DEF 14A of Precigen, Inc., Apr 30, 2026

DEF 14A of Precigen, Inc.

Filed Apr 30, 2026 · FY20250001140361-26-018214

Open on EDGAR

  1. THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON June 18, 2026

    | | Page | | ALL OTHER COMPENSATION TABLE FOR 2025 | 44 | | GRANTS OF PLAN-BASED AWARDS FOR 2025 | 45 | | OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END | 46 | | STOCK AWARDS VESTED FOR 2025 | 47 | | POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL | 48 | | Employment Agreements with Named Executive Officers | 48 | | Employment Agreement with Dr. Sabzevari | 48 | | Stock Option and RSU Provisions | 49 | | Potential Payments | 50 | | PAY VERSUS PERFORMANCE | 52 | | CEO PAY RATIO | 55 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 56 | | Sales of Unregistered Securities | 56 | | Policies and Procedures for Related Person Transactions | 56 | | EQUITY COMPENSATION PLAN INFORMATION | 58 | | PROPOSAL 4 APPROVAL OF AN AMENDMENT TO THE PRECIGEN, INC. 2023 OMNIBUS INCENTIVE PLAN (THE “2023 PLAN”) | 59 | | Overview | 59 | | Share Increase | 59 | | Text of the 2023 Plan Amendment No. 3 | 61 | | Summary of the Material Terms of the 2023 Plan | 61 | | Material U.S. Federal Income Tax Consequences of Awards under the 2023 Plan | 66 | | Registration with the SEC | 66 | | New Plan Benefits | 67 | | Existing Plan Benefits to Named Executive Officers and Others | 67 | | Board Recommendation | 67 | | CERTAIN MATTERS RELATING TO PROXY MATERIALS AND ANNUAL REPORTS | 68 | | Electronic Access of Proxy Materials and Annual Reports | 68 | | “Householding” of Proxy Materials and Annual Reports for Record Owners | 68 | | Separate Copies for Beneficial Owners | 68 | | OTHER MATTERS | 69 | | ANNEX A AMENDMENT NO. 3 TO PRECIGEN, INC. 2023 OMNIBUS INCENTIVE PLAN | A-1 |

  2. Compensation Committee

    | • | reviewing and making recommendations to the Board regarding the compensation of non-employee directors, including the Chairman; |

  3. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  4. Background

    Background Upon the recommendation of the Nominating and Governance Committee, the Board has unanimously nominated nine incumbent directors, each of whom were elected by our shareholders at our 2025 Annual Meeting of Shareholders. All nine have been nominated for election to the Board at the Annual Meeting and to hold office until their successors have been elected and qualified or until their earlier resignation or removal. Each nominee has consented to being named as such and to serve as a director if elected. Our Bylaws provide that, in uncontested director elections (i.e., an election where the number of nominees is not greater than the number of directors to be elected), a nominee for director will be elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. However, directors will be elected by a plurality of the votes cast at any meeting of the shareholders for which (i) the Corporate Secretary receives a notice that a shareholder has nominated a person for election to the Board in compliance with the advance notice requirements for shareholder nominees for director set forth in the Bylaws and (ii) such nomination has not been withdrawn by such shareholder on or prior to the 10th day preceding the date we first mail the notice of meeting for such meeting to the shareholders (i.e., if there is a contested director election). If directors are to be elected by a plurality of the votes cast, the shareholders may withhold votes, but will not be permitted to vote against a nominee. Our Corporate Governance Guidelines provide that any nominee for director in an uncontested election who receives a greater number of shareholder votes cast “against” his or her election than votes “for” his or her election must, promptly following certification of the shareholder vote, tender his or her resignation to the Board for consideration. The Nominating and Governance Committee will then evaluate the best interests of the Company and will recommend to the Board whether to accept or reject the tendered resignation. Following the Board’s receipt of this recommendation and determination as to whether to accept the resignation, we will disclose the Board’s decision and an explanation of how the decision was reached. There were no nominee recommendations from shareholders or from any group of shareholders submitted in accordance with our Bylaws. Proxies solicited by the Board will be voted in favor of the nominees listed below unless otherwise specified in the proxy. We know of no reason why the nominees would not be available for election or, if elected, would be unable to serve. While we do not anticipate that any of the nominees will be unable to serve, if any should be unable to serve, the proxy holders reserve the right to substitute another person designated by the Board or the Board may reduce its size.

  5. Board Recommendation

    Board Recommendation

  6. THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ALL OF THE

    THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ALL OF THE DIRECTOR NOMINEES.

  7. Nominees for Election as Directors

    Nominees for Election as Directors Set forth below is information for each nominee concerning the individual’s age, principal occupation, employment and directorships during the past five years, positions with the Company, the year in which he or she first joined the Board, and his or her term of office as a director. Also set forth below is a brief discussion of the specific experience, qualifications, attributes, or skills that led to the Board’s conclusion that, in light of our business and structure, each nominee should serve as a director.

  8. Nominees for Election as Directors

    | Name, Tenure, and Age | Business Experience During Past Five Years and Other Affiliations | | Randal Kirk Chairman of the Board Director since 2008 Age 72 | Mr. Kirk currently serves as our Chairman of the Board since April 2026. Previously, Mr. Kirk served as our Executive Chairman of the Board from January 2020 until April 2026. Prior to that, Mr. Kirk served as our Chairman of the Board from February 2008 until December 2019, and as our Chief Executive Officer from April 2009 until December 2019. Mr. Kirk provides a wealth of strategic, operational and management experience. Mr. Kirk currently serves as Chairman and Senior Managing Director of Third Security, LLC, an investment management firm founded by Mr. Kirk in March 1999. Additionally, Mr. Kirk founded and became Chairman of the Board of New River Pharmaceuticals Inc. (a biopharmaceutical company previously traded on Nasdaq prior to its acquisition by Shire Plc in 2007) in 1996, and was its President and Chief Executive Officer between October 2001 and April 2007. Since May 2015, Mr. Kirk has served as a member of the board of directors of the Edward Via College of Osteopathic Medicine. Previously, Mr. Kirk served as a member of the board of directors of Scios, Inc. (previously traded on Nasdaq prior to its acquisition by Johnson & Johnson) between February 2000 and May 2002, as a member of the board of directors of Halozyme Therapeutics, Inc. (Nasdaq: HALO), a clinical-stage biotechnology company, from May 2007 to May 2018, as a member of the board of directors of ZIOPHARM Oncology, Inc. (Nasdaq: ZIOP), a biotechnology company, from January 2011 to October 2018 and as a member of the board of directors of Clinical Data, Inc. (previously traded on Nasdaq prior to its acquisition by Forest Laboratories, Inc. in April 2011) from September 2002 to April 2011, and was Chairman of its board of directors from December 2004 to April 2011. Mr. Kirk served on the board of visitors of Radford University from July 2003 to June 2009, was Rector of the board of directors from September 2006 to September 2008 and served on the board of directors of the Radford University Foundation, Inc. from September 1998 to May 2011. He served on the board of visitors of the University of Virginia and Affiliated Schools from July 2009 to October 2012, on the Virginia Advisory Council on Revenue Estimates from July 2006 to October 2012 and on the Governor’s Economic Development and Jobs Creation Commission from April 2010 to October 2012. Mr. Kirk received a B.A. in Business from Radford University and a J.D. from the University of Virginia. We believe that Mr. Kirk’s business experience, including his extensive business experience as CEO of multiple companies, his experience as an investor, his service on committees of academic institutions and other public company boards, combined with his business acumen and judgment, provides the Board with valuable strategic and operational expertise and leadership skills. |

