DEF 14A of Biocryst Pharmaceuticals Inc, Apr 23, 2026

DEF 14A of Biocryst Pharmaceuticals Inc

Filed Apr 23, 2026 · FY20250001628280-26-026822

Open on EDGAR

  1. 1.ELECTION OF DIRECTORS

    1.ELECTION OF DIRECTORS Our Board of Directors currently consists of 10 directors. Three directors have terms expiring at the Meeting. These three directors are named as director nominees in this Proxy Statement and have been nominated for reelection to the Board to serve for a term ending at the 2029 annual meeting of stockholders, and until their successors shall have been duly elected and qualified. Proxies cannot be voted for more than three nominees. Unless otherwise specified in the accompanying proxy card, the shares voted by proxy will be voted FOR the election of the three persons listed for terms expiring in 2029. The Board expects that all nominees will be available for election, but if any of the nominees is not available or is unwilling to accept election, it is expected that the proxies will vote for a substitute nominee to be designated by the Board or, if no such designation is made, that the proxies will vote for a lesser number of nominees. The Board has no reason to believe that the persons named will be unable to serve or will decline to serve if elected.

  2. NOMINEES FOR DIRECTOR WITH TERMS EXPIRING AT THE ANNUAL MEETING OF

    NOMINEES FOR DIRECTOR WITH TERMS EXPIRING AT THE ANNUAL MEETING OF

  3. Biographical Information of Directors and Director Nominees

    Biographical Information of Directors and Director Nominees Below you can find information, including biographical information, about our nominees for director and directors whose terms continue after the Meeting, as well as a discussion of the specific experiences, qualifications, attributes, and skills considered by the Board in concluding that such individuals should serve as directors.

  4. Nominees for Director with Terms Expiring in 2029

    Nominees for Director with Terms Expiring in 2029 Theresa M. Heggie was appointed to the Board in December 2018. Ms. Heggie most recently served as interim Chief Executive Officer for Hybridize Therapeutics, a private biotech startup, from October 2023 to March 2024. From February 2022 to October 2022, Ms. Heggie served as Chief Operating Officer of ProQR Therapeutics NV (“ProQR”), a publicly-traded biotechnology company developing RNA therapies using its proprietary Axiomer RNA-editing platform technology for severe, rare and common diseases, after joining ProQR as Chief Commercial Officer in October 2021. She previously served as Chief Executive Officer of Freeline Therapeutics Holdings plc (“Freeline”), a publicly-traded gene therapy company, from June 2020 to August 2021 and, prior to that, as Senior Vice President, Head of Europe, Middle East, Africa & Canada for Alnylam Pharmaceuticals, Inc., a global commercial-stage biopharmaceutical company, from May 2017 to May 2020. From June 2013 to March 2016, Ms. Heggie served as Chief Strategy and Marketing Officer for Bupa, an international healthcare group. Prior to June 2013, Ms. Heggie served in senior commercial and operating roles at Shire plc (“Shire”), a global specialty biopharmaceutical company, including Senior Vice President, Global Commercial Operations for the rare disease business. Prior to that, Ms. Heggie had responsibility over Europe, Middle East, and Africa rare disease and served as Chief Executive Officer of Jerini AG, a pharmaceutical company, following Shire’s acquisition of the company, and its lead asset, Firazyr®, for the treatment of hereditary angioedema. Prior to joining Shire, Ms. Heggie spent more than 20 years in a broad range of increasingly senior commercial positions at Janssen Pharmaceuticals and Baxter Healthcare. Ms. Heggie currently serves as a consultant on the Scientific Advisory Board for the Invivo Ventures III fund at Invivo Partners, a management company for early-stage investments in the healthcare sector. Since May 2023, she has served as a member of the board of directors of ProQR. From May 2016 to April 2017, Ms. Heggie served as a member of the board of Swedish Orphan Biovitrum AB, an international specialty biopharmaceutical company dedicated to the treatment of rare diseases. From June 2020 to August 2021, Ms. Heggie served as a member of the board of directors of Freeline, and from July 2019 to October 2021, she served as a member of the supervisory board of ProQR. Ms. Heggie received a B.S. degree from Cornell University. Ms. Heggie’s extensive commercial experience in the industry, especially her rare disease commercial experience, provide valuable knowledge and insight to the Board. Amy E. McKee, M.D. was appointed to the Board in September 2021. Since September 2024, she has served as Senior Vice President of Oncology Regulatory Science, Strategy & Excellence at AstraZeneca, a leading publicly-traded multinational pharmaceutical and biotechnology company. She previously served as Chief Medical Officer and Global Head, Oncology Center of Excellence at Parexel International Corporation (“Parexel”), a global clinical research organization, from September 2022 to September 2024, and as Vice President, Regulatory Consulting at Parexel from February 2019 to September 2022. Prior to joining Parexel, Dr. McKee served in several leadership roles of increasing responsibility at the U.S. Food and Drug Administration (“FDA”) from 2008 to February 2019. While at the FDA, Dr. McKee served as a primary reviewer of new drug applications (“NDAs”) and biologics license applications (“BLAs”) across multiple divisions and served as both the acting deputy director and supervisory associate director of the Office of Hematology and Oncology products, where she managed four separate divisions performing NDA and BLA reviews. From January 2018 to February 2019, Dr. McKee was the deputy center director for the FDA’s Oncology Center of Excellence, which helps expedite development of innovative medical products of oncologic and hematologic malignancies and supports an integrated approach to their clinical evaluation. Dr. McKee holds an M.D. from Tulane University School of Medicine and a B.A. from Middlebury College. Dr. McKee’s extensive regulatory experience provides valuable knowledge and insight to the Board. Jon P. Stonehouse was appointed to the Board in January 2007 and served as our Chief Executive Officer from January 2007 through December 2025, as well as our President from January 2007 to August 2025. Additionally, Mr. Stonehouse served as Interim Chief Financial Officer from April 2025 until July 2025. Prior to joining the Company, he served as Senior Vice President of Corporate Development for Merck KgaA, a pharmaceutical company, since July 2002. His responsibilities included corporate mergers and acquisitions, global licensing and business development, corporate strategy and alliance management. Prior to joining Merck KgaA, Mr. Stonehouse held a variety of roles at Astra Merck/AstraZeneca. Mr. Stonehouse began his career in the pharmaceutical industry as a sales representative and held increasing sales leadership positions at Merck & Co., Inc. Mr. Stonehouse previously served on the board of directors of Metsera, Inc., a publicly-traded clinical stage biotechnology company focused on the treatment of obesity, overweight and related conditions, from April 2025 until its acquisition by Pfizer Inc. in November 2025, and on the board of directors of Bellicum Pharmaceuticals, Inc., a publicly-traded clinical stage biopharmaceutical company, from December 2014 to February 2024. Mr. Stonehouse also served on the advisory board of Precision Biosciences, Inc., a private biotechnology company, from 2008 to 2018, and on the advisory board for Genscript, a private bioservices company. Mr. Stonehouse received a B.S. in Microbiology from the University of Minnesota. As the Company’s previous Chief Executive Officer and President of BioCryst, Mr. Stonehouse brings to the Board an intimate knowledge of our business, and his executive experience in a variety of capacities at major pharmaceutical companies provides industry-specific operational experience that is beneficial to the Board.

  5. Board of Directors

    Board of Directors The Company is governed by a Board of Directors, which currently consists of 10 directors as determined by resolution of the Board in accordance with the Company’s Certificate of Incorporation. The Board has determined that eight of the 10 current members of the Board (Mr. Frank, Dr. Galson, Ms. Heggie, Mr. Levin, Dr. McKee, Mr. Milano, Dr. Milne, and Ms. Sanders) are independent as defined by the Nasdaq Global Select Market (“Nasdaq”). In addition, the Board previously determined that Nancy Hutson and George Abercrombie, who served as directors of the Board until their retirements in January 2026 and June 2025, respectively, and Stephen Aselage, who served as a director of the Board until June 2025 and did not stand for reelection at our 2025 annual meeting of stockholders, were independent as defined by Nasdaq. In making its independence determinations, the Board considered Dr. Milne’s former role as Chief Executive Officer of Astria Therapeutics, Inc. The Board determined that, in light of all relevant facts and circumstances, including the absence of any relationships that would interfere with the exercise of independent judgment, as well as Nasdaq guidance, Dr. Milne qualified as an “independent director” under the Nasdaq listing standards. There are no family relationships among any of our directors or our executive officers. The Board has established the Audit, Compensation, and Corporate Governance and Nominating committees to assist in the oversight of the Company. The Board has adopted charters for each of these committees, which are posted on the Company’s website at www.biocryst.com. The Company also makes available on its website its code of business conduct. Printed copies of these charters or the code of business conduct may be obtained, without charge, by contacting the Corporate Secretary, BioCryst Pharmaceuticals, Inc., 4505 Emperor Blvd., Suite 200, Durham, North Carolina 27703.

