DEF 14A of Metagenomi Therapeutics, Inc., Apr 27, 2026

DEF 14A of Metagenomi Therapeutics, Inc.

Filed Apr 27, 2026 · FY20250001193125-26-182325

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Class II Directors - Present Terms Expiring at the Annual Meeting and Proposed Terms Expiring at the 2029 Annual Meeting of Stockholders

    Class II Directors - Present Terms Expiring at the Annual Meeting and Proposed Terms Expiring at the 2029 Annual Meeting of Stockholders Juergen Eckhardt, M.D., M.B.A. served as our Chairman of the Board of Directors from September 2020 to February 2024. Dr. Eckhardt has served as Head of Leaps at Bayer AG (OTC: BAYRY) since February 2019 and previously served as Head of Venture Investments from September 2016 to February 2019. He currently serves on the boards of a few private biotechnology companies. Previously, Dr. Eckhardt served as a management consultant and Associate Partner at McKinsey & Co. and a member of McKinsey’s Healthcare Leadership Team from 1994 to 2002. Dr. Eckhardt received his M.D. from the University of Basel and his M.B.A. from INSEAD in Fontainebleau, France. We believe that Dr. Eckhardt is qualified to serve as a director because of his extensive experience in strategy, finance, leadership and drug development. Eric Bjerkholt, M.B.A. has served on our Board of Directors since January 2025. Mr. Bjerkholt has served as the Chief Financial Officer of Mirum Pharmaceuticals, Inc. (Nasdaq: MIRM), a biopharmaceutical company developing treatments for orphan and rare diseases, since September 2023. Prior to that, Mr. Bjerkholt served as Chief Financial Officer of Chinook Therapeutics, Inc., a biopharmaceutical company focused on kidney diseases, from November 2020 to August 2023. In August 2023, Chinook Therapeutics was acquired by Novartis AG. Before Chinook Therapeutics, Inc., he served as the Chief Financial Officer of Aimmune Therapeutics, Inc., a biotechnology company developing treatments for food allergies, from April 2017 to November 2020, at which time, Aimmune was acquired by Nestle Health Science US Holdings, Inc. Prior to Aimmune Therapeutics, Mr. Bjerkholt spent 13 years at Sunesis Pharmaceuticals, Inc. from 2004 until 2017, where in addition to his role as Chief Financial Officer, Mr. Bjerkholt served in various capacities, including Executive Vice President of Corporate Development and Finance, Corporate Secretary and Chief Compliance Officer. Previously, Mr. Bjerkholt held senior executive finance roles at IntraBiotics Pharmaceuticals, Inc., LifeSpring Nutrition, Inc. and Age Wave, LLC and spent seven years in healthcare investment banking at J.P. Morgan & Company, Inc. He is currently a member of the board of directors of Surrozen, Inc. (Nasdaq: SRZN), a publicly traded biotechnology company, and a member of the board of directors of Cerus Corporation (Nasdaq: CERS), a publicly traded biotechnology company. Mr. Bjerkholt previously served as a member of the board of directors and chair of the audit committee of CalciMedica, Inc. (Nasdaq: CALC), a publicly traded biotechnology company, from September 2020 until January 2025. Mr. Bjerkholt holds a Cand. Oecon degree in economics from the University of Oslo in Norway and an M.B.A. from Harvard Business School. We believe that Mr. Bjerkholt is qualified to serve as a director because of his extensive experience in finance, strategy, leadership, and the biotechnology industry.