  9. Nominees for Election as Directors

    | Name, Tenure, and Age | Business Experience During Past Five Years and Other Affiliations | | Nancy Howell Agee Director Member of Nominating and Governance Committee Age 73 | Ms. Howell Agee has served as a Board member since July 2024. Ms. Howell Agee was the Chief Executive Officer of Carilion Clinic, a health care organization, from 2011 until her retirement in 2024, where she previously served as President and Chief Executive Officer, Executive Vice President and Chief Operating Officer. Ms. Howell Agee serves as a director on two other public company boards — Atlantic Union Bankshares Corp. (NYSE: AUB), where she has served since May 2024, and RGC Resources, Inc. (Nasdaq: RGCO), where she has served since 2011. She is chair of the Virginia Foundation for Independent Colleges and recent past chair of GO Virginia. She is a member of the Virginia Business Council, the Virginia Business Higher Education Council and formerly on the Governor’s Advisory Council on Revenue Estimates. She is a Fellow in the National Association of Corporate Directors. She is also the former Chair of the American Hospital Association. Ms. Howell Agee received a B.S. in Nursing from the University of Virginia, a Master of Science in Nursing from Emory University and attended the Kellogg School of Management at Northwestern University. She received honorary doctorate degrees from Roanoke College, Jefferson College of Health Sciences and the Virginia College of Osteopathic Medicine. We believe Ms. Howell Agee brings extensive leadership experience as President and Chief Executive Officer of a large healthcare organization to our Board. | | Cesar Alvarez Director since 2008 Chair of Nominating and Governance Committee Age 78 | Mr. Alvarez has served as a Board member since 2008. Mr. Alvarez has been the Senior Chairman of the international law firm of Greenberg Traurig, LLP since 2012. He previously served as the law firm’s Chairman and Chief Executive Officer from 1997 to 2012. During his tenure as Chief Executive Officer and Chairman, Mr. Alvarez led the firm to become one of the top ten law firms in the United States by leading its growth from 325 lawyers in eight offices to approximately 1,850 attorneys and government professionals in more than 36 locations in the United States, Europe, Asia, and Latin America. Mr. Alvarez also serves as Vice-Chairman of the board of directors of Watsco, Inc. (NYSE: WSO), a distributor of air conditioning, heating and refrigeration equipment and related parts and supplies; and a director of The St. Joe Company (NYSE: JOE), a real estate development company. Mr. Alvarez holds a Bachelor of Science, a Master of Business Administration, and a Juris Doctor from the University of Florida. We believe Mr. Alvarez’s qualifications to serve on the Board include his experience as Chief Executive Officer, Chairman, and Senior Chairman of one of the nation’s largest law firms with approximately $2.9 billion in revenues with 3,100 law professionals providing services in 49 locations across the country and abroad, as well as his many years of corporate experience, both advising clients in the fields of corporate and securities and serving on the boards of directors of publicly traded and private companies. | | Steven Frank Director since 2008 Age 66 | Mr. Frank has served as a Board member since February 2008. Mr. Frank has served as a member of the board of BioCryst Pharmaceuticals, Inc. since May 2025. Mr. Frank joined J.P. Morgan Securities LLC, an investment bank, in June 2008 and currently serves as Chairman of Global Healthcare Investment Banking. Mr. Frank had previously been the head of Bear Stearns’ Worldwide Health Care Investment Banking group in New York for 16 years and has provided general investment banking services to all types of healthcare companies. Specifically, Mr. Frank has led or played major roles in hundreds of mergers and acquisitions and financing transactions across the spectrum of deal structures. He has specialized in transactions involving pharmaceutical, medical device, and biotechnology companies. Prior to joining Bear |

  10. Nominees for Election as Directors

    | Name, Tenure, and Age | Business Experience During Past Five Years and Other Affiliations | | | Stearns in 1993, Mr. Frank served for over ten years as an institutional investor, primarily at State Farm Insurance Company, where he focused on a multibillion-dollar life-sciences portfolio. Mr. Frank holds a B.S. from Illinois State University and an M.B.A. from the University of Chicago. Mr. Frank also has been on the Executive Board of Frost Museum of Science since June 2020. We believe Mr. Frank’s extensive knowledge of our industry and of finance and capital structure strengthen the Board’s collective qualifications, skills, and experience. | | Vinita Gupta Director since 2017 Member of Nominating and Governance and Audit Committees Age 58 | Ms. Gupta has served as a Board member since April 2017. Since September 2012, Ms. Gupta has served as the chief executive officer of Lupin Limited (“Lupin”). Lupin, headquartered in Mumbai, India, is an innovation led global pharmaceutical company developing and delivering a wide range of branded and generic formulations, biotechnology products and APIs. Ms. Gupta has served as a director of Lupin since 2001 and serves on its Risk Management Committee. Ms. Gupta has held various positions at Lupin since joining the company in 1993. Ms. Gupta has served as the Chief Executive Officer and chairperson of Lupin Pharmaceuticals, Inc., the U.S. wholly owned subsidiary of Lupin, since 2003. Ms. Gupta served as director on the board of Lupin’s Japanese subsidiary Kyowa Pharmaceuticals from 2007 until the sale of that business in 2019. In 2017, Ms. Gupta also became a member of the Global Advisory Board at the Kellogg School of Management at Northwestern University. Ms. Gupta was named 2015 Ernst & Young Entrepreneur of the Year and won the 2016 Forbes India Leadership Awards — Entrepreneur of the Year. Ms. Gupta is regularly named in Forbes Asia Top 50 Power Business women listings for Asia Pacific. Ms. Gupta graduated from the University of Mumbai with a degree in pharmacy and received her MBA from the Kellogg School of Management at Northwestern University. We believe Ms. Gupta’s qualifications to serve on our Board include her strong leadership and management experience within the pharmaceutical industry, including serving as the chief executive officer of a global pharmaceutical corporation and her significant knowledge of operations, strategy, government relations, regulatory, finance and investments and mergers and acquisitions, including the fact that she was not only responsible for setting up Lupin’s business in the U.S. and Europe but was instrumental in formulating and executing strategies that have helped Lupin emerge as a global pharmaceutical corporation. | | Fred Hassan Director since 2016 Member of Compensation and Human Capital Management and Audit Committees Age 80 | Mr. Hassan has served as a Board member since June 2016. Mr. Hassan joined Warburg Pincus LLC, a global private equity investment institution, in 2010 and currently serves as Director. Previously, Mr. Hassan served as Chairman and Chief Executive Officer of Schering-Plough from 2003 to 2009. Before assuming these roles, from 2001 to 2003, Mr. Hassan was Chairman and Chief Executive Officer of Pharmacia Corporation, a company formed as a result of the merger of Monsanto Company and Pharmacia & Upjohn, Inc. He joined Pharmacia & Upjohn, Inc. as Chief Executive Officer in 1997. Mr. Hassan previously held leadership positions with Wyeth serving as Executive Vice President and was a member of the board from 1995 to 1997. Earlier in his career, he spent a significant tenure with Sandoz Pharmaceuticals and headed the company’s U.S. pharmaceuticals business. Mr. Hassan served as a director of Time Warner Inc. from October 2009 to June 2018 and as a director of Amgen, Inc. from July 2015 to May 2021. In the course of his career, he has held numerous directorships, including those at Avon Products, Inc. from |

  11. Nominees for Election as Directors

    | Name, Tenure, and Age | Business Experience During Past Five Years and Other Affiliations | | | 1999 to 2013, Bausch & Lomb from 2010 until its acquisition by Valeant Pharmaceuticals International, Inc. in 2013, and Valeant Pharmaceuticals International, Inc. from 2013 to 2014. Mr. Hassan has chaired notable pharmaceutical industry organizations including The Pharmaceutical Research and Manufacturers of America (PhRMA) and The International Federation of Pharmaceutical Manufacturers Associations (IFPMA) and as a member of The Business Council. He received a B.S. degree in chemical engineering from the Imperial College of Science and Technology at the University of London and an M.B.A. from Harvard Business School. We believe Mr. Hassan’s qualifications to serve on the Board include his strong leadership and management experience within our industry, including significant knowledge of operations, strategy, government relations, regulatory, finance and investments, and mergers and acquisitions. | | Jeffrey Kindler Director since 2011 Chair of Audit Committee and Member of Compensation and Human Capital Management Committee Age 70 | Mr. Kindler has served as a Board member since November 2011. Mr. Kindler has served as Chief Executive Officer of Centrexion Therapeutics since October 2013. Mr. Kindler serves on the boards of Terns Pharmaceutical, a clinical-stage biopharmaceutical company, Praxis Precision Medicines, Inc., a clinical stage biopharmaceutical company, and Lupin Inc., a transnational pharmaceutical company. Previously, Mr. Kindler was Chairman and CEO of Pfizer from 2006 until his retirement in December 2010, Vice President of Litigation and Legal Policy at General Electric Company, Executive Vice President and General Counsel at McDonald’s, and President at Partner Brands. Mr. Kindler also serves as a board member or advisor for several privately held companies and for several civic, charitable, educational and other organizations. Mr. Kindler received a B.A. from Tufts University and a J.D. from Harvard Law School. We believe Mr. Kindler brings leadership, extensive business, operating, legal and policy, and corporate strategy experience to the Board, along with extensive knowledge of several of the industries in which we operate as well as the fundamentals of our business. | | Helen Sabzevari Director since 2020 Age 64 | Dr. Sabzevari has served as a Board member since June 2020, as our President and Chief Executive Officer since January 2020, and as President of PGEN Therapeutics, Inc., our wholly owned subsidiary, from December 2017 until December 2022. From July 2017 to December 2017, Dr. Sabzevari served as our Senior Vice President, Health Therapeutics as well as Head of Research and Development. Dr. Sabzevari served as a board member of Kinnate Biopharma Inc. (Nasdaq: KNTE) from June 2021until its acquisition by XOMA Corporation in April 2024. Prior to joining the Company, from 2015 to 2017, Dr. Sabzevari co-founded and served as Chief Scientific Officer of Compass Therapeutics LLC, a fully integrated drug discovery and development company focused on manipulating the immune system to treat human disease. From 2008 to 2014, Dr. Sabzevari served as Senior Vice President of Immuno-Oncology as well as Global Head of Immunotherapy, Oncology, Global Research and Early Development at EMD Serono (a subsidiary of Merck KGaA, Darmstadt, Germany). From 1998 to 2008, Dr. Sabzevari led the Molecular Immunology Group at the Laboratory of Tumor Immunology and Biology at the US National Cancer Institute, where she was focused on design, development, and delivery of novel vaccines and immunotherapies for a range of human cancers. Dr. Sabzevari received her doctorate degree in cell and molecular immunology and completed her postdoctoral work at the department of immunology at the Scripps Research Institute, |