  6. Selection of Board Nominees

    Selection of Board Nominees The Corporate Governance and Nominating Committee (referred to in this section as the “Committee”) will consider candidates for Board membership suggested by its members and other Board members, as well as management and stockholders. The Committee has established a procedure for submission of suggestions by stockholders and will consider candidates recommended in writing, including biographical information and personal references. All submissions by stockholders should be sent directly to the Chair of the Board, Vincent Milano, at 4505 Emperor Blvd., Suite 200, Durham, North Carolina 27703. The Chair will provide copies of all submissions to the Committee for its consideration. The Committee reviews all written submissions and evaluates them based on predetermined selection criteria to identify prospective nominees. In reviewing candidates to become prospective nominees, the Committee makes an initial determination as to whether to conduct a full evaluation of the candidate based on the information provided to the Committee with the recommendation of the candidate, as well as the Committee’s own knowledge of the candidate, which may be supplemented by inquiries to the person making the recommendation or to others. The preliminary determination is based primarily on the need for additional Board members to fill vacancies or expand the size of the Board and the likelihood that the candidate can satisfy the director selection criteria described below. If the Committee determines, in consultation with the Chair of the Board and other Board members as appropriate, that additional consideration is warranted, it may request additional information about the candidate’s background and experience. The Committee then evaluates the candidate as a prospective nominee considering our director selection criteria, including: •the ability of the prospective nominee to represent the interests of the stockholders of the Company; •the prospective nominee’s standards of integrity, commitment, and independence of thought and judgment; •the prospective nominee’s ability to dedicate sufficient time, energy, and attention to the diligent performance of his or her duties, including the prospective nominee’s service on other public company boards; and •the extent to which the prospective nominee contributes to the range of talent, skill, and expertise appropriate for the Board. In evaluating prospective nominees for Board membership, consideration is given to obtaining a variety of experiences, backgrounds, skill sets, and perspectives within the Board. In considering the composition of the Board, we look at the entirety of the Board. Although we do not seek constituent or representational directors, the Committee does consider the composition of the Board whenever we are looking for a new director, including skill sets, backgrounds, experiences, perspectives, and personal characteristics. The Committee and the Board evaluate the Board’s composition on a periodic basis as part of their review of the Board as a whole. Our Board conducts annual self-evaluations, overseen by the Committee and designed to solicit directors’ views on a variety of topics, including whether the Board, as a whole, has the appropriate mix of characteristics, business experience, background, and tenure. See “Annual Performance Evaluations” below for additional information about these evaluations. The Committee also regularly assesses the expertise and competencies of the directors by considering, among other things, whether the Board, as a whole, is sufficiently represented by directors with experience in the areas listed in the matrix below. In order to more meaningfully assess Board strength, Board members are asked to only identify areas where they have deep, hands-on experience. Based on these evaluations, assessments, and self-disclosures, we believe the Board currently is comprised of directors who reflect an appropriate mix of backgrounds, experiences, perspectives, and personal characteristics that are aligned with the Company’s business strategy. The following matrix highlights the areas of qualifications, experience and competencies of each director, as reviewed by the Committee. The absence of a mark does not necessarily indicate that the director does not possess any relevant expertise or competency in the area. For additional information on each individual’s skills and experience, please see their detailed biography.

  7. Selection of Board Nominees

    | Expertise/Competency | Frank | Galson | Gayer | Heggie | Levin | McKee | Milano | Milne | Sanders | Stonehouse | | Public Co. Board Experience | X | X | | X | X | X | X | X | X | X | | CEO Experience | | | | X | | | X | X | | X | | CFO Experience | | | | | X | | X | | | | | Strategic/Transactional Expertise | X | | | | X | | X | X | X | X | | Financial Reporting/Capital Markets Expertise | X | | | | X | | X | X | | X | | Manufacturing | | | | | | | | | X | | | Quality | | | | | | X | | | X | | | Rare Disease Commercial Expertise | | | X | X | | | X | | | | | International Rare Disease Expertise | | | X | X | | X | | | | | | Regulatory | | X | | | | X | | | X | | | Late-Stage Clinical Development | | X | | | | X | | | | | | Early-Stage Clinical and Discovery Research | | X | | | | X | | X | | | | Pharmaceutical Research & Development Expertise | | X | | | | X | | | | | | Investor/Wall Street Experience | X | | | | X | | X | | | |

  8. Selection of Board Nominees

    The Committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board, the relevance of the current expertise of the Board, stockholder communications, the balance of management and independent directors, the need for Audit Committee expertise and the evaluations of other prospective nominees. In connection with this evaluation, the Committee determines whether to interview the prospective nominee, and if warranted, one or more members of the Committee, and others as appropriate, interview prospective nominees in person or by telephone. After completing this evaluation and interview, the Committee selects the director nominees for the next annual meeting of stockholders. The Committee recommended the nomination of three incumbent directors whose terms are expiring at the Meeting for reelection to the Board of Directors. The Committee also has authority to retain and approve the compensation of search firms to be used to identify director candidates.

  9. Philosophy and Overview of Compensation

    ______________________ (1)Mr. Stonehouse retired as Chief Executive Officer (“CEO”) of the Company, effective December 31, 2025. In connection with his retirement, he received the benefits discussed in the “Potential Payments upon Termination or Change in Control” section below. (2)Mr. Doyle resigned as Chief Financial Officer (“CFO”) of the Company, effective April 9, 2025. Following his resignation, he continued to provide transition services to the Company as a consultant through December 31, 2025, as discussed further in the “Potential Payments upon Termination or Change in Control” section below. (3)Dr. Thackray resigned as Chief Research and Development Officer of the Company, effective September 1, 2025. Following her resignation, she continued to provide transition services to the Company as a consultant through December 31, 2025, as discussed further in the “Potential Payments upon Termination or Change in Control” section below. (4)Mr. Gayer was appointed as President of the Company and CEO of the Company, effective August 1, 2025 and January 1, 2026, respectively. In connection with his appointment as CEO, he entered into a new employment agreement with the Company, as discussed further in the “Potential Payments upon Termination or Change in Control” section below. Our executive compensation program is based on market best practices and is designed to ensure that it is appropriately risk-based and competitive with similar companies in our industry. The Committee’s primary objectives for our executive compensation program are as follows: •to have a substantial portion of each officer’s compensation contingent upon the Company’s performance as well as upon his or her own level of performance and contribution toward the Company’s performance and long-term strategic goals; •to reward executives for actions that create short-term and long-term sustainable stockholder value, with a strong focus on Company results; •to align the interests of our executives with the Company’s corporate strategies, business objectives, and the long-term interests of our stockholders; and •to attract, incentivize, and retain our executive talent.

  10. Role of Compensation Consultants

    Role of Compensation Consultants It is the practice of the Committee to use a compensation consultant to perform an annual competitive compensation analysis of the Company’s overall compensation practices. Since 2015, the Committee has engaged Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), as the Company’s compensation consultant to conduct the overall analysis of the Company’s compensation practices and those of comparable companies in the biotechnology industry. The Committee has determined that there are no conflicts of interest with respect to the engagement of Aon by the Committee and that Aon is independent. Under the direction of the Committee, Aon annually conducts an analysis of overall compensation practices, including benchmark comparisons of base salary, annual incentive targets, and long-term equity incentive compensation against a “peer group” of comparable companies discussed in more detail below. The results of this analysis are reviewed by the Committee in connection with its annual compensation decisions, including base salary determinations, annual incentive targets, and long-term equity grants.

  11. Peer Group and the Use of Market Data

    Peer Group and the Use of Market Data While the Company does not establish compensation levels based solely on benchmarking, pay practices at other companies are an important factor that the Committee considers in assessing the reasonableness of compensation and ensuring that our compensation practices are competitive in the marketplace. In order to evaluate the level of compensation for our Named Executive Officers, the Committee, using information provided by Aon, establishes a peer group of publicly-traded, national, and regional companies in the biopharmaceutical and biotechnology industries (the “Peer Group”) that generally: •are similar to the Company in terms of one or more of the following: size (i.e., employee headcount, revenue, market capitalization, etc.), stage of development for primary products, cash runway, and research and development investment; •have named executive officer positions that are comparable to the Company’s in terms of breadth, complexity, and scope of responsibilities; and •compete with the Company for employee talent. Each Peer Group company participates in the Radford Biotechnology Survey, an Aon survey of executive total compensation for various corporate positions, which survey is widely used among biotechnology companies. Aon analyzes both survey data and compensation information reported in the public filings of the Peer Group companies for the comparative analysis and adjusts the data to reflect the age of the reported information. In September 2024, the Committee approved the 2024 Peer Group. The 2024 Peer Group, which the Committee used when making determinations for our December 2024 long-term equity incentive awards and 2025 base salary and Annual Incentive Plan (“AIP”) target adjustments, emphasized companies that have launched products within the last few years and are scaling. The 2024 Peer Group targeted growing commercial companies, with market capitalization and revenue ranges adjusted to reflect changes in the Company’s market capitalization and revenue during 2024, which resulted in the removal of Cytokinetics and MacroGenics, and the addition of Ironwood Pharmaceuticals and Pacira BioSciences, as compared to the prior peer group. Deciphera Pharmaceuticals was also not included in the 2024 Peer Group as a result of its acquisition by Ono Pharmaceutical Co. in June 2024. The 2024 Peer Group consisted of the following 18 peer companies, which had market capitalization ranging from approximately $220 million to $12 billion and revenue ranging from approximately $35 million to $930 million:

  12. Peer Group and the Use of Market Data

    | •ACADIA Pharmaceuticals | •Arrowhead Pharmaceuticals | •Insmed | •SIGA Technologies | | •ADMA Biologics | •Blueprint Medicines | •Intra-Cellular Therapies | •Travere Therapeutics | | •Agenus | •Corcept Therapeutics | •Ironwood Pharmaceuticals | •Ultragenyx Pharmaceutical | | •Amicus Therapeutics | •Dynavax Technologies | •Pacira BioSciences | | | •Apellis Pharmaceuticals | •Harmony Biosciences | •PTC Therapeutics | |

  13. Peer Group and the Use of Market Data

    In September 2025, the Committee approved the 2025 Peer Group. The 2025 Peer Group, which the Committee used when making determinations for our December 2025 long-term equity incentive awards and 2026 base salary and AIP target adjustments, continued to emphasize companies that have launched products within the last few years and are scaling. The 2025 Peer Group targeted high growth commercial companies, with market capitalization and revenue ranges adjusted to reflect changes in the Company’s market capitalization and revenue during 2025, which resulted in the removal of Agenus and Ironwood Pharmaceuticals, and the addition of Ardelyx, Catalyst Pharmaceuticals, Mirum Pharmaceuticals and Rhythm Pharmaceuticals, as compared to the 2024 Peer Group. Blueprint Medicines and Intra-Cellular Therapies were also not included in the 2025 Peer Group as a result of their acquisition by Sanofi in July 2025 and Johnson & Johnson in April 2025, respectively. The 2025 Peer Group consisted of the following 18 peer companies, which had market capitalization ranging from approximately $570 million to $23 billion and revenue ranging from approximately $156 million to $1.8 billion:

  14. Peer Group and the Use of Market Data

    | •ACADIA Pharmaceuticals | •Arrowhead Pharmaceuticals | •Insmed | •SIGA Technologies | | •ADMA Biologics | •Catalyst Pharmaceuticals | •Mirum Pharmaceuticals | •Travere Therapeutics | | •Amicus Therapeutics | •Corcept Therapeutics | •Pacira BioSciences | •Ultragenyx Pharmaceutical | | •Apellis Pharmaceuticals | •Dynavax Technologies | •PTC Therapeutics | | | •Ardelyx | •Harmony Biosciences | •Rhythm Pharmaceuticals | |

  15. Base Salary

    Base Salary The Company provides our employees with base salary to compensate them for services rendered during the fiscal year. In determining the base salary amount for each Named Executive Officer, the Committee primarily considers: •industry experience, knowledge, and qualifications; •salary levels in effect for comparable positions within the Company’s industry obtained from the Radford Biotechnology Survey; and •individual performance of the executive and the general performance of the Company. The Committee uses competitive compensation data from the annual total compensation study of peer companies provided by the Company’s compensation consultant to inform its decisions about overall compensation and specific compensation elements. Additionally, the Committee uses multiple reference points when establishing targeted compensation levels. The Committee does not make base salary or total compensation determinations based solely on benchmark comparisons or any specific percentile relative to the Peer Group or the broader United States market. Instead, the Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company, business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning. The Committee also considers the compensation programs of other companies which, while not in the Peer Group, have similar characteristics of the Company’s business model, complexity and sophistication. Base salary amounts are typically reviewed annually as part of the Company’s performance review process as well as upon a promotion or other change in responsibility. To assist the Committee in determining appropriate base salary increases, the Company’s compensation consultant provided competitive base salary levels by analyzing the competitive data described in more detail above. In setting 2025 salaries, consistent with its philosophy for 2024 salaries and given the highly focused strategy of the Company, the Committee did not conduct individual performance reviews but instead continued to assess the Named Executive Officers based primarily on overall corporate performance while also giving consideration to individual contributions to corporate performance. The Committee also considered the market competitiveness of the Company’s current executive officer base salaries compared to the 2024 Peer Group based on the analysis prepared by Aon. This resulted in all of the Named Executive Officers (other than Mr. Ghias, who joined the Company in July 2025) receiving the increases in base salary for 2025 as set forth below, which generally reflect a 3.25% increase (the increase applicable to base salaries Company-wide), as well as an adjustment to increase the competitive positioning in the marketplace of the base salary for Dr. Thackray and an increased base salary for Mr. Gayer as a result of Mr. Gayer’s appointment as President, effective August 1, 2025. Mr. Doyle requested to forego a 3.25% base salary adjustment and to instead allocate his increase among members of his team. The Committee approved a starting base salary of $560,000 for Mr. Ghias in connection with his appointment as CFO, effective July 7, 2025.

  16. Base Salary

    ______________________ (1)Mr. Doyle resigned as CFO of the Company, effective April 9, 2025. Following his resignation, he continued to provide transition services to the Company as a consultant through December 31, 2025, as discussed further in the “Potential Payments upon Termination or Change in Control” section below. (2)Dr. Thackray resigned as Chief Research and Development Officer of the Company, effective September 1, 2025. Following her resignation, she continued to provide transition services to the Company as a consultant through December 31, 2025, as discussed further in the “Potential Payments upon Termination or Change in Control” section below.

  17. Annual Incentive Plan Compensation

    Annual Incentive Plan Compensation It is the Committee’s objective to have the entirety of each officer’s annual incentive program compensation contingent upon the Company’s performance based on the achievement of pre-established corporate performance objectives. Annual incentive payments are made pursuant to the AIP, which provides for a target amount of potential incentive awards for each participant thereunder, which is currently expressed as a percentage of annual base salary. In determining the 2025 AIP targets for each of the Named Executive Officers, the Committee considered individual contributions to corporate performance and Peer Group market data provided by Aon. The Committee annually reviews with Aon the Peer Group data for non-equity incentive compensation and considers other factors intended to align the AIP with the Committee’s pay-for-performance philosophy. The Committee maintained the existing targets set forth below for all continuing Named Executive Officers other than Mr. Gayer for the 2025 plan year. The 2025 AIP target for Mr. Gayer was initially increased to 70% of base salary to more appropriately reflect internal management positioning, and further increased to 75% effective August 1, 2025, in connection with Mr. Gayer’s appointment as President. For Mr. Ghias, who joined the Company in July 2025, the Committee established an AIP target equal to 70% of base salary, consistent with market practices for similarly situated executives and internal Named Executive Officers. The 2025 AIP targets for the Named Executive Officers of the Company were as follows:

  18. Annual Incentive Plan Compensation

    | Name | 2025 AIP Target (percentage of base salary) | | Jon P. Stonehouse | 85% | | Anthony J. Doyle | 60% | | Babar Ghias(1) | 70% | | Helen M. Thackray | 70% | | Alane P. Barnes | 60% | | Charles K. Gayer | 70% / 75% |

  19. Annual Incentive Plan Compensation

    (1)In connection with Mr. Ghias joining the Company in July 2025, the Committee approved a $160,000 signing bonus for Mr. Ghias, paid within 30 days of the commencement of his employment with the Company. Mr. Ghias’ 2025 payout earned under the AIP was reduced by this amount. Based on overall corporate performance against pre-established corporate objectives, the actual payout under the AIP can range from zero to any amount relative to the target percentage of annual base salary. The overall amount of the AIP pool each performance year is determined by the Committee and is based on its assessment of Company performance against the current year corporate objectives multiplied by the sum of all participants at target performance. The AIP allows the Committee to use its discretion in setting the size of the AIP pool. The Committee may decide that the pool is as low as zero for a year of poor Company performance and may establish a pool that exceeds target for a year of exceptional Company performance. At the time the 2025 AIP targets were set, the Committee believed that payout at the target performance level (100 points) was challenging but achievable and that payout above target represented a “stretch” performance goal, but was nevertheless achievable. In order to further tie individual compensation to Company performance, payout to individuals under the AIP is based on Company performance and awards under the AIP are typically settled in cash. All awards are reviewed and approved by the Committee. The pre-established corporate objectives for 2025 Company performance are described in the table below. However, the table does not include the target levels with respect to the specific quantitative and qualitative objectives as we believe disclosure of such information would result in competitive harm to the Company.

  20. Annual Incentive Plan Compensation

    | Objective | Description | Points at Target | | 1 | ORLADEYO. Corporate objectives for ORLADEYO included goals to increase the number of patients on ORLADEYO, increase ORLADEYO net revenue, and advance ORLADEYO lifecycle management. | 40 | | 2 | Products to Market. Corporate objectives for bringing our next products to market included advancing the BCX17725 program for Netherton syndrome, advancing the avoralstat program for diabetic macular edema, and searching for business development opportunities. | 30 | | 3 | Pipeline Candidates. Corporate objectives for delivering a sustainable flow of pipeline candidates included goals to advance our early-stage product candidates towards clinical trials. | 10 | | 4 | Culture. Corporate organizational objectives included pursuing opportunities to deepen our culture, invest in individual development and build our depth of talent, and demonstrate financial discipline. | 20 | | | | 100 |

  21. Annual Incentive Plan Compensation

    In reviewing the Company’s performance against the pre-established 2025 objectives in December 2025, the Committee assessed the completion of the corporate objectives as described in the table below, as well as the achievements of the Company, and attributed the values set forth in the table below to the achievement of each of the Company objectives. In consideration of these results, the Committee awarded payouts under the AIP at 170% of target for each recipient, which were paid out in January 2026.

  22. Annual Incentive Plan Compensation

    | Objective | Committee Determination | Rationale | Points Awarded | | 1 | Exceeds | •The Company exceeded expectations in advancing the commercialization of ORLADEYO by significantly increasing sales and the number of total and reimbursed patients in the United States and outside the United States, far exceeding the target revenue and reimbursed patient numbers set for the AIP. •The Company successfully advanced the ORLADEYO pediatric clinical program, obtaining U.S regulatory approval for the use of ORLADEYO oral pellets in patients with HAE aged 2 to <12 years of age and filing additional regulatory applications/label extensions in other global territories. | 77.5 | | 2 | Partially Met | •The Company advanced the BCX17725 and avoralstat programs, though at a slower pace than target. •The Company exceeded expectations in searching for business development opportunities by signing a contract to acquire Astria Therapeutics, Inc., including its phase 3 navenibart program for HAE. | 27.5 | | 3 | Met | •The Company exceeded expectations by initiating IND-enabling studies and non-clinical toxicology program for an early-stage product candidate. •The Company did not meet the target set under the AIP for completing candidate selection for the oral C5 inhibitor program. | 10 | | 4 | Exceeds | •The Company quantified metrics to assess the impact of its culture on business performance, and reported results and case studies demonstrating a positive connection between the Company’s culture, ways of working and resulting business performance. •The Company facilitated individual participation in development opportunities that led to a measurable improvement in role as a result of participation, exceeding the participation target set for the AIP. •The Company exhibited financial discipline, exceeding the AIP targets set by achieving positive earnings per share for the full year 2025. | 40 | | EXTRA | | •The Company successfully completed the sale of its European ORLADEYO business to Neopharmed Gentili, which was not originally contemplated in the AIP goals set for 2025. •The Company successfully navigated the multiple leadership changes announced in 2025, which also were not originally contemplated in the AIP goals set for 2025. | 15 | | | | | 170 |

  23. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards All of the Named Executive Officers are eligible to participate in the Company’s periodic awards of equity grants under the Company’s Stock Incentive Plan. These awards are designed to: •create a greater sense of employee ownership; •enhance the link between creation of stockholder value and long-term employee compensation; •provide an opportunity for increased equity ownership by the officers, which increases the alignment of their financial interests with those of our stockholders; and •maintain competitive levels of total compensation. The Committee has historically granted equity awards to the executive officers on an annual basis. The overall grant pool is established on an annual basis based, in part, on the Committee’s assessment of competitive equity grant levels by organization level and the number of employees at each level using competitive data provided by Aon based on its analysis of the Company’s current Peer Group. In determining the amount of each grant, the Committee also considers the Company performance, assessed on an annual basis. Equity Awards Granted in 2025 In setting the levels of long-term equity incentive awards in December 2025, the Committee assessed the Company’s performance against the corporate performance objectives for 2025, as described above under the caption “Annual Incentive Plan Compensation,” and in reviewing the analysis provided by Aon regarding the Company’s 2025 Peer Group equity compensation practices and the number of shares of Common Stock available for grant under the Company’s Stock Incentive Plan, the Committee determined to grant long-term equity incentive awards at a level representing approximately the 65th percentile among comparative companies based on the 2025 Peer Group data, with certain additional long-term equity incentive awards to be granted to selected individuals in light of the particular individual contributions made by such individuals to 2025 Company performance. The Committee further determined that, after evaluating current compensation trends, reviewing the intended purpose of this program, and considering the Company’s stage of development as a growing commercial-stage biotechnology company and related financial results, the long-term equity incentive awards for 2025 performance should continue to consist of a mix of stock options and RSUs for the Company’s senior employees, including the Named Executive Officers. Stock options are inherently performance based, as they only provide value to the participant when the stock price appreciates over time, and typically have a four-year vesting schedule, which provides a retention component. Time-based RSUs also serve a retention function and further align executive interests with stockholders. The Committee continues to evaluate the appropriate mix of equity awards in light of the Company’s stage of development, business strategy, financial results, competitive market conditions in the industry, and Peer Group practices. In consideration of the foregoing factors, in December 2025, the Committee awarded options and RSUs to the Named Executive Officers employed at such time as set forth in the table below. Mr. Stonehouse did not receive a grant in December 2025 in light of his planned retirement.

  24. Long-Term Equity Incentive Awards

    | Name | Options (#) | RSUs (#) | | Babar Ghias | 355,050 | 121,700 | | Alane P. Barnes | 255,050 | 121,700 | | Charles K. Gayer | 986,950 | 471,000 |

  25. Long-Term Equity Incentive Awards

    Each stock option represents the right to purchase one share of Common Stock at the option exercise price (once the option is vested), and each RSU represents the right to receive one share of Common Stock upon vesting of the RSU. The stock options and RSUs granted to the Named Executive Officers in December 2025 vest 25% annually on each of the first four anniversaries of the date of the grant, until fully vested on the fourth anniversary. The stock options expire 10 years after the date of the grant. This provides a reasonable timeframe during which the Named Executive Officers can benefit from the appreciation of the Company’s shares. The exercise price of the stock options was equal to the fair market value of the underlying stock on the date of grant.

  26. Other Elements of Compensation

    Other Elements of Compensation In order to attract and retain key talent and pay market levels of compensation, we offer broad-based retirement, health and welfare employee benefits to our eligible employees, including our Named Executive Officers, subject to the terms and conditions of each benefit program. Our Named Executive Officers are eligible to participate in these benefits on the same basis as other full-time employees. Medical Insurance. The Company makes available to eligible employees and their dependents group health, dental and vision insurance coverage. Life and Disability Insurance. The Company makes available disability and life insurance at coverage levels based upon the employee’s level of compensation. In addition, as part of Mr. Stonehouse’s employment agreement, he was entitled to have either a $1 million life insurance policy payable to his beneficiary upon death, or, if there was no policy in place, we would have been required to pay his beneficiary $1 million upon his death. An insurance policy was in place as of December 31, 2025. Defined Contribution Plan. The Company offers a retirement plan designed to meet the requirements under Section 401(k) of the Code. The 401(k) plan permits eligible employees to defer up to 100% of their annual eligible compensation, subject to certain limitations imposed by the Code. Employee elective deferrals are immediately vested and non-forfeitable. The Company makes matching contributions equal to the first 5% of the employee elective deferrals, which vest over a period not to exceed six years. Stock Purchase Plan. The Company sponsors a broad-based employee stock purchase plan (the “ESPP”), designed to meet the requirements under Section 423 of the Code. The ESPP permits employees to purchase Company stock at a discount through payroll deductions. ESPP participants are granted a purchase right to acquire shares of Common Stock at a price that is 85% of the stock price on either the first day of the stock purchase period or the last day of the stock purchase period, whichever is lower. The purchase dates occur on the last business days of January and July of each year. To pay for the shares, each participant may authorize periodic payroll deductions from 1% to 15% of the employee’s cash compensation, subject to certain limitations imposed by the Code. In addition, no employee may purchase more than 3,000 shares in each purchase period and/or $25,000 in each calendar year. All payroll deductions collected from the participant during the purchase period are automatically applied to the purchase of Common Stock on the dates indicated above provided the participant remains an eligible employee and has not withdrawn from the ESPP prior to the purchase date. Other Fringe Benefits. With the exception of the relocation expenses described below under the caption “Executive Relocation,” the Company makes certain other fringe benefits available to the Named Executive Officers on the same basis as are made available to its other employees, such as tuition reimbursement and payment of professional dues. The aggregate amount of these other fringe benefits was less than $10,000 for each Named Executive Officer during 2025. Executive Relocation. The Board has adopted an Executive Relocation Policy (the “Relocation Policy”) for certain new employees of the Company, including executive officers. The Relocation Policy provides for a house hunting trip, temporary living and trips home for up to 90 days, home selling support or direct reimbursement for some selling expenses, moving costs and temporary storage of goods, customary closing expenses on the new home, a miscellaneous allowance of one month’s salary, not to exceed $5,000, and gross up of all taxable expenses. The Relocation Policy requires 100% repayment of benefits if the employee leaves or is terminated for cause within 12 months from the hire date. The Company did not pay any relocation expenses to Named Executive Officers in 2025. Retirement Policy. In July 2024, the Company adopted the BioCryst Pharmaceuticals, Inc. Equity Award Retirement Policy (the “Retirement Policy”), which provides for the continued vesting of qualifying unvested equity awards in connection with an eligible employee’s qualifying retirement, as discussed further in the “Potential Payments upon Termination or Change in Control” section below. The Committee believes the Retirement Policy is consistent with competitive market practice, and as an element of compensation will attract and retain top talent and encourage eligible employees, including executive officers, to remain focused on the Company’s performance for the long term.

  27. Practice with Respect to the Grant of Equity Compensation Awards

    Practice with Respect to the Grant of Equity Compensation Awards The Company grants all equity incentive awards based on the fair market value as of the date of grant. The exercise price for stock option grants and similar awards is determined by reference to the last quoted price per share on the Nasdaq Global Select Market at the close of business on the date of grant. The Company generally grants annual equity awards to employees in mid-December and, until March 2025, on the last business day of the month of hire for newly-hired employees. Starting in March 2025, the Company began granting inducement awards to newly-hired employees on the first business day following the end of the month of hire. Newly appointed non-employee directors receive initial equity grants on their date of appointment to the Board and all non-employee directors receive annual grants on the date of the Company’s annual stockholder meeting. The Company may also consider and approve interim or mid-year grants, from time to time based on business needs, and it may change its equity grant practices in the future. Additionally, eligible employees may enroll to purchase shares under the ESPP during six-month purchase intervals using payroll deductions accumulated during the applicable accumulation period. The Company does not generally take material nonpublic information into account when determining the terms of equity awards, and the Company’s practice is typically not to grant new awards to Named Executive Officers during any period beginning four business days before and ending one business day after the filing of a Form 10-Q or Form 10-K or the filing or furnishing of a Form 8-K that discloses material nonpublic information. In 2025, the Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. No stock options were granted to any Named Executive Officers in 2025 during any period beginning four business days before and ending one business day after the filing of a Form 10-Q or Form 10-K or the filing or furnishing of a Form 8-K that discloses material nonpublic information.

  28. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth the total compensation awarded, paid to, or earned by our Named Executive Officers, as specified by Item 402(a)(3) of Regulation S-K.

  29. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Jon P. Stonehouse Former President and Chief Executive Officer | 2025 | 728,466 | — | — | 11,132,458(5) | 1,052,633 | 37,525(6) | 12,951,082 | | | 2024 | 705,536 | — | 2,675,919 | 4,002,134 | 899,558 | 34,139 | 8,317,286 | | | 2023 | 665,600 | — | 819,825 | 2,724,624 | 537,472 | 30,257 | 4,777,778 | | Anthony J. Doyle (7) Former Chief Financial Officer and Treasurer | 2025 | 151,925 | — | 708,694 | 1,165,816 | — | 114,700 | 2,141,135 | | | 2024 | 549,429 | — | 891,973 | 1,334,133 | 494,486 | 17,250 | 3,287,271 | | | 2023 | 528,297 | — | 218,620 | 725,803 | 301,129 | 16,500 | 1,790,349 | | Babar Ghias Chief Financial Officer | 2025 | 271,515 | 160,000(8) | 2,124,571 | 3,675,166 | 506,400(8) | 10,500 | 6,748,152 | | Helen M. Thackray, M.D.(9) Former Chief R&D Officer | 2025 | 425,999 | — | 1,168,791 | 1,255,458 | 756,112 | 733,264 | 4,339,624 | | | 2024 | 599,423 | — | 930,771 | 1,392,012 | 629,394 | 17,250 | 3,568,850 | | | 2023 | 576,368 | — | 327,930 | 1,089,850 | 383,285 | 16,500 | 2,393,933 | | Alane P. Barnes Chief Legal Officer and Corporate Secretary | 2025 | 542,519 | — | 867,721 | 3,634,923(5) | 553,369 | 17,500 | 5,616,032 | | | 2024 | 525,442 | — | 891,973 | 1,334,133 | 472,898 | 17,250 | 3,241,696 | | | 2023 | 495,700 | — | 411,520 | 725,803 | 282,549 | 16,500 | 1,932,072 | | Charles K. Gayer President and Chief Executive Officer; Former Chief Commercial Officer | 2025 | 609,397 | — | 3,358,230 | 4,893,653 | 749,088 | 17,500 | 9,627,868 | | | 2024 | 544,830 | — | 930,771 | 1,392,012 | 490,347 | 17,250 | 3,375,210 | | | 2023 | 495,300 | — | 218,620 | 725,803 | 282,321 | 16,500 | 1,738,544 |

