Effective May 12, 2015, the Company adopted the Jaguar Health, Inc. 2014 Stock Incentive Plan (“2014 Plan”). The 2014 Plan provides options, restricted stock, and RSUs to eligible employees, directors, and consultants to purchase the Company's common stock. The term of an incentive stock option may not exceed 10 years, except that with respect to any participant who owns more than 10% of the voting power of all classes or our outstanding stock, the term must not exceed 5 years. The 2014 Plan provides for automatic share increases on the first day of each fiscal year in the amount of 5% of the outstanding number of shares of the Company's common stock on the last day of the preceding calendar year.

As of June 30, 2026, 5,293 options were outstanding, and 10,591 options were available for grant. As of December 31, 2025, 5,601 options were outstanding, and 31 options were available for grant.

Effective June 16, 2020, the Company adopted the Jaguar Health, Inc. New Employee Inducement Award Plan (“2020 Inducement Award Plan”) and, subject to the adjustment provisions of the 2020 Inducement Award Plan, the Company reserved 3 shares of its common stock for issuance pursuant to equity awards granted under the 2020 Inducement Award Plan. On April 13, 2022, the Board of Directors approved an amendment to the plan to reserve an additional 1,670 shares, increasing the total shares issuable thereunder to 1,673. The term of an incentive stock option may not exceed 10 years, except that with respect to any participant who owns more than 10% of the voting power of all classes or our outstanding stock, the term must not exceed 5 years. The 2020 Inducement Award Plan grants stock options, RSUs, restricted stock, and performance shares. The 2020 Inducement Award Plan was adopted without Stockholder Approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. The terms and conditions of the 2020 Inducement Award Plan are substantially similar to the Company’s 2014 Stock Incentive Plan but with such other terms and conditions intended to comply with the Nasdaq inducement award rules. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, the only persons eligible to receive grants of equity awards under the 2020 Inducement Award Plan are individuals who were not previously an employee or director of the Company or following a bona fide period of non-employment, as an inducement material to such persons entering into employment with the Company.

On August 13, 2024, the BOD of the Company approved an amendment to the 2020 Inducement Award Plan to reserve an additional 563 shares of the Company’s common stock for issuance pursuant to equity awards granted under the 2020 Inducement Award Plan, thereby increasing the number of shares of the Company’s common stock issuable thereunder from 1,673 shares to 2,245 shares.

As of June 30, 2026, 0 options was outstanding, and 469 options were available for grant. As of December 31, 2025, 15 option was outstanding, and 168 options were available for grant.

The Company grants RSUs to employees and directors under the 2014 Plan and the 2020 Inducement Award Plan. During the six months ended June 30, 2026, the Company granted 0 RSUs. During the same period, 67 RSUs vested and 532 RSUs were cancelled. As of June 30, 2026, there were 4,421 RSUs outstanding. Stock-based compensation expense is recognized over the requisite service period.

The following table summarizes the incentive plan activity for the six months ended June 30, 2026, and the year ended December 31, 2025:


(in thousands, except share and per share data)	Shares Available for Grant			Stock Options Outstanding			RSUs Outstanding			Weighted Average Stock Option Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value*
Balances as of January 1, 2025		506			871			6		$	10,900.05		9.77	$	—
Additional shares authorized		9,453			—			—			—		—		—
Options granted		(4,807	)		4,807			—			50.75		—		—
Options canceled		62			(62	)		—			1,128.75		—		—
RSUs granted		(5,181	)		—			5,181			—		—		—
RSUs vested and released		93			—			(93	)		—		—		—
RSUs cancelled		74			—			(74	)		—		—		—
Outstanding at December 31, 2025		200			5,616			5,020		$	311.43		9.77	$	—
Additional shares authorized		9,938			—			—			—		—		—
Options granted		—			—			—			—		—		—
Options exercised		323			(323	)		—			—		—		—
Options canceled		—			—			—			417.24		—		—
RSUs granted		—			—			—			—		—		—
RSUs vested		67			—			(67	)		—		—		—
RSUs cancelled		532			—			(532	)		—		—		—
Outstanding at June 30, 2026		11,060			5,293			4,421		$	205.44		9.29	$	—
Exercisable at June 30, 2026					2,723					$	236.53		9.25	$	—
Vested and expected to vest at June 30, 2026					2,723					$	236.53		9.25	$	—

* The fair market value of Jaguar stock on June 30, 2026, was $3.00 per share.

The intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair market value of the Company's common stock for in-the-money options.

The number of options exercised during the six months ended June 30, 2026, and the year ended December 31, 2025, were 323 and 0, respectively.

The weighted average grant date fair value of stock options granted was $0 per share during the six months ended June 30, 2026, and $47.72 per share for the year ended December 31, 2025.

The number of options that were vested for the six months ended June 30, 2026, and for the year ended December 31, 2025, was 1,187 and 370, respectively. The grant date weighted average fair value of options that were vested for the six months ended June 30, 2026 and for the year ended December 31, 2025, was $90.96 and $1,050.00, respectively.

The following table summarizes stock-based compensation expenses related to stock options, inducement stock options, and RSUs for the three and six months ended June 30, 2026 and 2025, and are included in the condensed consolidated statements of operations as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2026		2025		2026			2025
(in thousands)	(unaudited)				(unaudited)
Research and development expense	$	59	$	92	$	116		$	209
Sales and marketing expense		—		36		(11	)		54
General and administrative expense		112		151		221			317
Total	$	171	$	279	$	326		$	580

As of June 30, 2026 and December 31, 2025, the Company had $351,000 and $569,000 unrecognized stock-based compensation expense for options and RSUs outstanding, respectively.

No range of assumptions was set forth and used in calculating the fair value of options granted during the three and six months ended June 30, 2026 and 2025 respectively.

The Company sponsors a 401(k) defined contribution plan covering all employees. No employer contributions were made to the plan from plan inception through June 30, 2026.