ALX ONCOLOGY HOLDINGS INC Stock Compensation Disclosure

(9) STOCK-BASED COMPENSATION

Equity Incentive Plans

2020 Equity Incentive Plan

On April 1, 2020, the board of directors (the Board) approved a new equity incentive plan, or the 2020 Equity Incentive Plan, that replaced the Company’s existing equity compensation plan, 2015 Share Award Scheme. The 2020 Equity Incentive Plan permitted the issuance of up to 4,379,139 shares of the Company’s common stock pursuant to awards granted under it, and authorized the award of stock options, restricted stock awards, stock appreciation rights and RSUs to employees, directors, and consultants.

Amended and Restated 2020 Equity Incentive Plan

In July 2020, the Company adopted the Amended and Restated 2020 Equity Incentive Plan, or the 2020 Plan. The 2020 Plan replaced the Company’s 2020 Equity Incentive Plan and a total of 7,874,862 shares were reserved under the 2020 Plan. Unless the Board provides otherwise, beginning on January 1, 2021, the maximum number of shares which shall be made available for issuance under the 2020 Plan will automatically increase on the first day in January of each calendar year (i.e., the first day of our fiscal year) by an amount equal to the least of:

The terms of the stock option agreements, including vesting requirements, are determined by the Board, subject to the provisions of the 2020 Plan. The term of the options generally expire, upon the earliest of (i) termination of continuous service for

cause (ii) three months after the termination of continuous service for reasons other than cause, death or disability (iii) twelve months after the termination of continuous service due to disability (iv) eighteen months after the employee’s death if the employee died during the period of continuous service (v) expiration date in the grant notice or (vi) the day before the tenth anniversary of the date of grant. The per share exercise price of the incentive stock options must equal at least the fair market value of a share underlying such options on the date of grant.

All awards that are canceled, forfeited or expired are returned to the 2020 Plan and are available for grant in conjunction with the issuance of new awards. Stock options granted are exercisable over a maximum term of 10 years from the date of grant and generally vest over an agreed service period, usually four years. Certain stock options granted under the 2020 Plan provide option holders the right to elect to exercise unvested options in exchange for common stock. Such unvested common stock is subject to a repurchase right held by the Company at the original issuance price in the event the optionee’s service to the Company is terminated either voluntarily or involuntarily. The right lapses as the underlying repurchase right expires. These repurchase terms are considered to be a forfeiture provision. The cash received from employees for exercise of unvested options is treated as a refundable deposit and is classified as a liability on the consolidated balance sheets. At December 31, 2025, there was no such unvested early exercised options and related liability.

2025 Inducement Equity Incentive Plan

In January 2025, the Company adopted the 2025 Inducement Equity Incentive Plan, or the 2025 Plan. The 2025 Plan provides for the granting of equity-based awards, including non-statutory stock options, stock appreciation rights, restricted stock, RSUs, performance units and performance shares. A total of 1,500,000 shares were reserved under the 2025 Plan.

The terms of the stock option agreements, including vesting requirements, are determined by the Board, subject to the provisions of the 2025 Plan. The term of the options generally expire, upon the earliest of (i) termination of continuous service for cause (ii) three months after the termination of continuous service for reasons other than cause, death or disability (iii) six months after the termination of continuous service due to disability (iv) six months after the employee’s death if the employee died during the period of continuous service (v) expiration date in the grant notice or (vi) the day before the tenth anniversary of the date of grant. The per share exercise price of the incentive stock options must equal at least the fair market value of a share underlying such options on the date of grant.

All awards that are canceled, forfeited or expired are returned to the 2025 Plan and are available for grant in conjunction with the issuance of new awards. Stock options granted are exercisable over a maximum term of 10 years from the date of grant and generally vest over an agreed service period, usually four years.

Shares Available for Grant

Stock Option Exchange

On December 2, 2024, the Company commenced an offer to exchange eligible options held by eligible employees of the Company for new options (the Exchange Offer). The Exchange Offer expired on December 30, 2024. Under the Exchange Offer, the Company accepted for exchange eligible options to purchase an aggregate of 2,693,873 shares of the Company’s common stock, representing 80.3% of the total shares of common stock underlying the eligible options. On December 30, 2024, immediately following the expiration of the Exchange Offer, the exchanged options were canceled and new options to purchase 2,155,095 shares of common stock were granted at an exercise price of $1.66 per share, which was the closing price of the common stock on the Nasdaq Global Select Market on the grant date of the new options. The new options are subject to a new vesting schedule, vesting in equal monthly installments following the new option grant date for the longer of (a) 30 months or (b) the number of months remaining in the vesting schedule on the eligible option grant. Each new option has a maximum term of seven years.

The exchange of stock options was treated as a modification for accounting purposes. The incremental expense of $0.6 million for the modified options was calculated using the Black-Scholes option pricing model. The incremental expense and the unamortized expense remaining on the exchanged options as of the modification date are being recognized over the new vesting service period.

Employee Stock Purchase Plan

In July 2020, the Board and stockholders approved the ALX Oncology Holdings Inc. 2020 Employee Stock Purchase Plan, or the ESPP. The ESPP allows eligible employees to have up to 15 percent of their eligible compensation withheld and used to purchase common stock, subject to a maximum of $25,000 worth of stock purchased in a calendar year or no more than 3,000 shares in an offering period, whichever is less. An offering period consists of a six-month purchase period, with a look back feature to our stock price at the commencement of the offering period. Eligible employees can purchase the Company’s common stock at the end of the offering period at 85% of the lower of the closing price of our common stock on The Nasdaq Global Select Market on the first and last day of the offering period.

The initial number of shares of common stock available for issuance under the ESPP was 400,000. Unless the Board provides otherwise, beginning on January 1, 2021, the maximum number of shares which shall be made available for sale under the ESPP will automatically increase on the first day in January of each calendar year (i.e., the first day of our fiscal year) during the term of the ESPP by an amount equal to the least of:

On January 1, 2025 and 2024, the number of shares available under the ESPP was increased by 530,529 and zero, respectively. As of December 31, 2025, 294,582 shares of common stock have been purchased under the ESPP, and the number of shares of common stock available for issuance under the ESPP was 1,440,263.

Stock Option Activity

The aggregate intrinsic values represent the total pre-tax intrinsic value of options outstanding and exercisable calculated as the difference between the exercise price of the options and the fair value of the Company’s common stock as of December 31, 2025 and 2024. The total intrinsic value of options exercised during the years ended December 31, 2025, 2024 and 2023 were a nominal amount, $2.6 million and $0.2 million, respectively.

Stock Option Valuation Assumptions

The Company uses the Black-Scholes option pricing model to determine the estimated fair value of stock options at the date of the grant, and stock-based compensation is adjusted for actual forfeitures as they occur. The fair value of each option grant during the years ended December 31, 2025, 2024 and 2023 was estimated with the following assumptions:

Expected Term. The expected term of the options represents the average period the stock options are expected to remain outstanding. As the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior, the expected term of options granted is derived from the average midpoint between the weighted average vesting and the contractual term, also known as the simplified method. For options granted from the Exchange Offer, the Company used a Monte Carlo simulation to estimate the time it takes for options to return to the money and derived the expected term of options granted from the midpoint between (i) the later of the time it takes to return to the money or the remaining vest term, and (ii) the remaining contractual term.

Risk-Free Interest Rate. The risk-free interest rate is based on the yield of U.S. Treasury notes as of the grant date with terms commensurate with the expected term of the option.

Dividend Yield. The expected dividends assumption is based on the Company’s expectation of not paying dividends in the foreseeable future.

Volatility. Since the Company does not have sufficient trading history for its common stock, the expected volatility is based on a combination of the historical volatilities of the common shares of comparable publicly traded companies as well as the historical volatilities of the Company’s common shares. The Company selected companies with comparable characteristics, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the Company’s share-based awards. For options granted from the Exchange Offer, the Company used the historical volatilities of the Company’s common shares.

Fair Value. Historically, for all periods prior to our initial public offering, the fair value of the shares of common stock underlying our stock option was determined by the Company’s Board. Because there was no public market for the Company’s common stock, the Board determined fair value of the common stock at the time of grant of the options by considering a number of objective and subjective factors including important developments in the Company’s operations, valuations performed by an independent third party, sales of convertible preferred stock, actual operating results and financial performance, the conditions in the biotechnology industry and the economy in general, the stock price performance and volatility of comparable public companies, and the lack of liquidity of the Company’s common stock, among other factors the Board deemed relevant to such determination. Since the completion of our initial public offering, the fair value of each share of common stock underlying stock option grants is based on the closing price of our common stock on the Nasdaq Global Select Market as reported on the date of grant.

Restricted Stock Unit Activity

The total fair value of RSUs vested during the years ended December 31, 2025, 2024 and 2023 was $0.3 million, $2.3 million and $2.8 million, respectively.

Performance-Based Restricted Stock Units

In February 2024, the Company granted 365,000 performance-based restricted stock units, or PSUs, to certain employees under the 2020 Plan. The PSUs are subject to both performance-based and service-based vesting conditions with a fair value based on the closing price of the underlying common stock on the date of grant. Each PSU is split into two tranches with each tranche having performance goals based on the achievement of pre-determined clinical milestones that result in the shares attributable to such tranche being eligible for vesting, subject to the service-based vesting condition. The service-based vesting condition is satisfied on the one-year anniversary of the performance achievement date for each tranche and is subject to the employee’s continuous service through such vesting date. Upon vesting, each PSU will automatically convert into one share of the Company’s common stock. If the performance condition for a tranche is not met by March 31, 2025, the shares attributable to such tranche will be forfeited.

The Company determined that the performance conditions for one tranche of PSUs was achieved by the March 31, 2025 deadline. As a result, compensation expense of $0.8 million has been recognized related to this tranche of PSUs for the year ended December 31, 2025. The performance conditions for the other tranche of PSUs was not achieved as of March 31, 2025, and therefore, these awards were forfeited.

As of December 31, 2025, there were 57,750 PSUs outstanding and unvested.

Stock-based Compensation Expenses

Stock options granted are measured based on the grant-date fair value estimated using the Black-Scholes option pricing model. The grant-date fair value of RSUs is the fair value of the underlying stock on the award’s grant date. Compensation expense is recognized over the vesting period of the applicable awards on a straight-line basis. The weighted-average grant date fair value per share for stock options granted during the years ended December 31, 2025, 2024 and 2023 was $1.07, $4.10 and $4.44, respectively. The weighted-average grant date fair value per share for RSUs granted during the years ended December 31, 2024 and 2023 was $15.59 and $5.86, respectively. There were no RSUs granted during the year ended December 31, 2025.

As of December 31, 2025, there was unrecognized share-based compensation expense of $12.6 million, related to unvested stock options which the Company expects to recognize over a weighted-average period of 1.7 years. There was unrecognized share-based compensation expense of $2.1 million, related to unvested RSUs which the Company expects to recognize over a weighted-average period of 1.3 years.