  12. Nominees for Election as Directors

    | Name, Tenure, and Age | Business Experience During Past Five Years and Other Affiliations | | | working on various immunotherapeutic modalities in the treatment of cancer and autoimmune diseases. Dr. Sabzevari’s contributions in the field of tumor immunology earned her the National Institutes of Health (NIH) merit award for major contribution to the field of cancer immunotherapy, and she has also received the Mass High Tech’s Women to Watch Award, the PharmaVOICE 100 Award (2013 and 2022), PharmaVOICE 100 Red Jacket award (2023), and the Society for Immunotherapy of Cancer (SITC) Team Science Award for her work on the NCI Cancer Immunotherapy Program Team. Dr. Sabzevari has been recognized on the Forbes 50 over 50: The Visionary List, Maryland’s Top 100 Women and PM360’s Elite 100 Strategists. We believe Dr. Sabzevari brings to the Board expertise in research and development of immunotherapy-based therapeutics, experience translating novel treatments from preclinical stage into the clinic, and extensive leadership experience and knowledge of the industry. | | James Turley Director since 2014 Chair of Compensation and Human Capital Management Committee Age 70 | Mr. Turley has served as a Board member since April 2014. Mr. Turley is retired after serving as the Chairman and Chief Executive Officer of Ernst & Young LLP (“Ernst & Young”) from 2001 to June 2013. From 1994 to 2001, Mr. Turley served as Regional Managing Partner of Ernst & Young. Mr. Turley has served on the board of directors of Citigroup Inc., a leading global bank, since 2013, Emerson Electric Co., a global leader in bringing technology and engineering together to provide innovative solutions for customers in industrial, commercial, and consumer markets around the world, since July 2013 and Northrop Grumman Corporation, a leading global security company providing innovative systems, products and solutions to government and commercial customers worldwide, since April 2015. Mr. Turley has also served as a board member of Kohler Company since April 2016 and ArchBridge Family Office since April 2019 (privately-held companies) and a board member of the Boy Scouts of America and the MUNY Theatre of St. Louis. Mr. Turley holds an undergraduate degree and a master’s degree in accounting from Rice University. We believe Mr. Turley’s extensive management experience as the former Chairman and Chief Executive Officer of one of the world’s largest accounting firms, his accounting and financial expertise, and his experience in serving on the boards of directors of publicly traded companies make him well qualified to serve on the Board. Having served as Chair and CEO of Ernst & Young, Mr. Turley developed significant expertise in the areas of compensation, litigation, corporate affairs, and corporate governance. |

  13. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  14. Non-Employee Director Compensation

    Non-Employee Director Compensation The compensation of our non-employee directors is established by the Compensation Committee and the Board. This compensation is periodically reviewed by the Compensation Committee based on market practice information provided by our outside compensation consultant, including peer group data, to ensure continued alignment with company goals and shareholder interest. Under our non-employee director compensation policy, our non-employee directors received in 2025 the compensation set forth in the table below. We also reimburse our non-employee directors for reasonable out-of-pocket expenses incurred in connection with attending Board and committee meetings.

  15. Non-Employee Director Compensation

    | Element of Compensation(6) | Compensation Amount(6) | | Annual Retainer for Board Chair(1) | $100,000 | | Annual Retainer for Other Board Members(1) | $50,000 | | Committee Chair Additional Retainer(1) | $12,500 | | Committee Member Additional Retainer(1) | $6,500 | | Annual Equity Awards for Board Chair | Options with a value of $250,000(2) | | | RSUs with a value of $250,000(3) | | Annual Equity Awards for Other Board Members | Options with a value of $125,000(2) | | | RSUs with a value of $125,000(3) | | Initial Appointment Equity Awards | Options with a value of $180,000(4) | | | RSUs with a value of $180,000(5) |

  16. Non-Employee Director Compensation

    | (1) Non-employee directors have the option to receive shares of common stock, valued at the fair market value at the time of issuance, in lieu of cash retainers. We do not issue, nor do we pay cash for, fractional shares. Annual retainer fees are payable in advance at the first regularly scheduled meeting of the Board for the calendar year. |

  17. Non-Employee Director Compensation

    | (2) All non-employee directors are entitled to an annual grant of options to purchase shares of common stock (with an exercise price equal to the fair market value on the date of grant), which are granted at the first regularly scheduled meeting of the Board for the calendar year and are fully vested at the time of grant. |

  18. Non-Employee Director Compensation

    | (3) All non-employee directors are entitled to an annual grant of RSUs, which are granted at the first regularly scheduled meeting of the Board for the calendar year and vest in full on the one year anniversary of the date of the grant, subject to continued Board service. |

  19. Non-Employee Director Compensation

    | (4) Any newly appointed non-employee director receives, upon appointment, a one-time grant of options to purchase shares of common stock (with an exercise price equal to the fair market value on the date of grant), with one quarter of such options vesting each year on the anniversary of appointment to the Board, subject to continued Board service. |

  20. Non-Employee Director Compensation

    | (5) Any newly appointed non-employee director receives, upon appointment, a one-time grant of RSUs, which vest in full on the one-year anniversary of appointment to the Board, subject to continued Board service. |

  21. Non-Employee Director Compensation

    | (6) The compensation elements and amounts for each non-employee director remained unchanged from the prior fiscal year. |

  22. Director Compensation Table for 2025

    Director Compensation Table for 2025 The following table discloses all compensation provided to the non-employee directors for the most recently completed fiscal year ended December 31, 2025:

  23. Director Compensation Table for 2025

    | Name(1) | Fees Earned or Paid in Cash(2) ($) | Stock Awards(3)(5) ($) | Option Awards(4)(5) ($) | Total ($) | | Randal Kirk | 100,000 | 250,000 | 250,000 | 600,000 | | Cesar Alvarez | 62,500 | 125,000 | 125,000 | 312,500 | | Steven Frank | 50,000 | 125,000 | 125,000 | 300,000 | | Jeffrey Kindler | 69,000 | 125,000 | 125,000 | 319,000 | | James Turley | 62,500 | 125,000 | 125,000 | 312,500 | | Fred Hassan | 63,000 | 125,000 | 125,000 | 313,000 | | Vinita Gupta | 63,000 | 125,000 | 125,000 | 313,000 | | Nancy Howell Agee | 56,500 | 125,000 | 125,000 | 306,500 |

  24. Director Compensation Table for 2025

    | (1) Dr. Sabzevari, our CEO, is a named executive officer and therefore the compensation she received is shown in the Summary Compensation Table and not included in this table. Dr. Sabzevari is an employee of the Company and receives no compensation for her service as a director. |

  25. Director Compensation Table for 2025

    Mr. Kirk, our Chairman, is a non-employee member of the Board.

  26. Director Compensation Table for 2025

    | (2) Our directors may elect to receive any portion of their annual retainer fees in shares of our common stock instead of cash. During 2025, each of our directors elected to receive all annual retainer fees in shares of our common stock. The following table provides the number of shares of our common stock received in lieu of the cash retainer by each non-employee director for 2025: |

  27. Director Compensation Table for 2025

    | Name | Shares of Common Stock Received (#) | | Randal Kirk | 57,471 | | Cesar Alvarez | 35,919 | | Steven Frank | 28,735 | | Jeffrey Kindler | 39,655 | | James Turley | 35,919 | | Fred Hassan | 36,206 | | Vinita Gupta | 36,206 | | Nancy Howell Agee | 32,471 |

  28. Director Compensation Table for 2025

    | (3) Represents the aggregate grant date fair market value of the annual grant of RSUs, computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC Topic 718”). |

  29. Director Compensation Table for 2025

    | (4) Represents the aggregate grant date fair market value of the annual grant of stock options, computed in accordance with ASC Topic 718, based on the closing price of our common stock on the date of grant. For a full description of the assumptions we use in computing this amount, see Note 2 to our consolidated financial statements for the year ended December 31, 2025, which is included in our 2025 Annual Report. |

  30. Director Compensation Table for 2025

    | (5) The following table provides information regarding the aggregate outstanding equity awards held by each non-employee director as of December 31, 2025: |

  31. Director Compensation Table for 2025

    | Name | RSUs Outstanding # | Stock Options Outstanding # | | Randal Kirk | 143,678 | 906,512 | | Cesar Alvarez | 71,839 | 599,008 | | Steven Frank | 71,839 | 599,008 | | Jeffrey Kindler | 71,839 | 599,008 | | James Turley | 71,839 | 599,008 | | Fred Hassan | 71,839 | 639,168 | | Vinita Gupta | 71,839 | 623,948 | | Nancy Howell Agee | 71,839 | 231,057 |

  32. Key Compensation Corporate Governance Practices

    | • | Set challenging incentive award goals. |

  33. Key Compensation Corporate Governance Practices

    | • | Engage, through the Compensation Committee, an independent compensation consultant to advise on executive and director compensation matters. |

  34. Key Compensation Corporate Governance Practices

    | • | Maintain an industry-specific group for benchmarking compensation. |

  35. Key Compensation Corporate Governance Practices

    | • | Utilize equity awards that vest over time and/or have performance requirements, delivering greater value as our stock price increases and/or performance measures are met. |

  36. Key Compensation Corporate Governance Practices

    | • | Guarantee annual bonus payments. |

  37. Key Compensation Corporate Governance Practices

    | • | Provide for tax gross-ups, except for de minimis amounts related to short-term and long-term disability insurance premiums. |

  38. Key Compensation Corporate Governance Practices

    | • | Allow repricing of stock options without shareholder approval. |

  39. 2025 Target Compensation Mix

    2025 Target Compensation Mix The target pay mix supported the core principles of the Company’s executive compensation philosophy of pay for performance and aligning executive officers’ interests with those of the Company and its shareholders, by emphasizing short- and long-term incentives. A sizable majority of target total direct compensation was variable, at-risk pay, consistent with the Company’s pay-for-performance philosophy. Specifically, in 2025, 77% of the Chief Executive Officer’s target total direct compensation was at-risk compensation, and 59%, on average, of the target total direct compensation of the other named executive officers was at-risk compensation. The Company considers compensation to be “at risk” if it is subject to performance-based payment or vesting conditions or if its value depended on stock price appreciation. The percentages of target total direct compensation as shown in each of the graphics below are based on the annualized 2025 base salary, the 2025 annual cash incentive compensation opportunity (assuming achievement at the target level), and the grant date fair value of the annual equity grants in 2025.

  40. Elements of Our Compensation Program

    | Element of Compensation | Description | How This Element Promotes Our Objectives | | Annual Compensation | | | | Base Salary | Fixed annual compensation that is certain in payment and provides continuous income. | Aids in both recruitment and retention; designed to be competitive in the marketplace. | | Annual Short-Term Incentive Awards | Performance-based compensation for achieving goals and objectives. | Motivates and rewards achievement of annual corporate objectives by providing at-risk comprehensive pay opportunities linked to performance. | | Long-Term Compensation | | | | Long-Term Equity Incentive Awards | Generally, grants of options and/or RSUs that are part of our long-term incentive program; time-based vesting, generally over four years. | Promotes retention, increases long-term equity ownership, and aligns executive and long-term shareholder interests by linking a portion of their compensation to changes in company stock price. | | Performance-Based Awards | | | | Performance-based stock units | Periodically grant performance-based stock unit awards that are earned for achieving specific goals and objectives that are critical to long-term shareholder value. | Motivates and rewards the achievement of specific performance measures by providing at-risk comprehensive pay opportunities linked to performance. Also aids in retaining key employees through critical milestones. | | Other Compensation | | | | Post-Termination Payments and Benefits | Contractual payments and benefits for certain executives upon termination of employment in specified circumstances, such as termination other than for cause or for good reason, as described in greater detail herein. | Provides assurance of financial security, which is desirable in lateral recruiting and executive retention and permits objective evaluation by executives of potential changes to our strategy and structure. | | Other Benefits | Executives participate in employee benefit plans generally available to our employees. | Fair and competitive programs to provide for the health and well-being of executives and their families. |

  41. Annual Short-Term Incentive Awards

    Annual Short-Term Incentive Awards General Our NEOs are eligible to receive annual bonuses based on corporate performance achievement, as determined by the Compensation Committee following the completion of the applicable performance year, and subject to the NEO’s continued employment through the applicable payment date. In addition to evaluating each specific goal, the Compensation Committee considered the overall balance of results across our strategic, clinical, and financial objectives in determining final payouts. Each named executive officer is provided an annual target bonus opportunity that is set as a percentage of base salary, except that Dr. Sabzevari’s employment agreement provides for eligibility for an annual bonus target of between 75% and 150% of Dr. Sabzevari’s annual base salary. The bonus target levels used for the annual short-term incentive program were unchanged from the prior year. For 2025, the Compensation Committee established a bonus program for our named executive officers based on the achievement of a combination of primarily operational performance goals, which was focused on promoting advancement of our lead drug candidate, PRGN-2012 (now Papzimeos) to commercialization (including the obtainment of FDA approval, establishment of commercial infrastructure, enrollment and dosing of patients in a confirmative trial and submission of an MAA with the European Medicines Agency), weighted at 70% of the overall bonus opportunity, and other goals, including the achievement of our key clinical and financial goals, weighted at 10% of the overall bonus opportunity. Additionally, payment of the bonuses to our NEOs was eligible for adjustment, weighted at 20% of the overall bonus opportunity, based on their individual performance during 2025. The Committee had the discretion to increase or decrease the bonus payment as a percentage of each individuals target award based on both Company and individual performance. No discretionary adjustments were made for 2025 bonuses. Following the end of the 2025 performance year, the Compensation Committee carefully reviewed the performance of the Company against each of the goals as part of the evaluation process for determining the annual bonus payouts for our named executive officers. In conducting the review, the Compensation Committee closely analyzed the achievement against each performance goal, taking into account the specific objectives, quantitative metrics and qualitative factors associated with each goal. In addition, the Compensation Committee performed a holistic review of Company and individual performance, which contributed to its determination of payout amounts. The Compensation Committee considered the following specific achievements in 2025 (also refer to the 2025 Performance Highlights provided above):

  42. Annual Short-Term Incentive Awards

    | • | The FDA provided a full approval of Papzimeos (zopapogene imadenovec-drba) in August 2025 with a broad label for adults with RRP. With the full approval, a confirmatory trial was no longer needed. |

  43. Annual Short-Term Incentive Awards

    | • | Submission of the MAA with the European Medicines Agency. |

  44. Annual Short-Term Incentive Awards

    | • | Advancements of the Company’s manufacturing and commercial operations, including the deployment of it’s sales team in September 2025. |

  45. Annual Short-Term Incentive Awards

    | • | The completion of enrollment in a Phase 2 study of PRGN-2009 in combination with pembrolizumab in newly diagnosed oropharyngeal squamous cell carcinoma. |

  46. Annual Short-Term Incentive Awards

    | • | Various financial accomplishments, including entering into a senior secured loan facility of up to $125 million and providing shareholders with a return of over 280%. |

  47. Annual Short-Term Incentive Awards

    At its March 18, 2026 meeting, the Compensation Committee, in consultation with the Board of Directors, reviewed the Company’s performance against its 2025 corporate goals and objectives, and determined that the Company met 110% of its 2025 corporate goals, primarily due to the fact that the FDA approval of Papzimeos was a “full” approval (with a broad label), thus no confirmatory trial was required. Additionally, as discussed above, payments of the bonuses to our NEOs were eligible for adjustments based on their individual performance for 2025. Adjustments were determined and approved by the Compensation Committee for Dr. Sabzevari and by Dr. Sabzevari and the Compensation Committee for the other NEOs. Individual performance rating adjustments were 40% for Mr. Shah, 30% for Dr. Sabzevari, 25% for both Mr. Thomasian and Mr. Tennant, and 5% for Mr. Lehr. Based on these assessments, the Compensation Committee approved the payment of the bonuses for 2025 performance per the table below. In addition, the Compensation Committee determined that 50% of each NEOs 2025 short-term bonus would be paid in RSUs, to be vested on the grant date based on the grant date fair market value of the Company’s shares, as reflected in the table below. The payment of a portion of the NEOs’ bonus in RSUs promotes ownership in Precigen by our NEOs, providing further alignment of management and shareholder long-term goals.

