In December 2025, Pre-Merger Yarrow adopted the 2025 Equity Incentive Plan, which was amended in May 2026 (as amended, the “2025 Plan”). As of September 30, 2026, there were 2,002,285 options to purchase shares of common stock outstanding. Effective with the Closing, this plan was retired and no further issuances will be made from the 2025 Plan.

On April 23, 2026, the Board approved the Yarrow Bioscience, Inc. 2026 Stock Incentive Plan (the “2026 Stock Plan”), subject to stockholder approval and the consummation of the Merger. On July 16, 2026, the Company’s stockholders approved the 2026 Stock Plan at a special meeting of stockholders (the “Special Meeting”) and on July 27, 2026, the Board ratified the 2026 Stock Plan. The purpose of the 2026 Stock Plan is to promote and closely align the interests of employees, officers, non-employee directors and other individual service providers of the Company with those of its stockholders by providing stock-based compensation and other performance-based compensation. The initial share pool under the 2026 Stock Plan is 2,688,931. The shares that may be issued under the 2026 Stock Plan will be automatically increased on January 1 of each year beginning in 2027 and ending with a final increase on January 1, 2036, in an amount equal to 5% of the diluted stock (including common stock, preferred stock and unexercised pre-funded warrants) on the preceding December 31, unless a lower (or no) increase is determined by the administrator. Only 100,000,000 shares of common stock may be issued under the 2026 Stock Plan as incentive stock options.

On April 23, 2026, the Board approved the Yarrow Bioscience, Inc. 2026 Employee Stock Purchase Plan (the “2026 ESPP”), subject to stockholder approval and the consummation of the Merger. On July 16, 2026, the Company’s stockholders approved the 2026 ESPP at the Special Meeting and on July 27, 2026, the Board ratified the 2026 ESPP. The purpose of the 2026 ESPP is to provide employees of the Company and its designated subsidiaries with an opportunity to purchase shares of common stock through accumulated contributions. The 2026 ESPP, and the rights of participants to make purchases thereunder, are intended to qualify under Section 423 of the Internal Revenue Code. The initial share pool under the 2026 ESPP is 336,116. The shares that may be issued under the 2026 ESPP will be automatically increased on January 1 of each year beginning in 2027 and ending with a final increase on January 1, 2036, in an amount equal to the lesser of 1% of the diluted stock (including common stock, preferred stock and unexercised pre-funded warrants) on the preceding December 31 or 2,500,000, unless a lower (or no) increase is determined by the compensation committee of the Board.

The Company’s stock options vest based on the terms in the award agreements and generally vest over four years. The Company recorded stock-based compensation expense in the following expense categories in its accompanying statements of operations (in thousands):


	Options	Weighted average exercise price	Weighted average remaining contractual term (years)		Aggregate intrinsic value (in thousands)
Outstanding as of December 31, 2025	—		$	—	—	$	—
Granted	2,273,774		8.17

Forfeited	(70,256)		6.19
Outstanding as of September 30, 2026	2,203,518		8.23		9.5	32,694
Exercisable as of September 30, 2026	439,098		$	6.19	9.5	$	7,170

The weighted-average grant-date fair value of the options granted in the three and nine months ended September 30, 2026 was $19.53 and $5.64 per share, respectively. The estimated fair value using the Black-Scholes option-pricing model was based on the following assumptions: