DEF 14A of ARS Pharmaceuticals, Inc., Apr 29, 2026

DEF 14A of ARS Pharmaceuticals, Inc.

Filed Apr 29, 2026 · FY20250001193125-26-191433

Open on EDGAR

  1. Nominees for Election for a Three-year Term Expiring at the 2029 Annual Meeting

    Nominees for Election for a Three-year Term Expiring at the 2029 Annual Meeting Saqib Islam, J.D., 56, has served as a member of our Board of Directors since the closing of the merger in November 2022 and as a member of the Silverback Therapeutics, Inc. board of directors from 2017 to 2022. Mr. Islam also served as the Chief Executive Officer and a member of the board of directors of Springworks Therapeutics, Inc., a clinical-stage biopharmaceutical company focused on developing life-changing medicines for patients with severe rare diseases and cancer, from 2018 to July 2025. In addition, Mr. Islam has also served on the board of directors of Passage Bio, Inc., a genetic medicines company, since March 2019. From 2016 to 2017, Mr. Islam served as Chief Business Officer at Moderna Therapeutics, Inc., a biotechnology company. From 2013 to 2016, Mr. Islam was Executive Vice President, Chief Strategy and Portfolio Officer at Alexion Pharmaceuticals, Inc., a biopharmaceutical company. Prior to joining Alexion, Mr. Islam served in various Managing Director positions at Morgan Stanley and Credit Suisse. Mr. Islam holds a B.A. from McGill University and a J.D. from Columbia Law School. The Nominating and Corporate Governance Committee and the Board of Directors believe that Mr. Islam’s experience and expertise in operations management and executive leadership at various biopharmaceutical companies provide him with the qualifications and skills to serve as a member of our Board of Directors. Phillip Schneider, 70, has served as a member of our Board of Directors since May 2019. He also has served on the board of directors of Longboard Pharmaceuticals, Inc. (Nasdaq: LBPH) from December 2020 to 2024 when it was acquired by H. Lundbeck A/S. Mr. Schneider previously served as a director of Pfenex Inc., a clinical-stage biotechnology products company, from 2014 to October 2020. Prior to that, Mr. Schneider held various positions with IDEC Pharmaceuticals Corporation, a biopharmaceutical company focused on therapies for the treatment of hematologic, and autoimmune diseases, from 1987 to 2003, including Senior Vice President and Chief Financial Officer from 1997 to 2003 and Director of Finance and Administration from 1992 to 1997. Prior to that, Mr. Schneider held various management positions at Syntex Pharmaceuticals Corporation, a pharmaceutical company, from 1985 to 1987, and KPMG LLP, an audit and tax advisory firm, from 1982 to 1984, where he attained his CPA license. Mr. Schneider previously served as a member of the board of directors at Arena Pharmaceuticals, Inc. (Nasdaq: ARNA), a clinical stage pharmaceutical company, from 2008 to 2018, Auspex Pharmaceuticals, Inc. (formerly Nasdaq: ASPX), a biopharmaceutical company, from 2014 until its acquisition by Teva Pharmaceutical Industries Ltd. in 2015, and Gen-Probe, Inc., a biotechnology company, from 2002 until its acquisition by Hologic Inc. in 2012. Mr. Schneider holds a B.S. in Biochemistry from the University of California, Davis and an M.B.A. from the University of Southern California. The Nominating and Corporate Governance Committee and the Board of Directors believe that Mr. Schneider’s experience in finance and accounting and knowledge of the biotechnology industry provide him with the qualifications and skills to serve as a member of our Board of Directors. Laura Shawver, Ph.D., 68, has served as a member of our Board of Directors since the closing of the merger in November 2022 and as a member of the Silverback Therapeutics, Inc.’s board of directors from April 2020 to November 2022. Dr. Shawver currently serves as a Venture Partner at RA Ventures and most recently served as the President and Chief Executive Officer of Capstan Therapeutics, Inc., a biotechnology company focused on in vivo engineering of cells through targeted lipid nanoparticles from September 2022 through its acquisition by Abbvie in August of 2025. Dr. Shawver also previously served as Silverback Therapeutic Inc.’s Chief Executive Officer from April 2020 through August 2022. Previously, Dr. Shawver served as the President and Chief Executive Officer and as a member of the board of directors of Synthorx, Inc. (formerly Nasdaq: THOR) from 2017 until its acquisition by Sanofi S.A. in January 2020. Dr. Shawver has also served as a member of the board of directors for Relay Therapeutics, Inc. (Nasdaq: RLAY) from 2017 to 2025 and currently serves on the board of directors for several private companies. Prior roles include Chief Executive Officer and Director of Cleave Biosciences, Entrepreneur in Residence for 5AM Ventures, Chief Executive Officer of Phenomix Corp., as well as various positions at SUGEN, Inc. and Berlex Biosciences (formerly Triton Biosciences). Dr. Shawver holds a B.S in microbiology and a Ph.D. in pharmacology, both from the University of Iowa. The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. Shawver’s extensive experience and expertise as both a director and member of the executive leadership teams of biopharmaceutical companies, her background as a scientist and drug developer, and her educational background provide her with the qualifications and skills to serve as a member of our Board of Directors.