  48. Annual Short-Term Incentive Awards

    | Name | Annual Target Bonus (% of Base Salary) | Total Value of Target Bonus ($) | Aggregate Achievement Percentage of Target (%) | Actual Cash Payment ($) | RSUs Granted | Total Value of Actual Bonus | | Dr. Helen Sabzevari | 150% | $1,500,000 | 140% | $1,050,000 | 321,101 | $2,100,000 | | Harry Thomasian Jr. | 40% | $195,200 | 135% | $131,760 | 40,294 | $263,520 | | Donald P. Lehr | 40% | $230,000 | 115% | $132,250 | 40,443 | $264,500 | | Rutul R. Shah | 40% | $194,000 | 150% | $145,500 | 44,495 | $291,000 | | Phil Tennant | 40% | $204,000 | 135% | $137,700 | 42,110 | $275,400 |

  49. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards Our primary objectives in granting long-term equity incentive awards are to encourage significant ownership of our common stock by management and to provide long-term financial incentives linked directly to our long-term performance. The Compensation Committee believes that significant ownership of our common stock by senior management helps to align the interests of management and the shareholders. While our fiscal year 2025 long-term incentive mix does not include performance-vested equity, the Compensation Committee is evaluating potential enhancements to our program over time, including the use of additional performance-based vehicles and the adoption of formal stock ownership guidelines for senior executives, to further strengthen the link between realized pay and long-term shareholder value. The factors considered by the Compensation Committee when determining the size of each named executive officer’s annual equity award include each executive’s performance, previous grant history and stock ownership level, and comparison to our peer group and other market data. After taking into account the overall position of the Company during the year, the Compensation Committee made grants of long-term incentive awards, consisting of a combination of RSUs and stock options to its executives in 2025, each of which vests over a four-year period. The awards granted are summarized in the table below.

  50. Long-Term Equity Incentive Awards

    | Name | Number of Stock Options | Number of RSUs | | Dr. Helen Sabzevari | 1,000,000 | 500,000 | | Harry Thomasian Jr. | 350,000 | 175,000 |

  51. Long-Term Equity Incentive Awards

    | Name | Number of Stock Options | Number of RSUs | | Donald P. Lehr | 250,000 | 125,000 | | Rutul R. Shah | 360,000 | 180,000 | | Phil Tennant | 250,000 | 125,000 |

  52. Long-Term Equity Incentive Awards

    Although we do not currently have a formal policy with respect to the grant of equity incentive awards to our executive officers, or any formal equity ownership guidelines applicable to them, we believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture, and help to align the ownership interests of our executives and our shareholders. The Compensation Committee continues to work closely with its independent compensation consultant to review and evaluate the Company’s approach to long-term equity incentive compensation for its executive officers in a manner that promotes long-term shareholder interests. The Compensation Committee believes that broad and significant employee ownership of our common stock effectively motivates the building of shareholder wealth. We typically grant equity awards upon an employee’s hire. In addition, equity awards may also be granted annually, generally within the first five months of the fiscal year. The Compensation Committee selects this timing because it enables them to consider the Company and its employees’ prior year performance and to incentivize the employees to deliver on the Company’s strategic objectives for the new fiscal year. Stock options and RSU awards granted by the Company generally vest over four years and stock options have a ten-year contractual term. Unless otherwise agreed to by us with respect to a termination without “cause” or for “good reason,” vesting rights generally cease upon termination of employment and employees have three months in which to exercise vested options, except in the case of death, disability or retirement (subject to a one-year limitation). We grant stock options at an exercise price and RSUs with a grant price equal to the closing price on the Nasdaq Global Market of our common stock on the date of the grant. Our Board of Directors has delegated to our Chief Executive Officer the authority to grant equity awards to non-executive employees upon joining our Company, and to make grants during each annual non-executive employee review cycle, generally coinciding with the timing of our equity grants to our NEOs. Our Board of Directors has reviewed and approved both the total number of shares that our Chief Executive Officer can grant under such equity awards, and the range of shares subject to such grants based on each employee’s position and organization level with the Company. We have no program, practice or plan to grant stock options or restricted stock awards, in coordination with the release of material nonpublic information. We also have not timed the release of material nonpublic information for the purpose of affecting the value of stock options or other compensation, and we have no plan to do so. During 2025, we did not grant any equity awards to our executive officers during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that disclosed material nonpublic information. We did not grant performance-based stock units (“PSUs”) to our NEOs in 2025 and there were no outstanding and unvested PSUs held by any of our NEOs as of December 31, 2025.

  53. Performance-Based Awards

    Performance-Based Awards In August 2024, we granted PSUs to certain employees, including our named executive officers, which were eligible to vest in two equal 50% installments based upon (i) the Company’s good faith submission to the FDA of a complete BLA related to PRGN-2012, and (ii) the approval of the BLA by the FDA (each, a “Milestone”), in each case during the performance period from the grant date through December 31, 2026 (the “2024 PSUs”). In January 2025, the Compensation Committee certified the performance achievement of the first Milestone for the 2024 PSUs, and, in September 2025, the Compensation Committee certified performance achievement of the second Milestone for the 2024 PSUs, resulting in full vesting of the 2024 PSUs during 2025. Prior to the Compensation Committee’s certification of performance of the second Milestone, it approved an amendment to the terms of the 2024 PSUs to provide for settlement of the PSUs in cash, rather than in shares of common stock. The following table sets forth the number of shares delivered to our named executive officers upon achievement of the first Milestone and the cash value delivered upon achievement of the second Milestone:

  54. Performance-Based Awards

    For 2025, the Compensation Committee did not grant PSUs and instead delivered long-term incentives in the form of time-based stock options and RSUs. The Committee made this change in light of the Company’s transition into a new phase following full FDA approval of Papzimeos and the difficulty of setting multi-year quantitative goals that it believed would be both rigorous and credible in the current environment. The Committee determined that, for this year, a combination of options and RSUs with multi-year vesting and a substantial portion of total compensation at risk was the most appropriate way to retain and motivate executives while aligning them with shareholder interests. The Compensation Committee is continuing to evaluate the potential reintroduction of performance-based equity vehicles, such as PSUs, as visibility into our multi-year commercial and pipeline trajectory improves, with the objective of further strengthening the link between compensation and long-term shareholder value.

  55. Role of Compensation Consultants

    Role of Compensation Consultants As discussed above, the Compensation Committee is authorized to retain experts, consultants, and other advisors to aid in the discharge of its duties. Since 2021, the Compensation Committee has engaged Aon as its independent compensation consultant to aid the Compensation Committee in its annual review of the Company’s executive compensation practices for continuing appropriateness and reasonableness and to make recommendations regarding executive officer compensation levels and structures. In reviewing the Company’s executive compensation practices, the Compensation Committee also considers other sources to evaluate external market, industry and peer-company practices. Aon has no other business relationship with us and receives no payments from us other than fees for services to the Compensation Committee. In retaining Aon, the Compensation Committee separately considered the six factors set forth in Section 10C-1(b)(4)(i) through (vi) of the Exchange Act and the listing standards of Nasdaq, based on such consideration, determined that the engagement of Aon did not raise any conflicts of interest.

  56. Use of Peer Group

    Use of Peer Group The Compensation Committee consulted with its independent compensation consultant, Aon, to assist in the analysis of the Company’s peer group to align with governance and market best practices in preparation for the 2025 compensation review cycle. In that capacity, Aon provided the Compensation Committee with a peer group analysis and made recommendations to the Compensation Committee in structuring the compensation program for the CEO and other executive officers. The peer group is calibrated for size and stage, that peer data is used as a reference point rather than a pure formula to make compensation decisions. The Committee, in consultation with Aon, will continue to refine the peer group on an annual basis. The peer analysis conducted by Aon considered our peer companies to be U.S. based biotechnology companies predominantly in Phase II/III clinical trials with some commercial stage companies (with a focus on those launching their first commercial product), market capitalization of $81 million to $1.6 billion and a headcount of 25 to 587 employees. These companies generally specialize in immuno-oncology, gene and/or cell therapy, infectious disease and/or a diverse portfolio with one or more of the specialties. The peer group that resulted from this screening method consisted of the following 21 companies:

  57. Use of Peer Group

    | Company Name | | | | | | Adaptimmune Therapeutics (ADAP) | Agenus (AGEN) | Allogene Therapeutics (ALLO) | Allovir (ALVR) | Aura Bioscience (AURA) | | Caribou Biosciences, Inc. (CRBU) | Day One Biopharmaceuticals (DAWN) | Fate Therapeutics (FATE) | Gossamer Bio (GOSS) | Inovio Pharmaceuticals (INO) | | Kyverna Therapeutics (KYTX) | Lyell Immunopharma (LYEL) | PDS Biotechnology (PDSB) | Poseida Therapeutics (PSTX) | REGENXBIO (RGNX) | | Replimune Group (REPL) | Rocket Pharmaceuticals (RCKT) | Sana Biotechnology (SANA) | Sangamo Therapeutics (SGMO) | VIR Biotechnology (VIR) | | Xencor (XNCR) | | | | |

