based compensation plans, including plans under which restricted stock units or stock options are awarded. Accordingly, it is responsible for reviewing base salary and cash and equity incentives payable to executives. Additionally, the Organization and Compensation Committee recommends to the board of directors for review and approval of the Chief Executive Officer’s compensation as well as the compensation of the non-employee directors. The Organization and Compensation Committee also has the authority to grant restricted stock units and options to purchase shares of the Company’s Common Stock to all participants under the Company’s equity award plans (other than directors, whose grants are approved by the board of directors), and to determine all terms and conditions of such awards.

  23. ROLE OF COMPENSATION CONSULTANT

    ROLE OF COMPENSATION CONSULTANT In 2025, the Organization and Compensation Committee continued to retain the services of Aon, as its independent executive compensation consultant due to its extensive analytical and compensation expertise in our industry. In this capacity, Aon has advised the Organization and Compensation Committee on compensation matters related to the executive and director compensation programs including:

  24. ROLE OF COMPENSATION CONSULTANT

    | • | executive and director market pay analysis; |

  25. ROLE OF COMPENSATION CONSULTANT

    | • | reviewing employee equity award framework; |

  26. ROLE OF COMPENSATION CONSULTANT

    | • | reviewing and, when appropriate, suggesting changes to the compensation peer group; |

  27. ROLE OF COMPENSATION CONSULTANT

    | • | development and refinement of executive pay programs and governance practices; and |

  28. ROLE OF COMPENSATION CONSULTANT

    | • | assistance in reviewing the Compensation Discussion and Analysis and other proxy statement disclosures. |

  29. ROLE OF COMPENSATION CONSULTANT

    The Organization and Compensation Committee has the sole authority to engage and terminate Aon’s services, as well as to approve its compensation. Aon makes recommendations to the committee but has no authority to make compensation decisions on behalf of the committee or the Company. Aon reported to the Organization and Compensation Committee and had direct access to the chairperson and the other members of the committee. Beyond data and advice related to executive and director compensation matters and equity plan design and assistance with proxy statement disclosures, Aon did not provide any other consulting services to us in 2025. The Organization and Compensation Committee conducted a specific review of its relationship with Aon in 2025 and determined that Aon’s work did not raise any conflicts of interest. Aon’s work has conformed to the independence factors and guidance provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC and Nasdaq.

  30. USE OF MARKET DATA AND PEER GROUP ANALYSIS

    USE OF MARKET DATA AND PEER GROUP ANALYSIS We regularly review the compensation practices of our peers in response to the fast-moving nature of the biotechnology industry, including merger and acquisition activity, and changes in product pipeline and business stage. Historically, the Organization and Compensation Committee annually reviews our peer group around June of each year. In June 2025, we engaged Aon to conduct a review and assessment of our peer group to use as a target comparator group for conducting our compensation analyses. The Organization and Compensation Committee has annually requested Aon to conduct an independent review of the Company’s peer group based on industry best practices, investor feedback and management input based on the business profile and talent objectives for the Company. The Organization and Compensation Committee selected a peer group of companies using similar metrics to those used in 2024. Following the announcement of the Company’s positive results from the induction period of the Phase 2b REZOLVE-AD study and the Company’s decision to advance rezpegaldesleukin into Phase 3 trials, as well as the Company’s increasing market capitalization, the Organization and Compensation Committee considered updating the Company’s peer group to reflect the Company’s evolving profile. In September 2025, the Organization and Compensation engaged Aon to conduct another review of the Company’s peer group. Aon recommended updating the peer group selection criteria to include pre-commercial biopharmaceutical companies, within 05.x to 3.0x of the Company’s then market capitalization (generally from $400 million to $4 billion), and with organization complexity of 50 to 400 employees located in the San Francisco Bay Area or other comparable biotechnology hub areas. As a result, in November 2025, the Organization and Compensation Committee approved the following peer group to be used for evaluating 2025-2026 compensation decisions.

  31. USE OF MARKET DATA AND PEER GROUP ANALYSIS

    | Amylyx Pharmaceuticals | Gossamer Bio | Relay Therapeutics | | Arcus Biosciences | IDEAYA Biosciences | Rezolute | | Astria Therapeutics | Immunome Bothell | Vera Therapeutics | | Celldex Therapeutics | Intellia Therapeutics | Vir Biotechnology | | Compass Therapeutics | Kodiak Sciences | Viridian Therapeutics | | Corvus Pharmaceuticals | Olema Pharmaceuticals | | | Dianthus Therapeutics | Praxis Precision Medicines | |

  32. USE OF MARKET DATA AND PEER GROUP ANALYSIS

    Given that our peer group companies have different market capitalizations than the Company, the Organization and Compensation Committee also reviews equity and total direct compensation data for our executives against the compensation for similarly situated executives in the broader market to ensure alignment with common market trends. Although the Organization and Compensation Committee reviewed and discussed the compensation data for the peer group companies to help inform executive compensation decisions, it does not set compensation at any specific level or percentile based solely on the peer group data. The peer group data and general industry compensation survey data is used only as one reference point considered in making compensation decisions. As further discussed in this Compensation Discussion and Analysis, other factors considered include an assessment of individual and company performance, competitive market practices, the number of unvested stock options held by the executive and average exercise price (i.e., the retention value) of these options, the number of unvested RSUs, the individual’s overall contributions, and stockholder dilution. However, we do not use a formula or assign a particular weight to any one factor in determining cash and equity award levels.

  33. DESIGN AND ELEMENTS OF OUR COMPENSATION PROGRAM

    | • | Short-term cash incentives, based on the Company’s achievement of pre-established corporate performance objectives as well as individual performance (except for the CEO, whose short-term cash incentive is based solely on the Company’s corporate performance); and |

  34. DESIGN AND ELEMENTS OF OUR COMPENSATION PROGRAM

    | • | Long-term incentives, awarded as a mix of time- and performance-based grants. |

  35. DESIGN AND ELEMENTS OF OUR COMPENSATION PROGRAM

    Using the above three elements as a foundation, the Organization and Compensation Committee consulted with Aon, its independent executive compensation consultant, to design a compensation program that provides appropriate incentives and opportunities to the executives, aligns the vesting and performance milestones for equity awards with the Company’s strategic plan, reflects the Company’s current research and clinical developments, and remains market-aligned with industry peer groups, among others. Each element of our compensation program is discussed further below.

  36. SHORT-TERM INCENTIVES

    SHORT-TERM INCENTIVES We believe that our short-term cash incentive compensation program (“Incentive Compensation Plan”) rewards the achievement of important short-term objectives that advance us toward our long-term strategic objectives. Our Incentive Compensation Plan applies to all employees and all executive officers. As further discussed below, at the start of each year, the board of directors establishes a set of pre-defined corporate goals for the Company to align focus and priorities as well as to manage the financial resources of the Company for the upcoming year. At the end of the year, the board of directors evaluates the Company’s performance based on achievement of these corporate objectives as well as other notable accomplishments made during the year. Our employees, including NEOs other than the CEO, may receive annual bonuses for the Company’s performance as well as their individual contribution to that performance. Our CEO, Mr. Robin’s, annual bonus determination is tied solely to the Company’s performance. Consistent with our compensation philosophy of paying for performance and maintaining a flexible approach, we use the Incentive Compensation Plan to incentivize the NEOs to achieve important corporate goals while at the same time encouraging and rewarding excellent individual performance by recognizing and rewarding differences in performance between individual executives.

  37. 2025 and 2026 Target Annual Incentive Opportunities

    2025 and 2026 Target Annual Incentive Opportunities The NEOs were each assigned a target annual incentive for 2025 at 60% with the CEO at 100% of base salary, which was the same as the target levels assigned in 2024. The target annual incentive opportunities are determined based on each NEO’s experience, scope of responsibilities, and potential impact on the Company’s performance and approved by the Organization and Compensation Committee. The table below shows the target annual incentive assigned by us to each NEO as a percentage of base salary for 2025 and 2026. For 2026, no changes were made to the target annual incentive opportunities for each NEO. As further discussed below, each NEO’s (excluding Mr. Robin’s) annual bonus is determined based on a combination of the corporate performance rating (as evaluated by the board of directors against pre-established annual objectives set by the board of directors) and individual performance. As previously indicated, we began in 2021 to directly align Mr. Robin’s annual bonus award with the Company’s corporate performance rating so that Mr. Robin’s annual bonus is determined based solely on the Company’s corporate performance rating approved by the board of directors.

  38. 2025 and 2026 Target Annual Incentive Opportunities

    | | 2025 Target Annual Incentives | 2026 Target Annual Incentives | | Name | (% of Base Salary) | (% of Base Salary) | | Howard W. Robin | 100% | 100% | | Sandra Gardiner(1) | — | — | | Mark A. Wilson(2) | 60% | — | | Jonathan Zalevsky, Ph.D. | 60% | 60% |

  39. 2025 and 2026 Target Annual Incentive Opportunities

    | (1) Ms. Gardiner does not participate in our Incentive Compensation Plan |

  40. 2025 and 2026 Target Annual Incentive Opportunities

    | (2) Mr. Wilson served as our Chief Legal Officer until December 31, 2025, the last date of Mr. Wilson’s employment with the Company. As discussed further below, he did not receive any annual incentive compensation for 2025. |

  41. Company Performance Objectives

    Company Performance Objectives At the start of each fiscal year, the board of directors establishes a number of important annual corporate goals, which may include clinical development, research, organizational and financial goals that the board of directors believes are important for evaluating company performance and progress . These goals are then used in our Incentive Compensation Plan to assess annual corporate performance. The relative weightings of these corporate goals are based upon the board of directors and CEO’s assessment of the importance of each goal in advancing the Company towards success and creating long-term value for the Company and our stockholders. The board of directors endeavors to select corporate goals that, if met by management, represent significant levels of annual achievement, although we believe the long-term nature of our drug development business does not lend itself to over-weighting the importance of annual goals. Following the conclusion of the annual performance period in December of each year, the level of achievement for each corporate goal is assessed by the board of directors. The board of directors determines whether each corporate goal has been met, exceeded, or not satisfied. If we achieve the target level of performance for all of the stated goals, the overall corporate performance rating would be 100%. In addition, in assessing corporate performance, the determination of corporate performance may be adjusted upward or downward by the board of directors as deemed appropriate to factor in other significant corporate events, either negative or positive, that occurred during the performance period, but were not reflected in the corporate goals previously set by the board of directors. After taking into account the level of attainment of each corporate goal and such other corporate performance factors as the board of directors may determine appropriate in reviewing performance for a particular year, the board of directors assigns an overall corporate performance rating for the year, which may range from 0% to 200%. A corporate performance rating in excess of 100% can only be achieved if the board of directors determines that the goal achievement for one or many of the goals substantially and qualitatively exceeded the target metrics, or the Organization and Compensation Committee uses its discretion to factor in other significantly positive corporate events that occurred during the performance period. The maximum potential corporate performance rating is 200%. The board of directors receives input and recommendation from the CEO regarding the Company’s performance and determines the final corporate performance rating. The Organization and Compensation Committee then confirms the corporate performance rating for purposes of the Incentive Compensation Plan. The total available bonus pool under the Incentive Compensation Plan is determined by multiplying the corporate performance rating by the aggregate target bonus of all eligible participants, which includes nearly all of the Company’s full-time employees. The aggregate of all individual bonuses awarded under the plan cannot exceed the total available bonus pool so that the total cost of bonuses ultimately reflects our assessment of overall corporate performance and is not inflated by the sum of individual performance ratings. After the corporate performance rating is determined, the individual performance of each NEO is reviewed by the Organization and Compensation Committee in consultation with Mr. Robin (other than with respect to his own performance) in order to determine the appropriate individual performance percentage rating to be assigned to the executive for the performance period. Mr. Robin’s individual performance is separately reviewed by the Organization and Compensation Committee. Each NEO’s (excluding Mr. Robin’s) actual annual bonus is based on a combination of the corporate performance rating and individual performance. The Incentive Compensation Plan does not provide for a specific allocation or weighting between corporate and individual performance. The actual annual bonus awarded for each NEO (excluding Mr. Robin) is solely determined by the Organization and Compensation Committee based on criteria that includes an assessment of individual performance (as measured by Mr. Robin’s evaluation of the performance of each NEO) and company performance, and the maximum payout for each NEO could be up to 200% of his or her cash target annual incentive (or, by the same token, an individual executive’s award could be reduced to 0% based on individual performance regardless of the corporate performance rating). Mr. Robin’s annual bonus award is directly aligned and based on the corporate performance rating that is approved by the board of directors, which may range from 0% to 200%. Given the dynamic nature of our business, new priorities continually emerge such that the Organization and Compensation Committee wishes to retain the flexibility to tie a varying portion of annual incentive payouts to the individual achievement of a range of objectives. In December 2024, the board of directors formally approved the 2025 corporate objectives (“2025 Corporate Objectives”) set forth below. The 2025 Corporate Objectives, relative weightings assigned to each of the categories of the objectives, whether the objectives were met, each category’s raw and weighted scores were as follows:

  42. Actual Annual Incentives Earned for 2025

    Actual Annual Incentives Earned for 2025 Management prepared a report on the status of achievement of the 2025 Corporate Objectives that was reviewed by the board of directors in December 2025. Each of the goals that was “met” had to achieve objective and specified measurement criteria established by the board of directors in the beginning of the year. If the measurement criteria for an objective was not fully met, partial credit was given depending on the level of achievement. As noted in the footnotes to the table, we have highlighted some of the specific achievements made within each objective category that was evaluated by the board of directors in determining whether such Corporate Objective was met. Due to the sensitivity and proprietary nature of our business and certain confidentiality obligations, we cannot specify all of the achievements made by the Company in furtherance of our 2025 Corporate Objectives. Using a raw score range for the achievement of the objectives within each category, and then calculating the weighted score for each category, the 2025 corporate performance rating was between the range of 90% to 96% of the 2025 Corporate Objectives. However, in determining the final corporate performance achievement for 2025, the board of directors also considered other significant business achievements of the Company in 2025 that were important in building strategic value, but were not foreseen at the start of the year and reflected in the 2025 Corporate Objectives. Given the dynamic nature of scientific research and drug development, priorities and strategies may change and it is important that the Company’s performance is evaluated holistically. In 2025, we achieved a number of additional and notable achievements as described below that were factors in the board of directors determination of the Company’s overall corporate performance rating:

  43. Actual Annual Incentives Earned for 2025

    | • | We received two Fast Track Designations from the FDA for rezpegaldesleukin in atopic dermatitis and alopecia areata. |

  44. Actual Annual Incentives Earned for 2025

    | • | We successfully initiated Phase 3 study activities and are on track to start the first monotherapy Phase 3 study of rezpegaldesleukin in moderate-to-severe atopic dermatitis in mid-2026. |

  45. Actual Annual Incentives Earned for 2025

    | • | We entered into a collaboration with TrialNet, an international clinical trial network at the forefront of diabetes research, to evaluate rezpegaldesleukin in patients with new onset stage 3 type 1 diabetes mellitus. |

