As of August 31, 2026, the Company had one active equity incentive plan, the CytoDyn Inc. Amended and Restated 2012 Equity Incentive Plan (the “EIP”). As of August 31, 2026 and May 31, 2026, the EIP covered a total of 93.1 million and 79.3 million shares of common stock, respectively. The “evergreen provision” automatically increased the number of shares of common stock subject to the EIP by an amount equal to 1% of the total outstanding shares on June 1, 2026. The EIP provides for awards of stock options to purchase shares of common stock, restricted and unrestricted shares of common stock, restricted stock units (“RSUs”), and performance share units (“PSUs”).

The Company recognizes the compensation cost of employee and director services received in exchange for equity awards based on the grant date estimated fair value of the awards. Share-based compensation cost is recognized over the period during which the employee or director is required to provide services in exchange for the award and, as forfeitures occur, the associated compensation cost recognized to date is reversed. For awards with performance-based payout conditions, the Company recognizes compensation cost based on the probability of achieving the performance conditions, with changes in expectations recognized as an adjustment to earnings in the period of change. Any recognized compensation cost is reversed if the conditions ultimately are not met.

Stock-based compensation for the three months ended August 31, 2026 and 2025 was approximately $0.5 million and $0.2 million, respectively. Stock-based compensation is recorded in general and administrative and research and development costs.

Stock option activity is presented in the table below:


						Weighted
						average
				Weighted		remaining		Aggregate
	Number of			average		contractual		intrinsic
(in thousands, except per share data and years)	shares			exercise price		life in years		value
Options outstanding at May 31, 2026		50,156		$	0.36		7.97	$	3,146
Granted		1,400		$	0.22
Exercised		—		$	—
Forfeited, expired and cancelled		(50	)	$	1.09
Options outstanding at August 31, 2026		51,506		$	0.36		7.74	$	1,455
Options outstanding and exercisable at August 31, 2026		28,422		$	0.40		6.72	$	1,101

During the three months ended August 31, 2026 and 2025, stock options for approximately 1.4 million shares and 0.7 million shares, respectively, were granted. Of the options granted in the current year, approximately 0.4 million vest over four years, and approximately 1.0 million vest upon the achievement of specified performance conditions. Of the options granted in the prior year, approximately 0.4 million vest over four years, and approximately 0.3 million vest over one year. The Company records compensation expense based on the Black-Scholes fair value per share of the awards on the grant date. The weighted average fair value per share was $0.26 for the stock options granted in the three months ended August 31, 2026 and 2025.

The following table summarizes the Company’s PSU activity:

          
         Weighted

          
         Weighted

         average

          
         average

         remaining

          
         Number of

         grant date

         contractual

         (shares in thousands)

         PSUs (1)

         fair value

         life in years

Unvested PSUs at May 31, 2026

3,500

0.41

2.00

PSUs granted

—

PSUs forfeited

—

PSUs vested

—

Unvested PSUs at August 31, 2026

3,500

0.41

1.75

(1)

The number of PSUs disclosed in this table are at the target level of 100%.

The vesting of the PSUs is subject to the achievement of specified performance-based conditions, and the actual number of common shares that will ultimately be issued will be determined by multiplying this number of PSUs by a payout percentage ranging from 0% to 100%.

Based on the estimated level of achievement of the performance targets associated with the PSUs as of August 31, 2026, unrecognized compensation expense related to the unvested portion of the Company’s PSUs was $1.4 million, which is expected to be recognized over a weighted-average period of 1.75 years.