  58. Use of Peer Group

    At the time the peer group for 2025 was proposed to the Compensation Committee, the peer group had the following median statistics:

  59. Use of Peer Group

    | Measure | 50th Percentile | Precigen’s Position | | Market Capitalization | $294 million | $251.7 million (38th percentile) | | Revenues | $11.5 million | $4.0 million (47th percentile) | | Annualized 3-Year TSR | -43% | -37% (66th percentile) |

  60. Use of Peer Group

    In preparation for making 2025 compensation decisions, the Compensation Committee reviewed the existing compensation peer group in consultation with its independent compensation consultant for continued financial and business fit and made the following updates to the prior year’s peer group: The following companies were removed from the 2024 peer group:

  61. Use of Peer Group

    | • | Atara Biotherapeutics (ATRA) |

  62. Use of Peer Group

    | • | Gritstone bio (GRTS) |

  63. Use of Peer Group

    | • | IDEAYA Biosciences (IDYA) |

  64. Use of Peer Group

    | • | ImmunityBio (IBRX) |

  65. Use of Peer Group

    | • | Iovance Biotherapeutics (IOVA) |

  66. Use of Peer Group

    The following companies were added to the 2025 peer group:

  67. Use of Peer Group

    | • | Aura Bioscience (AURA) |

  68. Use of Peer Group

    | • | Day One Biopharmaceuticals (DAWN) |

  69. Use of Peer Group

    | • | Kyverna Therapeutics (KYTX) |

  70. Use of Peer Group

    | • | Replimune Group (REPL) |

  71. Use of Peer Group

    | • | Rocket Pharmaceuticals (RCKT) |

  72. Use of Peer Group

    The Compensation Committee plans to continue to monitor certain compensation practices at a variety of similarly situated or similarly structured companies in assessing and making compensation decisions going forward.

  73. Establishing Total Direct Remuneration

    Establishing Total Direct Remuneration Total direct remuneration is the sum of base salary, annual short-term incentive awards, long-term equity incentive awards (if any), performance-based awards (if any) and other benefits. A major portion of each executive officer’s remuneration is established by performance-based incentives, which require achievement of performance objectives and goals as a condition to earning annual short-term incentive awards, and long-term equity incentive awards, the value of which depends on our stock price upon vesting or exercise. The at-risk portion of total direct remuneration provides increased pay for higher levels of corporate and/or business sector performance. In setting each executive officer’s total direct remuneration opportunity, the Compensation Committee takes into account factors such as the responsibilities, experience, performance, contributions, and service of the executive. We do not set total direct remuneration or the component parts at levels to achieve a mathematically precise market position. In determining executive compensation, the Compensation Committee reviews all components of each executive officer’s total compensation, including retirement benefits and the costs of any perquisites received, to ensure such compensation meets the goals of the program. As a part of this review, the Compensation Committee considers corporate performance and the recommendations of senior management. The Compensation Committee also takes into consideration individual and overall company operating performance to ensure executive compensation reflects past performance as well as future potential and, we believe, adequately differentiates among employees, based on the scope and complexity of the employee’s job position, individual performance and experience and our ability to pay. The Compensation Committee reviews annually each executive officer’s performance prior to considering changes in compensation. The individual performance of each executive officer is evaluated in light of our overall performance approved by the Compensation Committee and the Board. The Compensation Committee and the Board believe that the competitive environment, including for executive talent, is dynamic and evolving. For this reason, while the Compensation Committee believes the total compensation for each of the executive officers is reasonable and appropriate, the Compensation Committee continues to actively consider methods to further improve the effectiveness of our approach to executive compensation.

  74. Tax and Accounting Implications

    Tax and Accounting Implications Under Section 162(m) of the Code, compensation paid to each of the Company’s “covered employees” that exceeds $1 million per taxable year is generally non-deductible. To retain highly skilled executives and remain competitive with other employers, the Compensation Committee may authorize compensation that would not be deductible under Section 162(m) of the Code or otherwise if it determines that such compensation is in the best interests of us and our shareholders. We follow ASC Topic 718 for our stock-based compensation awards. ASC Topic 718 requires companies to estimate and record an expense for each award of equity compensation (including stock options and RSUs) over the vesting period of the award.

  75. Compensation Risk Assessment

    | • | balance with respect to the mix of cash and equity compensation, and measures of performance against both annual and multiyear standards; |

  76. Compensation Risk Assessment

    | • | long-term incentives linked to stock price performance; |

  77. Compensation Risk Assessment

    | • | long-term incentives generally have multiyear vesting to ensure a long-term focus and appropriate balance against short-term goals; |

  78. Compensation Risk Assessment

    | • | performance based incentives linked to specific performance measures which are consistent with corporate goals and objectives; |

  79. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation paid to or accrued by our named executive officers during the fiscal years ended December 31, 2025, 2024 and 2023.

  80. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Non-equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Helen Sabzevari Chief Executive Officer | 2025 | 1,000,000 | — | 2,215,000 | 1,069,200 | 1,049,997 | 20,132 | 5,354,329 | | | 2024 | 1,000,000 | — | 2,432,249 | 1,979,514 | — | 20,132 | 5,431,895 | | | 2023 | 1,000,000 | — | 815,625 | 1,885,056 | — | 18,380 | 3,719,061 | | Harry Thomasian Jr. Chief Financial Officer | 2025 | 488,000 | — | 464,970 | 374,220 | 131,758 | 35,757 | 1,494,705 | | | 2024 | 486,500 | — | 331,250 | 548,950 | — | 35,752 | 1,402,452 | | | 2023 | 475,000 | — | 103,311 | 520,061 | — | 33,538 | 1,131,910 | | Donald P. Lehr Chief Legal Officer | 2025 | 575,000 | — | 408,751 | 267,300 | 132,249 | 46,896 | 1,430,196 | | | 2024 | 575,000 | — | 291,019 | 439,160 | — | 46,901 | 1,352,080 | | | 2023 | 575,000 | — | 125,062 | 321,317 | — | 43,316 | 1,064,695 | | Rutul Shah Chief Operating Officer | 2025 | 485,000 | — | 499,899 | 384,912 | 145,498 | 45,603 | 1,560,912 | | | 2024 | 452,116 | — | 305,249 | 603,845 | — | 46,334 | 1,407,544 | | | 2023 | 410,000 | — | 89,174 | 495,775 | — | 43,025 | 1,037,974 | | Phil Tennant(5) Chief Commercial Officer | 2025 | 510,000 | — | 271,103 | 267,300 | 137,700 | 43,853 | 1,229,956 | | | 2024 | 215,769 | — | 28,250 | 252,660 | — | 21,658 | 518,337 |

  81. Summary Compensation Table

    | (1) Represents the grant date fair value of RSUs and, for 2024, PSUs computed by us for financial reporting purposes, computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures and, for PSUs, based on the probable outcome of the performance conditions as of the grant date, and does not represent the actual amounts that will be realized by the named executive officer. For a full description of the assumptions we use in computing these amounts, see Note 2 to our consolidated financial statements for the year ended December 31, 2025, which is included in our 2025 Form 10-K filed with the Securities and Exchange Commission This column does not include for 2025 the grant date fair value of RSUs granted as part of the short-term incentive award for performance in 2025 because the awards were granted in 2026. However, it does include for 2025, 2024 and 2023 the grant date fair value of RSUs granted as part of the short-term incentive award for performance in 2024, 2023 and 2022, respectively. |

  82. Summary Compensation Table

    | (2) Represents the grant date fair value computed by us for financial reporting purposes, computed in accordance with ASC Topic 718. For a full description of the assumptions we use in computing these amounts, see Note 2 to our consolidated financial statements for the year ended December 31, 2025, which is included in our 2025 Annual Report. The actual value a named executive officer may receive depends on market prices and there can be no assurance that the amounts reflected in the Option Awards column will actually be realized. No gain to a named executive officer is possible without an appreciation in stock value after the date of grant. |

  83. Summary Compensation Table

    | (3) For 2025, represents the aggregate annual short-term performance-based cash incentive earned under the Company’s 2025 annual cash incentive program for executive employees that was paid in cash in the year following the applicable year’s service period. |

  84. Summary Compensation Table

    | (4) The amounts in this column are further detailed in the “All Other Compensation Table for 2025.” |

  85. Summary Compensation Table

    | (5) Mr. Tennant commenced his employment with us as Chief Commercial Officer on July 22, 2024. Accordingly, no information is displayed for 2023. |

  86. GRANTS OF PLAN-BASED AWARDS FOR 2025

    GRANTS OF PLAN-BASED AWARDS FOR 2025 The following table presents information regarding grants of plan-based awards to the named executive officers during the fiscal year ended December 31, 2025.

