DEF 14A of Jade Biosciences, Inc., Apr 28, 2026

DEF 14A of Jade Biosciences, Inc.

Filed Apr 28, 2026 · FY20250001193125-26-187059

Open on EDGAR

  1. Board of Directors and Director Nominees

    Board of Directors and Director Nominees The following table provides summary information about each nominee for Class II director and each continuing director.

  2. Board of Directors and Director Nominees

    | Nominees | Age(1) | Director Since | Term Expires | Principal Occupation | Committees | | Christopher Cain, Ph.D. | 42 | 2025 | 2026 | Director of Research, Fairmount Funds Management LLC | Compensation Committee; Nominating & Corporate Governance Committee | | Tom Frohlich | 50 | 2025 | 2026 | CEO and President of Jade Biosciences, Inc. | | | Continuing Directors | | | | | | | Eric Dobmeier, J.D. | 57 | 2025 | 2027 | Venture Partner, Samsara BioCapital | Audit Committee; Nominating & Corporate Governance Committee | | Tomas Kiselak | 39 | 2025 | 2028 | Founding Partner, Fairmount Funds Management LLC | Compensation Committee | | Lawrence Klein, Ph.D. | 43 | 2025 | 2028 | CEO of Oruka Therapeutics | Audit Committee; Nominating & Corporate Governance Committee | | Erin Lavelle | 48 | 2025 | 2027 | Former COO and CFO, ProfoundBio and Eliem Therapeutics | Audit Committee; Compensation Committee |

  3. Board of Directors and Director Nominees

    | (1) Ages as of April 17, 2026. |

  4. Board of Directors and Director Nominees

    | 2026 PROXY STATEMENT | 1 |

  5. Information Regarding Directors

    Information Regarding Directors The names of the nominees and of our other current directors, their ages as of April 17, 2026, and certain other information about them are set forth below:

  6. Nominees for Election to the Board of Directors

    Nominees for Election to the Board of Directors

  7. 2029 Annual Meeting of Stockholders (Class II)

    | Christopher Cain, Ph.D. | | | | | Director | | | | Age: 42 Director Since: 2025 | Committees: • Compensation • Nominating and Corporate Governance |

  8. Career Highlights

    Career Highlights Dr. Cain has served as a member of our board of directors since the completion of the Merger in April 2025 and served on Pre-Merger Jade’s board of directors since July 2024. Since April 2020, Dr. Cain has served as Director of Research at Fairmount Funds Management LLC (“Fairmount”), a healthcare investment firm. Prior to Fairmount, Dr. Cain served in various positions at healthcare funds, including Vice President at Samsara BioCapital, LP, a biotherapeutics-focused venture capital fund, from February 2019 to February 2020, Apple Tree Partners, a life sciences-focused venture capital fund, from 2016 to January 2019, and, before that, RA Capital Management, an investment management company, where he invested in both public and emerging private biotechnology companies. Previously, Dr. Cain was a writer and editor at BioCentury Publications. He currently serves as a member of the board of directors of Cogent Biosciences, Inc. (Nasdaq: COGT), Viridian Therapeutics Inc. (Nasdaq: VRDN) and Damora Therapeutics, Inc. (Nasdaq: DMRA). Dr. Cain’s extensive experience as an investor in the healthcare sector and as a director of publicly traded life sciences companies contributed to our board of directors’ conclusion that he should serve as a director of our Company. Dr. Cain received a B.A. from the University of California, Santa Barbara and a Ph.D. in Biochemistry and Molecular Biology from the University of California, San Francisco.