  2. Directors Continuing in Office Until the 2027 Annual Meeting

    Directors Continuing in Office Until the 2027 Annual Meeting Rajeev Dadoo, Ph.D., 56, has served as a member of our Board of Directors since August 2021. Since September 2020, Dr. Dadoo has served as a managing partner of SR One Capital Management, L.P. Dr. Dadoo was previously a Partner at S.R. One, Limited, a wholly owned subsidiary of GlaxoSmithKline, which he joined in 2004. He is an alumnus of the Kauffman Fellows Program. His prior roles have included working in the Competitive Excellence group at GlaxoSmithKline, a global healthcare company which engages in the research, development, and manufacture of pharmaceutical medicines, vaccines, and consumer healthcare products, on various global projects and at Genentech, Inc., a biotechnology company, in technology and clinical development. He has also held product development and business development roles at Bio-Rad Laboratories, Inc. (NYSE: BIO), an American developer and manufacturer of specialized technological products for the life science research and clinical diagnostics markets, and Genome Therapeutics Corp., a biotechnology company, respectively. Dr. Dadoo holds a BA degree in Chemistry and Mathematics from Knox College, a Ph.D. in Chemistry from Stanford University, and an M.B.A. from the Wharton School of the University of Pennsylvania. The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. Dadoo is qualified to serve on our Board of Directors based on his experience as a venture capitalist in the life sciences industry, his product development experience and his educational background. Michael Kelly, 61, has served as a member of our Board of Directors since May 2019. Mr. Kelly served as Chief Executive Officer, President and a member of the Board of Directors of NervGen Pharma Corp. (TSX-V: NGEN; OTCQX: NGENF) a clinical stage biotech company from April 2023 to July 2025. From 2016 to June 2019, Mr. Kelly served as President of U.S. Operations for Adapt Pharma, Inc., which developed and commercialized NARCAN® (naloxone HCl) Nasal Spray. From 2013 to 2016, Mr. Kelly served as the Chief Executive Officer and a director of Covis Pharmaceuticals, Inc., a pharmaceutical company focused on therapeutic solutions for patients with life-threatening conditions and chronic illnesses. Mr. Kelly was also a member of the founding management team of Azur Pharma Limited, a specialty pharmaceutical company, and later, following a strategic merger, served as the Senior Vice President of Sales and Marketing for Jazz Pharmaceuticals plc (Nasdaq: JAZZ), a biopharmaceutical company. Prior to his tenure at Azur Pharma, he served as Vice President of Commercial Operations at Guilford Pharmaceuticals Inc., a biopharmaceutical company, Vice President of Sales and Marketing at ViroPharma Incorporated, biotechnology company dedicated to the development and commercialization of products that address serious diseases, and held various commercial and medical roles at TAP Pharmaceuticals Inc., a pharmaceutical company. Mr. Kelly holds a Bachelor of Science in business administration from The College of New Jersey and a Master of Business Administration from Rider University. The Nominating and Corporate Governance Committee and the Board of Directors believe that Mr. Kelly is qualified to serve on our Board of Directors based on his over 26 years of experience in the pharmaceutical industry, including as an executive, director and senior manager at several pharmaceutical companies. Pratik Shah, Ph.D., 56, has served as a member of our Board of Directors since 2016 and was appointed as our Chair in 2018. Dr. Shah has served as the Chief Executive Officer of Design Therapeutics, Inc. (Nasdaq: DSGN), a biotechnology company, since September 2023 and as Design’s Chairman and a member of its board of directors since 2017. Dr. Shah has served as the President of Marlinspike since 2018, and of Marlinspike Group Inc. from 2015 to October 2020. Dr. Shah served as the Chair of the board of directors of Synthorx, Inc. (formerly Nasdaq: THOR), a clinical- stage biotechnology company, from 2018 until its acquisition by Sanofi S.A. in January 2020. Dr. Shah also served as the President and Chief Executive Officer and Chair of the board of directors of Auspex Pharmaceuticals, Inc. (formerly Nasdaq: ASPX), a biopharmaceutical company, from 2013 until its acquisition by Teva Pharmaceutical Industries Ltd. in 2015. From 2004 to 2014, he was a partner at Thomas, McNerney & Partners, a healthcare venture capital firm. Dr. Shah holds a B.S. in Biological Sciences from the University of California at Irvine and a Ph.D. in Biochemistry and Molecular Biology and an M.B.A. in Finance, both from the University of Chicago. The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. Shah is qualified to serve on our Board of Directors based on his experience as a director and executive officer of biopharmaceutical companies, his extensive background as venture capitalist in the biopharmaceutical industry and his educational background.

  3. Directors Continuing in Office Until the 2028 Annual Meeting

    Directors Continuing in Office Until the 2028 Annual Meeting Richard Lowenthal, M.S., MSEL, 60, is our co-founder and has served as our President and a member of our Board of Directors since our inception in 2015. He also served as our Chairman from 2015 through 2018 and has served as our Chief Executive Officer since 2018. Mr. Lowenthal previously served as President of Pacific-Link Regulatory Consulting and Research, Inc., a medicinal product development consultancy founded by Mr. Lowenthal, where he provided leadership and mentoring on clinical development, regulatory affairs, quality assurance, licensing and investment opportunities, including supporting the clinical and regulatory development of Valtoco (diazepam nasal spray). Prior to Pacific- Link Regulatory Consulting and Research, Inc., Mr. Lowenthal held many leadership roles at several biopharmaceutical and pharmaceutical companies that included Chief Executive Officer and President of MTG Biotherapeutics Inc.; Vice President of Regulatory Affairs and quality assurance for Cadence Pharmaceuticals, Inc.; Head of Worldwide Regulatory Affairs, Quality Assurance and Drug Safety for Maxim Pharmaceuticals, Inc.; Vice President of Regulatory Affairs and Quality Assurance for AnGes, MG, Inc.; Global Project Leader and Global Director of Regulatory Affairs for Janssen Research Foundation; Director of Regulatory Affairs and Quality Assurance for Somerset Pharmaceuticals Inc.; and New Drug Review Chemist for the U.S. Food and Drug Administration in the Division of Neuropharmacologic Drug Products and the Division of Oncology and Pulmonary Drug Products. Mr. Lowenthal holds an M.Sc. in organic chemistry from Florida State University and a Master’s in Business Science for Executive Leadership from the University of San Diego. He has served as past chair of the American Association of Pharmaceutical Scientists (San Diego region), as well as member of the USP Biotechnology Expert Committee, Virology Working group, member of the National Organization of Rare Disease Corporate Council and has worked with various PhRMA and ICH Working Groups. The Nominating and Corporate Governance Committee and the Board of Directors believe that Mr. Lowenthal is qualified to serve on our Board of Directors based on his over 35 years of biotechnology and pharmaceutical development experience, his experience as a founder, director and executive officer of biopharmaceutical companies and his educational background. Peter Kolchinsky, Ph.D., 49, has served as a member of our Board of Directors since August 2021. Dr. Kolchinsky has more than 20 years of experience in healthcare investing and is the Founder of and a Managing Partner at RA Capital Management, L.P (“RA Capital”). RA Capital is a multi-stage investment manager dedicated to evidence-based investing in public and private healthcare and life science companies that are developing drugs, medical devices, diagnostics and research tools. Dr. Kolchinsky has served on the board of directors of WAVE Life Sciences, Ltd. (Nasdaq: WVE), a biotechnology company focused on delivering therapies for patients with serious, genetically-defined diseases, since 2015. Dr. Kolchinsky was previously a member of the board of directors of Dicerna Pharmaceuticals, Inc. (Nasdaq: DRNA), from 2013 to December 2019; Forma Therapeutics Holdings, Inc. (formerly Nasdaq: FMTX), from December 2019 to October 2022; Synthorx, Inc. (formerly Nasdaq: THOR), from 2018 to January 2020 and ICOSAVAX, Inc. (Nasdaq: ICVX), from March 2021 to December 2023, all public pharmaceutical companies. Dr. Kolchinsky also served on the Board of Global Science and Technology for the National Academy of Sciences and is the author of “The Great American Drug Deal” and “The Entrepreneur’s Guide to a Biotech Startup”. He founded the non-profit No Patient Left Behind to advocate for healthcare reforms that would solve affordability and promote continued biomedical innovation. Dr. Kolchinsky holds a BA from Cornell University and a Ph.D. in Virology from Harvard University. The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. Kolchinsky is qualified to serve on our Board of Directors based on his experience as an investor in the life sciences sector and as a director of a number of healthcare and life science companies. Brenton L. Saunders, 56, has served as a member of our Board of Directors since May 2021. Mr. Saunders is currently Chairman and Chief Executive Officer of Bausch + Lomb Corporation, an eye health products company, having been named to the position in March 2023. He served as Executive Chairman of the board of directors of The Beauty Health Company (Nasdaq: SKIN) (formerly Vesper Healthcare Acquisition Corp.), a beauty health company, from July 2020 to 2023 and now is Chairman of The Beauty Health Company. Mr. Saunders also served as the President and Chief Executive Officer of Vesper Healthcare Acquisition Corp., a special purpose acquisition company, from July 2020 to May 2021. Until its acquisition by AbbVie Inc. (NYSE: ABBV), Mr. Saunders served as Chairman (2016 to May 2020) and President and Chief Executive Officer (2014 to May 2020) of Allergan plc (formerly NYSE: AGN), a pharmaceutical company that focuses on medical aesthetics, eye care, central nervous system, and gastroenterology. Prior to that, Mr. Saunders served as Chief Executive Officer of Forest Laboratories Inc. (formerly NYSE: FRX), a pharmaceutical company focused on therapeutic areas of the central nervous and cardiovascular systems, a role he held until its merger with Actavis Plc (formerly NYSE: ACT), a global pharmaceutical company focused on acquiring, developing, manufacturing and marketing branded pharmaceuticals, generic and over-the-counter medicines, and biologic products, in 2014. Following the merger with Actavis, Mr. Saunders was named Chief Executive Officer of the combined business in 2015. From 2010 to 2013, Mr. Saunders served as Chief Executive Officer of Bausch + Lomb Incorporated, an eye health products company, until its acquisition by Valeant in 2013. Mr. Saunders currently serves as Chairman of Beauty Health and Roam. He serves as a director for Cambrian BioPharma, Nextech, Arena AI, Rapalogix, Opthalmology Foundation Board, and serves on the Executive Committee of Mt. Sinai Medical Center. Mr. Saunders holds a Bachelor of Arts degree from the University of Pittsburgh, a Juris Doctor degree from the Temple University School of Law, and an M.B.A. from the Temple University School of Business. The Nominating and Corporate Governance Committee and the Board of Directors believe that Mr. Saunders is qualified to serve on our Board of Directors based on his over 27 years of experience in the healthcare industry, his experience as an executive and director of several prominent global pharmaceutical and healthcare companies.

