DEF 14A of Summit Therapeutics Inc., Apr 17, 2026

DEF 14A of Summit Therapeutics Inc.

Filed Apr 17, 2026 · FY20250001599298-26-000029

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our Board of Directors has nominated Robert W. Duggan, Mahkam Zanganeh, Manmeet Soni, Kenneth A. Clark, Robert Booth, Alessandra Cesano, Yu (Michelle) Xia, Mostafa Ronaghi, and Jeff Huber for election at the Annual Meeting with terms expiring at the 2027 annual meeting of stockholders. Please refer to “Board of Directors and Committees of the Board” section below for the nominees’ biographies. The director nominees, if elected, will serve until the 2027 annual meeting, or until their earlier resignation or removal. Each director nominee has indicated a willingness to serve if elected. The nine nominees receiving the highest number of votes will be elected at the Annual Meeting. In the event a nominee is unable or declines to serve as a director, the proxies will be voted at the Annual Meeting for any nominee who may be designated by the Board of Directors to fill the vacancy. As of the date of this Proxy Statement, the Board of Directors is not aware of any nominee who is unable or will decline to serve as a director. Summary information regarding our nominees is set forth below.

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    | Name | Age | Position | Director Since | | Robert W. Duggan | 81 | Co-Chief Executive Officer & Chairman of the Board of Directors of Summit Therapeutics Inc.; Chief Executive Officer of Duggan Investments, Inc. | 2019 | | Mahkam Zanganeh | 55 | Co-Chief Executive Officer, President & Director of Summit Therapeutics Inc.; Founder and Chief Executive Officer of Maky Zanganeh and Associates | 2020 | | Manmeet Soni | 48 | Chief Operating Officer, Chief Financial Officer and Director of Summit Therapeutics Inc. | 2019 | | Kenneth A. Clark | 67 | Member of Wilson Sonsini Goodrich & Rosati, P.C.; Partner, TCG Labs Management, L.P. | 2021 | | Robert Booth | 72 | Retired Executive and Professor; Board Member | 2022 | | Alessandra Cesano | 65 | Chief Medical Officer of ESSA Pharma | 2022 | | Yu (Michelle) Xia | 59 | Chief Executive Officer and Chairwoman of Akeso, Inc. | 2023 | | Mostafa Ronaghi | 57 | Co-Founder and Executive Board Member of Cellanome | 2024 | | Jeff Huber | 57 | Co-founder and Managing Director of Triatomic Capital Private L.P. | 2024 |

  3. PROPOSAL 1: ELECTION OF DIRECTORS

    There is no family relationship among any of the nominees, directors and/or any of our NEOs, with the exception of Mr. Duggan and Dr. Zanganeh, who are spouses. Our NEOs serve at the discretion of the Board of Directors. Further information about our directors is provided in the “Board of Directors and Committees of the Board” section below. The election of directors requires a plurality of the votes cast by the stockholders entitled to vote at the Annual Meeting. Withheld votes and broker non-votes will have no effect on approval of the election of directors. Shares of common stock represented by executed, but unmarked, proxies will be voted in favor of the each director nominee; provided that, if you hold your shares of our common stock through a broker-dealer, bank nominee, custodian or other securities intermediary, the intermediary will not vote those shares for the director nominees unless you give the intermediary specific voting instructions on a timely basis directing the intermediary to vote in such manner.

  4. Members of the Board of Directors

    Members of the Board of Directors The names of our director nominees and directors, their ages and certain other information about them are set forth below:

  5. Members of the Board of Directors

    | Name | Age | Position | | Robert W. Duggan | 81 | Co-Chief Executive Officer and Chairman of the Board of Directors | | Mahkam Zanganeh | 55 | Co-Chief Executive Officer, President, and Director | | Manmeet Soni | 48 | Chief Operating Officer, Chief Financial Officer and Director | | Kenneth A. Clark | 67 | Lead Independent Director | | Robert Booth | 72 | Director | | Alessandra Cesano | 65 | Director | | Yu (Michelle) Xia | 59 | Director | | Mostafa Ronaghi | 57 | Director | | Jeff Huber | 57 | Director |