  46. Actual Annual Incentives Earned for 2025

    | • | We partnered with the University of California, San Francisco (UCSF) and Dr. Stephen L. Hauser, M.D., a renowned neuroimmunologist, in an academic research collaboration to explore the role of TNFR2 agonism in several models of multiple sclerosis. The team at UCSF will conduct and fund all research efforts and we will supply NKTR-0165. |

  47. Actual Annual Incentives Earned for 2025

    | • | We strengthened the Company’s financial position by completing an underwritten public offering of $115 million of shares of our common stock and received net proceeds of approximately |

  48. Actual Annual Incentives Earned for 2025

    $107.2 million, after deducting underwriting discounts, commissions and offering costs. We also completed sales of our common stock under our previously entered equity distribution agreement and received net proceeds of approximately $72.5 million after deducting related commissions and offering costs. In view of these significant achievements, as well as the Company having met or exceeded and partially met a majority of the 2025 Corporate Objectives, the board of directors approved a corporate performance achievement of 100% for 2025. The following table shows some of the highlights of each NEO’s performance in 2025. Each NEO’s contributions were instrumental to the Company’s achievement of the above accomplishments and objectives in 2025.

  49. Actual Annual Incentives Earned for 2025

    | Name | Individual Performance Highlights | | Howard W. Robin | • Directed the Company’s strategy for development of rezpegaldesleukin to achieve positive topline results from the Phase 2b studies of rezpegaldesleukin in moderate-to-severe atopic dermatitis and establish proof-of-concept of rezpegaldesleukin in patients with severe-to-very-severe alopecia areata. • Strengthened the Company’s financial position to advance development of rezpegaldesleukin into Phase 3 studies. • Generated scientific and market support for the Company and rezpegaldesleukin as a novel therapeutic modality for the potential treatment of atopic dermatitis. | | Jonathan Zalevsky | • Led the analysis and presentation of results from the induction portion of the REZOVLE-AD trial. • Guided the Company’s successful End of Phase 2 Meeting and other regulatory communications with the FDA to advance rezpegaldesleukin into Phase 3 studies. • Advanced pre-clinical study efforts for the development of NKTR-0165 and NKTR-0166, continuing research discovery efforts across the Company’s first antibody programs targeting novel aspects of Treg biology and function. |

  50. Actual Annual Incentives Earned for 2025

    The table below includes the actual 2025 bonuses, including as a percentage of the target opportunity, that we awarded the NEOs for 2025. Mr. Robin’s awarded annual incentive is directly aligned to the Company’s corporate performance rating, which was 100%, as determined by the board of directors and discussed above. In determining the annual incentive for each of our other NEOs, our Organization and Compensation Committee considers the Company’s corporate performance rating, as well as each NEO’s individual performance and accomplishments highlighted above, in particular, the significant contributions and efforts each NEO made to the Company’s advancement of rezpegaldesleukin into Phase 3 clinical trials. In consideration of Dr. Zalevsky’s individual performance, including his leadership and contributions to the successful outcomes of the Phase 2b rezpegaldesleukin studies, the Organization and Compensation Committee determined that his 2025 annual incentive amount should be awarded at 105% of his target bonus amount. Ms. Gardiner, our Interim Chief Financial Officer, provides services as an outside consultant and is not employed or directly compensated by us, as further described under “Certain Relationships and Related Party Transactions.” Ms. Gardiner does not participate in our Incentive Compensation Plan and did not receive any bonus payment in 2025.

  51. Actual Annual Incentives Earned for 2025

    | | 2025 Target Annual Incentives | | 2025 Earned Annual Incentives | | | Name | (% of Base Salary) | ($) | (% of Target Bonus) To the nearest % | ($) | | Howard W. Robin | 100% | $1,106,282 | 100% | $1,106,282 | | Mark A. Wilson(1) | 60% | $330,480 | 0% | $0 | | Jonathan Zalevsky, Ph.D. | 60% | $430,536 | 105% | $452,000 |

  52. Actual Annual Incentives Earned for 2025

    | (1) Mr. Wilson served as our Chief Legal Officer until December 31, 2025, the last date of Mr. Wilson’s employment with the Company. Mr. Wilson did not receive any annual incentive compensation for 2025. |

  53. LONG-TERM INCENTIVES

    LONG-TERM INCENTIVES In accordance with our objective of aligning executive compensation with our stockholders’ interests, an important component of our executive compensation program are long-term incentive opportunities. Our current long-term incentive program for NEOs generally consists of annual awards of equity compensation that are subject to multi-year time-based vesting schedules as well as performance-based vesting schedules. In some years, we have used a value-based approach for sizing equity awards, consistent with market practices. In more recent years, due to the Company’s depressed valuation and to manage the overall dilution to our shareholders, we adopted a “percent of ownership” approach and granted only stock options as part of our executive equity compensation packages. Given the success of the Company’s rezpegaldesleukin data readouts in 2025 and the Company’s decision to advance rezpegaldesleukin into Phase 3 trials, as well as the Company’s increasing market capitalization, in December 2025, the Organization and Compensation Committee evaluated the optimal approach to set long-term incentive opportunities to manage overall dilution while balancing talent retention and Company performance goals. The committee considered a value-based approach for sizing equity awards in addition to a “percent of ownership” approach and to re-introduce RSU grants. To manage the overall equity pool and the transition to RSUs, the Organization and Compensation Committee determined that both metrics were equally valuable to consider and set the equity grant ranges using the average of a blend of the two metrics. This approach in 2025 allowed us to provide equity grants that remained competitive with market trends in the highly competitive industry while also being mindful of overall dilution for our shareholders. Regardless of the approach, in determining the grant levels for equity awards, we generally consider a number of factors including an assessment of individual performance, competitive market practices, the number of unvested RSUs and stock options held by the executive and average exercise price (i.e., the retention value) of these stock options, the individual’s overall contributions, and stockholder dilution. However, we do not use a formula or assign a particular weight to any one factor in determining equity award levels. The Organization and Compensation Committee awards equity grants at levels it believes in its judgment are reasonably competitive and consistent with our philosophy that a substantial portion of our executives’ compensation should be performance-based and help to further link the interests of our executives with those of our stockholders, as well as to provide a retention incentive for the executive.

  54. 2025 Grants

    2025 Grants We historically review our executive compensation and grant equity grants in December of each year. The Organization and Compensation Committee conducted their annual review of executive equity grants in December 2025 and evaluated the value of the equity compensation package of our executives, noting that a substantial portion of stock options previously granted to our executives continue to remain underwater while at the same time a decreasing portion of equity previously granted to our executives remain unvested. The Organization and Compensation Committee also considered, among other factors, the strategic goals and resources of the Company, each executives skills, experience and scope of responsibilities, the compensation practices of the Company’s peer group, equity grants previously awarded to each executive, and the recommendation of Aon. As discussed further below, the Organization and Compensation Committee believed that an equity compensation package that included time-based stock options, time-based RSUs and performance-based RSUs would appropriately incentivize our management to perform highly and focus on advancing rezpegaldesleukin through Phase 3 clinical trials in atopic dermatitis while balancing the need to retain critical talent and experienced executives through important future timepoints and topline data readouts for the planned multi-year Phase 3 trials. The Organization and Compensation Committee also took into account the outstanding grants of performance-based equity (as discussed further below) to holistically assess each executive’s overall equity compensation package and ensure that appropriate performance incentives and retention elements were in place to propel the Company through the next stage of rezpegaldesleukin development. Following a recommendation from the Organization and Compensation Committee, the board of directors approved the following equity grants to be awarded to our NEOs in December 2025. Ms. Gardiner did not receive any equity grants in 2025. Mr. Wilson also did not receive any equity grants in 2025 as his employment with the Company terminated on December 31, 2025.

  55. 2025 Grants

    | | Time-based Awards | | Performance-based Awards | | Name | Stock Options (#) | RSUs (#) | RSUs (#) | | Howard W. Robin | 86,667 | 21,667 | 21,667 | | Jonathan Zalevsky, Ph.D. | 25,000 | 6,250 | 6,250 |

  56. 2025 Grants

    Time-Based Stock Options and Time-Based RSUs The Organization and Compensation Committee believes that granting a combination of time-based stock options and time based RSUs creates a balanced long-term incentive program that promotes both pay-for-performance alignment and executive retention. Stock options provide a direct alignment of executive interests with those of stockholders and motivate executives to achieve value-enhancing objectives for the Company because they provide value only if the Company’s stock prices increase over time and thus, are inherently performance-based. RSUs further complement our equity incentive program by providing a strong retention element as well as equity value to executives, especially during periods of market volatility where the performance of the Company’s stock prices may not be reflective of management performance, which is common at development stage companies where performance can be milestone based and binary in nature and have long horizons. The 2025 time-based stock options vest monthly over four years and the 2025 time-based RSUs vest quarterly over four years, each subject to the executive’s continued service through the vesting date. The multi-year vesting schedules further support and reinforce performance over time, retention, long-term stockholder value creation and continuity of leadership. Performance-Based RSUs The Organization and Compensation Committee believes that performance-based RSUs are another important component of the equity vehicle mix that further reinforces pay-for-performance by conditioning the vesting of equity to the achievement of pre-established long-term goals. The performance-based RSUs granted to our executives in 2025 are subject to both time-based vesting (pro-rata quarterly over four years) and performance-based vesting and vest only upon the achievement, within a certain performance period, of defined performance criteria that are tied to our business strategy, which are set forth below. They help create an ownership culture and encourage individual contribution towards measurable performance outcomes and provide strong alignment between executive performance and the Company’s long-term value. The Organization and Compensation Committee selected performance criteria that it believes are rigorous and important towards advancing the Company’s lead drug candidate, rezpegaldesleukin, into potential commercialization. In order to vest (and subject to the time-based vesting and each executive’s continued service) within four years of grant of the performance-based RSUs, the Company must achieve the following:

  57. Results of Outstanding Grants of Performance-Based Equity

    Results of Outstanding Grants of Performance-Based Equity 2020-2024 Grants The performance criteria associated with the performance-based stock options and RSUs granted to our senior executives and NEOs in 2020 have been met. The 2020 performance-based stock options and RSUs granted on December 18, 2020 began vesting after the Organization and Compensation Committee determined on November 20, 2025, that the required performance criteria had been achieved, which was the advancement of a Nektar proprietary drug (other than bempegaldesleukin) into a registrational trial. In accordance with the terms of the 2020 grants and due to the satisfaction of the time-based vesting criteria of both the performance-based stock options and RSUs, on November 21, 2025 all of the 2020 performance-based stock options and performance-based RSUs vested in full. In 2020 the Organization and Compensation Committee also introduced a new component to our equity compensation in order to increase the percentage of equity grants to our senior executives that were subject to performance-based conditions and to reflect, at the time, the Company’s maturation into a biopharmaceutical company with a potential commercialized drug. In 2020 and 2021, our senior executives were granted new performance-based RSUs (“TSR RSUs”) that vest between 0% and 200% of the target award based on relative total shareholder return (TSR) performance as measured against the Nasdaq Biotechnology index over a two-year performance period. The performance period for the 2020 TSR RSUs was measured from December 18, 2020 to December 31, 2022 (the “2020 TSR RSU Performance Period”). Following the 2020 TSR RSU Performance Period, the Organization and Compensation Committee engaged Aon to independently determine the Company’s TSR percentile rank within the Nasdaq Biotechnology Index. Aon determined that the Company’s performance measured at the 15th percentile, which pursuant to the terms of the TSR RSUs grant, corresponds to a performance multiplier of 0%. Therefore, the Organization and Compensation Committee determined that none of the 2020 TSR RSUs that were granted to our senior executives and NEOs would vest. Accordingly, all 2020 TSR RSUs granted to our executives were cancelled. In 2021, our NEOs were granted certain performance-based stock options and RSUs (the “2021 Performance Grants”) that would only vest if the Company achieved the first commercial sale to a third party of bempegaldesleukin intended for use by end-user customers within five years of the award grant date. In anticipation of the expected data readouts in the first half of 2022 for the Phase 3 registrational trials studying bempegaldesleukin in combination with nivolumab and to prioritize achievement of the success of the bempegaldesleukin programs, in 2021 our NEOs also received a one-time grant of performance-based RSUs subject to performance-based vesting conditions (the “Bempegaldesleukin Performance Grants”). In order to vest, by June 1, 2022, the Company had to achieve certain primary endpoint objectives in the Phase 3 melanoma trial studying the combination bempegaldesleukin and nivolumab, which was not achieved. Subsequently, in 2022, we and Bristol Myers Squibb discontinued all clinical development activities of bempegaldesleukin. Although the performance period for the 2021 Performance Grants has not ended yet, due to the termination of our bempegaldesleukin development program, achievement of the performance criteria for the 2021 Performance Grants is no longer realistically feasible. All RSUs granted under Bempegaldesleukin Performance Grants were cancelled. As discussed above, our NEOs were also granted TSR RSUs in 2021. The performance period for the 2021 TSR RSUs was measured from December 16, 2021 to December 31, 2023 (the “2021 TSR RSU Performance Period”). Following the 2021 TSR RSU Performance Period, the Organization and Compensation Committee engaged Aon to determine the Company’s performance mercantile. Based on Aon’s determination of the Company’s percentile performance within the Nasdaq Biotechnology Index, the Organization and Compensation Committee determined that none of the 2021 TSR RSUs that were granted to our senior executives and NEOs would vest. Accordingly, all 2021 TSR RSUs granted to our executives were cancelled. The performance criteria associated with the performance-based stock options and RSUs granted to our senior executives and NEOs in 2022 have been met. The 2022 performance-based stock options and RSUs granted on August 15, 2022 began vesting after the Organization and Compensation Committee determined on November 18, 2024, that the required performance criteria had been achieved, which was achievement of dosing of the first patient in a clinical collaboration for NKTR-255 in combination with cell therapy with significant co-funding support of approximately 50% of one or more clinical studies and entering into new partnership for NKTR-255 for specific use in combination with cell therapy with narrow exclusivity. In accordance with the terms of the 2022 grants, on December 13, 2024, approximately 3/4th of the performance -based stock options and performance-based RSUs granted vested, which was followed by continued monthly pro-rata vesting and quarterly pro-rata vesting, respectively, of the remainder until August 15, 2025. The performance criteria associated with the performance-based stock options granted to our senior executives and NEOs in 2023 have been met. The 2023 performance-based stock options granted on December 13, 2023 began vesting after the Organization and Compensation Committee determined on July 17, 2025 that the required performance criteria had been achieved, which was the achievement of positive Phase 2b clinical results for rezpegaldesleukin in either atopic dermatitis or alopecia areata (defined as statistically significant improvement of at least one rezpegaldesleukin dose level over placebo). The Company announced positive results from the induction phase of the REZOLVE-AD trial in June 2025. In accordance with the terms of the 2023 grants, on August 19, 2025, approximately 5/9th of the performance-based stock options granted vested, which will be followed by continued monthly pro-rata vesting of the remainder until December 13, 2026. The performance criteria associated with each of the performance stock options granted to our senior executives and NEOs in 2024 have not been met and thus, vesting of these performance-based stock options has not occurred. If achieved within five years of the grant, 66% of each executive’s 2024 performance-based stock options will vest at the start of a Phase 3 clinical trial for rezpegaldesleukin and 34% of each executive’s 2024 performance-based stock options will vest upon achievement of positive Phase 3 topline clinical results for rezpegaldesleukin in any indication. If the performance criteria associated with these performance stock options are not satisfied within five years of grant, the equity awards will be cancelled.

