Proxy Statement (Form DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box:

SIGA Technologies, Inc.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check all boxes that apply):

SIGA Technologies, Inc.

31 East 62^nd Street

New York, New York 10065

(212) 672-9100

April 28, 2026

Dear Stockholder:

You are cordially invited to attend our 2026 Annual Meeting of Stockholders on June 9, 2026, at 10:30 a.m., Eastern Time. We intend to host this meeting as a virtual-only meeting that will be held via live audio webcast online at www.virtualshareholdermeeting.com/SIGA2026. On the following pages you will find the formal notice of annual meeting and proxy statement, which describes the matters to be voted upon.

At the meeting, stockholders will vote on several important proposals. Please take the time to read each of the proposals carefully, which we describe in our Proxy Statement for the 2026 Annual Meeting of Stockholders. We will primarily use the Internet to furnish our stockholders with our Proxy Statement and other proxy materials. We are sending a Notice of Internet Availability of Proxy Materials on or about April 28, 2026, to our stockholders of record as of the close of business on April 17, 2026. The notice contains instructions concerning how to access our Proxy Statement and 2026 Annual Report and vote online. If you would like to request a printed copy of our proxy materials, please follow the instructions included in the Notice.

Whether or not you plan to virtually attend and vote your shares online at the meeting, it is important that your shares be represented and counted. Accordingly, after reviewing the proxy statement, please vote by proxy, over the telephone or online by following the instructions included in the proxy materials; or complete, date, sign and return the enclosed proxy card. If you hold your shares in "street name" through a broker, bank or other intermediary, please vote in accordance with their instructions provided to you.

I hope that you will attend the meeting, and I look forward to seeing you there.

TABLE OF CONTENTS

SIGA Technologies, Inc.

31 East 62^nd Street

New York, New York 10065

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON June 9, 2026

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual Meeting") of SIGA Technologies, Inc. ("SIGA" or the "Company"), a Delaware corporation, will be held on Tuesday, June 9, 2026, at 10:30 a.m., Eastern Time. We intend to host this meeting as a virtual-only meeting that will be held via live audio webcast online at www.virtualshareholdermeeting.com/SIGA2026.

At the Annual Meeting, SIGA's stockholders will be voting on proposals to do the following:

Stockholders of record at the close of business on April 17, 2026 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.

Admission Procedure for Attending the Meeting

If you are a stockholder as of the close of business on April 17, 2026, you will be able to attend the virtual Annual Meeting by visiting the website referenced above and entering the unique control number included on the Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability"), voting instruction form or proxy card you received. Stockholders holding their shares through a broker, bank or other intermediary as of the close of business on April 17, 2026 and wishing to attend may do so but will need the control number provided on the voting instructions that accompany the Notice of Internet Availability or proxy materials from the broker, bank or other intermediary. If you do not have a control number, you may still attend the Annual Meeting by visiting the same website, by logging in as a guest and providing the additional identifying information requested at such time. All stockholders may log into the meeting platform beginning at 10:15 a.m. Eastern Time on June 9, 2026. The website will provide assistance if you experience technical issues accessing the Annual Meeting. Whether or not you plan on attending the Annual Meeting, we encourage you to submit your vote as soon as possible by: (i) accessing the website or by calling the toll-free number described in the Notice of Internet Availability or proxy materials; or (ii) signing, dating and returning a proxy card or voting instruction form you received.

You will be able to submit questions during the meeting by typing your question into the "ask question" box on the meeting website.

YOUR VOTE IS IMPORTANT

PLEASE VOTE ONLINE OR BY PHONE OR MAIL, AS DESCRIBED ABOVE

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to be Held on June 9, 2026.

The Proxy Statement and 2025 Annual Report on Form 10-K are

available at www.proxyvote.com.

SIGA Technologies, Inc.

