(16) Share-Based Compensation

In April 2020, the Board approved the TransCode Therapeutics, Inc. 2020 Stock Option and Incentive Plan (the “2020 Plan”) providing for the issuance of options or other awards to purchase up to approximately five shares of the Company’s common stock. Following the closing of the IPO, the Board determined not to make any further awards under the 2020 Plan. In March 2021, the Company’s 2021 Stock Option and Incentive Plan (the “2021 Plan”) was approved by the Company’s Board and stockholders and became effective upon the effectiveness of the IPO. The 2021 Plan initially provided for the issuance of options or other awards to purchase up to approximately seven shares of the Company’s common stock. The number of options or other awards available under the 2021 Plan increased approximately one share in each of January 2022, January 2023, and January 2024, approximately 3,247 shares in June 2024, approximately 1,838 shares in January 2025 approximately 166,724 shares in August 2025, approximately 1,637 shares in January 2026, and 1,734,262 shares in July 2026.

Both Plans provide for grants of equity in the form of stock awards, stock options and other instruments to employees, members of the Board, officers and consultants of and advisors to the Company. The Plans are administered by the Board or, at the discretion of the Board, by a committee of the Board. The amount and terms of grants are determined by the Board. The terms of options granted under

the Plans generally are for ten (10) years after date of grant and are exercisable in cash or as otherwise determined by the Board. The vesting period for equity-based awards is determined at the discretion of the Board and is generally two to four years. If stock options

granted under the 2021 Plan terminate, expire, or are surrendered or cancelled, the shares subject to such grants will again be available under the 2021 Plan.

(16) Share-Based Compensation (continued)

The exercise price for incentive stock options is determined at the discretion of the Board but for grants to any person possessing less than 10% of the total combined voting power of all classes of stock may not have an exercise price less than 100% of the fair market value of the Common Stock on the grant date (110% for grants to any person possessing more than 10% of the total combined voting power of all classes of stock). The option term for incentive stock option awards may not be greater than ten years from the date of the grant (five years for grants to any person possessing more than 10% of the total combined voting power of all classes of stock).

Of options outstanding at June 30, 2026, approximately 10 had been awarded under the 2020 Plan and approximately 2,025 have been awarded under the 2021 Plan. At June 30, 2026, all 2,035 options outstanding were vested and exercisable. Information about options to purchase Common Stock under both Plans is as follows:

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The intrinsic value of options outstanding as of June 30, 2026, was $0.

Option Valuation

No options were granted in the six months ended June 30, 2026, or the year ended December 31, 2025. The Company recorded share-based compensation expense of $0 and $289,239 during the six months ended June 30, 2026 and 2025, respectively. Because all outstanding options had vested at December 31, 2025, there is no remaining share-based compensation expense to be recognized in the future for options outstanding as of the date of this Quarterly Report on Form 10-Q.