Note 10 — Stock Option Plan

In 2010, Legacy Profusa adopted the 2010 Equity Incentive Plan (the “2010 Plan”) under which 1,066 shares, as adjusted for the Reverse Stock Splits, of the Company’s common stock have been initially reserved for issuance to employees, directors and consultants. In October 2025, the Company adopted the 2025 Equity Incentive Plan (the “2025 Plan”), that will replace the 2010 Plan. All previously issued options under the 2010 Plan will be held under the new plan, with no additional impact to the option holders.

On May 7, 2026, the Company’s Board of Directors approved an amendment to the Company’s 2025 Plan to increase the number of shares of common stock reserved and available for issuance under the 2025 Plan by 6,955 shares, after giving effect to the Company’s Reverse Stock Splits.

As of September 30, 2026, the total authorized and issuable shares under the 2025 Plan available for grant was 7,833 shares, as adjusted for the Reverse Stock Splits.

Activity under the Plan, as adjusted for the recapitalization and Reverse Stock Splits, is set forth below:

Stock-Based Compensation Expense by Function

The following table is a summary of stock compensation expense by function for the stock options activity reflected in the rollforward, for the three and nine months ended September 30, 2026 and 2025 (in thousands).

During the three and nine months ended September 30, 2026, the Company settled certain employee related liabilities, including transaction-related bonuses for the G3 Call Option, by issuing shares of Series A Non-Voting Convertible Preferred Stock. The associated expense for these amounts are excluded from the table above. See Note 7 and Note 8 for additional information regarding these transactions.