  87. GRANTS OF PLAN-BASED AWARDS FOR 2025

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Name | Grant Date | Threshold $ | Target ($) | Maximum ($) | | | | | | Helen Sabzevari | 5/23/2025 | | | | — | 1,000,000(3) | 1.37 | 1,069,200 | | | 4/17/2025 | | | | 1,079,137(4) | — | — | 1,500,000 | | | 6/26/2025 | | | | 500,000(5) | — | — | 715,000 | | | | — | 1,500,000 | — | | | | | | Harry Thomasian Jr. | 5/23/2025 | | | | — | 350,000(3) | 1.37 | 374,220 | | | 4/17/2025 | | | | 154,475(4) | — | — | 214,720 | | | 6/26/2025 | | | | 175,000(5) | — | — | 250,250 | | | | — | 195,200 | — | | | | | | Donald P. Lehr | 5/23/2025 | | | | — | 250,000(3) | 1.37 | 267,300 | | | 4/17/2025 | | | | 165,468(4) | — | — | 230,001 | | | 6/26/2025 | | | | 125,000(5) | — | — | 178,750 | | | | — | 230,000 | — | | | | | | Rutul R. Shah | 5/23/2025 | | | | — | 360,000(3) | 1.37 | 384,912 | | | 4/17/2025 | | | | 174,460(4) | — | — | 242,499 | | | 6/26/2025 | | | | 180,000(5) | — | — | 257,400 | | | | — | 194,000 | — | | | | | | Phil Tennant | 5/23/2025 | | | | — | 250,000(3) | 1.37 | 267,300 | | | 4/17/2025 | | | | 66,441(4) | — | — | 92,353 | | | 6/26/2025 | | | | 125,000(5) | — | — | 178,750 | | | | — | 204,000 | — | | | | |

  88. GRANTS OF PLAN-BASED AWARDS FOR 2025

    | (1) Represents the target payout opportunity under the Company’s 2025 annual cash incentive program. |

  89. GRANTS OF PLAN-BASED AWARDS FOR 2025

    | (2) Represents the grant date fair value of the equity awards determined in accordance with ASC Topic 718. |

  90. GRANTS OF PLAN-BASED AWARDS FOR 2025

    | (3) Represents a grant of stock options which were scheduled to vest with respect to 50% on May 23, 2026 and in equal monthly installments for three years thereafter. |

  91. GRANTS OF PLAN-BASED AWARDS FOR 2025

    | (4) Represents a grant of fully-vested RSUs granted for short-term incentive performance in 2024 which vested in full on May 16, 2025. |

  92. GRANTS OF PLAN-BASED AWARDS FOR 2025

    | (5) Represents a grant of RSUs which were scheduled to vest with respect to 50% on May 23, 2026 and in equal monthly installments for three years thereafter. In April 2026, the Compensation Committee approved an amendment to the vesting schedule of the RSUs such that the portion that is scheduled to vest in monthly installments over three years will instead vest in equal quarterly installments over three years. |

  93. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END The following table sets forth specified information concerning unexercised stock options and unvested RSUs held by each of the named executive officers as of December 31, 2025.

  94. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | | | Option Awards | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options: Exercisable | Number of Securities Underlying Unexercised Options: Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Helen Sabzevari | 7/17/2017 | 150,000 | — | 22.83 | 7/17/2027 | — | — | | | 1/5/2020 | 1,500,000 | — | 5.95 | 1/5/2030 | — | — | | | 1/5/2020 | 1,500,000 | — | 11.9 | 1/5/2030 | — | — | | | 1/5/2020 | 1,500,000 | — | 17.85 | 1/5/2030 | — | — | | | 2/2/2022 | 635,250 | 211,750 | 2.33 | 2/2/2032 | — | — | | | 3/24/2023(2) | 369,596 | — | 0.96 | 3/24/2033 | — | — | | | 4/28/2023 | 1,154,866 | 577,434 | 1.21 | 4/28/2033 | — | — | | | 05/31/2024 | 713,687 | 1,089,313 | 1.40 | 5/31/2034 | — | — | | | 05/23/2025 | — | 1,000,000 | 1.37 | 5/23/2035 | — | — | | | 06/26/2025(3) | — | — | — | — | 500,000 | 2,090,000 | | Harry Thomasian Jr. | 10/18/2021 | 180,000 | — | 4.72 | 10/18/2031 | — | — | | | 2/2/2022 | 150,000 | 50,000 | 2.33 | 2/2/2032 | — | — | | | 3/24/2023(2) | 46,815 | — | 0.96 | 3/24/2033 | — | — | | | 4/28/2023 | 347,333 | 173,667 | 1.21 | 4/28/2033 | — | — | | | 5/31/2024 | 197,916 | 302,084 | 1.40 | 5/31/2034 | — | — | | | 5/23/2025 | — | 350,000 | 1.37 | 5/23/2035 | — | — | | | 6/26/2025(3) | — | — | — | — | 175,000 | 731,500 | | Donald P. Lehr | 2/02/2017 | 225,000 | — | 20.94 | 2/2/2027 | — | — | | | 2/2/2022 | 112,500 | 37,500 | 2.33 | 2/2/2032 | — | — | | | 3/24/2023(2) | 56,671 | — | 0.96 | 3/24/2033 | — | — | | | 4/28/2023 | 200,000 | 100,000 | 1.21 | 4/28/2033 | — | — | | | 5/31/2024 | 158,333 | 241,667 | 1.40 | 5/31/2034 | — | — | | | 5/23/2025 | — | 250,000 | 1.37 | 5/23/2035 | — | — | | | 6/26/2025(3) | — | — | — | — | 125,000 | 522,500 | | Rutul R. Shah | 3/10/2016 | 2,510 | — | 34.85 | 3/10/2026 | — | — | | | 3/16/2017 | 5,000 | — | 21.38 | 3/16/2027 | — | — | | | 3/23/2018 | 4,000 | — | 15.80 | 3/23/2028 | — | — | | | 6/18/2019 | 40,000 | — | 8.60 | 6/18/2029 | — | — | | | 7/16/2020 | 60,000 | — | 4.67 | 7/16/2030 | — | — | | | 4/21/2021 | 100,000 | — | 8.17 | 4/21/2031 | — | — | | | 2/02/2022 | 150,000 | 50,000 | 2.33 | 2/2/2032 | — | — | | | 3/24/2023(2) | 40,409 | — | 0.96 | 3/24/2033 | — | — | | | 4/28/2023 | 333,333 | 166,667 | 1.21 | 4/28/2033 | — | — | | | 5/31/2024 | 217,708 | 332,292 | 1.40 | 5/31/2034 | — | — | | | 5/23/2025 | — | 360,000 | 1.37 | 5/23/2035 | — | — | | | 6/26/2025(3) | — | — | — | — | 180,000 | 752,400 | | Phil Tennant | 7/22/2024 | 70,833 | 129,167 | 1.61 | 7/22/2034 | — | — | | | 5/23/2025 | — | 250,000 | 1.37 | 5/23/2035 | — | — | | | 6/26/2025(3) | — | — | — | — | 125,000 | 522,500 |

  95. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (1) For awards granted prior to 2023, each award vests in four equal annual installments beginning on the anniversary of the grant date. For awards granted in 2023 and 2024, each award vests as to one-fourth of the award on the first anniversary of the date of grant, with the balance of the awards vesting in 36 successive equal monthly installments thereafter, except as noted in (2) below. For awards granted in 2025, each award vests as to one-half of the award on the first anniversary of the date of grant, with the balance of the awards vesting in 36 successive equal monthly installments thereafter, except as noted in (2) and (3) below. |

  96. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (2) Award vested on the first anniversary of the grant date. |

  97. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (3) In April 2026, the Compensation Committee approved an amendment to the vesting schedule of the RSUs such that the portion that is scheduled to vest in monthly installments over three years will instead vest in equal quarterly installments over three years. |

  98. POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL

  99. Potential Payments

    Potential Payments The following table shows the potential payments upon termination without cause or for good reason by the executive officer, a change in control of the Company, incapacity or death for the named executive officers based on agreements and plans in effect as of December 31, 2025. The amounts in this table are calculated assuming the triggering event occurred on December 31, 2025 and all executives were paid in a lump sum payment. For Mr. Perez, the table reflects the actual amounts paid under his continuing employment agreement in connection with his separation from employment.