  30. 2025 Summary Compensation Table

    ______________________ (1)For 2025, these amounts reflect the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of RSUs granted pursuant to the Stock Incentive Plan for the fiscal year ended December 31, 2025, calculated based on the closing price of our Common Stock as reported by Nasdaq on December 17, 2025 (the date of grant) of $7.13. For Mr. Doyle and Dr. Thackray, amounts also reflect the incremental fair value associated with the modification of their awards in 2025, as discussed in notes (7), and (9), respectively. (2)For 2025, these amounts reflect the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of stock option awards granted pursuant to the Stock Incentive Plan for the fiscal year ended December 31, 2025. Assumptions used in the calculation of these amounts are included in Note 13 to the Company’s audited consolidated financial statements for the year ended December 31, 2025, which is included in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2026. For (i) Mr. Stonehouse and Ms. Barnes, (ii) Mr. Doyle, and (iii) Dr. Thackray, amounts also reflect the incremental fair value associated with the modification of their awards in 2025, as discussed in notes (5), (7), and (9), respectively. (3)Represents payments earned under the AIP. Values shown reflect the full calculated payout of the incentive awards under the AIP. For Mr. Ghias, his AIP payment was reduced by his one-time signing bonus, as discussed in note (8) below. (4)Except as otherwise noted for Mr. Stonehouse, Mr. Doyle, and Dr. Thackray in notes (6), (7) and (9), respectively, the amounts shown reflect the Company contribution for the executive to his or her 401(k) plan. (5)On December 27, 2025, the Compensation Committee approved the extension for certain retirement eligible individuals of the post-termination exercise period of certain vested stock option awards at the time of retirement to the original expiration date of the option awards. Amounts reflected in the Option Awards columns for Mr. Stonehouse and Ms. Barnes reflect the incremental fair value resulting from such modification totaling $11,132,458 and $2,370,293, respectively, calculated in accordance with FASB ASC Topic 718. (6)Consists of Company contributions to the 401(k) plan and life insurance premiums described above in the Compensation Discussion and Analysis under the caption “Other Elements of Compensation—Life and Disability Insurance.” For 2025, such amounts were $17,500 and $20,025, respectively. (7)Mr. Doyle resigned as Chief Financial Officer of the Company, effective April 9, 2025. In connection with his resignation, Mr. Doyle and the Company entered into a consulting agreement, effective April 9, 2025, pursuant to which Mr. Doyle provided limited transition services to the Company in exchange for an hourly fee through December 31, 2025 (the “Doyle Consulting Agreement”). The amount reflected as “All Other Compensation” consists of Company contributions to the 401(k) plan of $17,500 and consulting fees of $97,200. The services rendered under the Doyle Consulting Agreement constituted services to the Company in accordance with the terms of the Stock Incentive Plan and Inducement Equity Incentive Plan. Accordingly, Mr. Doyle’s equity awards continued to vest as originally scheduled and his vested option awards remained outstanding through the duration of the Doyle Consulting Agreement. However, as the services provided by Mr. Doyle under the Doyle Consulting Agreement represented a significant reduction that was not commensurate with the expected service when the awards were granted, the Company accounted for the continued vesting of unvested awards and extended exercise period of vested option awards as a modification in accordance with FASB ASC Topic 718. Amounts reflected in the Stock Awards and Option Awards columns for Mr. Doyle reflect the incremental fair value resulting from such modification. (8)Mr. Ghias joined the Company on July 7, 2025. The amount reflected in the Bonus column consists of a one-time sign-on bonus paid within 30 days of the commencement of his employment with the Company. Mr. Ghias’ 2025 payout earned under the AIP was reduced by this amount, as reflected in the Non-Equity Incentive Plan Compensation column. (9)Dr. Thackray resigned as Chief Research and Development Officer, effective September 1, 2025. In connection with her separation, the Company and Dr. Thackray entered into a separation agreement (the “Thackray Separation Agreement”), pursuant to which Dr. Thackray received the following benefits in connection with her separation: (i) the continuation of her 2025 base salary for a period of one year; (ii) payment of the bonus she would have received under the AIP relating to the Company’s actual performance in light of the 2025 performance objectives (the “2025 AIP Bonus”); (iii) payment of her annual 2025 target payout under the AIP (the “2025 AIP Target Bonus”); (iv) payment of the monthly premiums for Dr. Thackray and her dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for a period of up to 12 months; (v) outplacement services for up to six months; and (vi) the acceleration of vesting on December 31, 2025 of any portion of her unvested equity awards that would have vested in 2026 if Dr. Thackray remained in service with the Company through the applicable vesting date (“Partial Accelerated Vesting”). Dr. Thackray and the Company also entered into a consulting agreement, effective September 1, 2025 through December 31, 2025, pursuant to which Dr. Thackray provided limited transition services to the Company in exchange for fixed monthly payments of $12,500 (the “Thackray Consulting Agreement”). The services rendered under the Thackray Consulting Agreement constituted services in accordance with the terms of the Stock Incentive Plan. Accordingly, Dr. Thackray’s equity awards continued to vest as originally scheduled and her vested option awards remained outstanding for the duration of the Thackray Consulting Agreement. However, as the services provided by Dr. Thackray under the Thackray Consulting Agreement represented a significant reduction that was not commensurate with the expected service when the awards were granted, the Company accounted for the continued vesting of unvested awards and extended exercise period of vested option awards during the consulting period as a modification in accordance with FASB ASC Topic 718. The Thackray Consulting Agreement also provided for Dr. Thackray’s vested option awards to remain outstanding and exercisable for a period of 180 days commencing with the termination date of the Thackray Consulting Agreement. The amounts reflected in the Stock Awards and Option Awards columns for Dr. Thackray reflect the incremental fair value resulting from the modifications associated with the Partial Accelerated Vesting, continued vesting for the duration of the Thackray Consulting Agreement, and extension of the exercise period for her vested options, calculated in accordance with FASB ASC Topic 718. The amount reflected in the Non-Equity Incentive Plan Compensation column consists of the payment of the 2025 AIP Bonus. The amount reflected in the All Other Compensation column consists of the continuation of her 2025 base salary of $211,796, the payment of the 2025 AIP Target Bonus of $444,772, consulting fees of $50,000, COBRA premiums of $9,196, and Company contributions to the 401(k) plan of $17,500. Dr. Thackray did not utilize any outplacement services in 2025.

  31. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table provides information about plan-based awards granted during 2025 to our Named Executive Officers.

  32. Grants of Plan-Based Awards in 2025

    | | | | Estimated Future Payments Under Non-Equity Incentive Plan Awards | | | | | | | | Name | Grant Date | Compensation Committee Action Date | Threshold ($) | Target ($)(1) | Maximum ($) | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/Sh)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Jon P. Stonehouse(6) | 12/27/25 | 12/27/25 | — | — | — | — | 305,995 | 3.22 | 3,341 | | | 12/27/25 | 12/27/25 | — | — | — | — | 500,000 | 5.51 | 278,800 | | | 12/27/25 | 12/27/25 | — | — | — | — | 300,000 | 5.04 | 267,672 | | | 12/27/25 | 12/27/25 | — | — | — | — | 675,000 | 7.06 | 1,349,613 | | | 12/27/25 | 12/27/25 | — | — | — | — | 629,000 | 3.23 | 286,333 | | | 12/27/25 | 12/27/25 | — | — | — | — | 870,000 | 8.31 | 2,890,014 | | | 12/27/25 | 12/27/25 | — | — | — | — | 574,500 | 11.43 | 2,360,815 | | | 12/27/25 | 12/27/25 | — | — | — | — | 446,250 | 10.63 | 1,999,758 | | | 12/27/25 | 12/27/25 | — | — | — | — | 297,500 | 6.43 | 957,934 | | | 12/27/25 | 12/27/25 | — | — | — | — | 187,562 | 7.39 | 738,178 | | | — | — | — | 619,196 | — | — | — | — | — |