  6. Members of the Board of Directors

    The principal occupations and positions and directorships for at least the past five years of our directors and director nominees, as well as certain information regarding their individual experience, qualifications, attributes and skills that led our Board of Directors to conclude that they should serve on the Board of Directors, are described below. There are no family relationships among any of our directors or NEOs, with the exception of Mr. Duggan and Dr. Zanganeh, who are spouses. Robert W. Duggan, age 81, has served as a member of our Board of Directors since December 2019, Chairman of the Board of Directors since February 2020, and Co-Chief Executive Officer since April 2020. Since 2016, Mr. Duggan has been Chief Executive Officer of Duggan Investments, Inc., a family office of Mr. Duggan’s dedicated to research and administration of his personal investments primarily in the field of biotech focused on patient-friendly breakthrough solutions to complex diseases of aging. From September 2007 through the acquisition by AbbVie Inc. (“AbbVie”) in May 2015, Mr. Duggan was a member of the board of directors of Pharmacyclics, Inc., a patient-friendly, science-based, employee-driven developer of small-molecule medicines for the treatment of cancers. Mr. Duggan was also the Chairman and Chief Executive Officer of Pharmacyclics from September 2008 to May 2015 as well as its largest investor. From 1990 to 2003, Mr. Duggan was chairman of the board of directors of Computer Motion, Inc. From 1997 to 2003, Mr. Duggan also served as Chief Executive Officer of Computer Motion. In June 2003, Computer Motion merged with Intuitive Surgical Inc. Mr. Duggan has been a director and the chairman of the board of directors of Pulse Biosciences, Inc. since November 2017. Mr. Duggan also serves on multiple boards of directors of private companies, including Genuine First Aid International, Medical Distribution Industries, Blazon Corporation, Duggan Investments Research and Deepsight. From 2003 to 2011, Mr. Duggan served on the board of directors of Intuitive Surgical. Mr. Duggan received a U.S. Congressman’s Medal of Merit from Ron Paul in 1985 and in 2000 he was named a Knight of the Legion of Honor by President Jacques Chirac of France. He is a member of the University of California at Santa Barbara Foundation board of trustees. We believe Mr. Duggan is qualified to serve on our Board of Directors because of his significant combined service as Chief Executive Officer of an innovative biopharmaceutical company and career spanning over 30 years as a venture investor and advisor for a broad range of companies, and extensive expertise in vision, strategic development, planning, finance and management. Mahkam Zanganeh, age 55, has served as a member of our Board of Directors since November 2020 and as Co-Chief Executive Officer and President since July 2022. Dr. Zanganeh previously served as the Company’s Chief Operating Officer from November 2020 to July 2022. Dr. Zanganeh is Founder, Chief Executive Officer and Director of Maky Zanganeh and Associates, an executive management and consulting firm founded in 2015. Additionally, Dr. Zanganeh serves as Managing Member of Shaun Zanganeh Investments, LLC. Previously, from August 2012 to September 2015, she served as the Chief Operating Officer of Pharmacyclics Inc. She also served as Chief of Staff and Chief Business Officer of Pharmacyclics from December 2011 to July 2012 and Vice President, Business Development from August 2008 to November 2011. Prior to joining Pharmacyclics Inc., Dr. Zanganeh served as President Director General (2007-2008) for the French government bio-cluster project initiative in France, establishing alliances and developing small life science businesses regionally. From September 2003 to August 2008, Dr. Zanganeh served as Vice President of Business Development for Robert W. Duggan & Associates. Dr. Zanganeh also served as worldwide Vice President of Training & Education (2002-2003) and President Director General for Europe, Middle East and Africa (1998-2002) for Computer Motion Inc. Dr. Zanganeh has been a member of the Board of Directors of Pulse Biosciences, Inc. since February 2017. Dr. Zanganeh also served on the board of directors of RenovoRX from 2018 until 2021. Dr. Zanganeh received a DDS degree from Louis Pasteur University in Strasbourg, France and MBA from Schiller International University in France. We believe Dr. Zanganeh is qualified to serve on our Board of Directors because of her years of executive and operational experience in the life sciences industry. Manmeet Soni, age 48, has served as a member of our Board of Directors since December 2019, as Chief Operating Officer since October 2023 and as Chief Financial Officer since April 2024. From February 2022 to October 2023, Mr. Soni was the President, Chief Operating Officer and Chief Financial Officer of Reata Pharmaceuticals, Inc. (“Reata”), a pharmaceutical company focused on developing and commercializing novel therapeutics for the treatment of severe or life-threatening diseases, until its acquisition by Biogen, Inc. in October 2023. Mr. Soni joined Reata in August 2019 as Chief Financial Officer, Executive Vice President and was promoted in June 2020 to Chief Operating Officer and Chief Financial Officer, Executive Vice President of Reata. Prior to joining Reata, Mr. Soni was the Senior Vice President and Chief Financial Officer of Alnylam Pharmaceuticals Inc. from 2017 to 2019. Prior to that, Mr. Soni served as Executive Vice President, Chief Financial Officer and Treasurer of ARIAD Pharmaceuticals, Inc., a biopharmaceutical company, when it was acquired by Takeda Pharmaceutical Company Limited. Previously, he served as Chief Financial Officer of Pharmacyclics, Inc., a biopharmaceutical company, until its acquisition by AbbVie in 2015. Prior to joining Pharmacyclics, Mr. Soni worked at Zeltiq Aesthetics Inc., a publicly held medical technology company which was acquired by Allergan Inc. (acquired by Abbvie). Prior to Zeltiq, Mr. Soni worked at PricewaterhouseCoopers in the life science and venture capital group. Mr. Soni currently serves as a member of the board of directors of Pulse Biosciences, Inc. since November 2017 and previously served as a member of the board of directors of Arena Pharmaceuticals, Inc. (acquired by Pfizer, Inc.). Mr. Soni completed the Certified Public Accountant exams. We believe Mr. Soni is qualified to serve on our Board of Directors because of his extensive experience in the life sciences industry and his financial and accounting expertise. Kenneth A. Clark, age 67, has served on our Board of Directors since October 2021. Mr. Clark has been a partner of Wilson Sonsini Goodrich & Rosati P.C., a law firm, since April 1993, where he advises biotech companies on strategic partnerships, mergers and acquisitions, financing transactions and operational matters. He has also been a partner of TCG Labs, a venture capital fund affiliated with The Column Group, since October 2023. Mr. Clark previously served as Chief Business Officer at Alector, Inc. from October of 2022 through March of 2023. Mr. Clark has previously served as a member of the boards of directors for multiple publicly traded companies, including Pulse BioSciences, Inc. and Pharmacyclics, Inc, and is currently a director of Acurex Biosciences, a private company. Mr. Clark received his undergraduate degree from Vanderbilt University and a juris doctorate from the University of Texas School of Law. The Board of Directors has determined that Mr. Clark qualifies as an independent director under applicable Nasdaq rules. We believe Mr. Clark is qualified to serve on our Board of Directors because of his expertise in business consulting, deal transactions, financing, and corporate law in the biotechnology sector.

  7. Members of the Board of Directors

    Robert Booth, age 72, has served on our Board of Directors since September 2022. Dr. Booth has spent more than 30 years in the biopharmaceutical industry, From 2019 until 2021, Dr. Booth served as Executive Chairman of Myoforte Therapeutics. Additionally, Dr. Booth served as Founder and Chief Executive Officer of Virobay Inc. from 2010 until 2019. Prior to Virobay, Dr. Booth was the Chief Scientific Officer at Celera Genomics, where he was responsible for all discovery and development activities. At Celera, Dr. Booth conceived and initiated the BTK inhibitor program that was ultimately licensed to Pharmacyclics and from which IMBRUVICA® (ibrutinib) was developed and approved. Dr. Booth served on the board of directors of Pharmacyclics until its acquisition by AbbVie. Prior to Celera, Dr. Booth was Senior Vice President for Roche in Palo Alto, California, where he was a member of the global research management team and the business development committee, which oversaw licensing opportunities. Dr. Booth currently serves on the boards of Acurex Biosciences, Thryv Therapeutics, and Maxymune Therapeutics, private companies that are focused on neurodegenerative, cardiovascular, and immune-related diseases, respectively. Dr. Booth additionally served on the board of Cymabay Therapeutics, a public biotech company from 2016 until 2020, Glialogix Therapeutics, a private biotech company from 2013 until 2022, and Myoforte Therapeutics, a private biotech company from 2019 until 2021. Dr. Booth received his BSc and PhD in biochemistry from the University of London. The Board of Directors has determined that Dr. Booth qualifies as an independent director under applicable Nasdaq listing rules. We believe Dr. Booth is qualified to serve on our Board of Directors because of his expertise and experience in drug discovery and development and the life sciences industry. Alessandra Cesano, age 65, has served as a member of our Board of Directors since November 2022. Dr. Cesano has 28 years of experience in research and development in both drug and diagnostic companies ranging from large, global biopharma to private, venture-backed companies. Dr. Cesano served as Chief Medical Officer of ESSA Pharma from July of 2019 through May of 2025. Prior to her time at ESSA Pharma, Dr. Cesano was the Chief Medical Officer at NanoString Inc., where she built and led the Immuno-Oncology program and the diagnostic pipeline. Prior to NanoString, she was Chief Medical Officer for Cleave Biosciences. At Cleave Biosciences, Dr. Cesano led the successful filing of two Investigational New Drug (“IND”) Applications for a clinical candidate and led two Phase I trials in Multiple Myeloma and solid tumors. Dr. Cesano has global full-phase development and regulatory experience with large and small molecules and had a substantive and lead role in two approved drugs – Kepivance® (palifermin) and Vectibix® (panitumumab). Dr. Cesano currently serves on the board of directors at Puma Biotechnology, Inc., a public company, Zymeworks Inc., a public company, and Tolremo, a private company. She received her PhD in tumor immunology and her MD from the University of Turin. The Board of Directors has determined that Dr. Cesano qualifies as an independent director under applicable Nasdaq listing rules. We believe Dr. Cesano is qualified to serve on our Board of Directors because of her expertise in the biopharmaceutical industry focused on oncology. Yu (Michelle) Xia, age 59, has served as a member of our Board of Directors since January 2023. Dr. Xia is the founder of Akeso, Inc. (“Akeso”), and has been the chairwoman, president and CEO of the Company since its inception in 2012. Dr. Xia has over 29 years of experience in the pharmaceutical industry and academic research. Prior to founding Akeso, Dr. Xia held senior leadership roles at Crown Bioscience Inc., where she played a decisive role in constructing its platform, building its team, setting and implementing its strategies, and forging its joint venture with Pfizer (the Pfizer-Crown Asian Cancer Research Centre). From 2006 to 2008, Dr. Xia served as a senior scientist and group leader at PDL BioPharma, Inc. (later acquired by AbbVie). In 2006, Dr. Xia served as a senior process development scientist at Bayer Corporation in the U.S. At both PDL BioPharma and Bayer, Dr. Xia oversaw CMC, process development and manufacturing of therapeutic protein and antibody drugs. Dr. Xia began her pharmaceutical career at Axys Pharmaceuticals, Inc. (later acquired by Celera Genomics), where she held both scientific and managerial roles in drug discovery programs from December 2000 to December 2005, overseeing a broad range of activities from target validation through IND-enabling studies. Dr. Xia earned her Ph.D. degree in molecular biology and microbiology from Newcastle University in the U.K. in 1994. Dr. Xia completed her postdoctoral research training at the University of Glasgow in the U.K. from 1993 to 1996, and she also conducted the cancer immune therapy research at the University of Louisville School of Medicine in the U.S. from 1996 to 2000. Over the years, Dr. Xia has held important roles in numerous influential organizations, including as a member of the Special Committee for Monoclonal Antibody of the China Medicinal Biotech Association, a committee member of the Special Committee for Science and Technology Innovation of China Overseas Returnee Entrepreneur Investment Association, an advisory committee member of the Chinese Antibody Society, and a director of Tongxieyi Antibody Talent Club. Dr. Xia has also received numerous awards and recognitions for her contributions to both the pharmaceutical industry and commercial enterprises. Most recently, Dr. Xia was selected into Forbes’ Powerful Women in Technology in 2020 and in 2023 was named by Forbes China as a Top 100 Women in Business in China. We believe Dr. Xia is qualified to serve on our Board of Directors because of her extensive experience in the biopharmaceutical industry, including in oncology. Dr. Xia was appointed to the Board of Directors in accordance with the Company’s License Agreement with Akeso. Mostafa Ronaghi, age 57, has served as a member of our Board of Directors since April 2024. Dr. Ronaghi is the Co-Founder and Board Member of Cellanome. Prior to founding Cellanome, he was Chief Technology Officer, Senior Vice President, and member of the Executive Leadership Team at Illumina, Inc. (Nasdaq: ILMN) from 2008 to 2021. While at Illumina, in 2016, Dr. Ronaghi co-founded GRAIL, a next-gen liquid biopsy platform for cancer detection. Prior to Illumina, Dr. Ronaghi was Principal Investigator at the Stanford Genome Technology Center from 1999 to 2008. Throughout his prolific career, Dr. Ronaghi co-founded several other companies, including Pyrosequencing AB in 1997, ParAllele Biosciences in 2001, NextBio in 2004, Avantome in 2008, and Clear Labs in 2014, each of which sought to increase the understanding of particular diseases through next-generation sequencing (NGS), advanced genotyping, or other advanced technology. Dr. Ronaghi currently serves on the board of multiple private companies, including Cellanome, Clear Labs, CellarEye and Tachin.ai. Additionally, Dr. Ronaghi previously served on the board of Seer, Inc., a public company, and 1Health.io, a private company. Dr. Ronaghi holds a Ph.D. in Biotechnology from Royal Institute of Technology in Stockholm, Sweden. The Board of Directors has determined that Dr. Ronaghi qualifies as an independent director under applicable Nasdaq listing rules. We believe Dr. Ronaghi is qualified to serve on our Board of Directors because of his decades of experience in the biotech industry.