  4. Directors Continuing in Office Until the 2028 Annual Meeting

    Peter A. Thompson, M.D., 66, has served as a member of our Board of Directors since the closing of the merger in November 2022. Dr. Thompson was a co-founder of Silverback Therapeutics, Inc., served as its Chair from 2016 to November 2022, and as its Chief Executive Officer from 2016 to April 2020. Dr. Thompson is a General Partner of OrbiMed Advisors LLC (“OrbiMed”), an investment firm. Dr. Thompson currently serves on the boards of directors of several public companies including Corvus Pharmaceuticals, Inc. (Nasdaq: CRVS) (since 2014), Edgewise Therapeutics, Inc. (Nasdaq: EWTX) (since 2017), and Sionna Therapeutics (Nasdaq: SION) (since 2022), as well as several private companies. Previously, Dr. Thompson served on the boards of Alpine Immune Sciences Inc. (Nasdaq: ALPN), Decibel Therapeutics, Inc. (Nasdaq: DBTX), Janux Therapeutics, Inc. (Nasdaq: JANX), PMV Pharmaceuticals, Inc. (Nasdaq: PMVP), and Prevail Therapeutics Inc. (Nasdaq: PRVL). Dr. Thompson also previously served in executive leadership roles at Trubion Pharmaceuticals, Inc., Chiron Corporation, and Becton, Dickinson and Company. Dr. Thompson is an Affiliate Professor of Neurosurgery at the University of Washington. In addition, Dr. Thompson holds numerous patents and is a board-certified internist and oncologist. Dr. Thompson holds a Sc. B. in Molecular Biology and Mathematics from Brown University and an M.D. from Brown University Medical School. The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. Thompson is qualified to serve on our Board of Directors based on his experience in management and venture capital in the biopharmaceutical industry.

  5. Directors Continuing in Office Until the 2028 Annual Meeting

    | Proposal 2—Ratification of Selection of Independent Registered Public Accounting Firm | | | The Board of Directors recommends a vote “FOR” the ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm. | |

  6. Directors Continuing in Office Until the 2028 Annual Meeting

    The Audit Committee has selected Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 and has further directed that management submit the selection of independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Representatives of Ernst & Young LLP are expected to be present virtually at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions. Neither our Amended and Restated Bylaws nor other governing documents or law require stockholder ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in our best interests and the best interests of our stockholders.

  7. Information Regarding the Board of Directors and Corporate Governance

    Information Regarding the Board of Directors and Corporate Governance

  8. Key Governance Features in our Compensation Program

    | What We Do | | What We Do Not Do | | | | Pay-for-performance philosophy | | No excise tax gross-ups | | | An appropriate mix of short- and long-term incentives for our executives | | No hedging or pledging of our stock | | | Perform an annual risk assessment of our compensation program | | No excessive perquisites | | | Engage an independent compensation consultant | | No discounted stock options awards | | | “Double-trigger” change-in-control provisions | | No guaranteed base salary increases and no guaranteed bonuses | | | Maintain a compensation recovery policy to ensure accountability | | No post-termination retirement benefits that are not available to employees generally | | | Review peer group and peer pay regularly as a reference point | | |

  9. Role of the Compensation Committee

    Role of the Compensation Committee The Compensation Committee, or the Board upon recommendation from the Compensation Committee, establishes the annual compensation, including salaries, performance-based bonus opportunity and equity awards, for our executive officers. In the case of the Chief Executive Officer, the Compensation Committee evaluates his performance and recommends to the Board any adjustments to his compensation. The compensation of our NEOs other than Mr. Lowenthal is generally determined and approved by our Compensation Committee. The Compensation Committee has strict protocols to avoid conflicts of interest and to maintain confidentiality in connection with determinations of the compensation of our Chief Medical Officer, who is the spouse of Mr. Lowenthal, our President and Chief Executive Officer, The compensation of Mr. Lowenthal is determined and approved by our Board without members of management present, based on recommendations from our Compensation Committee. Generally, the Compensation Committee’s process comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. The Compensation Committee has the authority to establish the compensation mix it believes is appropriate for each executive officer, as well as any performance measures, goals, targets and business objectives that may be applicable with respect to any component of such compensation mix. The Compensation Committee further determines the severance arrangements that we make available to executive officers. The Compensation Committee meets periodically throughout the year to manage and evaluate our executive compensation program and generally determines, subject to any Board approval the Compensation Committee requests, the principal components of compensation (base salary, performance bonus and equity awards) for our executive officers on an annual basis.