  100. Potential Payments

    | | | Potential Payments upon Termination or a Change in Control Termination | | | | | | | | Termination Without Cause or for Good Reason (Prior to a Change in Control) ($) | Change in Control Termination Without Cause or for Good Reason (Within 12 Months of a Change in Control) ($) | Change in Control (No Termination)(1) ($) | Disability(2) ($) | Death(3) ($) | | Helen Sabzevari | Accelerated Equity | — | 10,035,007 | 10,035,007 | 10,035,007 | 10,035,007 | | | Severance Payment | 1,552,500 | 1,552,500 | — | — | — | | | Prorated Bonus | 1,552,500 | 1,552,500 | — | — | — | | | Other Compensation (PTO) | 99,519 | 99,519 | — | 99,519 | 99,519 | | | Benefit Plans | 14,717(4) | 14,717(4) | — | 630,000 | 1,545,000 | | | Total | 3,219,236 | 13,254,243 | 10,035,007 | 10,764,526 | 11,679,526 | | Harry Thomasian Jr. | Accelerated Equity | — | 3,163,085 | 3,163,085 | 3,163,085 | 3,163,085 | | | Severance Payment | 539,000 | 539,000 | — | — | — | | | Other Compensation (PTO) | 48,717 | 48,717 | — | 48,717 | 48,717 | | | Benefit Plans | 28,441(4) | 28,441(4) | — | 630,000 | 1,521,000 | | | Total | 616,158 | 3,779,243 | 3,163,085 | 3,841,802 | 4,732,802 | | Donald P. Lehr | Accelerated Equity | — | 2,263,209 | 2,263,209 | 2,263,209 | 2,263,209 | | | Severance Payment | 892,500 | 892,500 | — | — | — | | | Other Compensation (PTO) | 57,212 | 57,212 | — | 57,212 | 57,212 | | | Benefit Plans | 62,676(4) | 62,676(4) | — | 630,000 | 1,545,000 | | | Total | 980,465 | 980,465 | 2,263,209 | 2,950,421 | 3,865,421 | | Rutul R. Shah | Accelerated Equity | — | 3,275,273 | 3,275,273 | 3,275,273 | 3,275,273 | | | Severance Payment | 570,000 | 570,000 | — | — | — | | | Other Compensation (PTO) | 50,341 | 50,341 | — | 50,341 | 50,341 | | | Benefit Plans | 36,727(4) | 36,727(4) | — | 630,000 | 1,515,000 | | | Total | 657,068 | 3,932,341 | 3,275,273 | 3,955,614 | 4,840,614 | | Phil Tennant | Accelerated Equity | — | 1,556,959 | 1,556,959 | 1,556,959 | 1,556,959 | | | Severance Payment | 530,000 | 530,000 | — | — | — | | | Other Compensation (PTO) | 13,479 | 13,479 | — | 13,479 | 13,479 | | | Benefit Plans | 41,656(4) | 41,656(4) | — | 630,000 | 1,545,000 | | | Total | 585,135 | 2,142,094 | 1,556,959 | 2,200,438 | 3,115,438 |

  101. Potential Payments

    | (1) In the event of a change in control, as described above, unvested stock options and RSUs would only vest immediately if provision is not made for the continuance, assumption, or substitution of the award by the Company or its successor. For purposes of this table, we assume that no such provision has been made. This column reflects the value of the accelerated vesting, which is calculated (i) for stock options by multiplying the number of shares subject to accelerated vesting under outstanding stock options by the difference between $4.18 (which was the closing market price per share of our common stock on December 31, 2025, the last trading day of fiscal 2025) and the per-share exercise price of the applicable accelerated stock option and (ii) for RSUs by multiplying the number of shares subject to accelerated vesting under outstanding RSUs by $4.18. |

  102. Potential Payments

    | (2) The named executive officer would also be eligible for benefits payable under the long-term disability insurance policy maintained by the Company. |

  103. Potential Payments

    | (3) The named executive officer’s heirs would also be eligible for benefits under the life insurance policy maintained by the Company. |

  104. Potential Payments

    | (4) Includes the full premium cost of COBRA healthcare continuation coverage payable for the determined period under their employment agreement following the executive’s termination, assuming that the executive does not become eligible to receive healthcare coverage from a subsequent employer or otherwise becomes ineligible for COBRA healthcare continuation coverage during this period. |

  105. 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. For the most recently completed fiscal year, we did not use any financial performance measure to link Compensation Actually Paid to our NEOs to the Company’s performance; accordingly, this disclosure does not present a company-selected measure in the table below nor a tabular list of our most important performance measures, as permitted by the Securities and Exchange Commission. For further information regarding our performance-based approach to executive compensation and how the Company aligns executive compensation with the Company’s performance, see “Compensation Discussion and Analysis.”

  106. 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 $100 Investment based on:(4) | | Net Income (Loss) ($ Millions)(5) | | | | | | | TSR ($) | Peer Group TSR ($) | | | 2025 | 5,354,329 | 18,574,682 | 1,428,942 | 4,188,997 | 40.98 | 124.75 | (250.6) | | 2024 | 5,431,895 | 4,611,414 | 1,307,969 | 1,059,056 | 20.44 | 113.80 | (126.2) | | 2023 | 3,719,061 | 3,730,478 | 1,026,666 | 1,042,395 | 24.45 | 115.40 | (95.9) | | 2022 | 3,497,622 | (1,088,021) | 892,363 | 601,344 | 27.74 | 111.20 | 28.3 | | 2021 | 2,516,170 | (16,112,695) | 611,020 | 230,396 | 67.70 | 124.80 | (92.2) |

  107. PAY VERSUS PERFORMANCE

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

  108. PAY VERSUS PERFORMANCE

    | 2021 | 2022-2023 | 2024 | 2025 | | Harry Thomasian Jr. | Harry Thomasian Jr. | Harry Thomasian Jr. | Harry Thomasian Jr. | | Donald P. Lehr | Donald P. Lehr | Donald P. Lehr | Donald P. Lehr | | Jeffery Perez | Jeffery Perez | Jeffery Perez | Rutul Shah | | Rick Sterling | Rutul Shah | Rutul Shah | Phil Tennant | | Brad Osborne | | Phil Tennant | | | James V. Lambert | | | |

  109. 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. |

  110. 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. |

  111. 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 | 5,354,329 | (3,284,200) | 16,504,553 | 18,574,682 |

  112. 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 | 1,428,942 | (734,614) | 3,494,669 | 4,188,997 |

  113. 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:

  114. 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 | 5,605,600 | 4,837,578 | 1,564,749 | 4,496,626 | — | 16,504,553 |

  115. 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 | 1,695,694 | 1,021,344 | 203,306 | 574,325 | — | 3,494,669 |

  116. 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 Annual Report 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. |

  117. PAY VERSUS PERFORMANCE

    | (5) Reflects “Net Income (loss)” for each applicable year as set forth in our Consolidated Statements of Operations included in our Annual Report on Form 10-K for each of the applicable years. |

  118. 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, the Company cumulative TSR over the four most recently completed fiscal years and the Nasdaq Biotechnology Index TSR over the same period. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (loss) 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 (loss) during the four most recently completed fiscal years.

  119. CEO PAY RATIO

    CEO PAY RATIO As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-K (“Item 402(u)”), we are providing the following information about the relationship between the annual total compensation of our employees and the annual total compensation of Helen Sabzevari, Ph.D., our CEO during 2025. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u). Because Item 402(u) affords a large degree of flexibility in calculating the CEO pay ratio by allowing the use of reasonable estimates, assumptions and methodologies, the pay ratio disclosed by us below may not be comparable to pay ratio disclosures presented by other companies. For 2025, our last completed fiscal year:

  120. CEO PAY RATIO

    | • | as reported in the Summary Compensation Table, the annual total compensation of our CEO was $5,354,329 (see above for details on this calculation); and |

  121. CEO PAY RATIO

    | • | the annual total compensation of our median employee (other than our CEO) was $159,500. |

  122. CEO PAY RATIO

    Based on this information, for 2025, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 34 to 1. As permitted under 402(u) of Regulation S-K, we elected to use the same median employee identified in 2024 in our 2025 pay ratio calculation, as we believe that there has been no change in our employee population or employee compensation arrangements that we believe would result in a significant change to our pay ratio disclosure for 2025. As disclosed in our 2024 proxy statement, to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the median employee, the methodology and the material assumptions, adjustments and estimates used were as follows:

  123. Policies and Procedures for Related Person Transactions

    | • | director compensation that would be publicly disclosed; |

  124. Share Increase

    | ✔ | Limit on non-employee director compensation. The maximum aggregate compensation that may be paid to any non-employee director any calendar year (including cash and awards under the 2023 Plan) is $750,000, or $1 million for the year in which such director is first elected or appointed to the Board. |