  8. Members of the Board of Directors

    Jeff Huber, age 57, has served as a member of our Board since June 2024. Mr. Huber is the co-founder of Triatomic Capital Private LP, a private investing firm, and has served as its Managing Partner since 2022. From 2016 to 2021, Mr. Huber served as Vice Chairman of GRAIL, Inc., a life sciences company focused on cancer early detection, including serving as the Founding Chief Executive Officer from 2016-2017. From 2003 to 2016, Mr. Huber served as Senior Vice President of Alphabet Inc. (formerly Google Inc.). From 2001 to 2003, Mr. Huber served as Vice President of Architecture and Systems Development at eBay Inc., an e-commerce company. Prior to joining eBay, he was Senior Vice President of Engineering at Excite@Home. Mr. Huber currently sits on the board of directors of Electronic Arts Inc. a public company and Upstart Holdings Inc., a public company. Mr. Huber is also a board member for several private companies, including Mammoth Bio, d-Matrix, Manifold Bio, Openwater, Genalyte and Weta Digital, and Parker Institute for Cancer Immunotherapy, a not-for-profit company. Mr. Huber served on the board of directors of Aldevron, a private company, from 2019 through 2021 and served on the board of directors of Zapata Computing Holdings Inc., a public company, from 2021 through 2024. Mr. Huber holds a B.S. in Computer Engineering from the University of Illinois and an M.B.A. from Harvard Business School. The Board of Directors has determined that Mr. Huber qualifies as an independent director under applicable Nasdaq listing rules. We believe Mr. Huber is qualified to serve on our Board of Directors because of his executive leadership experience in healthcare and technology.

  9. Director Compensation

    Director Compensation Salaried directors are not compensated for Board of Directors services in addition to their regular employee compensation. For 2025, the non-salaried members of the Board of Directors were compensated as described more fully below. Equity Compensation Annual Grant: Each non-employee director received a stock option annual grant to purchase 35,000 shares of common stock, at a strike price equal to the fair market value of the common stock on the grant date, which vest in four equal quarterly installments, with the first such installment occurring on March 31 in the year of grant. Cash Compensation Each non-salaried member of the Board of Directors received the following cash compensation (the “Retainer Cash Payments”): •an annual retainer for each member of the Board of Directors of $49,900 paid in equal quarterly installments; •the members of our Audit, Compensation and Nominating and Corporate Governance Committees were eligible to receive an additional annual retainer of $6,500 for their service on each committee; and •the Chairs of the Audit, Compensation and Nominating and Corporate Governance Committees were eligible to receive annual retainers of $36,700, $13,000, and $13,000, respectively. •The Lead Independent Director was eligible to receive annual fee of $80,000 For 2025, each non-salaried director could elect to convert all or a portion of his or her Retainer Cash Payments into a number of options (the “Retainer Option,” and such election, a “Retainer Option Election”). The number of shares subject to a Retainer Option will be equal to (i) the product of (A) the dollar value of the aggregate Retainer Cash Payments that the non-salaried director elects to forego over the course of a specified period covered by a Retainer Option Election in favor of receiving a Retainer Option multiplied by (B) 2.0 (the “Retainer Option Multiplier”), divided by (ii) the fair market value of a share on the date of grant of the Retainer Option, provided that the number of shares covered by such Retainer Option shall be rounded to the nearest whole share. The Retainer Options shall be awarded annually and vest in four equal quarterly installments on March 31, June 30, September 30 and December 31 following the Retainer Option Election, subject to the director remaining as a non-salaried director on each such vesting date, with such Retainer Options to have a ten year term. We reimbursed our non-employee directors for all reasonable out-of-pocket expenses incurred in the performance of their duties as directors. 2025 Director Compensation Table The following table sets forth information concerning compensation paid or earned for services rendered to us by the non-employee members of our Board of Directors for the fiscal year ended December 31, 2025. Dr. Zanganeh and Mr. Soni do not receive any compensation for their services rendered to us as members of our Board of Directors. Compensation paid to Mr. Duggan as a member of our Board of Directors is included in the section entitled, “Executive Compensation – Summary Compensation Table” and excluded from the table below:

  10. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Kenneth A. Clark | — | 835,697 | 835,697 | | Robert Booth | — | 672,773 | 672,773 | | Alessandra Cesano | 28,200 | 611,981 | 640,181 | | Yu (Michelle) Xia | — | 649,996 | 649,996 | | Mostafa Ronaghi | 62,900 | 562,586 | 625,486 | | Jeff Huber | 86,600 | 562,586 | 649,186 |