  10. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee recognizes that there is value in procuring independent, objective expertise and counsel in connection with fulfilling its duties, and, pursuant to its charter, the Compensation Committee has the authority to select and retain independent advisors and counsel to assist it with carrying out its duties and responsibilities. The Compensation Committee has exercised this authority to engage Aon as its independent compensation consultant and has worked with Aon to develop a compensation peer group, provide a competitive market analysis of the base salary, annual cash incentive awards and long-term incentive compensation of our executive officers compared against the compensation peer group, report on share utilization and review other market practices and trends. While the Compensation Committee took into consideration the review and recommendations of Aon, as well as the practices of our compensation peer group, when making decisions about our executive compensation program, ultimately, the Compensation Committee made its own independent decisions in determining our executives’ compensation. The Compensation Committee has assessed the independence of Aon pursuant to SEC and Nasdaq rules. In doing so, the Compensation Committee considered each of the factors set forth by the SEC and Nasdaq with respect to a compensation consultant’s independence and reviewed Aon’s own self-evaluations of, and conclusions regarding, its independence. Based on its consideration of the foregoing and other relevant factors, the Compensation Committee concluded that there were no conflicts of interest and that Aon is independent.

  11. Peer Group

    Peer Group We use a peer group to provide a broad perspective on competitive pay levels and practices. The Compensation Committee, with the assistance of Aon, in October 2024 adopted a peer group consisting of similar companies with respect to sector, stage of development and market capitalization for use in connection with decisions about 2025 executive compensation. The peer group was ultimately chosen based on the following characteristics: • Sector—Biotechnology/Pharmaceuticals companies • Stage of Development—Seeking NDA approval, as well as recently commercial companies • Market capitalization—Generally between 0.3x and 3.0x ARS’ market capitalization, or between $400 million and $3.8 billion, based on our market capitalization at the time of the analysis Revenue—Approximately 0.5x to 3x our projected revenues Input from external investors and the broader talent market also informed the selection. Applying these criteria, the Compensation Committee approved 18 companies to serve as the peer group for 2025 compensation decisions.

  12. Peer Group

    | Agios Pharmaceuticals, Inc. | Liquidia Corporation | | Alector, Inc. | Mirum Pharmaceuticals, Inc. | | AnaptysBio, Inc. | Protagonist Therapeutics, Inc. | | Arcutis Biotherapeutics, Inc. | Revance Therapeutics, Inc. | | Avadel Pharmaceuticals plc | Rigel Pharmaceuticals, Inc. | | Cogent Biosciences, Inc. | Syndax Pharmaceuticals, Inc. | | Day One Biopharmaceuticals, Inc. | Tarsus Pharmaceuticals, Inc. | | Geron Corporation | TG Therapeutics, Inc. | | Iovance Biotherapeutics, Inc. | Viridian Therapeutics, Inc. |

  13. Elements of Compensation

    Elements of Compensation The elements of the compensation program for our NEOs consist of: base salary; an annual cash (non-equity) incentive plan bonus; long-term equity awards; and, when determined necessary, limited perquisites. Our NEOs are entitled to severance benefits under our Change in Control and Severance Benefit Plan (see “Potential Payments Upon Termination or Change in Control” below).

  14. Annual Base Salary

    Annual Base Salary Base salaries for our NEOs are initially established through arm’s-length negotiation at the time the executive is hired, taking into account such executive’s qualifications, experience, prior salary, the scope of his or her responsibilities, and competitive market compensation paid by other companies for similar positions within the industry. Base salaries are reviewed annually, typically in connection with our annual performance review process, and adjusted from time to time to realign salaries with market levels of compensation paid by our peer companies and after taking into account individual responsibilities, performance and experience. In making decisions regarding salary increases, we draw upon the expertise of our independent compensation consultant, who provides comparative compensation data from similar sized companies in our industry. We also draw upon the experience of members of our Board of Directors with other companies. The Compensation Committee has not previously applied specific formulas to determine increases, although it has generally awarded increases as a percentage of an executive officer’s then-current base salary. This strategy is consistent with our intent of offering base salaries that are cost-effective while remaining competitive. The 2025 annual base salaries for our NEOs are set forth in the table below. These increases reflect the Compensation Committee’s (and, in the case of Mr. Lowenthal, the Board’s) consideration of competitive market data for their respective roles, each individual’s performance and responsibilities, retention considerations, and the desire to position their base salaries appropriately relative to executives in similar positions at peer companies. In particular, the 2025 increases in base salary reflected the Compensation Committee’s adoption of a peer group that aligns with the Company’s anticipated transition to a commercial-stage enterprise. In connection with this shift, the Compensation Committee incorporated peers with larger scale and more advanced commercial operations, which contributed to upward adjustments in salary levels to remain competitive in attracting and retaining executive talent.

  15. Annual Performance-Based Bonus Opportunity

    Annual Performance-Based Bonus Opportunity We seek to motivate and reward our executives for achievements relative to our corporate goals and expectations for each fiscal year. In 2025, each of our NEOs was eligible to receive an annual performance bonus based on the achievement of performance goals as determined by our Board and Compensation Committee. Each NEO has a target bonus represented as a percentage of base salary (a “target bonus percentage”) each of which is set forth below. The Compensation Committee did not recommend an adjustment to the annual incentive target bonus percentage for any of the NEOs for 2025, as they determined the current amounts to be market competitive. In 2024, our Board (with respect to Mr. Lowenthal) and our Compensation Committee (with respect to Dr. Tanimoto and Mr. Chakma) approved the following target bonus percentages for the 2025 fiscal year:

  16. Annual Performance-Based Bonus Opportunity

    | | Target Bonus | | | as a % of | | | Base Salary | | Name | (%) | | Richard Lowenthal, M.S., MSEL | 60% | | Sarina Tanimoto, M.D., M.B.A. | 40% | | Justin Chakma | 40% |

  17. Company Performance Measures

    Company Performance Measures For 2025, the Compensation Committee structured the annual bonus program based on corporate priorities that reflected the Company’s most critical objectives, including regulatory and clinical milestones, market access progress, commercial execution, and financial performance. The Compensation Committee formulated the 2025 corporate goals after obtaining input from our Chief Executive Officer regarding the annual operating plan, targeted research and development advancements and related risks. Based on this information, the Compensation Committee recommended performance-based metrics and performance targets for the bonus plan based on goals that it considered rigorous and challenging and that considered the relevant risks and opportunities. The 2025 corporate goals were weighted based on the importance to the business and value they provide to stockholders. The 2025 corporate goals were based on the following:

  18. Company Performance Measures

    | Goal Category | General Description | | Regulatory & Clinical Milestones | Progress on key regulatory submissions and approvals (U.S., EU, other key markets) and advancement of clinical programs. | | Market Access Expansion | Progress in payer coverage and access initiatives supporting broader patient availability. | | Commercial Launch & Promotion | Execution of commercial launch activities and promotional initiatives supporting awareness and uptake. | | Financial & Operational Performance | Performance against internal financial goals supporting company growth. |

  19. Company Performance Measures

    At the end of the year, the Compensation Committee and our Board reviewed the Company’s performance against the pre-established 2025 corporate goals, in determining the extent to which the corporate objectives were achieved. After considering management’s input and conducting its own independent evaluation, the Compensation Committee determined that the Company’s 2025 corporate goals were achieved at 75% of target, and the Board approved this determination.