31 East 62^nd Street

New York, New York 10065

(212) 672-9100

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

June 9, 2026

This proxy statement is furnished to stockholders of SIGA Technologies, Inc. ("SIGA", the "Company" or "we") in connection with the solicitation of proxies, in the accompanying form, by the Board of Directors of SIGA (the "Board of Directors") for use in voting at the Annual Meeting of Stockholders (the "Annual Meeting") intended to be held virtually on Tuesday, June 9, 2026, at 10:30 a.m. (Eastern Time), and at any adjournment or postponement thereof. We intend to host this meeting as a virtual-only meeting that will be held via live audio webcast.

This proxy statement and a form of proxy have been made available to our stockholders on the Internet and a Notice of Internet Availability of Proxy Materials will be mailed to stockholders on or about April 28, 2026.

VOTING RIGHTS AND SOLICITATION OF PROXIES

Purpose of the Annual Meeting

The purpose of the Annual Meeting is to vote on proposals to do the following:

Record Date and Outstanding Shares

The Board of Directors has fixed the close of business on April 17, 2026 as the record date (the "Record Date") for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting. Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting and any and all adjournments or postponements thereof. As of the Record Date, SIGA had issued and outstanding 71,724,097 shares of common stock, par value $.0001 per share ("Common Stock").

Receipt of Proxy Materials

In accordance with the rules adopted by the Securities and Exchange Commission (the "SEC"), we have elected to provide access to our proxy materials over the Internet instead of mailing a printed copy to our stockholders. Accordingly, on or about April 28, 2026, we began mailing to all our stockholders of record at the close of business on April 17, 2026, a Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability"). We believe making our proxy materials available over the Internet allows us to expedite getting our stockholders the proxy materials they need, while lowering the cost of delivering the materials.

Instructions on how to access the proxy materials over the Internet and how to vote are included in the Notice of Internet Availability. If you received the Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. Stockholders may request to receive proxy materials in printed form by mail or electronically by e-mail at no cost.

Instead of receiving a Notice of Internet Availability in the mail for future meetings, you may elect to receive links to proxy materials by e-mail or to receive a paper copy of the proxy materials, including a paper proxy card, by mail. The Notice of Internet Availability provides instructions on how to receive a paper or an e-mail copy of our proxy materials

for the Annual Meeting or for all future annual meetings. Your election will remain in effect until you terminate it. Instead of receiving our proxy materials or the Notice of Internet Availability by mail, we encourage you to elect to receive all proxy materials by e-mail going forward. Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing these documents to you. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site.

Voting Your Common Stock

The Annual Meeting will once again be held entirely online this year. Stockholders may vote in person by attending the virtual Annual Meeting or by submitting a proxy. The method of voting by proxy differs for shares held as a record holder and shares held in "street name."

If you are a record holder, you may vote by submitting a proxy over the Internet or by telephone, in each case by following the instructions on the Notice of Internet Availability or proxy card, or by completing, dating and signing the proxy card that was included with this proxy statement and promptly mailing it.

If your shares are held in "street name," your broker, bank or other street name holder will provide you with instructions that you must follow to have your shares voted.

Voting at the Annual Meeting

Each share of Common Stock outstanding on the Record Date will be entitled to one vote on each matter submitted to a vote of the stockholders. Cumulative voting by stockholders is not permitted.

All stockholders will need their unique 16-digit control number, which appears in the Notice of Internet Availability, proxy card or voting instructions included in the proxy materials. If you do not have a control number, please contact your broker, bank or other nominee as soon as possible so that you can be provided with a control number and gain access to the meeting.

The presence, in person or represented by proxy, of the holders of a majority of the voting power of all outstanding shares entitled to vote at the Annual Meeting is necessary to constitute a quorum. Abstentions and broker non-votes will be counted as shares present at the Annual Meeting for purposes of determining the presence of a quorum. Brokers holding shares for beneficial owners in "street name" must vote those shares according to specific instructions they receive from the owners of such shares. If instructions are not received, brokers may vote the shares, in their discretion, depending on the type of proposals involved. Broker "non-votes" result when brokers are precluded from exercising their discretion on certain types of proposals. Brokers have discretionary authority under the rules governing brokers to vote without instructions from the beneficial owner on certain "routine" items, such as the ratification of the appointment of the independent registered public accounting firm. However, brokers do not have discretionary authority to vote on Proposal No. 1, Proposal No. 3 or Proposal No. 4. Shares that are voted by brokers on some, but not all, of the matters will be treated as shares present for purposes of determining the presence of a quorum on all matters, but will not be treated as shares entitled to vote at the Annual Meeting on those matters as to which authority to vote is withheld from the broker.