  11. Director Compensation

    (1)Amounts shown represent the aggregate grant date fair value of the option awards computed in accordance with FASB ASC Topic 718. These amounts do not correspond to the actual value that will be realized by our directors. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our financial statements. The aggregate number of shares subject to stock options outstanding and exercisable on December 31, 2025 for each non-employee director is as follows:

  12. Director Compensation

    | Name | Aggregate Number of Stock Options Outstanding as of December 31, 2025 | Aggregate Number of Stock Options Exercisable as of December 31, 2025 | | Kenneth A. Clark | 726,643 | 576,643 | | Robert Booth | 398,456 | 348,456 | | Alessandra Cesano | 349,952 | 299,952 | | Yu (Michelle) Xia | 275,438 | 125,438 | | Mostafa Ronaghi | 260,315 | 110,315 | | Jeffrey Huber | 252,883 | 102,883 |

  13. Compensation Determinations

    Compensation Determinations In setting compensation levels for our NEOs, the Compensation Committee does not formulaically benchmark against any one specific reference point. Instead, it considers a variety of factors, including: •Performance-Based Compensation: Individual performance of, and overall management of the function(s) by, the NEO, as well as Company, achievement of OKRs during the prior year; •Role and Responsibilities: The NEO’s role(s) and level of responsibility, including breadth, scope and complexity of the position(s); •Competitive Market Considerations: While not benchmarking directly, the Company considers compensation trends in the broader market and pharmaceutical and biotech industries, aiming to be competitive in attracting and retaining executive talent; and •Retention and Motivation: Compensation is structured to ensure the retention of NEOs and to motivate them to perform in the interest of stockholders with a focus on long-term value creation.

  14. Annual Cash Bonus and Business Achievement

    Annual Cash Bonus and Business Achievement All employees, including NEOs, are assigned annual bonus targets, expressed as a percentage of base salary. The annual bonus target is determined by the NEO’s position, complexity of role, and scope of work to be performed. Annual bonuses are largely determined by the Company’s achievement of its “OKRs” as well as individual performance in achieving functional and individual goals. The NEOs play a significant role in defining OKRs and providing leadership to the team in achieving results. OKRs are reviewed and approved by the Compensation Committee. OKRs for 2025 included operational, regulatory, developmental, clinical, and financial goals. The combined total of these goals was 100 points. These points established the target bonus pool for all employees, including NEOs. Additionally, we had several high-reaching objectives (i.e., stretch goals) that were identified at the start of the year and were allocated points exceeding 100. With respect to any objective, the Compensation Committee, in its discretion, could award more or less than the total points allocated to the objective. The Compensation Committee, in its discretion, reserves the right to determine bonus payouts for NEOs, irrespective of business performance or achievement.

  15. Annual Cash Bonus and Business Achievement

    | Objectives | | Patient enrollment metrics | | File BLA, depending on study outcome | | Initiated colorectal cancer (CRC) study | | Clinical portfolio alignment on new clinical studies | | Scientific engagement and market awareness | | Expanding manufacturing capabilities | | Intellectual property, financial and training goals | | Stretch goal (exceeding certain patient enrollments) |

  16. Annual Cash Bonus and Business Achievement

    We believe that this allocation of points to regulatory and scientific objectives motivates our NEOs to prioritize delivering ivonescimab to patients, while also ensuring a balance with financial and operational objectives. The Company exceeded all its OKRs for 2025 including high-reaching objectives (stretch goals), resulting in business achievement of 105%. The 105% achievement became the baseline for bonus payout for employees who achieved their performance objectives. Employee bonus payout was tied to the employee’s overall performance throughout the year. The majority of employees who performed as expected received 105% bonus payout. Employees not meeting expectations generally received between 60-70% bonus payout, and employees who performed above expectations received 115% bonus payout. NEOs received bonus payout at 105% of their respective target bonus, which was reviewed and approved by the Compensation Committee. Amounts that were payable to our applicable NEOs are disclosed as “Bonus” payments in the Summary Compensation Table below. Base Salary The Compensation Committee considers it crucial to the Company’s success to provide a competitive fixed base salary to our salaried NEOs in order to attract and retain experienced talent in a highly volatile and competitive industry. As Mr. Duggan is the controlling stockholder of the Company, he has declined to receive a salary or any other form of compensation in connection with his employment at the Company. Equity Compensation NEOs, like all employees, are eligible to be awarded equity compensation in the form of stock options and/or restricted stock units. New hire equity grants are awarded to new employees and approved by the Compensation Committee or the Co-Chief Executive Officer. The granting of discretionary stock options and/or restricted stock units to employees, including NEOs, is at the sole discretion of the Compensation Committee and not subject to an annual grant schedule. In addition, discretionary stock options to NEOs are generally approved by the Board. The Compensation Committee believes new hire grants of stock options and/or restricted stock units is an effective high-reward tool for attracting and retaining top talent, while also aligning the interests of the NEOs with those of stockholders by linking value to the performance of the Company’s stock price. The Compensation Committee believes discretionary stock options and/or restricted stock units are an important tool both for NEO and employee retention and motivation for long-term Company performance and stockholder value. In April 2025, after consideration of the compensation program overall and noting the achievement of the market capitalization performance condition, the Compensation Committee and the Board approved a modification to the Company’s outstanding performance-based stock option awards issued under the Company’s 2020 Stock Incentive Plan for employees that will require only the service-based vesting requirements to continue to be satisfied in order to become fully vested, subject to employee consent. Both Dr. Zanganeh and Mr. Soni have consented to the modification. In accordance with the modification, 50% of the applicable outstanding stock options vested as of the date of their consent and the remaining 50% shall vest in three annual tranches beginning October 2025. The Board did not grant additional stock option awards to the NEOs during the 2025 calendar year, as the stock option awards granted in previous years were intended to act as a long-term incentive award for those NEOs over multiple years.