  3. Directors Continuing in Office

    Directors Continuing in Office

  4. Class III Directors – Terms Expiring at the 2027 Annual Meeting of Stockholders

    Class III Directors – Terms Expiring at the 2027 Annual Meeting of Stockholders Brian C. Thomas, Ph.D. is our founder and currently serves on the Board of Directors. Dr. Thomas previously served as our Chief Executive Officer from September 2016 to November 2025 and as our Chairman of the Board from February 2024 to November 2025. Since December 2022, Dr. Thomas has served as chairman of the board of directors of Haya Therapeutics, Inc. Previously, from 2001 to 2017, Dr. Thomas served as a program manager at University of California, Berkeley. From 1999 to 2001, Dr. Thomas served as a lead bioinformatics scientist at EOS Biotechnology (now PDL, Inc.). Dr. Thomas received his B.Sc. in cellular biology and his Ph.D. in biochemistry from University of Kansas and completed his post-doctoral research in computational biology at University of California, Berkeley. We believe that Dr. Thomas is qualified to serve as a director because of his considerable academic and research expertise, as well as his expansive knowledge about our Company as our founder and former Chief Executive Officer. Jian Irish, Ph.D., M.B.A. has served as our President and Chief Executive Officer since November 2025. Dr. Irish previously served as our President since November 2021 and Chief Operating Officer from January 2021 to November 2025. Prior to joining us, Dr. Irish held positions as Senior Vice President, Global Head of Manufacturing and Senior Vice President of Supply Chain at Kite Pharma (now a subsidiary of Gilead Sciences, Inc. (Nasdaq: GILD)) from September 2016 to December 2020. Dr. Irish served as Interim Chief Operating Officer of Affini-T Therapeutics from January 2021 to January 2022. Dr. Irish also served as Interim Chief Technology Officer and a board member for Fosun Kite, a joint venture between Kite Pharma and Fosun Pharma, from October 2018 to April 2020. From December 2014 to August 2016, Dr. Irish held positions as Vice President of Biologics Supply, Outsourcing, Partnerships, and External Manufacturing and Vice President of Product Development at Sanofi. From January 2000 to September 2014, Dr. Irish held various leadership positions at Amgen in operations, including Executive Director of JAPAC Supply, Executive Director of Contract Manufacturing, Officer for Kirin-Amgen JV, and Global Operations Team Leader. Dr. Irish currently serves as an advisor to Ori Biotech, and previously served as an advisor to ORCA Biosystems and ViTToria Biotherapeutics. Dr. Irish received a B.S. in chemical engineering from East China University of Science and Technology, an M.S. and Ph.D. in pharmaceutical sciences from Chiba University, and an M.B.A. from University of California, Los Angeles, Anderson School of Management. We believe that Dr. Irish is qualified to serve as a director because of her considerable academic and research expertise, as well as her expansive knowledge about our Company as our current President and Chief Executive Officer and previous Chief Operating Officer.

  5. Class I Directors - Terms Expiring at the 2028 Annual Meeting of Stockholders

    Class I Directors - Terms Expiring at the 2028 Annual Meeting of Stockholders Laurence Reid, Ph.D. has served on our Board of Directors since August 2025. Dr. Reid has served as chairperson of the board of directors of Broken String Biosciences Limited, a privately held biotechnology company, since August 2024. Dr. Reid has also served on the boards of directors of KalVista Pharmaceuticals, Inc. (Nasdaq: KALV), a publicly traded biotechnology company, since November 2024 and other private biotechnology companies. Previously, he served as President and Chief Executive Officer of Decibel Therapeutics, Inc., a publicly traded biotechnology company prior to its acquisition by Regeneron Pharmaceuticals, Inc. (Nasdaq: REGN), from January 2020 to November 2023. From November 2019 to November 2020, Dr. Reid was an Entrepreneur in Residence at Third Rock Ventures LLC, a venture capital firm. From March 2015 to October 2018, he served as Chief Executive Officer of Warp Drive Bio, LLC, a privately held biotechnology company, until the company’s acquisition by Revolution Medicines, Inc. Prior to that, he served as Chief Business Officer of Alnylam Pharmaceuticals, Inc. (Nasdaq: ALNY), a publicly traded biotechnology company, from June 2010 to December 2014, and at Ensemble Discovery Corporation, a privately held biopharmaceutical company, from January 2006 to June 2010. From 1993 to 2003, Dr. Reid was General Manager at Millennium Pharmaceuticals, Inc., which is now part of Takeda Pharmaceutical Company Limited (NYSE: TAK). Dr. Reid received a B.A. in natural sciences from Cambridge University and a Ph.D. in biochemistry from King’s College, London University. We believe that Dr. Reid is qualified to serve as a director because of his extensive experience with biotechnology companies, and as member of the board of directors on several public and private companies. Willard H. Dere, M.D. was appointed Chairman of the Board in November 2025. Dr. Dere has served on our Board of Directors since August 2021 and as lead independent director since November 2024. Dr. Dere currently serves as Chief Advisor and Chief Medical Officer at Angitia Biopharmaceuticals since July 2022, and on the board of directors of BioMarin Pharmaceutical Inc. (Nasdaq: BMRN) and Seres Therapeutics, Inc. (Nasdaq: MCRB). From November 2014 to August 2022, he served as a director at Radius Health Inc. (Nasdaq: RDUS), and from March 2018 to January 2026, he served as a director at Mersana (now Day One Biopharmaceuticals, Inc. (Nasdaq: DAWN)). He also serves on the scientific advisory boards of AliveGen and Heranova Lifesciences. Dr. Dere served as a Professor of Internal Medicine from November 2014 to July 2022 at the University of Utah School of Medicine, and is currently Professor Emeritus, a position he has held since July 2022. Dr. Dere also served as Associate Vice President for Research, Co-Director of The Center for Genomic Medicine and Co-Director of the Utah Clinical and Translational Science Institute at the University of Utah Health Sciences Center during this time period. Before joining the University of Utah, Dr. Dere held various positions at Amgen, Inc., including Senior Vice President of Global Development and Corporate, then International Chief Medical Officer, from July 2003 to October 2014. From 1989 to 2003, Dr. Dere held multiple positions in clinical research, and regulatory affairs and safety at Eli Lilly and Company (NYSE: LLY). He was also an assistant professor from 1989 to 1999 and a clinical associate professor from 1999 to 2009 at the Indiana University School of Medicine. Dr. Dere received his B.A. in history, zoology and M.D. from the University of California, Davis; he completed his postdoctoral training at the University of Utah in internal medicine, and at the University of California, San Francisco in endocrinology and metabolism. We believe that Dr. Dere is qualified to serve as a director because of his extensive experience in drug development, and as a member of the board of directors for several public and private companies. We believe that all of our current Board members possess the professional and personal qualifications necessary for Board service and have highlighted particularly noteworthy attributes for each Board member in the individual biographies above.

  6. Director Compensation

    Director Compensation The following table presents the total compensation for each person who served as a non-employee member of our Board during the fiscal year ended December 31, 2025. Other than as set forth in the table and described more above, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our Board during the fiscal year ended December 31, 2025. We reimburse members of our Board for reasonable travel and out-of-pocket expenses incurred in attending meetings of our Board and committees of our Board. Dr. Irish, who is our President and Chief Executive Officer, did not receive any additional compensation for her service as a director. The compensation received by Dr. Irish, as an NEO of the Company, is presented in the “2025 Summary Compensation Table” below.

  7. Director Compensation

    | | Fees Earned or Paid in Cash | Option Awards | Total | | Name | ($)(1) | ($)(2)(3) | ($) | | Willard H. Dere, M.D. | 79,409 | 23,514 | 102,923 | | Eric Bjerkholt, M.B.A. | 60,358 | 86,475 | 146,833 | | Sebastián Bernales, Ph.D. (4) | 24,028 | — | 24,028 | | Juergen Eckhardt, M.D., M.B.A. | 61,875 | 23,514 | 85,389 | | Laurence Reid, Ph.D. | 17,431 | 55,679 | 73,110 | | Brian C. Thomas, Ph.D. (5) | 6,676 | — | 6,676 |

  8. Director Compensation

    (1) Amounts represent annual cash compensation earned for services rendered by non-employee members of our Board and the committees thereof during the fiscal year ended December 31, 2025. (2) Amounts reflect the aggregate grant date fair value of option awards granted during 2025 in accordance with our Non-Employee Director Compensation Policy, described below, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Such grant date fair values do not take into account any estimated forfeitures. See Note 11 – Stock-Based Compensation to our audited consolidated financial statements appearing in our 2025 Annual Report for assumptions underlying the valuation of equity awards. The amounts reported in this column reflect the accounting cost for these options and do not correspond to the actual economic value that may be received by our directors upon the exercise of the options or any sale of the underlying shares of common stock. (3) As of December 31, 2025, Drs. Dere and Eckhardt each held options to purchase an aggregate of 99,636 shares of common stock, Mr. Bjerkholt held options to purchase an aggregate of 50,572 shares of common stock, and Dr. Reid held options to purchase an aggregate of 42,000 shares of common stock (4) Dr. Bernales' service on our Board ended on June 10, 2025. His annual cash compensation earned for services rendered as a member of our Board and the committees thereof during the fiscal year ended December 31, 2025, was prorated accordingly. As of December 31, 2025, Dr. Bernales did not hold any unexercised stock options or unvested stock awards. (5) Dr. Thomas resigned as our Chief Executive Officer on November 6, 2025. Following his resignation, he earned cash compensation in accordance with our non-employee director compensation policy. His annual cash compensation earned for services rendered as a non-employee director on our Board during the fiscal year ended December 31, 2025, was prorated accordingly. The number of unvested stock awards and unexercised stock options held by Dr. Thomas as of December 31, 2025, is reflected in the “Outstanding Equity Awards” table below.

  9. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy We have adopted a non-employee director compensation policy designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the policy, our non-employee directors are eligible to receive annual cash retainers (which are payable quarterly in arrears and prorated for partial years of service) and equity awards as set forth below:

  10. Non-Employee Director Compensation Policy

    | Annual Retainer for Board Membership | $40,000 | | Additional Annual Retainer for Non-Executive Chairman of the Board | $40,000 | | Additional Annual Retainers for Committee Membership | | | Audit Committee Chair | $15,000 | | Audit Committee member | $7,500 | | Compensation Committee Chair | $15,000 | | Compensation Committee member | $7,500 | | Nominating and Corporate Governance Committee Chair | $10,000 | | Nominating and Corporate Governance Committee member | $5,000 | | Research and Development Committee Chair | $10,000 | | Research and Development Committee member | $5,000 |

  11. Non-Employee Director Compensation Policy

    In addition, our policy provides that, upon initial election or appointment to our Board of Directors, each new non-employee director is granted an award of 42,000 stock options; provided, however that, to the extent necessary, the award shall be reduced so that the grant date fair value of the options are no greater than $600,000 in value (the “Director Initial Grant”). The Director Initial Grant will vest over three years, with 33% vesting on the first anniversary of the grant date and the remaining 67% vesting in 24 equal monthly installments thereafter, subject to the non-employee director’s continued services to us. On the date of each annual meeting of stockholders of our company, each non-employee director who will continue as a non-employee director following such meeting will be granted 21,000 stock options; provided that, to the extent necessary, the award shall be reduced so that the grant date fair value of the options are no greater than $300,000 in value (the “Director Annual Grant”). The Director Annual Grant will vest in full on the earlier of the one-year anniversary of the grant date or on the date of our next annual meeting of stockholders, subject to the non-employee director’s continued services to us. Such awards are subject to full acceleration vesting upon the sale of our company. The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any non-employee director for service as a non-employee director in a calendar year period will not exceed $1,000,000 in the first calendar year such individual becomes a non-employee director and $800,000 in any other calendar year.

  12. PROPOSAL 1 - ELECTION OF CLASS II DIRECTORS

    PROPOSAL 1 - ELECTION OF CLASS II DIRECTORS In accordance with our amended and restated certificate of incorporation, as amended, and our second amended and restated bylaws, our Board is divided into three staggered classes of directors, and each director is assigned to one of the three classes. At each annual meeting of the stockholders, one class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The terms of Juergen Eckhardt, M.D., M.B.A. and Eric Bjerkholt, M.B.A. expire at the Annual Meeting. Dr. Eckhardt and Mr. Bjerkholt have been nominated for and have agreed to stand for re-election to our Board to serve as Class II directors of our Company for three years and until their respective successors are duly elected and qualified or until their earlier death, resignation or removal.