For the election of directors, a plurality of the votes cast at the Annual Meeting is required. "Withhold" votes and broker "non-votes" are not considered to have been voted for the purpose of the election of directors and therefore will have no effect on the voting results.

For each of the (i) ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of SIGA for the fiscal year ending December 31, 2026, (ii) approval of the non-binding advisory vote on the compensation of the named executive officers and (iii) approval of the amendment of the 2010 Plan, the affirmative vote of a majority of shares of our Common Stock present in person or represented by proxy and entitled to vote on the proposal is required. Abstentions have the same effect as "against" votes on these proposals. However, broker "non-votes" will have no effect on the voting results for these proposals.

Revocability and Voting of Proxies

Stockholders of record may revoke their proxy or change their proxy voting instructions prior to their proxy being voted at the Annual Meeting by:

Please note, however, that if a stockholder's shares are held of record by a broker, bank or other nominee, the stockholder should follow the instructions from the stockholder's broker, bank or other nominee to change their vote or revoke their proxy.

Unless we receive specific instructions to the contrary or unless such proxy is revoked, shares represented by each properly executed proxy will be voted: (i) FOR the election of each of SIGA's nominees as a director; (ii) FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of SIGA for the fiscal year ending December 31, 2026; (iii) FOR the approval of the compensation of the named executive officers on a non-binding advisory basis; (iv) FOR the approval of an amendment to the SIGA Technologies, Inc. Amended and Restated 2010 Stock Incentive Plan to increase the number of shares of Common Stock available for issuance; and (v) with respect to any other matters that may properly come before the Annual Meeting, at the discretion of the proxy holders. We do not presently anticipate that any other business will be presented for action at the Annual Meeting.

Solicitation

SIGA will pay the costs of soliciting proxies. SIGA may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to beneficial owners. Directors, officers and employees may also solicit proxies by telephone, facsimile, in person or other means. They will not receive any additional payments for the solicitation.

BOARD OF DIRECTORS

The current directors are Jaymie A. Durnan, Harold E. Ford, Jr., General John M. "Jack" Keane (Ret.), Joseph W. Marshall, III, Gary J. Nabel, M.D., Ph.D., Julian Nemirovsky, Diem Nguyen, Ph.D., and Holly L. Phillips, M.D.

Director Nominee Information

Jaymie A. Durnan has served as a director of SIGA since June 2020. He is Chairman of the Andrew W. Marshall Foundation, focused on long-term U.S. strategic competition, and a consultant to the Office of the Director of MIT Lincoln Laboratory, a federally funded research, development, and prototyping center, where he previously served as Assistant to the Director for strategic initiatives (2015-2022). A member of the New York State Bar, he has held senior executive roles at MacAndrews & Forbes Holding Inc., and has worked in industry and finance as a product line manager at BAE Systems, a partner at Radius Capital Partners, and managing member of Woodbury Hill Partners, LLC. His government service includes positions in the Federal Senior Executive Service as Special Assistant (Chief of Staff) to the Deputy Secretary of Defense and Special Assistant to the Secretary of Defense in the George W. Bush administration, and Senior Advisor to the Chief Technology Officer and Assistant Secretary of Defense for Research and Engineering in the Barack Obama administration. A retired naval officer and former carrier-based aviator, he held multiple staff roles supporting the Chief of Naval Operations, the Chairman of the Joint Chiefs of Staff, the Office of Net Assessment, and the President of the United States. Mr. Durnan also serves as a director of Kimball Physics, and on the advisory boards of Mantis Health and the Hudson Institute Center for Defense Concepts and Technology. He previously served as a director or trustee of several corporations and universities. He is a graduate of the U.S. Naval Academy, Georgetown University, and Georgetown University Law Center. Mr. Durnan brings extensive defense-industry, government, and legal experience to the SIGA Board, particularly in navigating highly regulated environments and government relations.

