Amended and Restated enGene Therapeutics Inc. 2023 Incentive Equity Plan

The Company's Amended and Restated enGene Therapeutics Inc. 2023 Incentive Equity Plan (the "2023 Plan") was adopted on May 15, 2024 and superseded all prior plans. The 2023 Plan is administered by the Board or, at the discretion of the Board, by a committee of the Board, (the "Committee"). The exercise prices, vesting and other restrictions are determined at the discretion of the Board, or its committee if so delegated, except that the exercise price per share of stock options may not be less than 100% of the fair market value of the Common Shares on the date of grant and the term of stock option may not be greater than ten years. Common Shares that are expired, terminated, surrendered or cancelled under the 2023 Plan without having been fully exercised will be available for future awards. The Plan authorizes the award of incentive stock options, or ISOs, non-qualified stock options, or NQSOs, Stock Units, Stock Appreciation Rights, or SARs, and other share-based awards including performance awards and share bonus awards. The Plan contains the evergreen provision (the "Evergreen Provision") pursuant to which on the first business day of each calendar year, the aggregate number of Common Shares that could be issued or transferred thereunder (the "Plan Share Reserve") and the number of Common Shares available for options intended to qualify as incentive stock options (the "ISO Sublimit") each increase by such number of Common Shares as equals 5% of the aggregate number of Common Shares outstanding on the final day of the immediately preceding calendar year (or such smaller number of shares as is determined by the compensation committee), and the ISO Sublimit by the lesser of 2,500,000 Common Shares and the increase in the Plan Share Reserve (or such smaller number of shares may be determined by the compensation committee of the Company’s board of directors). On January 1, 2026, the Committee allowed the full 5% increase for 2026 under the Evergreen Provision.

As of July 31, 2026, inclusive of (i) the Common Shares subject to the outstanding grants under the prior plans, and (ii) 3,349,283 Common Shares added effective January 1, 2026 under the Evergreen Provision, there were 11,858,023 of Common Shares reserved for issuance under the Plan and there are 1,741,100 shares remaining for issuance.

2025 Employee Stock Purchase Plan

On June 10, 2025, at its 2025 Annual General Meeting of shareholders, the shareholders of enGene Therapeutics Inc. approved the adoption of the 2025 Employee Stock Purchase Plan (the "ESPP"), pursuant to which 2,000,000 common shares of the Company, no par value, will be reserved for issuance. The price of common stock purchased under the ESPP is equal to 85% of the lower of the fair market value of the common stock on the first trading day of the offering period or the relevant purchase date and is subject to change by a Plan Administrator prior to each purchase period. As of July 31, 2026, there were no shares issued and 2,000,000 shares remained available for issuance.

Inducement Grants

The Company may grant an inducement equity award consisting of a non-qualified stock option to purchase Common Shares to newly hired employees as an inducement material to such employees entering into employment with the Company in accordance with NASDAQ Listing Rule 5635(c)(4), which awards are granted outside of the 2023 Plan. No inducement awards have been granted during the three and nine months ended July 31, 2026. As of July 31, 2026, 3,352,550 non-qualified stock options have been granted as inducement equity awards, of which 1,404,261 have vested, 557,411 have been forfeited and none have expired. All options remain outstanding.

June 2026 Performance-Based Equity Retention Awards

On June 16, 2026, the compensation committee of the board of directors approved the issuance of performance-based equity retention awards under the 2023 Plan to certain executive employees and non-executive employees. The awards were issued in the form of performance-based non-qualified stock options of 1,696,625 (the “performance-based retention options”) and performance-based restricted share units of 197,475 (the “performance-based retention share units” and together with the performance-based retention options, the “performance-based equity retention awards”).

Subject to the recipient remaining actively employed and in good standing with the Company, the performance-based equity retention awards will vest, if at all, based on the achievement of the following detalimogene milestones:

The grant date fair value of the awards is approximately $2.8 million with non-cash stock-based compensation expense to be recorded in connection with the vesting, if any, of these performance-based equity retention awards. Approximately 50% of the performance-based restricted share units are expected to vest for each milestone resulting in approximately $1.4 million of non-cash stock-based compensation expense.

As of July 31, 2026, the Company concluded that achievement of these performance-based vesting conditions associated with these awards were not satisfied for accounting purposes under ASC 718, Compensation - Stock Compensation. Accordingly, for the three months ended July 31, 2026, no stock-based compensation expense related to these performance-based equity retention awards had been recognized.

Stock Options

The aggregate intrinsic value of share options is calculated as the difference between the exercise price of the share options and the fair value of the Company’s common share as of each reporting date.

The weighted-average grant-date fair value per share of share options granted during the three months ended July 31, 2026 and 2025 was $1.46 and $2.53, respectively. The weighted-average grant-date fair value per share of share options granted during the nine months ended July 31, 2026 and 2025, was $4.55 and $4.59, respectively.

Restricted Share Units

Restricted share units are granted under the 2023 Plan and are expensed based on the fair value of the award, which equals the share price on the grant date, on a straight-line basis over the four-year service period of the award. Performance-based restricted share units are granted under the 2023 Plan and are expensed based on the fair value of the award, which equals the share price on grant date, when each milestone is met. The following table summarizes the restricted share unit activity under the 2023 Plan:

Share-based Compensation Expense

As of July 31, 2026, there was $29.7 million of unrecognized compensation, which is expected to be recognized over a weighted-average period of 2.8 years.