Pyxis Oncology, Inc. Stock Compensation Disclosure

15. Stock-Based Compensation

2019 Equity Incentive Plan

In 2019, the Company established the 2019 Equity Incentive Plan (the 2019 Plan), under which the Company is allowed to grant options and restricted stock to its employees and non-employees. The maximum number of shares of common stock reserved for issuance under the 2019 Plan is 4,042,408 shares. Options granted under the 2019 Plan include incentive stock options that can be granted only to the Company’s employees and non-statutory stock options that can be granted to the Company’s employees, consultants, advisors and directors. The 2019 Plan also permits the Company to issue restricted stock awards. Unless earlier terminated by the Board, the 2019 Plan will terminate on the tenth anniversary of the effective date.

As of December 31, 2025, options to purchase 1,822,815 shares of common stock and 363,444 restricted stock units were outstanding, and 264,094 shares remained available for future issuance under the 2019 Plan.

2021 Equity Incentive Plan

On September 27, 2021, the Company’s board of directors and stockholders approved the 2021 Equity Incentive Plan (the 2021 Plan), which became effective on October 7, 2021, when the Company’s registration statement was declared effective by the SEC. The 2021 Plan allows the Company to make equity-based and cash-based incentive awards to its officers, employees, directors and consultants. The Company has initially reserved 3,852,807 shares of its common stock for the issuance of awards under the 2021 Plan. On October 23, 2024, the Company's stockholders approved an increase of 5,500,000 shares of common stock available for issuance under the 2021 Plan. The number of shares of common stock reserved for issuance under the 2021 Plan will automatically increase annually on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2022, and continuing until (and including) the fiscal year ending December 31, 2031 by the lesser of (i) 5% of the total number of shares of common stock outstanding on December 31st of the immediately preceding fiscal year and (ii) the number of shares as may be determined by the board of directors. On January 1, 2025, the number of shares of common stock available for issuance under the 2021 Plan increased by 2,998,390 shares as a result of the evergreen provision. The maximum number of shares of common stock that may be issued pursuant to the exercise of incentive options under the 2021 Plan is 7,705,614. Unless earlier terminated by the Board, the 2021 Plan will terminate on the tenth anniversary of the effective date.

As of December 31, 2025, options to purchase 8,536,460 shares of common stock and 1,100,077 restricted stock units were outstanding, and 3,998,507 shares remained available for future issuance under the 2021 plan.

2022 Equity Inducement Plan

On July 1, 2022, the Company’s board of directors approved the 2022 Equity Inducement Plan (the 2022 Inducement Plan), which became effective on that date. The 2022 Inducement Plan allows the Company to make equity-based incentive awards to its officers and employees without stockholder approval pursuant to Rule 5635(c)(4) of the NASDAQ Listing Rules, or any successor rule relating to inducement awards. Unless earlier terminated by the Board, the 2022 Inducement Plan will terminate on the tenth anniversary of the effective date. The Company has initially reserved 1,400,000 shares of its common stock for the issuance of awards under the 2022 Inducement Plan.

As of December 31, 2025, options to purchase 987,753 shares of common stock and 107,485 restricted stock units were outstanding, and 56,002 shares remained available for future issuance under the 2022 Inducement Plan.

2022 Equity Incentive Plan

Upon the Acquisition, the Company assumed Apexigen's 2022 Equity Incentive Plan (the 2022 Plan), which allows the Company to grant options and restricted stock to eligible employees and non-employees. The Company initially reserved 443,912 shares of its common stock for the issuance of awards under the 2022 Plan. The number of shares of common stock reserved for issuance under the 2022 Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2023 through January 1, 2032, in an amount equal to the lesser of (i) 0.8625% of the total number of shares of common stock outstanding on the last day of the calendar month before the date of each automatic increase, (ii) 554,890 shares, or (iii) such number of shares determined by the administrator of the 2022 Plan. On January 1, 2025, the number of shares of common stock available for issuance under the 2022 Plan increased by 517,222 shares as a result of the evergreen provision. Unless earlier terminated by the Board, the 2022 Plan will terminate on the tenth anniversary of the effective date.

As of December 31, 2025, options to purchase 1,121,268 shares of common stock and 63,513 restricted stock units were outstanding under the 2022 Plan and 607,360 shares remained available for future issuance under the 2022 Plan.

2020 Equity Incentive Plan

The Company also assumed Apexigen's 2020 Equity Incentive Plan, (the 2020 Plan) as a result of the Acquisition. Outstanding awards granted under the 2020 Plan will remain subject to the terms of the plan, and shares underlying awards granted under such plan that are cancelled or forfeited will be available for issuance under the 2022 Plan, as applicable.

2021 Employee Stock Purchase Plan

On September 27, 2021, the Company’s board of directors and stockholders approved the 2021 Employee Stock Purchase Plan (the 2021 ESPP), which became effective on October 7, 2021, when the Company’s registration statement was declared effective by the SEC. The 2021 ESPP initially reserved and authorized the issuance of up to a total of 424,595 shares of common stock to participating employees. The number of shares of common stock reserved for issuance under the ESPP will automatically increase annually on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2022, and continuing until (and including) the fiscal year ending December 31, 2031 by the lesser of (i) 110,080 shares, (ii) 1% of the total number of shares of common stock outstanding on December 31st of the immediately preceding fiscal year and (iii) the number of shares as may be determined by the board of directors. On January 1, 2025, the number of shares of common stock available for issuance under the 2021 ESPP increased by 110,080 shares as a result of the evergreen provision. During the year ended December 31, 2025, the Company issued 77,906 shares of common stock pursuant to the ESPP.

As of December 31, 2025, the authorized number of shares and shares available for issuance under the 2021 ESPP is 605,490.

Stock Options

Stock options granted under the 2022 Inducement Plan, 2022 Plan, 2021 Plan, 2020 Plan and 2019 Plan (together, the Plans) to employees generally vest over four years and expire after 10 years.

The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2025 and 2024 was $1.06 and $1.93 per share, respectively. The aggregate intrinsic value is calculated as the difference between the exercise price of all outstanding and exercisable stock options and the fair value of the Company’s common stock of $1.15 per share as of December 31, 2025, the last trading day of 2025. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2025 and 2024 was approximately $0.9 million and $0.3 million, respectively.

The Company has an aggregate $6.0 million of gross unrecognized stock-based compensation expense as of December 31, 2025, remaining to be amortized over a weighted average period of 2.9 years. The Company has not recognized and does not expect to recognize in the near future, any tax benefit related to employee stock-based compensation expense as a result of the full valuation allowance related to its net deferred tax assets.

Restricted Stock Units (RSU)

Compensation costs related to these RSUs were recorded based on the Company's stock price on the date of issuance and amortized over the service period.

During the year ended December 31, 2025, the Company issued 687,859 shares of its common stock from the settlement of 777,261 shares of restricted common stock, with the remaining shares withheld for taxes.

The total fair value of restricted common stock that vested during the years ended December 31, 2025 and 2024 was $2.5 million and $5.2 million, respectively.

The Company has an aggregate $1.9 million of gross unrecognized restricted stock-based compensation expense as of December 31, 2025, remaining to be amortized over a weighted average period of 1.8 years.

Summary of Stock-Based Compensation Expense

Total stock-based compensation expense for stock options includes expense related to the 2021 ESPP of $0.1 million and $0.1 million for the years ended December 31, 2025 and 2024, respectively.