  20. Individual Performance Measures

    Individual Performance Measures The Compensation Committee evaluated the individual performance of Dr. Tanimoto and Mr. Chakma, for whom personal goals represented 30% of the annual bonus opportunity. In assessing individual performance, the Compensation Committee considered their contributions to advancing the Company’s 2025 priorities and supporting key strategic and operational initiatives. Based on this review, the Compensation Committee determined that both NEOs achieved 100% of their individual performance goals. For each of Dr. Tanimoto and Mr. Chakma, the combination of a 75% corporate score and 100% individual performance resulted in a combined performance score of 82.5%. Based on this determination, the Compensation Committee approved annual performance bonuses as follows, which amounts are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table:

  21. Individual Performance Measures

    | | 2025 Bonus Opportunity | | | Actual Performance and Payout | | | | | | | Target | | | | | | | | | Bonus | | | | | | | | 2025 | as a % of | | | | Combined | 2025 | | | Base | Base | Target | Corporate | Individual | Performance | Earned | | | Salary | Salary | Bonus | Multiplier | Performance | Score | Bonus | | Name | ($) | (%) | ($) | (%) | (%) | (%) | (%) | | Richard Lowenthal, M.S., MSEL | 700,000 | 60% | 420,000 | 75.0% | N/A | 75.0% | 315,000 | | Sarina Tanimoto, M.D., M.B.A. | 540,000 | 40% | 216,000 | 75.0% | 100.0% | 82.5% | 178,200 | | Justin Chakma | 497,000 | 40% | 198,800 | 75.0% | 100.0% | 82.5% | 164,000 |

  22. Equity-Based Incentive Awards

    Equity-Based Incentive Awards Our long-term, equity-based incentive awards are designed to align the interests of our executive officers with the interests of our stockholders. We believe that if our executive officers own shares of our common stock with value that is significant to them, but which cannot be immediately realized, they will be motivated to focus on maximizing long‑term stockholder value rather than short‑term results. Equity awards also play an important role in attracting and retaining our executive officers, senior management, and other key employees. Because vesting is generally subject to continued service over a period of several years following the date of grant, our equity-based incentives serve as a retention device. We generally provide initial equity-based incentive awards in connection with the commencement of employment of our executive officers as an inducement to join the Company, and we generally grant annual refresher equity-based incentive awards to our executive officers at or shortly following the end of each year, with each grant subject to multi-year vesting. In 2025, the Compensation Committee granted stock options to the NEOs as the sole equity vehicle. The stock option grants are intended to create a direct link between our executives’ compensation and stock price performance. Because the executive must pay a cash exercise price equal to the value of the stock on the date of grant, stock options only have value if our stock price increases following the option grant date. Our stock option awards are granted subject to vesting restrictions, so any potential gain is earned over a period of years during the executive officer’s continued service with us. In determining the number of options to grant, the Compensation Committee considered multiple factors, including the value of the award, the percentage of the Company represented by the award, the proportion of equity compensation relative to total direct compensation, the retentive value of the NEO’s outstanding unvested and aggregate equity holdings, the individual’s scope of responsibility, performance and contributions, prevailing equity compensation practices among the Company’s 2025 peer group, and the total annual and cumulative dilution resulting from current and prior equity grants. The following table summarizes the value recommended by our Compensation Committee and approved by our Board and the corresponding number of share options grants to our NEOs in 2025:

  23. Equity-Based Incentive Awards

    | | Stock Option | Number of | | | Value | Stock Options | | Name | ($)(1) | (#) | | Richard Lowenthal, M.S., MSEL | 6,300,000 | 767,600 | | Sarina Tanimoto, M.D., M.B.A. | 2,150,000 | 261,900 | | Justin Chakma | 2,250,000 | 274,100 |

  24. Equity-Based Incentive Awards

    The value of the stock options differs from the grant date fair value of these awards as reflected in the Summary Compensation Table because of the SEC-required accounting methodology used to report the equity values in the Summary Compensation Table. All stock options are granted with an exercise price per share that is at least the fair market value of our common stock on the date of grant of such award. Our stock option awards generally vest over a four-year period and may be subject to acceleration of vesting and exercisability under certain termination and change in control events, as described in more detail under the subsection titled “Potential Payments Upon Termination or Change in Control.”

  25. Employment, Severance, and Change in Control Agreements

    Employment, Severance, and Change in Control Agreements

  26. Employment Agreements

    Employment Agreements We entered into employment agreements with each of our NEOs prior to becoming a publicly traded company in 2022 that provide for the payment of base salary, eligibility for employee benefit programs and potential severance benefits. The respective employment agreements with Mr. Lowenthal and Dr. Tanimoto (each an “executive”) provide that, subject to the executive’s execution of a release of claims, if the executive’s employment is terminated by us without “Cause” (other than as a result of death or disability) or the executive resigns for “Good Reason” (each, as defined in the executive’s employment agreement), the executive will be entitled to receive: (i) continued payment of the executive’s final base salary for 12 months, (ii) premiums for the executive’s COBRA continuation health coverage for up to 12 months, and (iii) accelerated vesting of the outstanding unvested stock awards granted to the executive in an amount equal to the number of shares that would have vested had the executive remained employed by us for 12 months following termination or resignation. The employment agreement with Mr. Chakma provides that, subject to his execution of a release of claims, if his employment is terminated by us without “Cause” (other than as a result of death or disability) or he resigns for “Good Reason” (each as defined in the agreement), he will be entitled to receive: (i) continued payment of his final base salary for three months, and (ii) payment of COBRA premiums for up to six months (or taxable cash payments in lieu of such premiums if direct payment would result in penalties).

  27. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Regardless of the manner in which a NEOs service terminates, each NEO is entitled to receive amounts previously earned during his or her term of service, including accrued and unpaid salary and unused vacation pay, as applicable.