  17. Employment Agreements

    Employment Agreements We have written employment agreements with each of our NEOs who receive compensation from the Company in connection with their employment. The principal terms of these employment agreements are described below. We believe these employment agreements help us attract highly qualified NEOs in a competitive market and retain these key employees. Employment Agreement with Mahkam Zanganeh We entered into an employment agreement with Dr. Zanganeh, our current Co-Chief Executive Officer and President, on November 22, 2020. The employment relationship between the Company and Dr. Zanganeh is “at-will”, and the employment agreement has no specific term. Dr. Zanganeh’s annual base salary as of December 31, 2022 was $450,000. Pursuant to her employment agreement, upon her appointment she received a grant of options to purchase 2,400,000 shares of our common stock, vesting in four equal annual installments, subject to the satisfaction of certain performance conditions. During fiscal year ended December 31, 2021, the Compensation Committee of the Board of Directors determined to eliminate the requirements for satisfying performance-based stock option awards and deemed all performance-based vesting requirements satisfied. Following this determination, the option awards are subject only to previous existing time-based vesting conditions. Additionally, in April 2025, Dr. Zanganeh consented to the modification of her outstanding unvested 11,030,558 performance-based stock options, which were granted during June 2022 through October 2023, whereby 50% of the applicable outstanding stock options vested as of the date of her consent and the remaining 50% shall vest in three annual tranches beginning October 2025. Dr. Zanganeh was eligible for an annual target bonus equal to 45% of her salary in 2021 and 2022 and 60% of her annual base salary for 2023 and 2024, subject to achievement of performance objectives. Dr. Zanganeh was paid a discretionary cash bonus of $202,500 and an extraordinary bonus of $250,000 relating to 2022 and this bonus was paid in January 2023. Dr. Zanganeh’s salary was increased from $450,000 per annum to $600,000 per annum effective January 1, 2023. Dr. Zanganeh’s annual base salary as of December 31, 2024 and December 31, 2025 was $600,000 and $618,000 respectively. Dr. Zanganeh’s salary was increased from $618,000 per annum to $636,540 per annum effective March 1, 2026, representing a 3% increase. In addition, Dr. Zanganeh is entitled to receive gross up payments from the Company in the event it is determined that any payment she is entitled to receive pursuant to her employment agreement would be subject to excise tax by reason of being considered “contingent on a change in ownership or control” of the Company within the meaning of 280G of the Internal Revenue Code. Dr. Zanganeh is eligible to participate in employee benefit plans maintained from time to time by us of general applicability to other employees. During her term of service as an NEO, Dr. Zanganeh will not receive compensation that would otherwise be owed to her in her capacity as a member of our Board of Directors. Employment Agreement with Manmeet Soni We entered into an employment agreement with Mr. Soni, our Chief Operating Officer and Chief Financial Officer, on October 13, 2023. The employment relationship between the Company and Mr. Soni is “at-will”, and the employment agreement has no specific term. Mr. Soni’s annual base salary as of December 31, 2024 and December 31, 2025 was $600,000 and $618,000 respectively. Mr. Soni’s salary was increased from $618,000 per annum to $636,540 per annum effective March 1, 2026, representing a 3% increase. Pursuant to his employment agreement upon his appointment he received a grant of options to purchase 14,000,000 shares of our common stock, vesting in four equal annual installments. In addition, Mr. Soni received a performance-based grant of options to purchase 14,000,000 shares of our common stock, vesting annually over four years, subject to the satisfaction of certain revenue and market-based performance conditions. Additionally, in April 2025, Mr. Soni consented to the modification of his outstanding unvested 11,200,000 performance-based stock options, which were granted in October 2023, whereby 50% of the applicable outstanding stock options vested as of the date of his consent and the remaining 50% shall vest in three annual tranches beginning October 2025. Mr. Soni will be eligible for a yearly discretionary cash bonus in an amount solely determined by the Company of up to 60% of annual base salary. In addition, Mr. Soni is entitled to receive tax gross up payments from the Company in the event it is determined that any payment he is entitled to receive pursuant to his employment agreement would be subject to excise tax by reason of being considered “contingent on a change in ownership or control” of the Company within the meaning of 280G of the Internal Revenue Code.

  18. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information In the Compensation Committee’s discretion, we grant stock options and/or restricted stock units to our employees, including our NEOs. Our current practice is to grant (1) all new-hire and new-director option and/or restricted stock unit awards close in time to such new hire or new director’s start date; (2) discretionary stock option and/or restricted stock unit awards for all employees, including NEOs; (3) option awards annually to non-salaried directors. The Compensation Committee does not take into account material non-public information when determining the timing or terms of option awards, nor does the Compensation Committee time disclosure of material non-public information for the purpose of affecting the value of NEO compensation. During the fiscal year ended December 31, 2025, the Company did not award any options to a NEO in the period beginning four days before the filing of a periodic on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that discloses material nonpublic information (other than a current report on Form 8-K disclosing a material new option award grant under Item 5.02(e) of that form), and ending one business day after the filing or furnishing of such report.

  19. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation of our NEOs for the years ended December 31, 2025, 2024 and 2023, to the extent that the individual was an NEO for that year:

  20. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Option Awards Modification ($)(2) | All Other Compensation ($)(3) | Total ($) | | Robert W. Duggan, Co-Chief Executive Officer and Chairman | 2025 | — | — | — | — | 172,376(4) | 172,376 | | | 2024 | — | — | — | — | 158,613(4) | 158,613 | | | 2023 | — | — | — | — | — | — | | Mahkam Zanganeh, Co-Chief Executive Officer, President and Director | 2025 | 616,500 | 388,395 | — | 245,021,384(5) | 21,000 | 246,047,279 | | | 2024 | 600,000 | 540,000 | — | — | 21,021 | 1,161,021 | | | 2023 | 600,000 | — | 19,905,115(5)(6) | — | 57,809 | 20,562,924 | | Manmeet Soni, Chief Operating Officer, Chief Financial Officer and Director | 2025 | 616,500 | 388,395 | — | 248,101,887(7) | 21,000 | 249,127,782 | | | 2024 | 600,000 | 640,000(8) | 3,511,468(9) | — | 21,021 | 4,772,489 | | | 2023 | 100,000 | — | 23,381,640(7)(10) | — | 131,699 | 23,613,339 |

  21. Summary Compensation Table

    _______________ (1)Amounts shown represent the aggregate grant date fair value of the option awards computed in accordance with FASB ASC Topic 718. These amounts do not correspond to the actual value that will be realized by our NEOs. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. (2)There were no new awards granted in 2025. Certain performance awards granted in years prior to 2025 were modified during fiscal year 2025, resulting in a one‑time incremental accounting value. This charge does not correspond to the actual value that will be realized by our NEOs. It is a non-cash charge that represent the aggregate modification date fair value of the option awards computed in accordance with FASB ASC Topic 718. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. (3)The amounts paid for all other compensation consisted of the following:

  22. Summary Compensation Table

    | Name and Principal Position | Year | 401(k) Match ($) | Director Fees ($) | Total ($) | | Robert W. Duggan | 2025 | — | 172,376(4) | 172,376 | | Mahkam Zanganeh | 2025 | 21,000 | — | 21,000 | | Manmeet Soni | 2025 | 21,000 | — | 21,000 |

  23. Summary Compensation Table

    (4)Mr. Duggan has declined any compensation from the Company for his role as Co-Chief Executive Officer. The options received in 2025 and 2024 relate to Board of Directors fees. Mr. Duggan received 10,724 and 74,545 options with an aggregate fair value of $172,376 and $158,613, which fully vested as of December 31, 2025 and 2024, respectively. (5)During the years ended 2022 and 2023, Dr. Zanganeh was awarded 13,788,198 stock options with certain revenue and market-based performance conditions at the fair value of $18,287,759. During the year ended December 31, 2024, the Company achieved a market condition, which resulted in 2,757,640 shares vesting with an aggregate grant date fair value of $3,687,872. The remaining unvested 11,030,558 shares from the 2022 and 2023 grants with an aggregate grant date fair value of $14,599,887 were modified in April 2025 that required only the service-based vesting requirements to continue to be satisfied in order to become fully vested. The Company accounted for this change as a Type III modification (improbable-to-probable) in accordance with the requirements of FASB ASC Topic 718, which resulted in newly assessed measurement date fair value totaling $245,021,384. (6)Dr. Zanganeh was awarded 11,988,198 stock options which vest in four equal annual installments, with an aggregate fair value associated at the grant date of $16,524,442. (7)During the year ended 2023, Mr. Soni was awarded 14,000,000 stock options with certain revenue and market-based performance conditions at the fair value of $19,740,000. During the year ended December 31, 2024, the Company achieved a market condition, which resulted in 2,800,000 shares vesting with an aggregate grant date fair value of $3,948,000. The remaining unvested 11,200,000 shares from the 2023 grant with an aggregate grant date fair value of $15,792,000 were modified in April 2025 that required only the service-based vesting requirements to continue to be satisfied in order to become fully vested. The Company accounted for this change as a Type III modification (improbable-to-probable) in accordance with the requirements of FASB ASC Topic 718, which resulted in newly assessed measurement date fair value totaling $248,101,887. (8)In addition to the 2024 annual bonus of $540,000, as compensation for Mr. Soni’s acceptance of the additional responsibility of serving as the Company’s principal financial officer, he was paid a one-time cash bonus in the amount of $100,000. (9)Mr. Soni was awarded 1,100,000 stock options for acceptance of the additional responsibility of serving as the Company's principal financial officer. The stock options, which vest in equal annual installments over a four-year period, have an aggregate grant date fair value of $3,511,468. (10)Mr. Soni was awarded 14,000,000 stock options which vest in four equal annual installments, with an aggregate fair value associated at the date of grant date of $19,297,495. Prior to joining the Company as Chief Operating Officer, Mr. Soni was granted options for serving on the Company's Board of Directors with an aggregate grant date fair value of $136,145.

