Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 8, 2026, Dennis Wolf notified the Board of Directors (the "Board") of Codexis, Inc. (the "Company") of his decision to resign from the Board, effective immediately. In connection with his resignation from the Board, Mr. Wolf also resigned from his positions as a member of the Audit Committee and the Compensation Committee of the Board, effective immediately. Mr. Wolf's resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies, practices or otherwise.

On April 10, 2026, following Mr. Wolf's resignation and in order to achieve an equal balance of membership among the classes of directors, the Board determined, effective April 10, 2026, to move one of the directors from Class II with a current term expiring at the 2027 Annual Meeting of Stockholders, to Class III with a term expiring at the Company's 2028 Annual Meeting of Stockholders. On April 10, 2026, due to the unequal balance of membership among the Board classes, Esther Martinborough, Ph.D., who is a Class II director, resigned as a director, effective April 10, 2026 and the Board approved to re-elect Dr. Martinborough as a Class III director and as a member of the Compensation Committee of the Board and the Strategy Committee of the Board and as Chair of the Science & Technology Committee of the Board, effective immediately thereafter. The resignation and re-election of Dr. Martinborough were effected solely to rebalance the Board's classes (the "Class Rebalance") and, for all other purposes, Dr. Martinborough's service on the Board and each of the Compensation Committee of the Board, the Science & Technology Committee of the Board and the Strategy Committee of the Board shall be deemed to have continued uninterrupted. Effective April 10, 2026, following the Class Rebalance, the Board consists of three Class I directors, three Class II directors, and three Class III directors.