Prior to the Business Combination, the Company maintained the Freenome Holdings, Inc. 2016 Stock Incentive Plan, as amended (the “2016 Plan”). In connection with the closing of the Business Combination on July 20, 2026 (the “Closing”), each outstanding option under the 2016 Plan, whether vested or unvested, was canceled and exchanged for an option under the Freenome, Inc. 2026 Equity Incentive Plan (the “2026 Plan”). The number of shares subject to each replacement option and its exercise price were adjusted based on the Exchange Ratio of 0.282895. Outstanding restricted stock unit (“RSU”) awards under the 2016 Plan were canceled and exchanged for RSU awards under the 2026 Plan. The replacement awards generally remain subject to the terms and conditions, including vesting, expiration and forfeiture provisions, applicable to the corresponding awards under the 2016 Plan. No further awards will be granted under the 2016 Plan.

In July 2026, the Company’s stockholders approved the 2026 Plan, which became effective immediately prior to the Closing. The 2026 Plan provides for the grant of equity and equity-based awards to the Company’s officers, employees, non-employee directors and consultants. A total of 14,773,227 shares of common stock were initially reserved for issuance under the 2026 Plan. Beginning January 1, 2027, the share reserve will automatically increase each January 1 by 5% of the number of shares of common stock outstanding, including shares issuable upon exercise of outstanding pre-funded warrants, as of the immediately preceding December 31,

In July 2026, the Company’s stockholders also approved the Freenome, Inc. 2026 Employee Stock Purchase Plan (the “ESPP”), which became effective immediately prior to the Closing. Under the ESPP, eligible employees may purchase shares of common stock through payroll deductions at 85% of the lower of the fair market value of a share on the first day of the offering period or on the exercise date. A total of 2,462,204 shares were initially reserved for issuance under the ESPP. Beginning January 1, 2027, and continuing through January 1, 2036, the share reserve will automatically increase annually by the lesser of 1% of the outstanding shares as of the immediately preceding December 31, 1,500,000 shares, or a lesser amount determined by the plan administrator. As of September 30, 2026, no shares had been issued under the ESPP, and 2,462,204 shares remain available for future issuance.


	Number of Options	Weighted-Average Exercise Price (2)
Outstanding – December 31, 20251	8,349,052	$	11.28
Forfeited or canceled	(92,816)	11.48
Outstanding – September 30, 2026	8,256,236	$	11.27
Exercisable – September 30, 2026	7,411,997	$	11.13

(1) Share counts and per-share values at December 31, 2025 have been retroactively adjusted for the Exchange Ratio established in the Business Combination Agreement. As previously reported, 29,512,900 Options were outstanding at December 31, 2025 with a weighted-average exercise price of $3.19 per share.

The vesting of RSUs outstanding at the Closing, which were exchanged for RSUs under the 2026 Plan, is conditioned on a time- and service-based requirement and a Liquidity Event Requirement. The Liquidity Event Requirement is satisfied on the earliest of (i) the earlier of six months after the effective date of an initial public offering and March 15 of the following calendar year, and (ii) a change of control. For the Business Combination, the Liquidity Event Requirement will be satisfied on January 20, 2027. Because the Liquidity Event Requirement was not deemed probable until the Business Combination was consummated, no stock-based compensation expense for RSUs was recognized before the Closing. Upon the Closing, the Company recognized cumulative expense of approximately $39.7 million for RSUs for which the service requirement had been satisfied or partially satisfied. As of September 30, 2026, 2,840,776 RSUs had satisfied the service requirement and remained subject to the Liquidity Event Requirement. During the three months ended September 30, 2026, 130,592 RSUs were released, of which 58,672 shares were issued and 71,920 shares were withheld to satisfy employee tax withholding obligations.

(3) Share counts and per-share values at December 31, 2025 have been retroactively adjusted for the exchange ratio of 0.282895 established in the Business Combination Agreement. As previously reported, 14,472,242 RSUs were outstanding at December 31, 2025 with a weighted-average grant date fair value of $3.58 per share.


	Three Months Ended September 30,				Nine Months Ended September 30,
Stock-based compensation recognized as:	2026		2025		2026		2025
R&D expenses	$	11,023	$	1,326	$	13,599	$	4,027
G&A expenses	30,921		1,505		33,982		3,818
Total	$	41,944	$	2,831	$	47,581	$	7,845

As of September 30, 2026, total unrecognized stock-based compensation expense was approximately $21.0 million and consisted of $10.1 million related to stock options that are expected to be recognized over a weighted-average period of approximately 2.0 years, and $10.9 million related to RSUs that are expected to vest over 1.4 years.

On October 24, 2025 (the "Effective Date"), the Board of Directors approved an option repricing (the “Repricing”) of outstanding stock options held by certain current employees, including the Company’s named executive officers (the “Eligible Participants”), which were granted under the 2016 Amended Plan.

On the Effective Date, the exercise price of outstanding stock options (the “Repriced Options”) granted under the 2016 Amended Plan and held by the Eligible Participants, specifically those with an exercise price per share greater than $2.39 ($8.45 post conversion) was repriced to $2.39 per share ($8.45 post conversion) (the “New Exercise Price”). The closing of the Business Combination with PCSC does not qualify as a Corporate Transaction and would not end the required Retention Period (as defined below).

To exercise the Repriced Options at the New Exercise Price, Eligible Participants must remain in service with the Company throughout the Retention Period (as defined therein). The retention period begins on the Effective Date and ends on the one-year anniversary of the Effective Date. If the Retention Period is not satisfied, the Eligible Participant will be required to pay the original exercise price of the corresponding option upon exercise.

The repricing was communicated to employees during January 2026. The estimated incremental stock compensation cost of approximately $1.9 million, calculated using a lattice model, will be recognized over the retention period. The Company recognized approximately $0.5 million and $1.3 million of incremental stock-based compensation expense during the three and nine month periods ended September 30, 2026, respectively.