  13. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  14. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Brian C. Thomas, Ph.D. (5) | 2025 | 563,014 | 42,240 | 191,061 | — | 599,746(5) | 1,396,061 | | Former Chief Executive Officer | 2024 | 628,333 | 1,287,493 | 3,860,492 | 265,200 | 19,766 | 6,061,284 | | Jian Irish, Ph.D., M.B.A. | 2025 | 570,655 | 427,960 | 402,782 | 252,590 | 13,933 | 1,667,920 | | President and Chief Executive Officer | 2024 | 536,333 | 762,496 | 2,286,313 | 187,000 | 11,293 | 3,783,435 | | Pamela Wapnick, M.B.A. | 2025 | 464,000 | 210,480 | 81,883 | 161,101 | 17,500 | 934,964 | | Chief Financial Officer | 2024 | 445,000 | 749,999 | 2,248,828 | 122,400 | 14,413 | 3,580,640 | | Matthew L. Wein, J.D. (6) | 2025 | 407,151 | 163,401 | 43,476 | 124,856 | 17,500 | 756,384 | | General Counsel, Compliance Officer, Head of BD&L and Corporate Secretary | 2024 | — | — | — | — | — | — |

  15. 2025 Summary Compensation Table

    The amounts reported in this column represent the aggregate grant date fair value of equity awards granted to our named executive officers or materially modified during the applicable fiscal year, as calculated in accordance with FASB ASC Topic 718. Such grant date value does not take into account any estimated forfeitures related to service-based vesting conditions. The assumptions used in the grant date fair value of the awards are described in Note 11 – Stock-Based Compensation to our audited consolidated financial statements appearing in our 2025 Annual Report. (2) The amounts reported in this column represent the aggregate grant date fair value of stock options granted to our named executive officers during the applicable fiscal year, as calculated in accordance with FASB ASC Topic 718. Such grant date value does not take into account any estimated forfeitures related to service-based vesting conditions. The assumptions used in the grant date fair value of the awards are described in Note 11 – Stock-Based Compensation to our audited consolidated financial statements appearing in our 2025 Annual Report. (3) The amounts reported represent annual bonuses under our annual cash bonus program based on achievement of company performance and individual performance during the applicable fiscal year. (4) Except as otherwise set forth below, the amounts reported in this column reflect an employer matching contribution on the employee’s behalf under our 401(k) plan. (5) The amounts reported for Dr. Thomas for 2025 includes (i) $17,500 in 401(k) employer matching contributions, (ii) amounts payable pursuant to the Transition Agreement (as described below under “—Employment Agreements with our NEOs”), including (A) $99,127, prorated for days in 2025, in monthly retainer fees for consulting services and (B) a bonus for 2025 of $399,600, (iii) $76,843 for PTO payout and (iv) $6,676 in cash director fees for the portion of 2025 he served as a non-employee director. (6) 2025 is Mr. Wein's first year as an NEO, therefore no 2024 compensation data is shown for Mr. Wein.

  16. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    Outstanding Equity Awards at 2025 Fiscal Year-End Table The following table lists all outstanding equity awards held by our NEOs as of December 31, 2025.

