Issuance of Shares of Common Stock in connection with the Separation from the Former Parent and Make Whole Awards

The Former Parent distributed 15,514,966 shares of the Company's common stock to the Former Parent's stockholders on February 26, 2026. Pursuant to the Separation, holders of Former Parent Equity Award as of the Record Date received a non-transferable Make Whole Award pursuant to the 2026 Plan with respect to an aggregate of 1,590,677 shares of Company common stock. The Make Whole Awards were granted at a ratio of 1 share of Company common stock per 10 shares of Former Parent Common Stock underlying Former Parent Equity Award. Under the 2026 Plan, the Company granted the Make Whole Awards to all holders of outstanding Former Parent RSUs and Former Parent Stock Options who were service providers at the time of such grants. Common stock distributed by the Former Parent in the Spin-Off and the shares of common stock issuable upon vesting of the Make Whole Awards to holders of Former Parent Equity Award constituted all of the issued and outstanding common stock immediately after the Separation.

2026 Incentive Award Plan

The Company’s 2026 Incentive Award Plan (the “2026 Plan”) was approved by its board of directors on February 26, 2026, and became effective on February 26, 2026. The 2026 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock units, restricted stock awards, unrestricted stock awards, cash-based awards and dividend equivalent rights to the Company’s officers, employees, directors and consultants. The number of shares initially reserved for issuance under the 2026 Plan was 2,909,446, which shall be cumulatively increased each January 1 beginning January 1, 2027 and ending on and including January 1, 2036, by the lesser of 5% of the number of shares of the Company’s common stock outstanding (including any shares issuable pursuant to pre-funded warrants) on the immediately preceding December 31 or such lesser number of shares determined by the Company’s board of directors. As of June 30, 2026, there were 171,394 shares remaining available for grant under the 2026 Plan.

2026 Employment Inducement Incentive Award Plan

In April 2026, the Company adopted the 2026 Employment Inducement Incentive Award Plan (the “2026 Inducement Plan”), pursuant to which the Company from time to time is permitted to make equity grants to new employees as a material inducement to their employment. The 2026 Inducement Plan was adopted without stockholder approval, pursuant to Nasdaq Listing Rule 5635(c)(4), and the plan will be administered by the Company’s Human Capital Management Committee of the Company’s board of directors (the “HCM Committee”). The 2026 Inducement Plan provides for the granting of non-statutory stock options, restricted stock, restricted stock units, performance stock units and other stock-based compensation awards to new employees but does not allow for the granting of incentive stock options. The terms of the stock options under the 2026 Inducement Plan, in general, will be determined by the HCM Committee, provided the exercise price per share will not be set at less than the fair market value of a share of the common stock on the date of grant and the term will not be greater than ten years from the date the option or award is granted. A total of 310,000 shares of the Company’s common stock were initially reserved for issuance under the 2026 Inducement Plan. As of June 30, 2026, there were 65,125 shares remaining available for grant under the 2026 Inducement Plan.

2026 Employee Stock Purchase Plan

The Company's 2026 Employee Stock Purchase Plan (the “2026 ESPP”) was approved by its board of directors and became effective in February 2026. A total of 171,144 shares of common stock were initially reserved for issuance under the 2026 ESPP, which shall be cumulatively increased each January 1 beginning January 1, 2027 and ending on and including January 1, 2036, by the lesser of (i) 1% of the number of shares of the Company’s common stock outstanding (including any shares issuable pursuant to pre-funded warrants) on the immediately preceding December 31 or (ii) such lesser number of shares determined by the Company’s board of directors. The 2026 ESPP allows eligible employees to purchase shares during certain offering periods. No shares have been purchased under the 2026 ESPP as of June 30, 2026.

Stock-Based Compensation

The Company has stock-based compensation plans under which it granted stock options and restricted stock units. Prior to February 27, 2026, stock-based compensation had been allocated to the Company by using a proportional cost allocation method primarily based on a percentage of the operating expenses attributable to the Company. The amounts presented are not necessarily indicative of future awards and do not necessarily reflect the costs that the Company would have incurred as an independent company for the periods presented.

Stock‑based compensation expense during the Spin-Off period primarily relates to accelerated vesting of equity awards in connection with the Spin-Off, including Make Whole Awards. For the period subsequent to the Company becoming a standalone company in February 2026, stock‑based compensation expense exclusively related to stock option grants to members of the Company's board of directors and employees. The Company granted 861,500 stock options and 430,750 restricted stock units to employees during the three month period ended June 30, 2026.