  33. Grants of Plan-Based Awards in 2025

    | Anthony J. Doyle(7) | 5/31/25 | 4/6/25 | — | — | — | — | 600,000 | 3.91 | 86,454 | | | 5/31/25 | 4/6/25 | — | — | — | — | 332,500 | 8.31 | 252,360 | | | 5/31/25 | 4/6/25 | — | — | — | — | 164,000 | 11.43 | 194,898 | | | 5/31/25 | 4/6/25 | — | — | — | — | 118,875 | 10.63 | 164,452 | | | 5/31/25 | 4/6/25 | — | — | — | — | 79,250 | 6.43 | 210,361 | | | 5/31/25 | 4/6/25 | — | — | — | — | 62,525 | 7.39 | 257,291 | | | 5/31/25 | 4/6/25 | — | — | — | 18,750 | — | — | 201,563 | | | 5/31/25 | 4/6/25 | — | — | — | 8,500 | — | — | 91,375 | | | 5/31/25 | 4/6/25 | — | — | — | 8,500 | — | — | 91,375 | | | 5/31/25 | 4/6/25 | — | — | — | 30,175 | — | — | 324,381 | | | — | — | — | 329,657 | — | — | — | — | — | | Babar Ghias | 7/24/25 | 7/23/25 | — | — | — | — | 305,000 | 8.55 | 1,914,700 | | | 7/24/25 | 7/23/25 | — | — | — | 147,000 | — | — | 1,256,850 | | | 12/17/25 | 12/8/25 | — | — | — | — | 355,050 | 7.13 | 1,760,466 | | | 12/17/25 | 12/8/25 | — | — | — | 121,700 | — | — | 867,721 | | | — | — | — | 392,000 | — | — | — | — | — | | Helen M. Thackray, M.D.(8) | 8/7/25 | 8/7/25 | — | — | — | — | 40,000 | 2.86 | 2,858 | | | 8/7/25 | 8/7/25 | — | — | — | — | 40,000 | 5.41 | 13,811 | | | 8/7/25 | 8/7/25 | — | — | — | — | 400,000 | 10.17 | 262,373 | | | 8/7/25 | 8/7/25 | — | — | — | — | 205,000 | 11.43 | 132,856 | | | 8/7/25 | 8/7/25 | — | — | — | — | 238,000 | 10.63 | 198,141 | | | 8/7/25 | 8/7/25 | — | — | — | — | 178,500 | 6.43 | 356,851 | | | 8/7/25 | 8/7/25 | — | — | — | — | 130,475 | 7.39 | 288,568 | | | 8/7/25 | 8/7/25 | — | — | — | 11,000 | — | — | 91,850 | | | 8/7/25 | 8/7/25 | — | — | — | 40,500 | — | — | 338,175 | | | 8/7/25 | 8/7/25 | — | — | — | 25,500 | — | — | 212,925 | | | 8/7/25 | 8/7/25 | — | — | — | 62,975 | — | — | 525,841 | | | — | — | — | 444,772 | — | — | — | — | — | | Alane P. Barnes(6) | 12/17/25 | 12/8/25 | — | — | — | — | 255,050 | 7.13 | 1,264,630 | | | 12/17/25 | 12/8/25 | — | — | — | 121,700 | — | — | 867,721 | | | 12/27/25 | 12/27/25 | — | — | — | — | 62,500 | 5.04 | 10,316 | | | 12/27/25 | 12/27/25 | — | — | — | — | 190,000 | 7.06 | 134,720 | | | 12/27/25 | 12/27/25 | — | — | — | — | 190,000 | 3.23 | 35,540 | | | 12/27/25 | 12/27/25 | — | — | — | — | 280,000 | 8.31 | 505,437 | | | 12/27/25 | 12/27/25 | — | — | — | — | 164,000 | 11.43 | 467,635 | | | 12/27/25 | 12/27/25 | — | — | — | — | 158,500 | 10.63 | 497,238 | | | 12/27/25 | 12/27/25 | — | — | — | — | 118,875 | 6.43 | 251,329 | | | 12/27/25 | 12/27/25 | — | — | — | — | 125,050 | 7.39 | 296,878 | | | 12/27/25 | 12/27/25 | — | — | — | — | 63,762 | 7.13 | 171,200 | | | — | — | — | 325,511 | — | — | — | — | — | | Charles K. Gayer | 12/17/25 | 12/8/25 | — | — | — | — | 986,950 | 7.13 | 4,893,653 | | | 12/17/25 | 12/8/25 | — | — | — | 471,000 | — | — | 3,358,230 | | | — | — | — | 506,250 | — | — | — | — | — |

  34. Grants of Plan-Based Awards in 2025

    (1)Represents possible payouts under our AIP. The amount shown in the “Target” column represents the incentive payment that will be earned if performance is assessed at target. There is no specific “threshold” amount payable for minimal performance under the AIP or “maximum” amount payable for performance in excess of target under the AIP. Payout could be zero if corporate objectives are not met. In addition, the Committee has discretion to establish a payout that exceeds the applicable target percentage of annual base salary if warranted by Company performance. (2)Represents RSUs that vest 25% on each of the first four anniversaries of the grant date until fully vested after four years, subject to the executive’s continued service to the Company. (3)Stock options vest 25% on each of the first four anniversaries of the grant date until fully vested after four years, and they have a term of 10 years, subject in each case to the executive’s continued service to the Company. (4)The exercise price is the closing market price of our Common Stock on the grant date. (5)See Notes (1) and (2) to the “2025 Summary Compensation Table” above for more information about the assumptions used to determine these amounts. (6)For Mr. Stonehouse and Ms. Barnes, the awards include vested option awards that were modified on December 27, 2025, and the associated amounts reflect the incremental fair value associated with such modification in accordance with FASB ASC Topic 718. See Note (5) to the “2025 Summary Compensation Table” above for more information. (7)Awards included for Mr. Doyle reflect equity awards that were modified in 2025, and the associated amounts reflect the incremental fair value associated with such modification, in accordance with FASB ASC Topic 718. See Note (7) to the “2025 Summary Compensation Table” above for more information. (8)Awards included for Dr. Thackray reflect equity awards that were modified in 2025, and the associated amounts reflect the incremental fair value associated with such modification, in accordance with FASB ASC Topic 718. See Note (9) to the “2025 Summary Compensation Table” above for more information.

  35. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table summarizes the equity awards we have granted to our Named Executive Officers that were outstanding as of December 31, 2025.

  36. Outstanding Equity Awards at December 31, 2025

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($)(2) | Option Expiration Date(3) | Number of Shares or Units of Stock that Have Not Vested(4) | Market Value of Shares or Units of Stock that Have Not Vested ($)(5) | | Jon P. Stonehouse | 5/23/16 | 305,995 | — | 3.22 | 5/23/26 | — | — | | | 2/27/17 | 500,000 | — | 5.51 | 2/27/27 | — | — | | | 12/20/17 | 300,000 | — | 5.04 | 12/20/27 | — | — | | | 12/20/18 | 675,000 | — | 7.06 | 12/20/28 | — | — | | | 12/17/19 | 629,000 | — | 3.23 | 12/17/29 | — | — | | | 12/15/20 | 870,000 | — | 8.31 | 12/15/30 | — | — | | | 12/14/21 | 574,500 | — | 11.43 | 12/14/31 | — | — | | | 12/19/22 | 446,250 | 148,750 | 10.63 | 12/19/32 | 31,875 | 248,625 | | | 12/14/23 | 297,500 | 297,500 | 6.43 | 12/14/33 | 63,750 | 497,250 | | | 12/19/24 | 187,562 | 562,688 | 7.39 | 12/19/34 | 271,575 | 2,118,285 | | Anthony J. Doyle | 4/30/20 | 600,000 | — | 3.91 | 3/31/26 | — | — | | | 12/15/20 | 332,500 | — | 8.31 | 3/31/26 | — | — | | | 12/14/21 | 164,000 | — | 11.43 | 3/31/26 | — | — | | | 12/19/22 | 118,875 | — | 10.63 | 3/31/26 | — | — | | | 12/14/23 | 79,250 | — | 6.43 | 3/31/26 | — | — | | | 12/19/24 | 62,525 | — | 7.39 | 3/31/26 | — | — | | Babar Ghias | 7/24/25 | — | 305,000 | 8.55 | 7/24/35 | 147,000 | 1,146,600 | | | 12/17/25 | — | 355,050 | 7.13 | 12/17/35 | 121,700 | 949,260 | | Helen M. Thackray | 9/20/19 | 40,000 | — | 2.86 | 6/29/26 | — | — | | | 3/31/21 | 400,000 | — | 10.17 | 6/29/26 | — | — | | | 12/14/21 | 205,000 | — | 11.43 | 6/29/26 | — | — | | | 12/19/22 | 238,000 | — | 10.63 | 6/29/26 | — | — | | | 12/14/23 | 178,500 | — | 6.43 | 6/29/26 | — | — | | | 12/19/24 | 130,475 | — | 7.39 | 6/29/26 | — | — |

  37. Outstanding Equity Awards at December 31, 2025

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($)(2) | Option Expiration Date(3) | Number of Shares or Units of Stock that Have Not Vested(4) | Market Value of Shares or Units of Stock that Have Not Vested ($)(5) | | Alane P. Barnes | 2/27/17 | 150,000 | — | 5.51 | 2/27/27 | — | — | | | 12/20/17 | 62,500 | — | 5.04 | 12/20/27 | — | — | | | 12/20/18 | 190,000 | — | 7.06 | 12/20/28 | — | — | | | 12/17/19 | 190,000 | — | 3.23 | 12/17/29 | — | — | | | 12/15/20 | 280,000 | — | 8.31 | 12/15/30 | — | — | | | 12/14/21 | 164,000 | — | 11.43 | 12/14/31 | — | — | | | 12/19/22 | 118,875 | 39,625 | 10.63 | 12/19/32 | 8,500 | 66,300 | | | 12/14/23 | 79,250 | 79,250 | 6.43 | 12/14/33 | 32,000 | 249,600 | | | 12/19/24 | 62,525 | 187,575 | 7.39 | 12/19/34 | 90,525 | 706,095 | | | 12/17/25 | — | 255,050 | 7.13 | 12/17/35 | 121,700 | 949,260 | | Charles K. Gayer | 12/20/17 | 17,409 | — | 5.04 | 12/20/27 | — | — | | | 12/20/18 | 65,000 | — | 7.06 | 12/20/28 | — | — | | | 12/17/19 | 106,000 | — | 3.23 | 12/17/29 | — | — | | | 12/15/20 | 190,000 | — | 8.31 | 12/15/30 | — | — | | | 12/14/21 | 164,000 | — | 11.43 | 12/14/31 | — | — | | | 12/19/22 | 118,875 | 39,625 | 10.63 | 12/19/32 | 8,500 | 66,300 | | | 12/14/23 | 79,250 | 79,250 | 6.43 | 12/14/33 | 17,000 | 132,600 | | | 12/19/24 | 65,237 | 195,713 | 7.39 | 12/19/34 | 94,463 | 736,811 | | | 12/17/25 | — | 986,950 | 7.13 | 12/17/35 | 471,000 | 3,673,800 |

  38. Outstanding Equity Awards at December 31, 2025

    (1)Stock options vest 25% on each of the first four anniversaries of the grant date until fully vested after four years, subject to the executive’s continued service to the Company. (2)The option exercise price is equal to the closing price of our Common Stock as reported by Nasdaq on the grant date. (3)Stock options expire 10 years after the grant date. For Mr. Doyle, stock options expired three months following the termination of the Doyle Consulting Agreement on December 31, 2025, as described in the “Potential Payments upon Termination or Change in Control” section below. For Dr. Thackray, stock options expire 180 days following the termination of the Thackray Consulting Agreement on December 31, 2025, as discussed further in the “Potential Payments upon Termination or Change in Control” section below. (4)RSUs vest 25% on each of the first four anniversaries of the grant date until fully vested after four years, subject to the executive’s continued service to the Company. (5)Calculated based on a price of $7.80 per share, which was the closing price of our Common Stock as reported by Nasdaq on December 31, 2025, multiplied by the number of shares of Common Stock subject to RSUs that had not yet vested.

  39. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The following table provides information on shares acquired during 2025 by our Named Executive Officers upon the exercise of stock options and the vesting of RSUs.

  40. 2025 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting | Value Realized on Vesting ($)(2) | | Jon P. Stonehouse | — | — | 185,025 | 1,381,055 | | Anthony J. Doyle | — | — | 65,925 | 492,864 | | Babar Ghias | — | — | — | — | | Helen M. Thackray | 40,000 | 81,672 | 164,975 | 1,253,665 | | Alane P. Barnes | 91,004 | 353,487 | 68,425 | 511,789 | | Charles K. Gayer | 74,233 | 179,282 | 68,487 | 512,049 |

  41. 2025 Option Exercises and Stock Vested

    ______________________ (1)Value is calculated by multiplying (a) the number of shares acquired upon exercise by (b) the difference between the market price of our Common Stock at the time of exercise (or, for non-cash exercises, the closing price of our Common Stock as reported by Nasdaq on the date of exercise) and the applicable exercise price. (2)Value is calculated by multiplying (a) the number of shares acquired upon vesting of RSUs by (b) the closing price of our Common Stock as reported by Nasdaq on the applicable vesting date (or on the most recent business day if the vesting date was not a business day).

  42. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following table sets forth potential payments payable to our Named Executive Officers upon termination of employment or a change in control. The amounts include compensation payable upon termination without cause or constructive termination, termination in the event of disability or death, retirement, and a termination following a change in control. None of the Named Executive Officers are entitled to any payments upon termination with cause. The effect of a Named Executive Officer’s termination of employment on annual incentive awards under the AIP is subject to determination by the Compensation Committee in its sole discretion. Absent a contrary determination by the Compensation Committee or provisions to the contrary in an employment agreement, all awards under the AIP are forfeited if the executive terminates employment with the Company before the annual incentive awards are paid. The Compensation Committee may, in its discretion, revise, amend, or add to the benefits if it deems it advisable. The amounts shown assume the stock options and RSUs are valued at their last intrinsic value in fiscal 2025 and that termination is effective December 31, 2025, and thus include amounts earned through such time and are estimates of the amounts which would be paid out to the executives upon their termination. The actual amounts to be paid out can only be determined at the time of such executive’s separation from the Company. The amounts shown in the table do not include accrued vacation, vested amounts payable under the Company’s 401(k) plan, any accrued but unpaid bonus or base salary, benefits under the Company’s disability benefit program or life insurance policies, or potential compensation recognized upon exercise of vested options as disclosed in the Outstanding Equity Awards table above.

  43. Potential Payments upon Termination or Change in Control

    | Name | Benefit | Termination Without Cause ($) | Disability ($) | Death ($)(1) | Retirement ($)(2) | Change in Control and Termination ($)(3) | | Babar Ghias | Base salary | 560,000 | — | — | — | 560,000 | | | Target bonus(4) | 392,000 | — | — | — | 392,000 | | | Health care premiums(5) | 36,761 | — | — | — | 36,761 | | | Equity vesting acceleration(6) | — | — | — | — | 2,333,744 | | | Total | 988,761 | — | — | — | 3,322,505 | | Alane P. Barnes | Base salary | 542,519 | — | — | — | 542,519 | | | Target bonus(4) | 325,511 | — | — | — | 325,511 | | | Health care premiums(5) | 36,761 | — | — | — | 36,761 | | | Equity vesting acceleration(6) | — | — | 356,362 | — | 2,327,617 | | | Equity continued vesting | — | — | — | 1,207,473 | — | | | Total | 904,791 | — | 356,362 | 1,207,473 | 3,232,408 | | Charles K. Gayer | Base salary | 675,000 | — | — | — | 675,000 | | | Target bonus(4) | 506,250 | — | — | — | 506,250 | | | Health care premiums(5) | 36,245 | — | — | — | 36,245 | | | Equity vesting acceleration(6) | — | — | 850,071 | — | 5,459,583 | | | Total | 1,217,495 | — | 850,071 | — | 6,677,078 |

  44. Potential Payments upon Termination or Change in Control

    (1)Pursuant to the terms of the Company’s Stock Incentive Plan, acceleration of unvested stock options occurs in the event of death only after five years of service. (2)Represents the value of continued vesting of unvested stock options and RSUs upon qualified retirement pursuant to the Retirement Policy. Under the terms of the Retirement Policy, the amounts in this column exclude awards granted less than one year prior to December 31, 2025. Amounts reported are based on the closing price of our Common Stock as reported by Nasdaq on December 31, 2025 of $7.80. No value is reflected for stock options with an exercise price in excess of $7.80. (3)Benefits for the Named Executive Officers are triggered if their employment is terminated without Cause or if they are Constructively Terminated within six months following a Change of Control. The employment agreements for the Named Executive Officers provide that if any benefit would be subject to excise tax imposed by section 4999 of the Code or any interest or penalties with respect to such excise tax, the employee shall be entitled to the greater of the employee’s net after tax benefit of the entire payment assuming the payment is subject to section 4999 (which payment would be subject to the excise tax) and the employee’s net after tax benefit of the payments after the payments are reduced just to the point that there is no section 4999 excise tax. The Company will not pay the excise tax if the payments are subject to section 4999. (4)Represents AIP awards at the target percentage for each individual. (5)Represents 12 months of premiums under COBRA based on the Named Executive Officers’ elections in effect as of December 2025. (6)Based on the closing price of our Common Stock as reported by Nasdaq on December 31, 2025 of $7.80. No value is reflected in these rows for stock options with an exercise price in excess of $7.80.

  45. CEO Pay Ratio

    CEO Pay Ratio The following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our former CEO, Mr. Stonehouse, to the median of the annual total compensation of our other employees. We determined our median employee based on 2025 annual base salary and 2025 cash incentive awards for each of our 435 employees (excluding our former CEO) as of December 31, 2025. Of these 435 employees, 409 employees are located in the United States and 26 employees are located outside the United States. No foreign employees were excluded in the process of identifying our median employee. For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using the applicable yearly average exchange rates published by the Internal Revenue Service, and we did not make any cost-of-living adjustment. The annual total compensation of our median employee (other than our former CEO) for 2025, calculated in accordance with Item 402(c)(2)(x) under Regulation S-K, was $314,234. As disclosed in the Summary Compensation Table included in this Proxy Statement, our former CEO’s annual total compensation for 2025 was $12,951,082. Based on the foregoing, the ratio of the 2025 annual total compensation of our CEO to the median of the annual total compensation of all other employees was 41 to 1. While Mr. Stonehouse was not awarded any equity awards in 2025 given his retirement at the end of the year, his compensation includes the incremental fair value associated with the extended exercise period of certain vested stock option awards, calculated in accordance with FASB ASC Topic 718, resulting in a higher than typical pay ratio. Given the different methodologies that various public companies use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

  46. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis” section above.

  47. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non- PEO NEOs ($)(2) | Total Stockholder Return ($)(4) | Peer Group Total Stockholder Return ($)(5) | Net Income (Loss) ($ in thousands)(6) | ORLADEYO Sales ($ in thousands)(7) | | 2025 | 12,951,082 | 1,156,865 | 5,694,562 | 3,085,709 | 104.70 | 200.89 | 263,861 | 596,123 | | 2024 | 8,317,286 | 10,979,333 | 3,368,257 | 4,160,611 | 100.94 | 156.19 | (88,881) | 434,090 | | 2023 | 4,777,778 | (3,691,891) | 1,963,725 | (1,232,421) | 80.40 | 143.88 | (226,539) | 323,812 | | 2022 | 6,982,994 | 4,009,070 | 2,568,935 | 1,452,633 | 154.09 | 138.51 | (247,116) | 249,689 | | 2021 | 7,061,225 | 17,053,230 | 4,523,739 | 7,254,142 | 185.91 | 124.39 | (184,062) | 121,865 |

  48. Pay Versus Performance

    ______________________ (1)These amounts represent the amounts reported for our former CEO, Jon P. Stonehouse (our principal executive officer (“PEO”) for the years reported), in the “Total” column of the Summary Compensation Table in each applicable year. (2)These amounts represent the amount of “compensation actually paid” to Mr. Stonehouse and the average “compensation actually paid” to the Company’s other NEOs (as described in footnote (3)) as a group, as computed in accordance with Item 402(v) of Regulation S-K, and do not reflect the total compensation actually realized or received by Mr. Stonehouse or the other NEOs. In accordance with these rules, these amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  49. Pay Versus Performance

    | Compensation Actually Paid | Mr. Stonehouse 2025 ($) | Average Non-PEO NEOs 2025 ($) | | Summary Compensation Table Total | 12,951,082 | 5,694,562 | | (Less), value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (11,132,458) | (4,570,606) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | — | 3,488,948 | | Plus (less), year-over-year change in fair value of outstanding and unvested equity awards granted in prior years | (147,043) | (22,953) | | Plus (less), change in fair value from the end of the prior year to the vesting date of equity awards granted in prior years that vested in the year | (514,716) | (673,024) | | Less, prior year-end fair value for any equity awards forfeited in the year | — | (831,219) | | Compensation Actually Paid | 1,156,865 | 3,085,709 |