  28. Change in Control and Severance Benefit Plan

    Change in Control and Severance Benefit Plan We maintain the ARS Pharmaceuticals, Inc. Change in Control and Severance Benefit Plan (the “Severance Plan”). The Severance Plan and the individual agreement with each participant in the Severance Plan, or the participation agreement, provide for severance benefits, including in connection with a “change in control” (as defined in the Severance Plan), for certain of our employees, including our executive officers, subject to execution and effectiveness of a release of claims. Except as otherwise provided in an individual participation agreement, the Severance Plan supersedes any change in control or severance benefit plan, policy or practice previously maintained by us, including any severance benefits set forth in any individually negotiated employment contract or agreement between us and an employee, unless such employment contract or agreement provides for benefits that are in substance more favorable to the employee. The Severance Plan and the participation agreements with our executive officers provide that, in the event of an involuntary termination, which is either a termination without “cause” (not including death or “disability”) or a resignation for “good reason” (each, as defined in the Severance Plan), that occurs during the time period commencing three months prior to the closing of a change in control and ending 12 months following the closing of such change in control (such a termination, a “change in control termination” and such period, the “change in control period”), (i) Mr. Lowenthal will be entitled to a lump sum cash payment equal to 24 months of the executive officer’s base salary, a lump sum cash payment equal to 200% of the executive officer’s annual target cash bonus for the year in which the executive officer’s termination occurs, a lump sum cash payment equal to a prorated portion of the executive officer’s target annual cash bonus for the year in which the executive officer’s termination occurs, up to 18 months of continued group health plan benefits, and a lump sum payment in an amount equal to the premiums required to continue the executive officer’s group health plan benefits for an additional six months; and (ii) our other executive officers will each be entitled to a lump sum cash payment equal to 18 months of the executive officer’s base salary, 150% of the executive officer’s annual target cash bonus for the year in which the executive officer’s termination occurs, a lump sum cash payment equal to a prorated portion of the executive officer’s target annual cash bonus for the year in which the executive officer’s termination occurs, up to 18 months of continued group health plan benefits, and accelerated vesting of all outstanding stock options and other stock awards held by the executive officer. In addition, the Severance Plan and participation agreements with our executive officers provide that, in the event of an involuntary termination that occurs outside of the change in control period, (i) Mr. Lowenthal will be entitled to continued payment of the executive officer’s base salary for a period of 12 months and up to 12 months of continued group health plan benefits; and (ii) our other executive officers will each be entitled to continued payment of the executive officer’s base salary for a period of nine months and up to nine months of continued group health plan benefits. Notwithstanding the foregoing, pursuant to Dr. Tanimoto’s executive employment agreement described in “Executive Employment Agreements” above, Dr. Tanimoto shall be entitled to continued payment of her base salary for a period of 12 months and up to 12 months of continued group health plan benefits. We believe that these severance benefits are an important element of our executive compensation and retention program, which has particular importance in the context of a corporate transaction because providing change in control related severance benefits also should eliminate, or at least reduce, the reluctance of our executive officers to diligently consider and pursue potential transactions that may be in the best interests of our stockholders. We also believe that our severance benefit arrangements with our NEOs are consistent with compensation arrangements provided in a competitive market for executive talent and the events triggering payment represent appropriate hurdles for the severance benefits. We further believe that the benefits of such severance arrangements, including generally requiring release of claims against us as a condition to receiving the severance benefits, are in the best interests of the Company.

  29. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation of our Named Executive Officers for the fiscal years ended December 31, 2025 and 2024.

  30. Summary Compensation Table

    | | | | | Non-Equity | | | | | | | Option | Incentive Plan | All Other | | | | Fiscal | Salary | Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | ($) | ($)(1) | ($)(2) | ($) | ($) | | Richard Lowenthal, M.S., MSEL | 2025 | 700,000 | 6,176,110 | 315,000 | 2,465,290(3) | 9,656,400 | | President and Chief Executive Officer | 2024 | 651,000 | 3,842,080 | 507,780 | 2,174,135(4) | 7,174,995 | | Sarina Tanimoto, M.D., M.B.A. | 2025 | 540,000 | 2,107,247 | 178,200 | 2,465,024(5) | 5,290,471 | | Chief Medical Officer | 2024 | 501,698 | 1,309,800 | 260,880 | 2,174,395(6) | 4,246,773 | | Justin Chakma | 2025 | 497,000 | 2,205,409 | 164,000 | 21,700(7) | 2,888,109 | | Chief Business Officer | | | | | | |

  31. Summary Compensation Table

    (1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the stock option awards granted in the applicable year. These amounts have been computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are described in Note 13 to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by our Named Executive Officers upon the exercise of stock options or the sale of the common stock underlying such stock options. (2) These amounts represent cash bonuses earned in the applicable year based upon the achievement of Company and personal objectives for the applicable year. See the discussion under “Executive Compensation” above. (3) Includes (i) approximately $2,444,956 paid to Pacific-Link Consulting LLC pursuant to the 2022 PLC Consulting Agreement (see “Certain Related-Person Transactions—Consulting Arrangements” for more information about the 2022 PLC Consulting Agreement), and (ii) approximately $16,134 for 401(k) matching contributions. Mr. Lowenthal did not perform any of the consulting services provided to us in 2025 pursuant to the 2022 PLC Consulting Agreement, but he is an owner of PLC. (4) Includes (i) approximately $2,154,450 paid to Pacific-Link Consulting LLC pursuant to the 2022 PLC Consulting Agreement (see “Certain Related-Person Transactions—Consulting Arrangements” for more information about the 2022 PLC Consulting Agreement), and (ii) approximately $15,485 for 401(k) matching contributions. Mr. Lowenthal did not perform any of the consulting services provided to us in 2024 pursuant to the 2022 PLC Consulting Agreement, but he is an owner of PLC. (5) Includes (i) approximately $2,444,956 paid to Pacific-Link Consulting LLC pursuant to the 2022 PLC Consulting Agreement (see “Certain Related-Person Transactions—Consulting Arrangements” for more information about the 2022 PLC Consulting Agreement), and (ii) approximately $15,868 for 401(k) matching contributions. Dr. Tanimoto did not perform any of the consulting services provided to us in 2025 pursuant to the 2022 PLC Consulting Agreement, but she is an owner of PLC. (6) Includes (i) approximately $2,154,450 paid to Pacific-Link Consulting LLC pursuant to the 2022 PLC Consulting Agreement (see “Certain Related-Person Transactions—Consulting Arrangements” for more information about the 2022 PLC Consulting Agreement), and (ii) approximately $15,745 for 401(k) matching contributions. Dr. Tanimoto did not perform any of the consulting services provided to us in 2024 pursuant to the 2022 PLC Consulting Agreement, but she is an owner of PLC. Includes approximately $17,500 for 401(k) matching contributions.