  24. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth certain information regarding grants of plan-based awards to each of our NEOs during 2025:

  25. Grants of Plan-Based Awards

    | Name | Grant Date | Modification Date | All Other Option Awards: Number of Securities Underlying Options (#) | Option Awards Modification: Number of Securities Underlying Options (#)(2) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(1) | Modification Date Fair Value of Option Awards ($)(2) | Total ($) | | Robert W. Duggan (3) | 1/2/2025 | n/a | 10,724 | — | 18.35 | 172,376 | — | 172,376 | | Mahkam Zanganeh (4) | 6/28/2022 | 4/29/2025 | — | 1,040,000 | 1.06 | — | 23,580,465 | 23,580,465 | | | 9/9/2022 | 4/29/2025 | — | 400,000 | 1.29 | — | 8,991,318 | 8,991,318 | | | 10/13/2023 | 4/29/2025 | — | 9,590,558 | 1.68 | — | 212,449,601 | 212,449,601 | | Manmeet Soni (5) | 10/13/2023 | 4/29/2025 | — | 11,200,000 | 1.68 | — | 248,101,887 | 248,101,887 |

  26. Grants of Plan-Based Awards

    (1)Amounts shown represent the aggregate grant date fair value of the option awards computed in accordance with FASB ASC Topic 718. These amounts do not correspond to the actual value that will be realized by our NEOs. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. (2)There were no new awards granted in 2025. Certain performance awards granted in years prior to 2025 were modified during fiscal year 2025, resulting in a one‑time incremental accounting value. This charge does not correspond to the actual value that will be realized by our NEOs. It is a non-cash charge that represent the aggregate modification date fair value of the option awards computed in accordance with FASB ASC Topic 718. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. (3)Mr. Duggan has declined any compensation from the Company for his role as Co-Chief Executive Officer. In his role as a member of our Board of Directors, Mr. Duggan received 10,724 options with an aggregate fair value of $172,376 which were fully vested as of December 31, 2025. (4)During the years ended 2022 and 2023, Dr. Zanganeh was awarded 13,788,198 stock options with certain revenue and market-based performance conditions at the fair value of $18,287,759. During the year ended December 31, 2024, the Company achieved a market condition, which resulted in 2,757,640 shares vesting with an aggregate grant date fair value of $3,687,872. The remaining unvested 11,030,558 shares from the 2022 and 2023 grants with an aggregate grant date fair value of $14,599,887 were modified in April 2025 that required only the service-based vesting requirements to continue to be satisfied in order to become fully vested. The Company accounted for this change as a Type III modification (improbable-to-probable) in accordance with the requirements of FASB ASC Topic 718, which resulted in newly assessed measurement date fair value totaling $245,021,384. (5)During the year ended 2023, Mr. Soni was awarded 14,000,000 stock options with certain revenue and market-based performance conditions at the fair value of $19,740,000. During the year ended December 31, 2024, the Company achieved a market condition, which resulted in 2,800,000 shares vesting with an aggregate grant date fair value of $3,948,000. The remaining unvested 11,200,000 shares from the 2023 grant with an aggregate grant date fair value of $15,792,000 were modified in April 2025 that required only the service-based vesting requirements to continue to be satisfied in order to become fully vested. The Company accounted for this change as a Type III modification (improbable-to-probable) in accordance with the requirements of FASB ASC Topic 718, which resulted in newly assessed measurement date fair value totaling $248,101,887.

  27. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table reflects certain information regarding equity awards held by our NEOs as of December 31, 2025:

  28. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | | Grant date | Number of securities underlying outstanding options (#) | | Option exercise price ($/sh) | Option expiration date | | Name | | Exercisable | Unexercisable | | | | Robert W. Duggan | 1/2/2025(1) | 10,724 | — | 18.35 | 1/2/2035 | | Mahkam Zanganeh | 11/11/2020(2) | 200,000 | — | 3.71 | 11/11/2030 | | | 11/11/2020(3) | 3,323 | — | 3.71 | 11/11/2030 | | | 11/22/2020(4) | 2,400,000 | — | 4.40 | 11/22/2030 | | | 12/15/2021(5) | 15,000 | — | 4.75 | 12/15/2031 | | | 6/28/2022(6) | 953,420 | 346,580 | 1.06 | 6/28/2032 | | | 9/9/2022(6) | 366,700 | 133,300 | 1.29 | 9/9/2032 | | | 10/13/2023(6) | 8,792,145 | 3,196,053 | 1.68 | 10/13/2033 | | | 10/13/2023(7) | 5,994,099 | 5,994,099 | 1.68 | 10/13/2033 | | Manmeet Soni | 12/23/2019(8) | 200,000 | — | 1.37 | 12/23/2029 | | | 5/1/2020(9) | 27,273 | — | 3.30 | 5/1/2030 | | | 2/19/2021(10) | 25,000 | — | 7.33 | 2/19/2031 | | | 1/3/2022(11) | 25,000 | — | 2.82 | 1/3/2032 | | | 1/3/2022(11) | 82,446 | — | 2.82 | 1/3/2032 | | | 1/3/2023(11) | 35,000 | — | 5.00 | 1/3/2033 | | | 10/13/2023(6) | 10,267,600 | 3,732,400 | 1.68 | 10/13/2033 | | | 10/13/2023(7) | 7,000,000 | 7,000,000 | 1.68 | 10/13/2033 | | | 4/2/2024(13) | 275,000 | 825,000 | 3.85 | 4/2/2034 |

  29. Outstanding Equity Awards at Fiscal Year-End

    _______________ (1)These options became fully vested on December 31, 2025. (2)These options became fully vested on November 11, 2024. (3)These options became fully vested on December 31, 2020. (4)This option award was originally a performance-based award. In 2021, the award was modified to a time-based award and became fully vested on November 22, 2024. (5)These options became fully vested on December 15, 2024. (6)This option award was a performance-based award with revenue and market-based performance conditions, which was modified in April 2025 to require only the service-based vesting requirements to be satisfied in order to become fully vested. (7)These options vest annually over a four-year period ending on October 13, 2027. (8)These options became fully vested on December 23, 2023. (9)These options became fully vested on May 1, 2021. (10)These options became fully vested on December 31, 2021. (11)These options became fully vested on December 31, 2022. (13)These options vest annually over a four-year period ending on April 2, 2028.

  30. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information, on an aggregate basis, about stock options that were exercised during the fiscal year ended December 31, 2025:

  31. Option Exercises and Stock Vested

    | | Option Awards | | | Name | Number of Shares Acquired On Exercise (#) | Value Realized On Exercise ($) | | Robert W. Duggan | 74,545 | $1,161,411 |

  32. Pension Benefits

    Pension Benefits Other than our 401(k) plan, we do not have any plan that provides for payments or other benefits at, following, or in connection with, retirement.