  58. OTHER COMPENSATION POLICIES AND PRACTICES

    OTHER COMPENSATION POLICIES AND PRACTICES Severance and Change of Control Benefits If the employment of an NEO is terminated by us without cause or by the executive for a designated good reason outside of the context of a change of control transaction, the executive would be entitled to severance benefits under the applicable agreement he or she entered into with the Company. Generally, these severance benefits include a cash severance payment based on the executive’s then-current annual base salary and the amount of his or her then-current target annual incentive bonus, payment of COBRA premiums for up to a maximum of eighteen (18) months, and an additional period post-termination to exercise vested stock options. In order to attract and retain these NEOs in a competitive environment for highly skilled senior executive talent in the biotechnology and pharmaceutical industry and to provide an incentive to obtain a broad release of claims in favor of the Company, we determined it was often necessary to offer severance benefits in the case of a termination without cause or constructive termination outside the context of a change of control transaction. Many companies provide severance benefits for similar types of terminations of employment, and we believe that it is important for us to offer these severance benefits in order to continue to provide a competitive total compensation program. These NEOs would also be entitled to certain termination benefits upon a termination of employment because of death or disability. We also maintain a Change of Control Severance Benefit Plan (the “CIC Plan”) that provides the NEOs with certain severance benefits if their employment is terminated in connection with a change of control. The CIC Plan was originally established in 2006, and no amendments have been made to the plan since that time that would increase the severance benefits available under the CIC Plan. Severance benefits under the CIC Plan are structured on a “double-trigger” basis, meaning that, in order to receive benefits under the CIC Plan, the executive must experience a termination without “cause” or resign for “good reason” in connection with a “change of control” (as such terms are defined in the CIC Plan), where termination occurs at the request of a third party in the context of discussions regarding a “change of control” or termination or resignation occurs during the 12 month period following a “change of control”. We believe that these change of control severance benefits are an important element of a competitive total compensation program. Additionally, we believe that providing change of control benefits should eliminate, or at least reduce, any reluctance of our NEOs and other key employees covered by the CIC Plan to diligently consider and pursue potential change of control opportunities that may be in the best interests of our stockholders. At the same time, by providing change of control benefits only upon the occurrence of an additional triggering event occurring in connection with the change of control transaction resulting in a job loss, we believe that this CIC Plan helps preserve the value of our key personnel for any potential acquiring company. Under the CIC Plan, the executive would be entitled to cash severance payment equal to twelve (12) months of base salary (twenty-four (24) months for Mr. Robin) and the target value of the executive’s annual incentive bonus; (ii) payment by us of the same portion of the executive’s COBRA premiums as we pay for active employees’ group health coverage for up to twelve (12) months (eighteen (18) months for Mr. Robin) following termination; (iii) provision of up to $5,000 for outplacement services received within twelve (12) months following termination; (iv) accelerated vesting of all unvested outstanding stock options and other outstanding equity awards; and (v) except for Dr. Zalevsky, a “gross up” payment for any excise taxes imposed under Section 4999 of the Internal Revenue Code once a 10% cutback threshold is exceeded. The excise tax gross-up was included in the CIC Plan as originally adopted in 2006 to make the participants whole for any adverse tax consequences to which they may become subject under Section 4999 of the Internal Revenue Code and to avoid unintended differences in net severance based on individual factors like the date of hire and past option exercise decisions, which preserves the level of change of control severance protections that we have determined to be appropriate. At the time the CIC Plan was established, we believed this excise tax gross-up protection was a reasonable part of a competitive total compensation package and generally consistent with industry practice at the time. On April 5, 2011, the board of directors amended the CIC Plan to eliminate any “gross up” payments for any excise taxes imposed under Section 4999 of the Internal Revenue Code for participants who became eligible to participate in the CIC Plan on or after January 1, 2010. The board of directors decided to eliminate this tax gross-up provision under the plan for new participants based on its review of current industry practices. The “Potential Payments Upon Termination or Change of Control” section below describes and quantifies the severance and other benefits potentially payable to the NEOs directly employed by the Company.

  59. EQUITY AWARDS GRANT POLICY

    EQUITY AWARDS GRANT POLICY As discussed above, the Organization and Compensation Committee reviews our executive compensation at its regularly scheduled meeting in December of each year and then recommends to the board of directors to approve annual equity grants for our executives in December of each year. The Organization and Compensation Committee has also delegated certain limited authority to a committee comprised of management representatives to grant equity awards under our stock incentive plan to employees who are not executive officers or directors of the Company. Historically, we have granted equity awards to non-executive employees in December of each year in connection with annual performance reviews. In addition to the annual grants, equity awards may be granted at other times during the year to new hires, employees receiving promotions, and in other circumstances. We do not have any policy or practice to grant or determine the terms of equity awards in coordination with release of material non-public information. During 2025, the board of directors and Organization and Compensation Committee did not take into account any material nonpublic information when determining the timing and terms of equity awards. We do not time our equity award grants either to take advantage of a depressed stock price, or an anticipated increase in stock price, and we have limited the amount of discretion that can be exercised in connection with the timing of equity award grants. We also do not time the release of material nonpublic information based on equity award grant dates. During 2025, we did not grant stock options to any of our NEOs during any period beginning four business days before and ending one business day after the filing or furnishing of a Form 10-Q, 10-K or 8-K that discloses material nonpublic information.

  60. SUMMARY COMPENSATION TABLE—FISCAL 2023-2025

    SUMMARY COMPENSATION TABLE—FISCAL 2023-2025

  61. SUMMARY COMPENSATION TABLE—FISCAL 2023-2025

    | Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards ($)(3)(4) (e) | Option Awards ($)(5) (f) | Non-Equity Incentive Plan Compensation ($)(6) (g) | All Other Compensation ($) (i) | Total Compensation ($) (j) | | Howard W. Robin President and Chief Executive Officer | 2025 | 1,106,282 | — | 942,081 | 2,986,535 | 1,106,282 | 115,774 (7) | 6,256,954 | | | 2024 | 1,084,590 | — | — | 1,596,122 | 976,131 | 105,850 | 3,762,693 | | | 2023 | 1,084,590 | — | — | 927,160 | 1,030,361 | 93,465 | 3,135,576 | | Sandra Gardiner(1) Interim Chief Financial Officer | 2025 | | | | | | 686,400(8) | 686,400 | | | 2024 | — | — | — | — | — | 460,850 | 460,850 | | | 2023 | — | — | — | — | — | 376,300 | 376,300 | | Mark A. Wilson(2) Former Chief Legal Officer | 2025 | 645,950(9) | — | — | — | — | 21,951(10) | 667,901 | | | 2024 | 540,000 | — | — | 399,030 | 336,600 | 21,697 | 1,297,327 | | | 2023 | 540,000 | — | — | 231,790 | 307,800 | 20,878 | 1,100,468 | | Jonathan Zalevsky, Ph.D. Chief Research and Development Officer | 2025 | 717,560 | — | 271,750 | 861,497 | 452,000 | 17,551(11) | 2,320,358 | | | 2024 | 703,490 | — | — | 460,420 | 431,885 | 15,825 | 1,611,620 | | | 2023 | 703,490 | — | — | 178,300 | 400,989 | 490,585 | 1,773,364 |