  32. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table presents the outstanding equity incentive plan awards held by each Named Executive Officer as of December 31, 2025.

  33. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards(1) | | | | | | | Number of | Number of | | | | | | Securities | Securities | | | | | | Underlying | Underlying | Option | | | | | Unexercised | Unexercised | Exercise | | | | | Options | Options | Price | Option | | | Grant | Exercisable | Unexercisable | Per Share | Expiration | | Name | Date | (#) | (#) | ($)(2) | Date | | Richard Lowenthal, M.S., MSEL | 12/17/2019 | 117,333(3) | — | $0.84 | 12/16/2029 | | | 12/14/2021 | 166,936(3) | — | $1.44 | 12/13/2031 | | | 1/3/2023 | 790,207(4) | 297,917 | $8.42 | 1/2/2033 | | | 1/2/2024 | 421,666(5) | 458,334 | $5.58 | 1/1/2034 | | | 1/2/2025 | 175,908(6) | 591,692 | $10.71 | 1/1/2035 | | Sarina Tanimoto, M.D., M.B.A. | 12/14/2021 | 20,684(3) | — | $1.44 | 12/13/2031 | | | 1/3/2023 | 243,332(4) | 94,792 | $8.42 | 1/2/2033 | | | 1/2/2024 | 143,750(5) | 156,250 | $5.58 | 1/1/2034 | | | 1/2/2025 | 60,018(6) | 201,882 | $10.71 | 1/1/2035 | | Justin Chakma | 7/5/2019 | 89,047(3) | — | $0.84 | 7/4/2029 | | | 12/14/2021 | 55,461(3) | — | $1.44 | 12/13/2031 | | | 1/3/2023 | 120,312(7) | 44,688 | $8.42 | 1/2/2033 | | | 1/2/2024 | 167,708(8) | 182,292 | $5.58 | 1/1/2034 | | | 1/2/2025 | 62,814(9) | 211,286 | $10.71 | 1/1/2035 |

  34. Outstanding Equity Awards at Fiscal Year End

    (1) Option awards listed for Mr. Lowenthal, Dr. Tanimoto, and Mr. Chakma granted prior to November 2022 reflect option awards that were granted under the ARS Pharmaceuticals Operations, Inc. 2018 Equity Incentive Plan (the “Private ARS Pharma 2018 Plan”), as adjusted in accordance with the November 2022 merger transaction. Upon the closing of such merger, we assumed the Private ARS Pharma 2018 Plan and each outstanding and unexercised option granted under the Private ARS Pharma 2018 Plan (the “Private ARS Pharma Options”). At the effective time of the merger, each Private ARS Pharma Option was converted into an option to purchase a number of shares of our common stock determined by multiplying the number of shares of Private ARS Pharma common stock that were subject to such Private ARS Pharma Option by 1.1819, and rounding the resulting number down to the nearest whole number of shares of our common stock, and the per share exercise price determined by dividing the per share exercise price of such Private ARS Pharma Option by 1.1819, and rounding the resulting exercise price up to the nearest whole cent. (2) Option awards listed for Mr. Lowenthal, Dr. Tanimoto, and Mr. Chakma prior to the November 2022 merger were granted with a per share exercise price equal to the fair market value of Private ARS Pharma common stock on the grant date, as determined in good faith by the board of directors of Private ARS Pharma. Option awards listed for Mr. Lowenthal, Dr. Tanimoto and Mr. Chakma after the November 2022 merger were granted with a per share exercise price equal to the closing price of ARS Pharma’s common stock on the Nasdaq Global Market on the grant date. (3) This option has fully vested in accordance with its terms. (4) This option vests over four years, with 1/4 vesting on the first anniversary of the vesting commencement date of January 1, 2023, and the remainder vesting in 36 equal monthly installments, subject to continued service through each such vesting date. In addition, the option is subject to accelerated vesting upon executive’s termination by us without cause or the executive’s resignation for good reason pursuant to the provisions of executive’s employment agreement with us. See “—Employment Agreements” above for more information. (5) This option vests over four years, with 1/4 vesting on the first anniversary of the vesting commencement date of January 1, 2024, and the remainder vesting in 36 equal monthly installments, subject to continued service through each such vesting date. In addition, the option is subject to accelerated vesting upon executive’s termination by us without cause or the executive’s resignation for good reason pursuant to the provisions of executive’s employment agreement with us. See “—Employment Agreements” above for more information. (6) This option vests over four years, with 1/48th vesting monthly from the vesting commencement date of January 1, 2025, subject to continued service through each such vesting date. In addition, the option is subject to accelerated vesting upon executive’s termination by us without cause or the executive’s resignation for good reason pursuant to the provisions of executive’s employment agreement with us. See “—Employment Agreements” above for more information. (7) This option vests over four years, with 1/4 vesting on the first anniversary of the vesting commencement date of January 1, 2023, and the remainder vesting in 36 equal monthly installments, subject to continued service through each such vesting date. This option vests over four years, with 1/4 vesting on the first anniversary of the vesting commencement date of January 1, 2024, and the remainder vesting in 36 equal monthly installments, subject to continued service through each such vesting date. This option vests over four years, with 1/48th vesting monthly commencing from the vesting commencement date of January 1, 2025, subject to continued service through each such vesting date. Options held by our Named Executive Officers are eligible for accelerated vesting under specified circumstances. Please see the subsection titled “—Potential Payments Upon Termination or Change in Control” above for a description of such potential acceleration.

  35. Pay Versus Performance

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

  36. Pay Versus Performance

    | | | | Average | | | | | | | | Summary | Average | Value of Initial | | | | | | Compensation | Compensation | Fixed $100 | | | | | | Table Total | Actually Paid | Investment | | | | Summary | | for Non-PEO | to Non-PEO | Based On: | | | | Compensation | Compensation | Named | Named | Total | | | | Table Total | Actually Paid | Executive | Executive | Stockholder | Net Income | | Fiscal | for PEO(1) | to PEO(1)(2)(3) | Officers(1) | Officers(1)(2)(3) | Return(4) | (Loss)(5) | | Year | ($) | ($) | ($) | ($) | ($) | ($ in thousands) | | 2025 | 9,656,400 | 10,249,084 | 4,089,290 | 4,278,578 | 213 | (171,298) | | 2024 | 7,174,995 | 14,589,562 | 3,240,922 | 5,610,043 | 193 | 7,998 |

  37. Pay Versus Performance

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

  38. Pay Versus Performance

    | 2024 | 2025 | | Sarina Tanimoto | Sarina Tanimoto | | Brian T. Dorsey | Justin Chakma |

  39. 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 PEO and Non-PEO NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (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 Option Awards column are the totals from the Option Awards column set forth in the Summary Compensation Table.