  33. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We do not have any plan that provides for the deferral of compensation on a basis that is not tax qualified.

  34. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following disclosures discuss the payments and benefits each of our NEOs who are current officers of the Company would have been eligible to receive upon certain termination events, assuming that each such termination occurred on December 31, 2025. As a result, the payment and benefits disclosed represent what would have been due and payable to such NEOs under the applicable agreements and plan in existence between each NEO and the Company as of December 31, 2025; this disclosure does not reflect any changes to such agreements or plans, or new agreements or plans, adopted after December 31, 2025, unless specifically stated. Tax Reimbursements under Employment Agreements As noted above in the Compensation Discussion and Analysis, if it is determined that any payments to Dr. Zanganeh and Mr. Soni will be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) because the payments, called parachute payments, are found to be contingent upon a change in ownership or control, within the meaning of Section 280G of the Code, we will provide the NEO with a payment such that, after payment by the NEO of all taxes, penalties and interest, including any excise tax imposed pursuant to Section 4999 of the Code on the gross-up payment itself, the NEO retains an amount of the gross-up payment equal to the excise tax imposed. Thus, the tax-gross up payment in the table below is the amount necessary to offset any excise tax and related income taxes, penalties, and interest owed by the NEO in connection with a change in control. In making the calculation, we used the following assumptions: (1) the excise tax rate under Section 4999 of the Code is 20%, the federal income tax rate is 37%, the applicable Medicare tax rate is 2.35% and there are no applicable state or local taxes; (2) no amounts will be discounted as attributable to reasonable compensation, but present value calculations will be applied to time-based equity award acceleration; (3) all cash payments are contingent upon a change in control; (4) the presumption required under applicable regulations that equity awards granted in 2025 were contingent upon a change in control could be rebutted; and (5) the full value of performance share awards (determined under the respective award) would constitute a parachute payment. Pursuant to the award agreements governing outstanding option awards held by each of the NEOs, upon a change in control, all of the unvested options will be deemed 100% vested. For awards outstanding as of the date of hereof, a “change in control” generally means the occurrence of a change in ownership of more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company. Quantification of Payments The table below discloses the amount of compensation and/or benefits due to our NEOs in connection with a change in control under their applicable employment and equity award agreements. The amounts below constitute estimates of the amounts that would be paid to our NEOs upon a change in control as of December 31, 2025.

  35. Potential Payments upon Termination or Change in Control

    | | Change in Control | | | | | | Dr. Zanganeh | | Mr. Soni | | | Acceleration of equity awards (1) | $ | 153,150,073 | $ | 180,932,244 | | Tax gross up payment (2) | | 14,973,067 | | 17,747,223 | | Total | $ | 168,123,140 | $ | 198,679,467 |

  36. Potential Payments upon Termination or Change in Control

    (1)The value of the option award acceleration was calculated by multiplying the number of unvested options subject to accelerated vesting as of December 31, 2025, by the difference between the closing price of our common stock on December 31, 2025 (which was $17.49) and the applicable exercise price for such unvested options. (2)The estimates of tax reimbursements for purposes of this calculation do not take into account any potential mitigation for such taxes that may be available to the taxpayers. In addition, the assumptions used for purposes of calculating the tax reimbursements reflect conservative valuation of the potential parachute payments. The Company and the impacted individuals may take actions to reduce the size of the tax reimbursements.

  37. Pay Ratio Disclosures

    Pay Ratio Disclosures As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of each of our Co-Chief Executive Officers (our “Co-CEOs”). We have chosen to use Dr. Zanganeh as our Co-CEO for purposes of this Pay Ratio analysis because Mr. Duggan receives compensation solely in his director capacity. For 2025, the median employee’s annual total compensation was $503,340 and the annual total compensation of our Co-CEO was $246,047,279. The ratio of these amounts is 489 to 1 (“Co-CEO Pay Ratio”). Supplemental Co-CEO Pay Ratio (Excluding One Time Modification Value) Dr. Zanganeh’s Summary Compensation Table total compensation for fiscal year 2025 includes a one‑time incremental accounting value of $245,021,384, arising from the modification of certain equity awards that were granted in years prior to 2025. This incremental fair value reflects an accounting re‑measurement under Topic ASC 718 and does not represent an increase in target compensation or cash actually paid to Dr. Zanganeh during the fiscal year. This same accounting re-measurement was applicable to our median employee during the 2025 year, which also impacted that employees total compensation once we valued the employee’s compensation in the same manner as required by the Summary Compensation Table. Because this one‑time non‑recurring accounting item materially affects the year‑over‑year comparability of the compensation of Dr. Zanganeh and any employee to which it applied, we provided a supplemental pay ratio that excludes the modification‑related incremental fair value that we believe facilitates a fulsome understanding of our Co-CEO’s annual total compensation. For purposes of this supplemental ratio, we removed this one-time non-recurring accounting item from compensation of our Co-CEO and median employee which resulted in our Co-CEO’s 2025 annual total compensation of $1,025,895 which, when compared to the annual total compensation of our median compensated employee of $321,400, results in a ratio of 3 to 1.

  38. Pay Ratio Disclosures

    | | Co-CEO Annual Total Compensation | | Median Employee Annual Total Compensation | | Pay Ratio | | | SEC Required Co-CEO Pay Ratio | $ | 246,047,279 | $ | 503,340 | 489 | to 1 | | Supplemental Co-CEO Pay Ratio | $ | 1,025,895 | $ | 321,400 | 3 | to 1 |

  39. Pay Ratio Disclosures

    The information disclosed in this section was developed and is provided to comply with specific legal requirements. We do not use this information in managing our company. We do not believe this information provides stockholders with a useful mechanism for evaluating our management’s effectiveness, operating results, or business prospects, nor for comparing our company with any other company in any meaningful respect. For discussion of annual Co-CEO compensation in the manner in which it was primarily considered by the Compensation Committee, please refer to the discussion under CD&A above. Methodology – SEC Required Pay Ratio To calculate the Co-CEO Pay Ratio we must identify the median of all our employees, as well as to determine the annual total compensation of our median employee and our Co-CEO. To these ends, we took the following steps: •We determined that, as of December 31, 2025, our employee population consisted of approximately 264 individuals, with approximately 91% of these in individuals located in the U.S. and 9% non-U.S. This population consisted of our full-time and part-time employees, as we do not have temporary or seasonal workers. •We used a consistently applied compensation measure to identify our median employee of comparing annual base salaries, bonuses for the 2025 performance year (including any bonus premium received), company contributions under our 401(k) plan, and the grant date fair value of equity awards determined under FASB ASC Topic 718. We identified our median employee by consistently applying this compensation measure to all of our employees included in our analysis. For individuals hired after January 1, 2025, we calculated base salary on an annualized basis. We did not make any cost-of-living adjustments in identifying the median employee. Foreign salaries were converted to U.S. dollars at the average foreign exchange conversion rates in effect on December 31, 2025. •Once the median employee was identified, we combined all of the elements of the median employee’s compensation for the 2025 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $503,340.

  40. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between NEO compensation and certain financial performance of our Company. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and its NEOs' pay.