Harold E. Ford, Jr. joined the SIGA Board of Directors in November 2022. He is a former five-term Tennessee Congressman and is currently an EVP and Regional President for New York City for PNC Bank and also serves on the board of directors of the CME Group. Prior to joining PNC, Mr. Ford spent more than 10 years in investment banking with Merrill Lynch and Morgan Stanley. In addition, he was nonexecutive chair of Rx Saver, a patient directed prescription medication search engine platform. Mr. Ford is also a co-host of Fox News Channel's "The Five". Mr. Ford earned a B.A. in history from the University of Pennsylvania and a J.D. from the University of Michigan. Mr. Ford's many years of experience within government provides insight with regard to government relations, and his financial and business background provides insight into many aspects of our business.

GEN John M. "Jack" Keane (Ret.) has served as a member of SIGA's board of directors since March 17, 2025. He has served on the U.S. Commission on the National Defense Strategy (NDS) since February 2026, as the chairman of the Institute for the Study of War since 2007, and as president of GSI, LLC, a consulting firm, since 2004. Prior to retiring from a 37-year career in the U.S. Army at the rank of General, GEN Keane served as its vice chief of staff from 1999 to 2003. From 2009 to 2012, he was a venture partner of SCP Partners, a venture capital firm. He served on the board of directors of IronNet, Inc. from 2015 to 2023, General Dynamics Corp. from 2004 to 2018 and MetLife from 2003 to 2015 and currently serves on the board of directors for US Antimony Corp since August 2025. GEN Keane holds a B.S. degree in accounting from Fordham University and a master's degree in philosophy from Western Kentucky University. GEN Keane was initially recommended to the Nominating Committee by a security holder. We believe GEN Keane is qualified to serve as a member of our Board because of his deep understanding and experience in national security and biodefense matters, combined with his demonstrated leadership and strategic skills and his understanding of public company governance and operations from his service on public company boards of directors.

Joseph W. Marshall, III has served as a director of SIGA since early 2009. Mr. Marshall is the former President and Chief Executive Officer of the Temple University Health System (2001 - 2008). In 2000, he became Chair of the Temple University Health System and served in that capacity until 2007. Following his tenure at Temple Health, he became Vice Chairman of the law firm of Stevens & Lee and its related entity, Griffin Holdings. Mr. Marshall recently assumed Of Counsel status at Stevens & Lee. From 2010 - 2018, Mr. Marshall was a member of the Board of Cancer Treatment Centers of America, Eastern Region. Mr. Marshall returned as Chair at Temple Health in 2018 and served in that capacity until 2024. He currently serves as a member of the Board of Temple Health System and Chair of its Audit and Compliance Committee, Chair of the Board of Temple University Hospital, Chair of the Board of Chestnut Hill Hospital, and Vice Chair of the Board of Fox Chase Comprehensive Cancer Center. He received his B.A. and J.D. degrees (1975 and 1979, respectively) from Temple University. In 1990, he joined the Temple University Board of Trustees where he continues to serve. He was a founding member of the Temple University Health System Board of

Directors in 1995. He served on the Pennsylvania State Ethics Commission in the 1980s and early 1990s, including as Chairman for a portion of that period. During 2005 - 2006, he served as a member of the Federal Medicaid Commission. Additionally, during 2004 - 2006, he served as a member of the Pennsylvania Gaming Control Board. Mr. Marshall is the lead independent director of Gaming and Leisure Properties, Inc., and he is a director of Maxim Healthcare Services, a privately held company headquartered in Columbia, Maryland. Mr. Marshall has more than 30 years of experience in healthcare and is a prominent and highly regarded figure in the healthcare and higher education sectors. His leadership experience, business and financial experience, visibility and expertise are of considerable value to the Board of Directors.