  9. Career Highlights

    | 2026 PROXY STATEMENT | 5 |

  10. Career Highlights

    | Tom Frohlich | | | | Chief Executive Officer, President and Director | | | Age: 50 Director Since: 2025 |

  11. Career Highlights

    Career Highlights Mr. Frohlich has served as Jade’s Chief Executive Officer, President and as a member of its board of directors since the completion of the Merger in April 2025 and served in the same roles at Pre-Merger Jade since October 2024. From June 2021 to October 2023, Mr. Frohlich served as Chief Operating Officer and, from January 2019 to June 2021, as Chief Business Officer at Chinook Therapeutics, Inc., a Nasdaq-listed biopharmaceutical company that was acquired by Novartis AG in August 2023, where he was responsible for strategy, business development, commercial planning, chemistry, manufacturing and controls, quality and program management. From April 2018 to October 2023, Mr. Frohlich also served as an Operating Principal and subsequently as an Entrepreneur in Residence at Versant Ventures, a healthcare investment firm, where he was responsible for company creation and due diligence. From April 2018 to December 2018, Mr. Frohlich served as the Senior Vice President of Business Development at Inception Sciences, Inc., a drug discovery engine co-founded with Versant Ventures. Prior to joining Inception Sciences, from 2014 to 2018, Mr. Frohlich held positions of increasing responsibility at Arbutus Biopharma (formerly Tekmira Pharmaceuticals) (Nasdaq: ABUS), a biopharmaceutical company, most recently as Vice President of Business Development from 2016 through 2018. Prior to joining Arbutus Biopharma, Mr. Frohlich worked internationally at Johnson & Johnson (NYSE: JNJ), a pharmaceutical and medical technology company, from 2007 through 2014, and at Merck & Co., Inc. (NYSE: MRK), a pharmaceutical company, from 1998 through 2006, in various roles leading commercial strategy across all stages of product development. Mr. Frohlich serves on the board of directors of two private biotechnology companies. Mr. Frohlich’s extensive operational and business development experience in the healthcare industry contributed to our board of directors’ conclusion that he should serve as a director of our Company. Mr. Frohlich received a B.Sc. in Biochemistry from the University of Victoria and an M.B.A. from the University of Oxford.

  12. Career Highlights

    | 6 | JADE BIOSCIENCES |

  13. Members of the Board of Directors Continuing in Office

    Members of the Board of Directors Continuing in Office

  14. 2027 Annual Meeting of Stockholders (Class III)

    | Eric Dobmeier, J.D. | | | | | Chair of the Board of Directors | | | | Age: 57 Director Since: 2025 | Committees: • Audit • Nominating and Corporate Governance |

  15. Career Highlights

    Career Highlights Mr. Dobmeier has served as a member of Jade’s board of directors since the completion of the Merger in April 2025 and served on Pre-Merger Jade’s board of directors since October 2024. Mr. Dobmeier has also served as a Venture Partner at Samsara BioCapital, LP, a biotherapeutics-focused venture capital fund, since May 2024. From April 2019 to September 2023, Mr. Dobmeier served as President, Chief Executive Officer and a member of the board of directors at Chinook Therapeutics, Inc., a Nasdaq-listed biopharmaceutical company that was acquired by Novartis AG in August 2023. Prior to that role, during 2018, Mr. Dobmeier served as President and Chief Executive Officer at Silverback Therapeutics, Inc., a private biopharmaceutical company. From 2002 to 2017, Mr. Dobmeier held positions of increasing responsibility at Seagen Inc., a Nasdaq-listed biotechnology company, most recently as Chief Operating Officer. Mr. Dobmeier currently serves as a member of the board of directors of Janux Therapeutics, Inc. (Nasdaq: JANX) and Structure Therapeutics, Inc. (Nasdaq: GPCR), as well as several private biotechnology companies. He previously served as a member of the board of directors of Atara Biotherapeutics, Inc. (Nasdaq: ATRA) from March 2015 to June 2024. Mr. Dobmeier’s extensive executive leadership experience in the life sciences industry, as well his experience as an investor in the industry and as a director of publicly traded life sciences companies, contributed to our board of directors’ conclusion that he should serve as a director of our Company. Mr. Dobmeier received his A.B. in History from Princeton University and his J.D. from the University of California, Berkeley School of Law.