  62. SUMMARY COMPENSATION TABLE—FISCAL 2023-2025

    | (1) Ms. Gardiner was appointed our Interim Chief Financial Officer as of April 17, 2023. Ms. Gardiner is a partner at FLG Partners and provides services as Interim Chief Financial Officer as an outside consultant pursuant to a consulting agreement between the Company and FLG Partners (“Gardiner Consulting Agreement”), and is not employed or directly compensated by the Company. |

  63. SUMMARY COMPENSATION TABLE—FISCAL 2023-2025

    | (2) Mr. Wilson served as our Chief Legal Officer until December 31, 2025, the last date of Mr. Wilson’s employment with the Company. The amount of base salary reported reflects the amount of base salary paid to Mr. Wilson in 2025 up to the last date of his employment with the Company. Mr. Wilson did not receive any grants of stock awards or option awards or non-equity incentive plan compensation in 2025. |

  64. SUMMARY COMPENSATION TABLE—FISCAL 2023-2025

    | (3) Amounts reported represent the aggregate grant date fair value of RSU awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”), based on the closing price of the Company’s common stock on the grant date and excluding the effects of estimated forfeitures. For a complete description of the assumptions made in determining the valuation, please refer to (i) Note 12 of our annual report on Form 10-K for the fiscal year ended December 31, 2025 and (ii) similar footnotes to our audited financial statements in our annual reports on Form 10-K for prior years when the awards were granted. |

  65. SUMMARY COMPENSATION TABLE—FISCAL 2023-2025

    | (4) 50% of the annual Stock Awards (RSUs) granted to the NEOs in 2025 were performance-based with vesting only to the extent a specified performance-based vesting condition is satisfied within four years of grant. If the performance-based vesting condition is satisfied, then the performance-based Stock Awards also remain subject to a time-based vesting requirement. The amounts reported in the “Stock Awards” column of the table for 2025 include the grant date fair value of performance-based RSUs for the year, based on the probable outcome (determined as of the grant date in accordance with generally accepted accounting principles) of the performance-based conditions applicable to the awards. The grant date fair value of the performance-based RSUs for 2025, based on maximum outcome of the performance-based conditions appliable to the awards were: $942,081.16 for Mr. Robin and $271,750 for Dr. Zalevsky. |

  66. SUMMARY COMPENSATION TABLE—FISCAL 2023-2025

    | (5) Amounts reported represent the aggregate grant date fair value of the stock options granted in the applicable year computed in accordance with FASB ASC Topic 718, which excludes the effects of estimated forfeitures. For a complete description of the assumptions made in determining the valuation, please refer to (i) Note 12 of our annual report on Form 10-K for the fiscal year ended December 31, 2025 and (ii) similar footnotes to our audited financial statements in our annual reports on Form 10-K for prior years when the awards were granted. |

  67. SUMMARY COMPENSATION TABLE—FISCAL 2023-2025

    | (6) Amounts reported for 2023, 2024, 2025 represent amounts earned under the Incentive Compensation Plan for that year or, for Mr. Robin, under his amended and restated offer letter effective as of December 1, 2008. |

  68. SUMMARY COMPENSATION TABLE—FISCAL 2023-2025

    | (7) Includes (i) life insurance premiums of $51,101, (ii) group term life insurance premiums of $50,723, (iii) a $12,000 contribution to the Company’s 401(k) plan, and (iv) $1,950 for long term disability post tax. |

  69. SUMMARY COMPENSATION TABLE—FISCAL 2023-2025

    | (8) Consists of consulting fees paid to FLG Partners, LLC, pursuant to the Gardiner Consulting Agreement, in connection with Ms. Gardiner’s services as Interim Chief Financial Officer. |

  70. SUMMARY COMPENSATION TABLE—FISCAL 2023-2025

    | (9) Includes payment to Mr. Wilson upon his departure from the Company for accrued and unused paid time off in accordance with Company policy. |

  71. SUMMARY COMPENSATION TABLE—FISCAL 2023-2025

    | (10) Includes (i) life insurance premiums of $1,449, (ii) group term life insurance premiums of $2,902, (iii) a $12,000 contribution to the Company’s 401(k) plan, (iv) a $3,650 contribution to the Health Savings Account and (v) $1,950 for long term disability post tax. |

  72. SUMMARY COMPENSATION TABLE—FISCAL 2023-2025

    | (11) Includes (i) life insurance premiums of $784, (ii) group term life insurance premiums of $2,880, (iii) a $12,000 contribution to the Company’s 401(k) plan, and (iv) a $1,887 10-year service award. |

  73. GRANTS OF PLAN BASED AWARDS IN 2025

    GRANTS OF PLAN BASED AWARDS IN 2025 The following table shows, for the fiscal year ended December 31, 2025, certain information regarding grants of plan-based awards to the NEOs(1).

  74. GRANTS OF PLAN BASED AWARDS IN 2025

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) (i) | All Other Option Awards: Number of Securities Underlying Options (#)(5) (j) | Exercise or Base Price of Option Awards ($/sh)(6) (k) | Grant Date Fair Value of Stock and Option Awards ($)(7) (l) | | Name (a) | Grant Date (b) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | | | Howard W. Robin | | | | | | | | | | | | | Annual Incentive Award | N/A | | 1,106,282 | 2,212,564 | | | | | | | | | Stock Options | 12/22/2025 | | | | | | | | 86,667 | $43.48 | $2,986,535 | | Restricted Stock Units | 12/22/2025 | | | | | 21,667 | | | | | | | Restricted Stock Units | 12/22/2025 | | | | | | | 21,667 | | | $942,081 | | Jonathan Zalevsky | | | | | | | | | | | | | Annual Incentive Award | N/A | | 430,536 | 861,072 | | | | | | | | | Stock Options | 12/22/2025 | | | | | | | | 25,000 | $43.48 | $861,497 | | Restricted Stock Units | 12/22/2025 | | | | | 6,250 | | | | | | | Restricted Stock Units | 12/22/2025 | | | | | | | 6,250 | | | $271,750 |

  75. GRANTS OF PLAN BASED AWARDS IN 2025

    | (1) Ms. Gardiner did not receive any equity grants in 2025 and does not participate in our Incentive Compensation Plan. Mr. Wilson , our former Chief Legal Officer, did not receive any Annual Incentive Award or equity grants in 2025 because his employment with the Company ended on December 31, 2025. |

  76. GRANTS OF PLAN BASED AWARDS IN 2025

    | (2) Amounts reported represent the potential short-term incentive compensation amounts payable for our 2025 fiscal year under our Incentive Compensation Plan (or for Mr. Robin, the potential amounts payable under his offer letter). The amounts reported represent each NEO’s target and maximum possible payments for 2025. Because actual payments to the NEOs could range from 0% to 200% of their target bonus, no threshold payment amount has been established for the NEOs. The actual short-term incentive bonus amount earned by each NEO for 2025 is reported in Column (g) (Non-Equity Incentive Plan Compensation) of the Summary Compensation Table—Fiscal 2023-2025 above. |