Gary J. Nabel, M.D., Ph.D. has served as a director of SIGA since June 2021. Dr. Nabel is currently President and CEO of ModeX Therapeutics Inc, a biotech startup in Natick, MA. He retired as Chief Scientific Officer, Global Research and Development, and Head of the North American R&D Hub at Sanofi in 2020. In addition to serving as Senior Vice President for the company, Dr. Nabel also oversaw the Breakthrough Lab, which developed the first trispecific antibodies now in development for HIV as published in Science, as well as cancer immunotherapies and novel vaccines. The Chief Scientific Office sponsored external innovation awards, the Postdoctoral and Innovation Fellows Programs, and the Global Science Awards. An author of more than 450 scientific publications, Dr. Nabel joined Sanofi in 2012 from the National Institutes of Health, where he served as Director of the Vaccine Research Center ("VRC") since 1999, during which time, he provided overall direction and scientific leadership of the basic, clinical, and translational research activities and guided development of novel vaccine strategies against HIV, universal influenza, Ebola and emerging infectious disease viruses. His work encompasses basic mechanisms of HIV gene activation, structure-based vaccine design, and immunotherapy. Dr. Nabel graduated magna cum laude from Harvard College in 1975 and continued his graduate studies at Harvard, completing his Ph.D. in 1980 and his M.D. two years later, followed by a post-doctoral fellowship with David Baltimore at the Whitehead Institute. In recognition of his expertise at the forefront of virology, immunology, gene therapy, and molecular biology, Dr. Nabel was elected to the National Academy of Medicine in 1998. Among his many other honors, Dr. Nabel received the Amgen Scientific Achievement Award from the American Society for Biochemistry and Molecular Biology, the Health and Human Services Secretary's Award for Distinguished Service, and is a fellow of the American Association of Physicians, and the American Academy of Arts Sciences. Dr. Nabel's broad experience and expertise within the pharmaceutical and biotech industries, as well as Dr. Nabel's history of leadership within the National Institutes of Health, provide the Board with valuable insights into many aspects of our business.

Julian Nemirovsky has served as a director of SIGA since December 2020. Mr. Nemirovsky is the founder of Long Castle Advisors, Corp., a financial advisory firm. Mr. Nemirovsky served as Senior Vice President, Capital Markets at MacAndrews & Forbes, where he was responsible for managing all capital-structure matters relating to the firm's portfolio companies and new investments until March 2023. Prior to joining MacAndrews in 2020, he spent nine years at MidOcean Credit Partners, where he held the title of Principal and Portfolio Manager. In that role, he was responsible for management of over $1 billion of assets across several opportunistic credit strategies including long/short hedge funds and illiquid credit drawdown funds. Prior to joining MidOcean in 2011, he was an Associate at Union Capital, a lower-middle market private equity firm. He began his career in 2006 as an Analyst in Goldman Sachs' Leveraged Finance group within the Investment Banking division. Julian holds a B.B.A. from Baruch College and an M.B.A. from the Tuck School of Business (Dartmouth). Mr. Nemirovsky's extensive background in asset management provides the Board of Directors with valuable experience and expertise in finance.

Diem Nguyen, Ph.D. began serving as our Chief Executive Officer and as a director of SIGA on January 27, 2024. She joined the Company from Xalud Therapeutics, a clinical stage biotechnology company developing treatments for inflammatory diseases, including pain associated with osteoarthritis, and neurodegenerative diseases, where she served as Chief Executive Officer from October 2020 until January 2024. Prior to Xalud Therapeutics, Dr. Nguyen served as executive vice president of biopharma at PPD Inc. from April 2018 until May 2020, a leading global clinical research organization providing integrated drug development services. From 2009-2018, Dr. Nguyen served in several roles at Pfizer including global president, Americas, Pfizer Essential Health, where she was responsible for diverse commercial businesses in the U.S., Latin America, Canada, and Puerto Rico representing more than $11 billion in annual revenue. Dr. Nguyen serves as a member of the board of directors of Candel Therapeutics, Inc., Verrica Pharmaceuticals Inc., and Xalud Therapeutics. Dr. Nguyen earned a Ph.D. in biochemistry and molecular genetics at the University of Virginia, as well as an M.B.A. from Darden Graduate School of Business Administration. Dr. Nguyen's long career in various management positions within industry, as well as Dr. Nguyen's position as Chief Executive Officer of SIGA, provides the Board of Directors with valuable leadership and insight into many aspects of our business.