  17. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | | | | Option Awards(1) | | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Brian C. Thomas, Ph.D. | 05/26/2022 | 01/21/2022 | | | | | 5,037(3) | 8,160 | | Former Chief | 06/26/2023 | 01/20/2023 | | | | | 17,568(3) | 28,460 | | Executive Officer | 04/01/2024 | 04/01/2024 | 208,467 | 291,856 | 10.82 | 3/31/34 | | | | | 04/01/2024 | 04/01/2024 | | | | | 74,370(4) | 120,479 | | | 04/01/2025 | 04/01/2025 | — | 196,000 | 1.32 | 3/31/35 | | | | | 04/01/2025 | 04/01/2025 | | | | | 32,000(5) | 51,840 | | Jian Irish, Ph.D., M.B.A. | 05/26/2022 | 01/21/2022 | | | | | 1,290(3) | 2,090 | | President and Chief | 06/26/2023 | 01/20/2023 | | | | | 4,497(3) | 7,285 | | Executive Officer | 04/01/2024 | 04/01/2024 | 123,461 | 172,847 | 10.82 | 3/31/34 | | | | | 04/01/2024 | 04/01/2024 | | | | | 44,045(4) | 71,353 | | | 04/01/2025 | 04/01/2025 | — | 140,000 | 1.32 | 3/31/35 | | | | | 04/01/2025 | 04/01/2025 | | | | | 23,000(5) | 37,260 | | | 12/01/2025 | 12/01/2025 | — | 225,000 | 1.60 | 11/30/35 | | | | | 12/01/2025 | 12/01/2025 | | | | | 37,500(6) | 60,750 | | | 12/01/2025 | 12/01/2025 | | | | | 211,000(7) | 341,820 | | Pamela Wapnick, M.B.A. | 04/01/2024 | 09/18/2023 | 163,940 | 127,510 | 10.82 | 3/31/34 | | | | Chief Financial | 04/01/2024 | 09/18/2023 | | | | | 30,326(8) | 49,128 | | Officer | 04/01/2025 | 04/01/2025 | — | 84,000 | 1.32 | 3/31/35 | | | | | 04/01/2025 | 04/01/2025 | | | | | 14,000(5) | 22,680 | | | 12/01/2025 | 12/01/2025 | | | | | 120,000(7) | 194,400 | | Matthew L. Wein | 04/01/2024 | 02/01/2024 | 20,036 | 23,681 | 10.82 | 3/31/34 | | | | General Counsel, | 04/01/2024 | 03/01/2024 | | | | | 5,849(9) | 9,475 | | Compliance Officer, | 04/01/2025 | 03/01/2025 | — | 22,725 | 1.32 | 3/31/35 | | | | Head of BD&L and | 04/01/2025 | 04/01/2025 | — | 21,875 | 1.32 | 3/31/35 | | | | Corporate Secretary | 04/01/2025 | 04/01/2025 | | | | | 3,775(10) | 6,116 | | | 04/01/2025 | 04/01/2025 | | | | | 3,650(5) | 5,913 | | | 12/01/2025 | 12/01/2025 | | | | | 96,000(7) | 155,520 |

  18. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    (1) Represents stock option awards granted under our 2024 Stock Option and Incentive Plan which vest as follows: 25% of the shares subject to each option vested or will vest on the one year anniversary of the vesting commencement date, with the remainder vesting in 36 equal monthly installments thereafter, subject to continued service through each vesting date. (2) The fair market value is based on the closing price of our common stock on December 31, 2025, the last trading date of 2025, of $1.62. (3) Represents unvested restricted common stock our NEOs received in exchange for profits interests units upon conversion of the Company from a limited liability company to a C corporation. The unvested restricted common stock vest as follows: 25% vest on the one year anniversary of the vesting commencement date; and then the remaining 75% of the total vest in substantially equal amounts on each monthly anniversary of the vesting commencement date thereafter, until fully vested on the fourth anniversary of the vesting commencement date, subject to continued service through each vesting date. (4) Represents unvested restricted stock units granted under our 2024 Stock Option and Incentive Plan which vest as follows: 25% vested on June 5, 2025, with the remainder vesting in 12 equal quarterly installments thereafter, subject to continued service through each vesting date. (5) Represents unvested restricted stock units granted under our 2024 Stock Option and Incentive Plan which vest as follows: 25% vest on June 5, 2026, with the remainder vesting in 12 equal quarterly installments thereafter, subject to continued service through each vesting date. (6) Represents unvested restricted stock units granted under our 2024 Stock Option and Incentive Plan which vest as follows: 25% vest on December 5, 2026, with the remainder vesting in 12 equal quarterly installments thereafter, subject to continued service through each vesting date. (7) Represents unvested restricted stock units granted under our 2024 Stock Option and Incentive Plan which vest as follows: 50% vest on December 5, 2026 and 50% vest on December 5, 2027, subject to continued service through each vesting date. (8) Represents unvested restricted stock units granted under our 2024 Stock Option and Incentive Plan which vest as follows: 25% vested on September 5, 2024, with the remainder vesting in 12 equal quarterly installments thereafter, subject to continued service through each vesting date. (9) Represents unvested restricted stock units granted under our 2024 Stock Option and Incentive Plan which vest as follows: 25% vested on March 5, 2025, with the remainder vesting in 12 equal quarterly installments thereafter, subject to continued service through each vesting date. Represents unvested restricted stock units granted under our 2024 Stock Option and Incentive Plan which vest as follows: 25% vest on March 5, 2026, with the remainder vesting in 12 equal quarterly installments thereafter, subject to continued service through each vesting date.