  16. Career Highlights

    | 2026 PROXY STATEMENT | 7 |

  17. Career Highlights

    | Erin Lavelle | | | | | Director | | | | Age: 48 Director Since: 2025 | Committees: • Audit (Chair) • Compensation |

  18. Career Highlights

    Career Highlights Ms. Lavelle has served as a member of Jade’s board of directors since the completion of the Merger in April 2025 and served on Pre-Merger Jade’s board of directors since September 2024. From October 2023 until July 2024, Ms. Lavelle served as the Chief Operating Officer and Chief Financial Officer at ProfoundBio, Inc., a private biotechnology company that was acquired by Genmab A/S in May 2024. Prior to ProfoundBio, Ms. Lavelle served as Chief Operating Officer and Chief Financial Officer at Eliem Therapeutics, Inc., a Nasdaq-listed biotechnology company, from October 2020 to March 2023. From April 2018 to February 2020, Ms. Lavelle served as the Chief Operating Officer at Alder BioPharmaceuticals, Inc., a Nasdaq-listed biotechnology company that was acquired by H. Lundbeck A/S in October 2019. In addition to that role, she served as Alder’s appointed director for Vitaeris Inc., a privately held biotechnology company based in Vancouver, British Columbia, Canada. Prior to that, Ms. Lavelle served in various roles at Amgen Inc. (Nasdaq: AMGN) from 2003 to 2018, most recently serving as General Manager Taiwan from September 2017 to April 2018, as Executive Director, Japan Asia Pacific (Hong Kong) from May 2016 to September 2017, and Executive Director, Global Marketing Business Analytics and Insights from June 2014 to May 2016. She started her career as an investment banker in the healthcare group at Merrill Lynch & Co. Ms. Lavelle currently serves as a member of the board of directors of several private companies. She served as a member of the board of directors of Neoleukin Therapeutics, Inc., a Nasdaq-listed biopharmaceutical company, which later became Neurogene Inc. (Nasdaq: NGNE), from May 2020 to December 2023. Ms. Lavelle’s extensive operational and financial experience in the biotechnology industry and her service as a director of a number of life sciences companies contributed to our board of directors’ conclusion that she should serve as a director of our Company. Ms. Lavelle holds a B.A. in Economics from Yale University.

  19. Career Highlights

    | 8 | JADE BIOSCIENCES |

  20. 2028 Annual Meeting of Stockholders (Class I)

    | Tomas Kiselak | | | | | Director | | | | Age: 39 Director Since: 2025 | Committees: • Compensation (Chair) |

  21. Career Highlights

    Career Highlights Mr. Kiselak has served as a member of Jade’s board of directors since the completion of the Merger in April 2025 and served on Pre-Merger Jade’s board of directors since July 2024. Mr. Kiselak is a Founding Partner at Fairmount Funds Management LLC, a healthcare investment firm he co-founded in April 2016. Prior to Fairmount, Mr. Kiselak was a managing director at RA Capital Management, LLC, a healthcare and life science investment firm. Mr. Kiselak currently serves as the chairman of the board of directors of Viridian Therapeutics, Inc. (Nasdaq: VRDN) and as a member of the board of directors of Apogee Therapeutics, Inc. (Nasdaq: APGE), Spyre Therapeutics, Inc. (Nasdaq: SYRE) and Zenas BioPharma, Inc. (Nasdaq: ZBIO). Mr. Kiselak also serves as a director for several private companies. He previously served as a director of Dianthus Therapeutics, Inc. (Nasdaq: DNTH) from 2023 to 2025. Mr. Kiselak’s extensive experience as an investor in the healthcare and life sciences industries and as a director of a number of life sciences companies contributed to our board of directors’ conclusion that he should serve as a director of our Company. Mr. Kiselak received a B.S. in Neuroscience and Economics from Amherst College.