  41. Pay Versus Performance Table

    Pay Versus Performance Table

  42. Pay Versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | Year | Summary Compensation Table Total for PEO-RD (1) (2) | Summary Compensation Table Total for PEO-MZ (1) (2)(6) | Compensation Actually Paid to PEO-RD (1)(3)(5) | Compensation Actually Paid to PEO-MZ (1)(5)(6) | Average Summary Compensation Table Total for Non-PEO NEO (2)(4)(6)(7) | Average Compensation Actually Paid to Non-PEO NEO (4)(5)(6)(7) | Company Total Shareholder Return (TSR) (8) | Peer Group TSR (9) | Net Income (Loss) | | 2025 | $172,376 | $246,047,279 | $172,376 | $233,109,816 | $249,127,782 | $238,006,634 | $372.13 | $119.92 | $(1,079,586,000) | | 2024 | $158,613 | $1,161,021 | $158,613 | $228,307,722 | $2,514,385 | $133,810,518 | $379.57 | $113.68 | $(221,315,000) | | 2023 | $— | $20,562,924 | $— | $30,062,629 | $12,049,222 | $18,441,114 | $55.53 | $115.84 | $(614,928,000) | | 2022 | $— | $1,242,049 | $— | $3,786,649 | $1,362,850 | $3,502,186 | $90.43 | $111.67 | $(78,782,000) | | 2021 | $— | $9,639,214 | $— | $5,123,646 | $1,325,423 | $(11,289) | $57.23 | $126.42 | $(88,602,000) |

  43. Pay Versus Performance Table

    | (1) For 2025, 2024, 2023, and 2022 the principal executive officers (PEOs) were Robert W. Duggan (Co-Chief Executive Officer and Chairman) and Mahkam Zanganeh (Co-Chief Executive Officer, President and Director). | | (2) Amounts represent the “Total” column set forth in the Summary Compensation Table (“SCT”). See the footnotes to the SCT for further detail regarding the amounts in these columns. | | (3) Mr. Duggan has declined any compensation from the Company for his role as Co-Chief Executive Officer. The options received in 2025 and 2024 relate to Board of Directors fees. Mr. Duggan received 10,724 and 74,545 options with an aggregate grant date fair value of $172,376 and $158,613 which fully vested as of December 31, 2025 and December 31, 2024, respectively. | | (4) For 2022, the sole non-PEO NEO was Ankur Dhingra, our former Chief Financial Officer who served in such role from May 2022 to April 2024. For 2024 and 2023, the non-PEO NEOs were Manmeet Soni (Chief Operating Officer, Chief Financial Officer and Director) and Ankur Dhingra (former Chief Financial Officer). Mr. Soni has served as Chief Operating Officer since October 2023 and as Chief Financial Officer since April 2024. For 2025, the non-PEO NEO was Mr. Soni. | | (5) The dollar amounts reported in these columns represent the amounts of “Compensation Actually Paid” (otherwise known as “CAP”). The Amounts are computed in accordance with Item 402(v) of Regulation S-K by deducting and adding the amounts from the “Total” column of the SCT as shown in the below tables (pursuant to SEC rules, fair value at each measurement date is computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under GAAP). | | (6) If the achievement of the performance condition for the performance-based stock options was not probable, as defined under applicable accounting guidance, then we assigned a fair value of $0. In April 2025, performance-based stock options were modified to require only the service-based vesting requirements to continue to be satisfied in order to become fully vested. | | (7) In April 2024, our former Chief Financial Officer, Ankur Dhingra, resigned and forfeited certain equity awards granted to him. | | (8) Total Shareholder Return illustrates the value, as of the last day of the indicated fiscal year, of an investment of $100 in our common stock on December 31, 2021. | | (9) The Peer Group TSR is calculated based on the Nasdaq Biotechnology Index, which is the same index that we used in the performance graph included in Item 5 of our Annual Report on Form 10-K for the year ended December 31, 2025. |

  44. Pay Versus Performance Table

    | 2025 | PEO-RD (1) | PEO-MZ (1) | Non-PEO NEO (4) | | Summary Compensation Table Total (2) | $172,376 | $246,047,279 | $249,127,782 | | Deduct: SCT “Option Awards Modification” column value | — | (245,021,384) | (248,101,887) | | Add: change in fair value of equity awards granted in prior years that are outstanding and unvested as of the fiscal year end (10) | — | (2,717,693) | (3,575,833) | | Add: change in fair value of equity awards granted in prior years that vested during the fiscal year end as of the vesting date (10) | — | 14,689,022 | 17,807,935 | | Add: excess fair value for performance award modifications | — | 220,112,592 | 222,748,637 | | Compensation Actually Paid (5) | $172,376 | $233,109,816 | $238,006,634 |

  45. Pay Versus Performance Table

    (10) Excludes change in fair value of equity awards modified in 2025, which is included in line “Add: excess fair value for performance award modifications.”

  46. Pay Versus Performance Narrative Disclosure

    Pay Versus Performance Narrative Disclosure In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table on CAP and each of total shareholder return (“TSR”) and net loss. We do not link our PEOs and NEO compensation to the Company’s financial and stock price performance. As a development stage company, we link a significant portion of their compensation to the achievement of key product development milestones. Although we are required to show the relationship between our compensation program and net income (or loss, as applicable), we do not consider net income (loss) to be a relevant or driving metric for NEO compensation, as our NEO compensation program is not determined by this financial performance measure. For purposes of this disclosure, there were no financial performance measures used to link Company performance to Compensation Actually Paid to our PEOs and non-PEO NEO in 2025. Description of Relationships Between Pay and Performance The following table shows the relationship between compensation actually paid to our Co-Chief Executive Officers and the average compensation paid to our other NEOs, to each of net income, relative total stockholder return and our peer group total stockholder return, in 2025, 2024, 2023, 2022 and 2021:

  47. Pay Versus Performance Narrative Disclosure

    | | Year ended December 31, | | | | | Year-over-Year Changes | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | 2025 | 2024 | 2023 | 2022 | | Financial Results: | | | | | | | | | | | Net Income (Loss) | $(1,079,586,000) | $(221,315,000) | $(614,928,000) | $(78,782,000) | $(88,602,000) | 388% | (64)% | 681% | (11)% | | Total Stockholders' Return: | | | | | | | | | | | Summit Therapeutics, Inc. | $372 | $380 | $56 | $90 | $57 | (2)% | 584% | (39)% | 58% | | Peer Group (Nasdaq Biotechnology Index) | $120 | $215 | $167 | $117 | $174 | (44)% | 29% | 43% | (33)% | | Compensation Actually Paid to: | | | | | | | | | | | Co-Chief Executive Officers (1) | $233,282,192 | $228,466,335 | $30,062,629 | $3,786,649 | $5,123,646 | 2% | 660% | 694% | (26)% | | Other NEOs (average) | $238,006,634 | $133,810,518 | $18,441,114 | $3,502,186 | $(11,289) | 78% | 626% | 427% | (31,123)% |

  48. Pay Versus Performance Narrative Disclosure

    (1)For 2025, 2024, 2023, and 2022 includes Robert W. Duggan (Co-Chief Executive Officer and Chairman) and Mahkam Zanganeh (Co-Chief Executive Officer, President and Director). Disclosure of the Most Important Performance Measures We are a pre-revenue biopharmaceutical company focused on the discovery, development, and commercialization of patient-, physician-, caregiver- and societal-friendly medicinal therapies intended to improve quality of life, increase potential duration of life, and resolve serious unmet medical needs. Therefore, there were no financial measures used to link Company performance to Compensation Actually Paid to our Co-Chief Executive Officer (PEO) and Other NEOs in 2025, 2024, 2023, 2022 and 2021. We use a range of non-financial performance metrics to determine NEO compensation, with a focus on the Company’s long-term sustainability, growth, and success. These metrics include the achievement of annual OKRs, which are tied to meeting regulatory milestones, overseeing clinical trial progress, managing operational and manufacturing goals, as well as effective budget management and capital raising efforts.