  77. GRANTS OF PLAN BASED AWARDS IN 2025

    | (3) The performance-based RSU grants are subject to both a four-year time-based vesting requirement (quarterly pro-rata vesting) and the achievement of specified performance criteria within four years of grant. There are no thresholds or maximums for such performance-based RSUs. For additional information regarding these equity awards, see the Outstanding Equity Awards At Fiscal Year-End For 2025, below. |

  78. GRANTS OF PLAN BASED AWARDS IN 2025

    | (4) These RSU grants are subject to a four-year quarterly pro-rata time vesting requirement. |

  79. GRANTS OF PLAN BASED AWARDS IN 2025

    | (5) These stock option grants are subject to a four-year monthly pro-rata time vesting requirement. |

  80. GRANTS OF PLAN BASED AWARDS IN 2025

    | (6) The exercise price is the closing price of our common stock on the date of grant. |

  81. GRANTS OF PLAN BASED AWARDS IN 2025

    | (7) See Note 12 of our annual report on form 10-K for the fiscal year ended December 31, 2025 for the relevant assumptions used to determine the grant date fair value of the stock options granted during 2025. The grant date fair value of the RSUs was based on the closing price of our common stock on the grant date. The amounts reflected in this column for RSUs granted during 2025 that are subject to performance-based vesting conditions represent the grant date fair value of these awards based on the probable outcome (determined as of the grant date in accordance with applicable accounting rules) of the performance-based conditions applicable to the awards. |

  82. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025 The following table includes certain information with respect to the value of all unexercised stock options and outstanding equity awards previously awarded to the NEOs as of December 31, 2025.

  83. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025

    | | | Option Awards | | | | Stock Awards | | | | | | Name (a) | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price ($) (e) | Option Expiration Date(3) (f) | Number of Shares or Units of Stock That Have Not Vested (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) | Equity Incentive Plan Awards: Market or Payout value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) (j) | | Howard W. Robin | 12/14/2018 | 9,223 | | | 547.65 | 12/13/2026 | | | | | | | 12/14/2018 | 9,223 | | | 547.65 | 12/13/2026 | | | | | | | 12/12/2019 | 11,176 | | | 326.85 | 12/11/2027 | | | | | | | 12/12/2019 | 11,176 | | | 326.85 | 12/11/2027 | | | | | | | 12/12/2019 | 2,973 | | | 326.85 | 12/11/2027 | | | | | | | 12/18/2020 | 12,710 | | | 281.25 | 12/17/2028 | | | | | | | 12/18/2020 | 12,710 | | | 281.25 | 12/17/2028 | | | | | | | 12/16/2021 | 14,916 | | | 198.30 | 12/15/2029 | | | | | | | 12/16/2021 | | | 14,916(5) | 198.30 | 12/15/2029 | | | | | | | 12/16/2021 | | | | | | | | 8,403(6) | 355,279 | | | 08/15/2022 | 54,750 | | | 73.65 | 08/14/2030 | | | | | | | 08/15/2022 | 54,750 | | | 73.65 | 08/14/2030 | | | | | | | 12/13/2023 | 57,768 | 28,898(7) | | 7.48 | 12/12/2031 | | | | | | | 12/13/2023 | 57,768 | 28,898(8) | | 7.48 | 12/12/2031 | | | | | | | 12/13/2024 | 21,660 | 65,006(9) | | 15.15 | 12/12/2032 | | | | | | | 12/13/2024 | | | 86,666(10) | 15.15 | 12/12/2032 | | | | | | | 12/22/2025 | | 86,667(9) | | 43.48 | 12/21/2033 | | | | | | | 12/22/2025 | | | | | | 21,667(11) | 916,081 | | | | | 12/22/2025 | | | | | | | | 21,667(12) | 916,081 | | Sandra Gardiner(1) | | | | | | | | | | | | Mark A. Wilson(2) | 12/14/2018 | 681 | | | 547.65 | 3/31/2026 | | | | | | | 12/12/2019 | 2,386 | | | 326.85 | 3/31/2026 | | | | | | | 12/12/2019 | 2,386 | | | 326.85 | 3/31/2026 | | | | | | | 12/12/2019 | 773 | | | 326.85 | 3/31/2026 | | | | | | | 12/18/2020 | 3,400 | | | 281.25 | 3/31/2026 | | | | | | | 12/18/2020 | 3,400 | | | 281.25 | 3/31/2026 | | | | | | | 12/16/2021 | 4,476 | | | 198.30 | 3/31/2026 | | | | | | | 08/15/2022 | 22,125 | | | 73.65 | 3/31/2026 | | | | | | | 08/15/2022 | 22,125 | | | 73.65 | 3/31/2026 | | | | | | | 12/13/2023 | 14,424 | | | 7.48 | 3/31/2026 | | | | | | | 12/13/2023 | 14,424 | | | 7.48 | 3/31/2026 | | | | | | | 12/13/2024 | 5,412 | | | 15.15 | 3/31/2026 | | | | |

  84. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025

    | | | Option Awards | | | | Stock Awards | | | | | | Name (a) | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price ($) (e) | Option Expiration Date(3) (f) | Number of Shares or Units of Stock That Have Not Vested (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) | Equity Incentive Plan Awards: Market or Payout value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) (j) | | Jonathan Zalevsky, Ph. D. | 12/14/2018 | 3,226 | | | 547.65 | 12/13/2026 | | | | | | | 12/14/2018 | 3,226 | | | 547.65 | 12/13/2026 | | | | | | | 10/01/2019 | 10,000 | | | 276.45 | 9/30/2027 | | | | | | | 12/12/2019 | 4,770 | | | 326.85 | 12/11/2027 | | | | | | | 12/12/2019 | 4,770 | | | 326.85 | 12/11/2027 | | | | | | | 12/12/2019 | 1,340 | | | 326.85 | 12/11/2027 | | | | | | | 12/18/2020 | 4,766 | | | 281.25 | 12/17/2028 | | | | | | | 12/18/2020 | 4,766 | | | 281.25 | 12/17/2028 | | | | | | | 12/16/2021 | 6,266 | | | 198.30 | 12/15/2029 | | | | | | | 12/16/2021 | | | 6,266(5) | 198.30 | 12/15/2029 | | | | | | | 12/16/2021 | | | | | | | | 3,530(6) | 149,248 | | | 08/15/2022 | 18,000 | | | 73.64 | 08/14/2030 | | | | | | | 08/15/2022 | 18,000 | | | 73.64 | 08/14/2030 | | | | | | | 12/13/2023 | 11,098 | 5,568(7) | | 7.48 | 12/12/2031 | | | | | | | 12/13/2023 | 11,098 | 5,568(8) | | 7.48 | 12/12/2031 | | | | | | | 12/13/2024 | 6,240 | 18,760(9) | | 15.15 | 12/12/2032 | | | | | | | 12/13/2024 | | | 25,000(10) | 15.15 | 12/12/2032 | | | | | | | 12/22/2025 | | 25,000(9) | | 43.48 | 12/21/2033 | | | | | | | 12/22/2025 | | | | | | 6,250(11) | | | 264,250 | | | 12/22/2025 | | | | | | | | 6,250(12) | 264,250 |

  85. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025

    | (1) Ms. Gardiner was appointed our Interim Chief Financial Officer as of April 17, 2023. Ms. Gardiner is a partner at FLG Partners and provides services as Interim Chief Financial Officer as an outside consultant pursuant to a consulting agreement between the Company and FLG Partners and is not employed or directly compensated by the Company. Ms. Gardiner has not received any equity awards. |

  86. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025

    | (2) Mr. Wilson served as our Chief Legal Officer until December 31, 2025, the last date of Mr. Wilson’s employment with the Company. All stock options and RSUs awarded to Mr. Wilson that were unvested as of December 31, 2025 were forfeited. |