  22. Career Highlights

    | 2026 PROXY STATEMENT | 9 |

  23. Career Highlights

    | Lawrence Klein, Ph.D. | | | | | Director | | | | Age: 43 Director Since: 2025 | Committees: • Audit • Nominating and Corporate Governance (Chair) |

  24. Career Highlights

    Career Highlights Dr. Klein has served as a member of Jade’s board of directors since the completion of the Merger in April 2025 and served on Pre-Merger Jade’s board of directors since July 2024. Dr. Klein has served as Chief Executive Officer and as a member of the board of directors of Oruka Therapeutics, Inc. (formerly known as ARCA biopharma, Inc.) (Nasdaq: ORKA) (“Oruka”), a biotechnology company, since August 2024, and served as Chief Executive Officer and as a member of the board of directors of a private biotechnology company formerly known as Oruka Therapeutics, Inc. from February 2024 through the completion of the company’s business combination with Oruka in August 2024. From January 2023 to February 2024, Dr. Klein was a Partner at Versant Venture Management, LLC (“Versant”), a healthcare and biotechnology venture capital firm. Prior to Versant, Dr. Klein served in various positions at CRISPR Therapeutics AG (Nasdaq: CRSP), a biopharmaceutical company, including Chief Operating Officer from January 2020 to October 2022, Chief Business Officer from January 2019 to January 2020, Senior Vice President, Business Development and Strategy from November 2017 to December 2018 and as Vice President, Strategy from February 2016 to November 2017. Before joining CRISPR, Dr. Klein was an Associate Partner at McKinsey & Company, a global management consulting firm, from October 2014 to February 2016. Dr. Klein served as a member of the board of directors of Dyne Therapeutics, Inc. (Nasdaq: DYN) from September 2019 to May 2023 and of Jasper Therapeutics, Inc. (Nasdaq: JSPR) from September 2021 to June 2023. Dr. Klein’s extensive operational and business development experience in the life sciences industry, as well as his experience as an investor in the healthcare and biotechnology industries and as a director of a number of publicly-traded life sciences companies, contributed to our board of directors’ conclusion that he should serve as a director of our Company.

  25. Identification and Evaluation of Nominees for Directors

    Identification and Evaluation of Nominees for Directors The nominating and corporate governance committee identifies nominees for director by first evaluating the current members of our board of directors willing to continue in service. Current members with qualifications and skills that are consistent with the nominating and corporate governance committee’s criteria for board of director service and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of our board of directors with that of obtaining a new perspective or expertise. If any member of our board of directors does not wish to continue in service or if our board of directors decides not to re-nominate a member for re-election, the nominating and corporate governance committee may identify the desired skills and experience of a new nominee in light of the criteria above, in which case, the nominating and corporate governance committee would generally poll our board of directors and members of management for their recommendations. The nominating and corporate governance committee reviews the qualifications, experience and background of the candidates. Final candidates are interviewed by the members of the nominating and corporate

  26. Identification and Evaluation of Nominees for Directors

    | 2026 PROXY STATEMENT | 17 |

  27. Identification and Evaluation of Nominees for Directors

    governance committee and by certain of our other independent directors and executive management. In making its determinations, the nominating and corporate governance committee evaluates each individual in the context of our board of directors as a whole, with the objective of assembling a group that can best contribute to the success of our Company and represent stockholder interests through the exercise of sound judgment. After review of and deliberation on all feedback and data, the nominating and corporate governance committee makes its recommendation to our board of directors. We have not received director candidate recommendations from our stockholders and do not have a formal policy regarding consideration of such recommendations. However, any recommendations received from stockholders will be evaluated in the same manner that potential nominees suggested by board of directors members, management or other parties are evaluated. Under our bylaws, stockholders wishing to suggest a candidate for director should write to our corporate secretary and provide such information about the stockholder and the proposed candidate as is set forth in our bylaws and as would be required by SEC rules to be included in a proxy statement. In addition, the stockholder must include the consent of the candidate and describe any arrangements or understandings between the stockholder and the candidate regarding the nomination. In order to give the nominating and corporate governance committee sufficient time to evaluate a recommended candidate and/or include the candidate in our proxy statement for the 2027 annual meeting, the recommendation should be received by our corporate secretary at our principal executive offices, in accordance with our procedures detailed in the section below entitled “Stockholder Proposals.”