  50. Pay Versus Performance

    (3)These amounts represent the average of the amounts reported for the Company’s named executive officers (referred to as “NEOs” in this section) as a group (excluding Mr. Stonehouse) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for these purposes in each applicable year are as follows: (i) for 2025, Mr. Doyle, Mr. Ghias, Dr. Thackray, Ms. Barnes, and Mr. Gayer; (ii) for 2024 and 2023, Mr. Doyle, Dr. Thackray, Ms. Barnes, and Mr. Gayer; (iii) for 2022, Mr. Doyle, Dr. Thackray, Ms. Barnes, Mr. Gayer, Yarlagadda S. Babu, Ph.D., the Company’s Chief Discovery Officer, and William P. Sheridan, MBBS, the Company’s Chief Development Officer; and (iv) for 2021, Mr. Doyle, Dr. Thackray, Dr. Babu, Dr. Sheridan, and Megan T. Sniecinski, the Company’s former Chief Business Officer. Refer to the “2024 Summary Compensation Table,” “2023 Summary Compensation Table,” “2022 Summary Compensation Table” and “2021 Summary Compensation Table” in our proxy statements for our 2025, 2024, 2023, and 2022 annual stockholder meetings, respectively, for additional information regarding our NEOs for 2024, 2023, 2022 and 2021, respectively. (4)Total Stockholder Return (TSR) measures the change in a $100 investment in our Common Stock based on its closing price of $7.45 on December 31, 2020 and the closing share price of our Common Stock at the end of each fiscal year shown. (5)The peer group used for this purpose is the CRSP Total Return Index for Nasdaq Pharmaceutical Stocks. (6)The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. (7)Item 402(v)(2)(vi) of Regulation S-K requires that we designate a “Company-Selected Measure,” which, in our assessment, represents the most important financial performance measure (that is not otherwise required to be disclosed in the “Pay Versus Performance” table) used to link “compensation actually paid” to our NEOs, for the most recently completed fiscal year, to Company performance. For these purposes, we have selected ORLADEYO sales. The numbers in this column represent product sales of ORLADEYO and do not include royalty revenue from sales of ORLADEYO in Japan by our collaborative partner, Torii Pharmaceutical Co., Ltd. ORLADEYO is an oral, once-daily therapy discovered and developed by us for the prevention of hereditary angioedema attacks. It was first approved by the U.S. Food and Drug Administration in December 2020, and we began shipping it to patients with a prescription in the United States that same month.

  51. Description of Certain Relationships between Information Presented in the Pay Versus Performance Table

    Description of Certain Relationships between Information Presented in the Pay Versus Performance Table As described in more detail in the “Compensation Discussion and Analysis” section above, the Company’s executive compensation program reflects a variable-pay-for-performance philosophy. It is based on market best practices and is designed to ensure that it is appropriately risk-based and competitive with similar companies in our industry. The Company’s primary objectives for our executive compensation program are described on page 29 of the “Compensation Discussion and Analysis,” and the pre-established corporate objectives used to determine the variable component of executive compensation for 2025 (i.e., cash bonus under the AIP and 2025 long-term equity grants) are described on page 33. While the Company uses several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the “Pay Versus Performance” table above. Further, not all of the Company’s performance measures are “financial performance measures” as defined above in note 7 to the “Pay Versus Performance” table. For example, as a growing commercial-stage biotechnology company with the goal of developing first-in-class or best-in-class oral small-molecule and injectable protein therapeutics, some of our performance measures relate to developments in the Company’s product pipeline and to building a robust and adaptable organization. The Company generally seeks to incentivize long-term performance of the Company as a whole and, therefore, does not specifically align the Company’s performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year, which can be impacted in large part by changes in stock price. The Compensation Committee does not consider the information presented in this “Pay Versus Performance” section when making determinations regarding executive compensation. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the “Pay Versus Performance” table. Compensation Actually Paid, Cumulative TSR, and Peer Group TSR Compensation Actually Paid and Net Income (Loss) Compensation Actually Paid and ORLADEYO Sales

  52. 2025 DIRECTOR COMPENSATION

    2025 DIRECTOR COMPENSATION The following table provides information related to the compensation of our non-employee directors during fiscal 2025. Mr. Stonehouse and Dr. Milne began their service as non-employee directors on January 1, 2026 and January 23, 2026, respectively, and as such, are not included in the table below.

  53. 2025 DIRECTOR COMPENSATION

    | Name | Fees Earned ($) | Stock Awards ($)(1)(2) | Option Awards ($)(3)(4) | Total ($) | | George B. Abercrombie(5) | 30,598 | — | — | 30,598 | | Stephen J. Aselage(5) | 33,475 | — | — | 33,475 | | Steven R. Frank(6) | 29,835(7) | 146,663 | 219,991 | 396,489 | | Steven K. Galson, M.D., MPH | 60,588 | 130,000 | 194,996 | 385,584 | | Theresa M. Heggie | 76,704 | 130,000 | 194,996 | 401,700 | | Nancy J. Hutson, Ph.D.(8) | 103,817 | 225,500 | 353,569 | 682,886 | | Alan G. Levin | 72,500 | 130,000 | 194,996 | 397,496 | | Amy E. McKee, M.D. | 65,000(7) | 130,000 | 194,996 | 389,996 | | Vincent J. Milano | 78,699(7) | 130,000 | 194,996 | 403,695 | | A. Machelle Sanders | 60,257 | 130,000 | 194,996 | 385,253 |

  54. 2025 DIRECTOR COMPENSATION

    ______________________ (1)Each non-employee director serving at the time of the Company’s 2025 annual meeting of stockholders received an automatic annual grant of RSUs under the Stock Incentive Plan, in accordance with the terms of the Company’s Director Compensation Policy, as amended, for 12,500 shares of Common Stock, which RSUs vest on the 12-month anniversary of the grant date, subject to the terms of the Stock Incentive Plan. As discussed in Note (6) below, Mr. Frank also received an automatic initial grant of 1,866 RSUs on May 2, 2025, the effective date of his appointment to the Board. As of December 31, 2025, each non-employee director serving as of that date other than Mr. Frank had RSUs covering 12,500 shares of Common Stock. As of December 31, 2025, Mr. Frank had RSUs covering 14,366 shares of Common Stock. (2)The amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of RSUs pursuant to the Stock Incentive Plan granted in 2025, calculated based on the closing price of our Common Stock as reported by Nasdaq on June 12, 2025 (the date of the annual grant) of $10.40 and May 2, 2025 (the date of Mr. Frank’s new director grant as discussed in Note (6) below) of $8.93. (3)Each non-employee director serving at the time of the Company’s 2025 annual meeting of stockholders received an automatic annual grant of stock options under the Stock Incentive Plan, in accordance with the terms of the Company’s Director Compensation Policy, as amended, to purchase 27,181 shares of Common Stock, which options vest on the 12-month anniversary of the grant date, subject to the terms of the Stock Incentive Plan. As discussed in Note (6) below, Mr. Frank also received an automatic initial grant of 4,079 options on May 2, 2025, the effective date of his appointment to the Board. As of December 31, 2025, each non-employee director had options outstanding to purchase the following number of shares: Mr. Abercrombie: 109,094; Mr. Aselage: 254,027; Mr. Frank: 31,260; Dr. Galson: 206,208; Ms. Heggie: 216,208; Dr. Hutson: 256,208; Mr. Levin: 241,208; Dr. McKee: 199,541; Mr. Milano: 212,875; and Ms. Sanders: 172,875. (4)The amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of stock options pursuant to the Stock Incentive Plan granted in 2025. Assumptions used in the calculation of these amounts are included in Note 13 to the Company’s audited consolidated financial statements for the year ended December 31, 2025, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2026. (5)Mr. Abercrombie and Mr. Aselage concluded their service on the Board as of the Company’s 2025 annual meeting of stockholders. (6)Options and RSUs are granted to new directors automatically under the Stock Incentive Plan, in accordance with the terms of the Company’s Director Compensation Policy, as amended, at the time they become a director. Mr. Frank joined the Board, effective May 2, 2025, and received automatic new director grants under the Stock Incentive Plan, in accordance with the terms of the Company’s Director Compensation Policy, as amended, for 1,866 RSUs and 4,079 stock options. The initial option grant vests, subject to the terms of the Stock Incentive Plan, in 36 equal monthly installments over a three-year period measured from the grant date. The initial RSU grant vests, subject to the terms of the Stock Incentive Plan, in three equal annual installments beginning on the 12-month anniversary of the grant date. (7)As of our 2024 annual meeting of stockholders, Mr. Milano elected to receive 50% of his cash retainer in the form of shares of our Common Stock in lieu of cash. As of Mr. Frank’s appointment to the Board, effective May 2, 2025, Mr. Frank elected to receive 100% of his cash retainer in the form of shares of our Common Stock in lieu of cash. As of our 2025 annual meeting of stockholders, Mr. Frank, Dr. McKee, and Mr. Milano elected to receive 100%, 50%, and 50% of his or her respective cash retainers in the form of shares of our Common Stock in lieu of cash. Accordingly, in 2025, the Company issued the following number of shares of Common Stock in lieu of cash retainers: to Mr. Frank, 2,220 shares in lieu of $29,835 of cash; to Dr. McKee, 1,673 shares in lieu of $13,125 of cash; and to Mr. Milano, 4,160 shares in lieu of $23,100 of cash. (8)In connection with her retirement from the Board, the vesting of Dr. Hutson’s unvested RSUs and stock options was fully accelerated, effective as of January 23, 2026. Amounts reflected in the Stock Awards and Option Awards columns for Dr. Hutson also include the incremental fair value, calculated in accordance with FASB ASC Topic 718, resulting from such acceleration, which was approved by the Board on December 9, 2025.

  55. Narrative to Director Compensation Table

    Narrative to Director Compensation Table Directors who are employees of the Company do not receive any additional compensation for their services as a director. Non-employee directors of the Company receive compensation for their services as a director in accordance with the terms of the Company’s Director Compensation Policy and the Stock Incentive Plan. The Director Compensation Policy was originally adopted by the Board on April 18, 2022 and amended and restated by the Board on April 21, 2025, and may be further revised or amended by the Board in its discretion; provided, however, that, in accordance with the terms of the Stock Incentive Plan, the aggregate grant date fair value of all awards granted under the Stock Incentive Plan during any calendar year to any non-employee director (excluding any awards granted at the election of the director in lieu of all or any portion of cash retainers or fees otherwise payable to the director in cash), together with the amount of any cash fees or retainers paid to such director during such calendar year with respect to the director’s service as a non-employee director, cannot exceed $750,000 (or, for a non-employee director who first joins the Board, $1,000,000).