  87. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025

    | (3) The expiration date shown is the normal expiration date occurring on the eighth anniversary of the grant date, which is the latest date that the stock options may be exercised. Stock options may terminate earlier in certain circumstances, such as in connection with an NEO’s termination of employment or in connection with certain corporate transactions, including a change of control. Due to Mr. Wilson’s termination of employment and pursuant to the terms of the stock option award agreements, Mr. Wilson’s vested stock options expire on March 31, 2026, which is three months after his last date of employment with the Company. |

  88. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025

    | (4) Restricted stock unit market value is calculated based on $42.28 per share, the closing price of our common stock on December 31, 2025. |

  89. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025

    | (5) The performance-based stock options are subject to both a four-year time-based vesting requirement (monthly pro-rata vesting) and the achievement of specified performance criteria within five years of grant, subject to the executive’s continued service through each vesting date. The underlying performance criteria is tied to the achievement of commercial sale of bempegaldesleukin and because of our termination of all clinical development activities of bempegaldesleukin, the achievement of these performance criteria is no longer realistically feasible. |

  90. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025

    | (6) The performance-based RSUs are subject to both a three year time-based vesting requirement (quarterly pro-rata vesting) and the achievement of specified performance criteria within five years of grant, subject to the executive’s continued service through each vesting date. The underlying performance criteria is tied to the achievement of commercial sale of bempegaldesleukin and because of our termination of all clinical development activities of bempegaldesleukin, the achievement of these performance criteria is no longer realistically feasible. |

  91. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025

    | (7) The stock options vest pro-rata on a monthly basis over a period of three years from the date of grant, subject to the executive’s continued service through each vesting date. |

  92. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025

    | (8) The performance-based stock options are subject to both a three-year time-based vesting requirement (monthly pro-rata vesting) and the achievement of specified performance criteria within three years of grant, subject to the executive’s continued service through each vesting date. The Organization and Compensation Committee determined on July 17, 2025 that all required performance criteria had |

  93. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025

    been achieved. In accordance with the terms of the grant, on August 19, 2025, approximately 5/9th of the performance-based stock options granted vested, which will be followed by continued monthly pro-rata vesting of the remainder.

  94. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025

    | (9) The stock options vest pro-rata on a monthly basis over a period of four years from the date of grant, subject to the executive’s continued service through each vesting date. |

  95. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025

    | (10) The performance-based stock options are subject to both a five-year time-based vesting requirement (monthly pro-rata vesting) and the achievement of specified performance criteria within five years of grant, subject to the executive’s continued service through each vesting date. |

  96. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025

    | (11) The RSUs vest pro-rata on a quarterly basis over a four-year period from the date of grant. |

  97. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025

    | (12) The performance-based RSUs are subject to both a four-year time-based vesting requirement (monthly pro-rata vesting) and the achievement of specified performance criteria within four years of grant, subject to the executive’s continued service through each vesting date. |

  98. OPTION EXERCISES AND STOCK VESTED IN 2025

    OPTION EXERCISES AND STOCK VESTED IN 2025 The following table includes certain information with respect to the exercise of stock options and vesting of stock awards held by the NEOs during the fiscal year ended December 31, 2025.

  99. OPTION EXERCISES AND STOCK VESTED IN 2025

    | Name (a) | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c)(1) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e)(2) | | Howard W. Robin | — | — | 20,802 | 624,099 | | Sandra Gardiner | — | — | — | — | | Mark A. Wilson(3) | — | — | 7,449 | 199,532 | | Jonathan Zalevsky, Ph.D. | — | — | 7,166 | 222,998 |

  100. OPTION EXERCISES AND STOCK VESTED IN 2025

    | (1) The value realized upon the exercise of stock options is calculated by (a) subtracting the stock option exercise price from the market price on the date of exercise to get the realized value per share, and (b) multiplying the realized value per share by the number of shares underlying the stock options exercised. |

  101. OPTION EXERCISES AND STOCK VESTED IN 2025

    | (2) The value realized upon vesting of RSUs is calculated by multiplying the number of RSUs vested by the market price on the vest date. |

  102. OPTION EXERCISES AND STOCK VESTED IN 2025

    | (3) Mr. Wilson served as our Chief Legal Officer until December 31, 2025, the last date of Mr. Wilson’s employment with the Company. |

  103. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL The following section describes the benefits that may become payable to the employee NEOs in connection with their termination of employment with us or in connection with a change of control. Please see “Compensation Discussion and Analysis—Severance and Change of Control Benefits” for a discussion of how the payments and benefits presented below were determined.

  104. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  105. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1),(2),(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1),(2),(3) ($) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($ Millions) | | | | | | | TSR ($) | Peer Group TSR ($) | | | 2025 | 6,256,954 | 14,140,399 | 1,224,886 | 1,923,109 | 16.58 | 124.75 | (164) | | 2024 | 3,762,693 | 5,354,245 | 1,123,266 | 1,427,279 | 5.47 | 93.49 | (119) | | 2023 | 3,135,576 | (773,200) | 1,122,330 | (2,644) | 3.32 | 94.03 | (276) | | 2022 | 11,275,830 | (8,738,814) | 3,091,330 | (3,426,582) | 13.29 | 89.90 | (368) | | 2021 | 11,153,616 | 8,032,023 | 4,377,734 | 3,290,039 | 79.47 | 100.02 | (524) |

  106. PAY VERSUS PERFORMANCE

    | (1) Howard W. Robin was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  107. PAY VERSUS PERFORMANCE

    | 2021 | 2022 | 2023 | 2024-2025 | | Gil M. Labrucherie | Gil M. Labrucherie | Jillian B. Thomsen | Sandra Gardiner | | Mark A. Wilson | Jillian B. Thomsen | Sandra Gardiner | Mark A. Wilson | | Jonathon Zalevsky | Mark A. Wilson | Mark A. Wilson | Jonathan Zalevsky | | John Northcott | Jonathon Zalevsky | Jonathon Zalevsky | | | | John Northcott | | |

  108. PAY VERSUS PERFORMANCE

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  109. PAY VERSUS PERFORMANCE

    | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |

  110. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2025 | 6,256,954 | (3,928,616) | 11,812,061 | 14,140,399 |

  111. PAY VERSUS PERFORMANCE

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 1,224,886 | (377,749) | 1,075,972 | 1,923,109 |

  112. PAY VERSUS PERFORMANCE

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  113. PAY VERSUS PERFORMANCE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2025 | 4,719,276 | 4,839,837 | — | 2,252,948 | — | 11,812,061 |

  114. PAY VERSUS PERFORMANCE

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non- PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 453,773 | 415,572 | — | 366,491 | (159,864) | 1,075,972 |

  115. PAY VERSUS PERFORMANCE

    | 4. | The Peer Group TSR set forth in this table utilizes the NASDAQ Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Form 10-K for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the NASDAQ Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  116. PAY VERSUS PERFORMANCE

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the five most recently completed fiscal years for the Company. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years. We believe that our compensation structure supports our business strategy while successfully aligning executive focus and interests with those of the Company and our stockholders. We seek to incentivize long-term performance and achievement of milestones that are important to building sustained success for the Company. Our compensation structure includes several elements that collectively provide an effective compensation strategy that supports our philosophy of pay for performance. As discussed in the Compensation Discussion and Analysis section, the performance-based component of our NEOs’ compensation is tied to the achievement of critical objective, performance milestones and annual corporate goals, which we believe provides strong performance incentives to our executives.