  28. Executive and Director Compensation

    Executive and Director Compensation

  29. OUR EXECUTIVE COMPENSATION PRACTICES

    | WHAT WE DO | | | | Significant Portion of Compensation is at Risk. Under our executive compensation program, a significant portion of compensation is “at risk” based on performance, including short-term cash incentives and long-term equity incentives, to align the interests of our executive officers and stockholders. | | | Independent Compensation Committee. Our board of directors has determined that each of the members of the compensation committee is independent. | | | Independent Compensation Advisor Reports Directly to Compensation Committee. The compensation committee engages its own compensation consultant to assist with compensation decisions. | | | Annual Market Review of Executive Compensation. The compensation committee and its compensation consultant annually assess competitiveness and market alignment of our compensation plans and practices. | | | Multi-Year Vesting Requirements. The equity awards granted to our executive officers vest over multi-year periods, consistent with current market practice and our retention objectives. | | | Minimize Inappropriate Risk Taking. Our compensation program is weighted toward long-term incentive compensation to discourage short-term risk taking. | | | Competitive Peer Group. Our compensation committee selects our peers from biotechnology and pharmaceutical companies that are similar to us with respect to market capitalization, headcount and stage of development, while also taking into account a number of qualitative criteria. | | | Clawback Policy. We maintain a clawback policy as required by SEC and Nasdaq rules to recover erroneously awarded incentive compensation from our current and former executive officers in the event of an accounting restatement. |

  30. OUR EXECUTIVE COMPENSATION PRACTICES

    | WHAT WE DON’T DO | | | | No Special Health or Welfare Benefits for Executives. Our executive officers participate in broad-based, company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried employees. Executives do not have access to special benefits programs. | | | No Post-Employment Tax Gross-Ups. We do not provide any post-employment tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments or benefits. | | | Prohibition on Hedging and Pledging. Our insider trading policy prohibits our employees (including executive officers) and directors from engaging in hedging or short-term speculative transactions involving our securities. |

  31. OUR EXECUTIVE COMPENSATION PRACTICES

    | Name and principal position(1) | Year | Salary ($)(2) | Option awards ($)(3) | Non-equity incentive plan compensation ($)(4) | All other compensation ($)(5) | Total ($) | | Tom Frohlich(6) Chief Executive Officer, President and Director | 2025 | 621,970 | 8,779,876 | 397,913 | — | 9,799,759 | | | 2024 | 146,920 | 1,121,312 | 96,164 | — | 1,364,396 | | Andrew King, Ph.D. President, Research and Development | 2025 | 507,301 | 3,775,903 | 258,600 | — | 4,541,804 | | | 2024 | 313,636 | 348,328 | 89,641 | — | 751,605 | | Bradford Dahms Chief Financial Officer | 2025 | 233,013 | 3,781,940 | 113,600 | 3,438 | 4,131,991 | | Timothy P. Noyes Former Chief Executive Officer | 2025 | 213,767 | — | — | 1,600,716 | 1,814,483 | | | 2024 | 641,000 | 2,750,536 | — | — | 3,391,536 |

  32. Outstanding Equity Awards at Fiscal

    Outstanding Equity Awards at Fiscal

  33. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not maintain nonqualified defined contribution plans or other nonqualified deferred compensation plans. Our board of directors or compensation committee may elect to provide our officers and other employees with non-qualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

  34. Termination or Change in Control Benefits

    Termination or Change in Control Benefits Our NEOs may become entitled to certain benefits or enhanced benefits in connection with a change in control and/or certain terminations. Each of our NEOs’ employment letter agreement entitles such NEO to certain benefits upon a qualifying termination and a qualifying termination in connection with a change in control. For additional discussion, please see “—Employment Arrangements with Our NEOs.”

