11. Equity-Based Compensation

Individual Warrant Agreements

Prior to the IPO, the Company issued equity-based compensation in the form of warrants. As of June 30, 2026, the Company had 4,341,568 warrant grants outstanding. Each vested warrant entitles the warrant holder the right to subscribe for one share of common stock. Holders of stock warrants are entitled to exercise the vested portion of the warrant. The service-based warrant grants generally vest over a four-year service period, with the first 25% vesting on the one-year anniversary of the vesting start date and the remaining vesting in equal monthly installments over the following 36 months. The service-based and performance-based warrant grants vest in the same manner as the service-based only awards to the extent the performance condition is met. The Company’s warrants expire ten years after the initial grant date if they remain unexercised. Upon the exercise date, the Company issues new shares of common stock to the participant. No additional awards are expected to be granted under Individual Warrant Agreements following the IPO.

The weighted-average grant date fair value of the shares underlying the warrants granted was $7.40 per share during the six months ended June 30, 2026. There were no warrants granted during the three months ended June 30, 2026. The total grant date fair value of the shares underlying the warrants that vested during the three and six months ended June 30, 2026 was $0.7 million and $1.5 million, respectively.

2026 Equity Incentive Plan

In April 2026, the Company’s board of directors adopted and the Company’s stockholders approved the 2026 Plan which became effective immediately prior to the effectiveness of the registration statement for the IPO. The 2026 Plan initially provides for the grant of awards with respect to 4,180,000 shares of common stock, which is subject to an annual increase, to be added on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2027 and continuing until, and including, the fiscal year ending December 31, 2036, equal to the lower of (i) 5% of the sum of (I) the number of shares of common stock outstanding on such date and (II) the number of shares of common stock subject to pre-funded warrants or other investment warrants issued by the Company (without giving effect to any restrictions or limitations on conversion) as of such date, and (ii) an amount determined by the Company’s board of directors. A maximum of 11,000,000 shares of common stock may be issued pursuant to incentive stock options granted under the 2026 Plan. The 2026 Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock, restricted stock units, stock appreciation rights and other stock-based, cash-based, and performance-based awards. The Company’s employees, officers, directors and consultants and advisors are eligible to receive awards under the 2026 Plan. Options to purchase common stock may be granted at a price not less than the fair market value as established by the Company’s board of directors in the case of both NSOs and ISOs. Stock option grants under the 2026 Plan generally vest over four years. The Company’s options expire ten years after the initial grant date if they remain unexercised. Upon the exercise date, the Company issues new shares of common stock to the participant. Only stock options have been awarded under the 2026 Plan during the six months ended June 30, 2026. As of June 30, 2026, 306,900 options were outstanding under the 2026 Plan and 3,873,100 shares were available for future grant under the 2026 Plan.

Stock Options

The weighted-average grant date fair value of the shares underlying the options granted was $28.47 per share during each of the three and six months ended June 30, 2026. The total grant date fair value of the shares underlying the options that vested was $0.1 million during each of the three and six months ended June 30, 2026.

Black Scholes Assumptions

Performance-Based Warrants

During 2022, the Company issued warrants to certain employees that included two components: (i) a performance condition that is achieved upon the separate closings of the Series A Convertible Preferred Shares, and (ii) a service condition where the employee provides service over a four-year period. Upon the final closing of the Series A Convertible Preferred Shares in January 2023, all performance conditions had been satisfied and the warrants were subject to ongoing service conditions. Equity-based compensation expense is recognized using an accelerated attribution method over the remaining requisite service period.

2026 Employee Stock Purchase Plan

In April 2026 the Company’s board of directors adopted and the Company’s stockholders approved the 2026 Employee Stock Purchase Plan (the “2026 ESPP”) which became effective immediately prior to the effectiveness of the registration statement for the IPO. The 2026 ESPP initially provides participating employees with the opportunity to purchase up to an aggregate of 418,000 shares of common stock.

The number of shares of common stock reserved for issuance under the 2026 ESPP will automatically increase on the first day of each fiscal year, commencing on January 1, 2027 and continuing for each fiscal year until, and including the fiscal year commencing on, January 1, 2036, in an amount equal to the least of (i) 1,700,000 shares of common stock, (ii) 1% of the number of shares of common stock outstanding on such date and (iii) an amount determined by the Company’s board of directors.

The 2026 ESPP allows each eligible employee to authorize up to a maximum of 15% of his or her compensation to be deducted by the Company during the plan period. Under the terms of the 2026 ESPP, the purchase price will be determined by the Company’s board of directors for each plan period, including whether such option price shall be determined based on the lesser of the closing price of the common stock on (i) the first business day of the plan period or (ii) the exercise date, or shall be based solely on the closing price of the common stock on the exercise date; provided, however, that such option price will be at least 85% of the applicable closing price of the common stock. If the Company’s board of directors does not make a determination of the purchase price, the purchase price will be 85% of the lesser of the closing price of the common stock on (i) the first business day of the plan period or (ii) the last day of the plan period.

The Company has not yet commenced any offering periods under the 2026 ESPP.

Equity-Based Compensation Expense

As of June 30, 2026, the total unrecognized compensation expense related to the Company’s options and warrants was $25.3 million, which the Company expects to recognize over a weighted-average period of approximately 3.4 years.