  40. Pay Versus Performance

    | | | Fiscal Year | | | | | 2025 | 2024 | | Summary Compensation Table Total for PEO | | $9,656,400 | $7,174,995 | | ( - ) | Grant Date Fair Value of Stock Options Granted in the Fiscal Year | (6,176,110) | (3,842,080) | | ( + ) | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Options Granted in the Fiscal Year | 4,773,539 | 7,649,271 | | ( + ) | Change in Fair Value at Fiscal Year End of Outstanding and Unvested Stock Options Granted in Prior Fiscal Years | 143,534 | 2,393,046 | | ( + ) | Fair Value at Vesting of Stock Options Granted and Vested in the Fiscal Year | 1,534,951 | — | | ( + ) | Change in Fair Value as of the Vesting Date of Stock Options Granted in Prior Fiscal Years that Vested in the Fiscal Year | 316,770 | 1,214,330 | | Compensation Actually Paid to PEO | | $10,249,084 | $14,589,562 |

  41. Pay Versus Performance

    | | | Fiscal Year | | | | | 2025 | 2024 | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers | | $4,089,290 | $3,240,922 | | ( - ) | Grant Date Fair Value of Stock Options Granted in the Fiscal Year | (2,156,328) | (1,418,950) | | ( + ) | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Options Granted in the Fiscal Year | 1,666,639 | 2,825,015 | | ( + ) | Change in Fair Value at Fiscal Year End of Outstanding and Unvested Stock Options Granted in Prior Fiscal Years | 50,921 | 603,669 | | ( + ) | Fair Value at Vesting of Stock Options Granted and Vested in the Fiscal Year | 535,908 | — | | ( + ) | Change in Fair Value as of the Vesting Date of Stock Options Granted in Prior Fiscal Years that Vested in the Fiscal Year | 92,148 | 359,387 | | Average Compensation Actually Paid to Non-PEO Named Executive Officers | | $4,278,578 | $5,610,043 |

  42. Pay Versus Performance

    Assumes $100 was invested in the Company for the period starting December 31, 2023, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance. The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year.

  43. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Stockholder Return (“TSR”)

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Stockholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the two most recently completed fiscal years for the Company.

  44. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (Loss)

    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 Compensation Actually Paid to our Non-PEO NEOs, and our net income (loss) during the two most recently completed fiscal years.

  45. Director Compensation

    Director Compensation The following table summarizes the compensation earned by or paid to each of the non-employee directors in 2025.

  46. Director Compensation for Fiscal Year 2025

    Director Compensation for Fiscal Year 2025

  47. Director Compensation for Fiscal Year 2025

    | | Fees Earned or | Option | All Other | Total | | | Paid in Cash | Awards | Compensation | Compensation | | Name | ($) | ($)(1) | ($) | ($) | | Rajeev Dadoo, Ph.D.(2) | 57,500 | 367,959 | — | 425,459 | | Saqib Islam, J.D.(3) | 62,500 | 367,959 | — | 430,459 | | Michael Kelly(4) | 67,500 | 367,959 | — | 435,459 | | Peter Kolchinsky, Ph.D.(5) | 62,500 | 367,959 | — | 430,459 | | Brenton L. Saunders(6) | 67,500 | 367,959 | — | 435,459 | | Phillip Schneider(7) | 72,500 | 367,959 | — | 440,459 | | Pratik Shah, Ph.D.(8) | 81,250 | 367,959 | 240,000(9) | 689,209 | | Laura Shawver, Ph.D.(10) | 49,792 | 367,959 | — | 417,751 | | Peter A Thompson, M.D.(11) | 55,000 | 367,959 | — | 422,959 |

  48. Director Compensation for Fiscal Year 2025

    (1) Amounts listed represent the aggregate grant date fair value amount computed as of the grant date of each option awarded in 2025 in accordance with FASB ASC Topic 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in Note 13 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Our directors will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options. (2) Aggregate number of shares subject to options outstanding held by Dr. Dadoo at December 31, 2025 was 110,000. (3) Aggregate number of shares subject to options outstanding held by Mr. Islam at December 31, 2025 was 263,448. (4) Aggregate number of shares subject to options outstanding held by Mr. Kelly at December 31, 2025 was 298,612. (5) Aggregate number of shares subject to options outstanding held by Dr. Kolchinsky at December 31, 2025 was 110,000. (6) Aggregate number of shares subject to options outstanding held by Mr. Saunders at December 31, 2025 was 734,597. (7) Aggregate number of shares subject to options outstanding held by Mr. Schneider at December 31, 2025 was 340,470. (8) Aggregate number of shares subject to options outstanding held by Dr. Shah at December 31, 2025 was 464,570. (9) Represents aggregate fees of $240,000 paid and payable to Marlinspike. See “Certain Related-Person Transactions,” below. (10) Aggregate number of shares subject to options outstanding held by Dr. Shawver at December 31, 2025 was 1,023,385. Aggregate number of shares subject to options outstanding held by Dr. Thompson at December 31, 2025 was 181,270. Our non-employee director compensation policy provided that each non-employee director will receive the following compensation for service on our Board of Directors: an annual cash retainer of $50,000; • an additional annual cash retainer of $35,000 for service as Chair of our Board of Directors; • an additional annual cash retainer of $10,000, $10,000, $7,500 and $5,000 for service as a member of the Audit Committee, Commercial Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively (not applicable to committee chairs); • an additional annual cash retainer of $20,000, $20,000, $15,000 and $15,000 for service as chair of the Audit Committee, Commercial Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively; • an initial option grant to purchase 60,000 shares of our common stock on the date of each such non-employee director’s appointment to our Board, with a vesting schedule of 1/3 vesting upon the first anniversary of the grant and the remainder vesting in equal monthly installments over the next 24 months, subject to continued service as a director through the vesting date; and • an annual option grant to purchase 30,000 shares of our common stock on the date of each of our annual stockholder meetings, with the shares vesting on the earlier of the first anniversary of the date of grant or the next annual stockholders meeting, subject to continued service as a director though the applicable vesting date. In addition to the initial option grant described above, in the event a director is appointed prior to an annual stockholder meeting, such director will receive a prorated annual option grant. Each of the options granted under our non-employee director compensation policy will be granted under our 2020 Equity Incentive Plan (the “2020 Plan”). Each option awarded to directors under the non-employee director compensation policy will be subject to accelerated vesting upon a “change in control” (as defined in the 2020 Plan). The term of each option will be ten years, subject to earlier termination as provided in the 2020 Plan and the applicable option agreement. We have reimbursed and will continue to reimburse all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings. Director’s fees are prorated to the date the director is appointed or elected.