On an annual basis, we grant stock options and RSUs to our employees and also grant PSUs to certain employees including our executive officers. We grant options and RSUs to our directors on an annual basis in accordance with our director compensation policy. We also grant stock options, RSUs and, with respect to our executive officers and certain others, PSUs, to individuals upon hire or, in limited circumstances, promotion, for retention purposes or to reward significant contributions. We currently do not grant stock appreciation rights or similar option-like instruments. During the year ended December 31, 2025, neither the board of directors nor the compensation committee took material nonpublic information into account when determining the timing or terms of equity awards, nor did the Company time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Annual stock option grants to our executive officers are typically granted by our compensation committee (or in the case of the chief executive officer, by our board of directors) effective on March 1 of each year. Stock options granted to new hires who are executive officers are typically granted by our board of directors effective upon such executive officer’s employment start date. In 2025, our compensation committee delegated authority to our chief executive officer, or if the chief executive officer was unavailable, the chief financial officer, under our 2023 Stock Incentive Plan, as amended, to grant annual stock grants to our officer employees effective on March 1 of the year. Stock options granted to new hires who are employees are typically granted pursuant to delegated authority by our chief executive officer, or if the chief executive officer was unavailable, the chief financial officer, under our 2023 Stock Incentive Plan, as amended, effective on the first trading day of the month following the month in which the employee is hired. If stock options are granted in connection with promotions or for retention purposes, such grants are also typically pursuant to delegated authority and are effective on February 1 of each year or on the first trading day of the month following the related event. Our chief executive officer and chief financial officer do not take into account material nonpublic information when determining the timing or terms of such stock option grants.

Under our director compensation policy, the grants of annual stock options to directors serving at the time of our annual meeting of stockholders are effective immediately following such annual meeting of our stockholders. Under our director compensation policy, our board of directors grants stock options to new directors effective upon the director’s initial election to our board of directors.

During the year ended December 31, 2025, we did not grant stock options to any named executive officer during any period beginning four business days before and ending one business day after the filing of any or or the filing or furnishing of a Form that discloses material nonpublic information.