  35. Equity Award Timing Policies and Practices

    | Director Compensation |

  36. Director Compensation

    Director Compensation subject to the initial award will be reduced so that the value will be equal to this limit. In addition, on the date of each annual meeting of our stockholders, non-employee directors are eligible to receive options to purchase 35,000 shares of our common stock. However, if the value of an annual award on the grant date would exceed $400,000, then the number of shares of common stock subject to the annual award will be reduced so that the value will be equal to this limit. The initial stock option awards vest in equal monthly installments through the third anniversary of the date of grant, subject to continued service through each vesting date. Annual awards will be granted on the date of each annual meeting of our stockholders and vest on the first to occur of (1) the first anniversary of the grant date or (2) the next occurring annual meeting of our stockholders, subject to continued service through each vesting date. All equity awards granted to our non-employee directors will also vest in full upon a change in control. Compensation under our non-employee director compensation program is subject to the annual limits on non-employee director compensation set forth in the 2025 Stock Incentive Plan. Our board of directors or its authorized committee may modify the non-employee director compensation program from time to time in the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, subject to the annual limit on non-employee director compensation set forth in the 2025 Stock Incentive Plan. The following table summarizes the compensation earned or paid to each person who served as a non-employee director for some portion of 2025. Mr. Frohlich is not included in the following table as he served as an executive officer during 2025 and his compensation is included in the Summary Compensation Table above. Mr. Frohlich does not receive any compensation for his service as a member of the board of directors.

  37. Director Compensation

    | Name(1)(2) | Fees Earned or Paid in Cash ($) | Option Awards ($)(3) | All Other Compensation ($) | Total ($) | | Eric Dobmeier, J.D. | $55,688 | $171,247 | — | $226,935 | | Chris Cain, Ph.D. | $34,425 | $171,247 | — | $205,672 | | Tomas Kiselak | $35,100 | $171,247 | — | $206,347 | | Lawrence Klein, Ph.D. | $38,812 | $171,247 | — | $210,059 | | Erin Lavelle | $41,175 | $171,247 | — | $212,422 | | Habib J. Dable | $21,250 | — | — | $21,250 | | Allison Dorval | $25,000 | — | — | $25,000 | | David Grayzel, M.D. | $10,750 | — | — | $10,750 | | Mark Iwicki | $26,250 | — | — | $26,250 | | Joshua Resnick, M.D. | $19,500 | — | — | $19,500 | | Donald J. Santel | $9,750 | — | — | $9,750 |

  38. Director Compensation

    | (1) The amounts reflected herein for directors who served on the Pre-Merger Jade board of directors do not include any compensation they received from Pre-Merger Jade prior to the Merger. |

  39. Director Compensation

    | (2) Mr. Dable, Ms. Dorval, Dr. Grayzel, Mr. Iwicki, Dr. Resnick, and Mr. Santel resigned from our board of directors effective as of April 28, 2025. In connection with the Merger on April 28, 2025, Mr. Dobmeier, Dr. Cain, Mr. Kiselak, Dr. Klein, and Ms. Lavelle were appointed to our board of directors. |

  40. Director Compensation

    | (3) Except as described in footnote (4), represents the grant date fair value of option awards granted during 2025 computed in accordance with FASB ASC 718. See Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 6, 2026 for a description of the assumptions used in valuing our option awards. |

  41. Director Compensation

    | 2026 PROXY STATEMENT | 43 |

  42. Director Compensation

    Director Compensation The aggregate number of shares subject to stock options and restricted stock outstanding at December 31, 2025 for each non-employee director was as follows:

  43. Director Compensation

    | Name | Number of Securities Underlying Options Outstanding at December 31, 2025 | Number of Shares of Restricted Stock Outstanding at December 31, 2025 | | Eric Dobmeier, J.D. | 292,901 | — | | Chris Cain, Ph.D. | 23,017 | — | | Tomas Kiselak | 23,017 | — | | Lawrence Klein, Ph.D. | 71,737 | 55,681 | | Erin Lavelle | 157,953 | — | | Habib J. Dable | — | — | | Allison Dorval | — | — | | David Grayzel, M.D. | — | — | | Mark Iwicki | — | | | Joshua Resnick, M.D. | — | — | | Donald J. Santel | — | — |

  44. Director Compensation

    | 44 | JADE BIOSCIENCES |

  45. Director Compensation

    | Equity Compensation Plan Information |

  46. Director Compensation

    The following table summarizes securities available under our equity compensation plans as of December 31, 2025.

