The Company measures the fair value of stock options, RSUs and PSUs issued to employees and nonemployees as of the grant date for recognition of stock-based compensation expense. Stock-based compensation expense for employees and nonemployees for which stock options and RSUs are issued, is recognized over the requisite service period, which is typically the vesting period. For PSUs, the Company recognizes stock-based compensation over the performance period, if it is probable that the performance condition will be achieved. Adjustments to PSU related stock-based compensation expense are made, as needed, each reporting period based on changes in the Company’s estimate of the number of units that are probable of vesting. Stock-based compensation costs included in the condensed consolidated statements of operations are presented below:


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Inventoriable costs	$	221	$	6	$	488	$	18

Research and development	398		463		852		1,021
Selling, general and administrative	2,696		1,169		5,246		3,276

Total	$	3,315	$	1,638	$	6,586	$	4,315

In August 2013, Precigen adopted the 2013 Omnibus Incentive Plan, as amended (the "2013 Plan"), for employees and nonemployees which provided for grants of share-based awards, including stock options, RSUs, shares of common stock and other awards, to employees, officers, consultants, advisors, and nonemployee directors. Upon the effectiveness of the Company's 2023 Omnibus Incentive Plan, as amended (the "2023 Plan") in June 2023, no new awards may be granted under the 2013 Plan and any awards granted under the 2013 Plan prior to the effectiveness of the 2023 Plan will remain outstanding under such plan and will continue to vest and/or become exercisable in accordance with their original terms and conditions. As of June 30, 2026, there were 13,861,594 stock options and no RSUs outstanding under the 2013 Plan.

In April 2023, Precigen adopted the 2023 Plan, as amended (the "2023 Plan"), which became effective upon shareholder approval in June 2023. The 2023 Plan permits the grant of share-based awards, including stock options, restricted stock awards, RSUs, PSUs and other awards, to officers, employees and non-employees. The 2023 Plan initially authorized for issuance

pursuant to awards under the 2023 Plan an aggregate of 16,418,737 shares, which included shares remaining available for issuance under the 2013 Plan as of the adoption date of the 2023 Plan. In July of 2024, June of 2025 and June of 2026 amendments to the 2023 Plan were approved by the Company's shareholders to increase the number of shares of common stock that may be issued thereunder by 2,000,000 shares, 11,500,000 shares and 7,000,000 shares, respectively. As of June 30, 2026, there were, in the aggregate, 36,918,737 shares authorized for issuance under the 2023 Plan, of which 13,303,363 stock options, 656,000 PSUs and 2,304,308 RSUs were outstanding and 11,322,472 shares were available for future grants.

In April 2019, Precigen adopted the 2019 Incentive Plan for Non-Employee Service Providers, as amended (the "2019 Plan"), which became effective upon shareholder approval in June 2019. The 2019 Plan permits the grant of share-based awards, including stock options, restricted stock awards, and RSUs, to non-employee service providers, including board members. The

shares of common stock that may be issued thereunder by 7,000,000 shares and 1,100,000 shares, respectively. As of June 30, 2026, there were 13,100,000 shares authorized for issuance under the 2019 Plan, of which 4,635,739 stock options and 320,509 RSUs were outstanding and 1,163,728 shares were available for future grants.

Stock option activity was as follows:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
Balances at December 31, 2025	28,153,192	$	4.32	6.74
Granted	4,957,908	4.08

Exercised	(772,128)	(2.05)
Forfeited	(183,887)	(1.84)
Expired	(354,389)	(20.10)
Balances at June 30, 2026	31,800,696	4.17		6.65
Exercisable at June 30, 2026	21,883,378	$	4.88	5.72


			Options Outstanding						Options Exercisable
Range of Exercise Prices			Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Life (Years)	Aggregate Intrinsic Value		Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Life (Years)	Aggregate Intrinsic Value
$0.67	—	$2.50	19,568,494	$	1.47	7.07	$	67,788	14,171,426	$	1.51	6.81	$	59,394
$2.51	—	$3.50	129,156	$	3.17	5.15	326		113,656	$	3.22	4.89	281
$3.51	—	$5.00	5,283,809	$	4.12	9.45	1,469		780,559	$	4.09	7.34	1,162
$5.01	—	$6.50	1,781,200	$	5.82	3.42	165		1,779,700	$	5.82	3.42	164
$6.51	—	$10.00	1,202,056	$	8.10	4.11	—		1,202,056	$	8.10	4.11	—
$10.01	—	$30.89	3,835,981	$	16.11	2.97	—		3,835,981	$	16.11	2.97	$	—
			31,800,696	$	4.17	6.65	$	69,748	21,883,378	$	4.88	5.72	$	61,001

In 2024, the Company's Compensation and Human Capital Management Committee of the Board of Directors (the "Compensation Committee") granted 3,178,000 PSUs to certain employees under the 2023 Plan. The awards were subject to performance conditions tied to the Company's biologics license application ("BLA") for PRGN-2012 (now Papzimeos), including the submission of the BLA to the U.S. Food and Drug Administration (the “FDA”) and FDA approval of the BLA. During 2025, the Compensation Committee certified achievement of both performance conditions, resulting in the vesting of substantially all of the awards. Certain awards also contained a continued service requirement, which has since lapsed.

In May 2025, the Compensation Committee granted 950,000 PSUs to non-executive employees that were scheduled to vest one year from the grant date, subject to FDA approval of the BLA for PRGN-2012 (now Papzimeos). Following FDA approval and completion of the service vesting period, these awards fully vested during the second quarter of 2026.

In the second quarter of 2026, the Compensation Committee approved the grant of 656,000 PSUs under the 2023 Plan to certain key employees of the Company, which are subject to both service-based and performance-based vesting conditions. Performance vesting is based on the achievement of a specified fiscal 2026 net revenue target. The net revenue target has a corridor of 20% plus or minus that can result in payouts ranging from 50% to 200% of the target award. Subject to achievement of the performance condition, earned awards will vest 50% upon the Compensation Committee's certification of actual net revenue for 2026, and then 25% on December 31, 2027 and 25% on December 31, 2028. The vesting of these awards is conditional on continued employment through the applicable vesting date.

The 2026 PSU awards had a grant-date fair value of $4.11 per share. As the Company concluded that achievement of the fiscal 2026 revenue performance condition at target was probable as of June 30, 2026, compensation expense related to these awards began being recognized during the second quarter of 2026.


	Number of RSUs and PSUs	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (Years)
Balances at December 31, 2025	3,367,051	$	1.45	0.70
Granted	3,519,235	3.81
Vested	(3,564,344)	(2.00)
Forfeited	(41,125)	(2.39)
Balances at June 30, 2026	3,280,817	$	3.36	1.70