  47. Director Compensation

    | | (A) Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights | (B) Weighted-Average Exercise Price of Outstanding Options, Warrants and Right | (C) Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) | | Equity compensation plans approved by security holders:(1) | | | | | 2025 Stock Incentive Plan(2) | 2,344,408 | $9.45 | 6,167,494 | | 2025 Employee Stock Purchase Plan(3) | — | — | 476,951 | | 2024 Equity Incentive Plan(4) | 7,391,670 | $4.79 | — | | Equity compensation plans not approved by security holders | — | — | — | | Total Equity Incentive Plans | 9,736,078 | | 6,644,445 |

  48. Director Compensation

    | (1) The material features of our equity incentive plans are more fully described in Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 6, 2026. |

  49. Director Compensation

    | (2) The 2025 Stock Incentive Plan provides for an automatic increase in the number of shares reserved for issuance thereunder on January 1 of each year through and including January 1, 2035 equal to (1) 5% of our diluted stock on the preceding December 31, or (2) a lesser amount approved by the board of directors each year. |

  50. Director Compensation

    | (3) The 2025 Employee Stock Purchase Plan provides for an automatic increase in the number of shares reserved for issuance thereunder on January 1 of each year through and including January 1, 2035 equal to (1) the lesser of 1% of our diluted stock on the preceding December 31 or 2,000,000, or (2) a lesser amount approved by the board of directors each year. As of December 31, 2025, 49,213 of the 476,951 shares available for issuance under the 2025 Employee Stock Purchase Plan were eligible to be purchased during the offering period in effect on such date. |

  51. Director Compensation

    | (4) Stock options granted by Pre-Merger Jade under the 2024 Equity Incentive Plan were assumed by us in connection with the Merger. No further awards may be made under the 2024 Equity Incentive Plan. |

  52. Director Compensation

    | 2026 PROXY STATEMENT | 45 |

  53. Director Compensation

    | Certain Relationships and Related Party Transactions |

  54. Director Compensation

    The following is a description of each transaction involving (1) the Company since the Closing, including proposed transactions, (2) Pre-Merger Jade since June 18, 2024 (its inception) through the Closing, and (3) Aerovate, beginning on January 1, 2024, and in which:

  55. Director Compensation

    | • | the Company, Pre-Merger Jade, or Aerovate has been, or is to be, a participant; |

  56. Director Compensation

    | • | the amount involved exceeded or will exceed the lesser of $120,000 and 1% of the average of either the Company’s, Pre-Merger Jade’s, or Aerovate’s total assets (as the case may be) at year end for the last two completed fiscal years; and |

  57. Director Compensation

    | • | in which the directors, executive officers, former directors, former executive officers, director nominees and holders of more than 5% of capital stock of the Company, Pre-Merger Jade, or Aerovate (as the case may be), or other persons as may be required to be disclosed pursuant to Item 404 of Regulation S-K, had or will have a direct or indirect material interest. |

  58. Director Compensation

    Other than the compensation agreements and other arrangements disclosed above in the section titled “Executive and Director Compensation,” and the transactions described below, since the Closing of the Merger, there were no transactions or series of similar transactions to which Aerovate, Pre-Merger Jade, or the Company were a party in which the amount involved exceed $120,000 (or, if less, 1% of the average of Aerovate, Pre-Merger Jade, or the Company’s total asset amounts (as the case may be) at year end for the last two completed fiscal years) and in which any director, executive officer, holder of 5% or more of any class of Aerovate’s, Pre-Merger Jade’s or the Company’s capital stock (as the case may be) or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had a direct or indirect material interest.