Holly L. Phillips, M.D. has served as a director of SIGA since March 2021. Dr. Phillips is a board-certified internist with more than 20 years of clinical experience in academic and private practice settings. She maintains a concierge medical practice in Manhattan and has held academic affiliations with Lenox Hill Hospital. Dr. Phillips brings to the Board extensive knowledge of healthcare delivery systems, pharmaceutical evaluation processes, hospital formulary review, and real-world prescribing dynamics, along with insight into public health policy and patient access considerations. In addition to her clinical work, she is a nationally recognized medical journalist who has served as Senior Medical Contributor for CBS News and Chief Medical Correspondent for CBS2 News in New York, providing analysis during major public health events, including infectious disease outbreaks. Her experience in public communication supports the Board's oversight of external engagement and reputational risk. Dr. Phillips is the author of The Exhaustion Breakthrough, a New York Times Digital Bestseller in Health and Wellness. She holds a B.A. in English from Williams College and an M.D. from Columbia University College of Physicians and Surgeons and has completed executive-level corporate governance training through The Wharton School of the University of Pennsylvania. She is a member of the American Medical Association and the American College of Physicians. Dr. Phillips' many years of patient-facing interactions, broad network of hospital-based and institutional relationships, and communication, broadcast and journalism experience, provide the Board of Directors with unique insight into the perspectives of a wide range of stakeholders.

Meetings of the Board of Directors

During 2025, the Board of Directors held nine meetings. The Independent Directors (as defined below) also regularly convene executive sessions where only such Independent Directors are present. Such meetings may be in conjunction with regularly scheduled meetings of the Board of Directors. Each incumbent director serving during 2025 attended at least 75% of the aggregate of all meetings of the Board of Directors and all meetings of committees on which such director served during the period the director was on the Board or committee. Each member of the Board of Directors is also encouraged to attend the Annual Meeting. All but one of the members then serving on the Board of Directors attended SIGA's 2025 annual meeting of stockholders.

Director Independence

Based on the review and recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has determined that each of the director nominees aside from Dr. Nguyen, who is the Chief Executive Officer of the Company, is independent (the "Independent Directors") as defined by Nasdaq Stock Market ("Nasdaq") Rule 5605(a)(2).

In assessing the independence of our directors and director nominees, the Nominating and Corporate Governance Committee and the Board of Directors took into account certain transactions, relationships and arrangements involving certain Independent Directors and concluded that such transactions, relationships and arrangements would not interfere with the exercise of independent judgment of such directors in carrying out the responsibilities of a director. In connection with such independence determinations, the Board of Directors considered Mr. Nemirovsky's and Mr. Durnan's prior service as executives of MacAndrews & Forbes Incorporated ("M&F"), a principal stockholder of the Company and, as further described under "Transactions with Related Persons," the lessor of the Company's headquarters.

In addition, based on the review and recommendation by the Nominating and Corporate Governance Committee, the Board of Directors has determined that each member of the Audit and the Compensation Committee meets the heightened independence standards applicable to membership in the applicable committee under the applicable Nasdaq rules.

Committees of the Board of Directors

The Board of Directors is responsible for appointing the members of the standing Audit, Compensation, and Nominating and Corporate Governance Committees. Each member of the Audit, Compensation, and Nominating and Corporate Governance Committees is an Independent Director. In addition, each of the committees of the Board of Directors has a written charter that was approved by the Board of Directors. A copy of each charter is posted on SIGA's website at www.siga.com under the "Governance" section. The information on or accessible through SIGA's website is not incorporated by reference into, and does not form any part of, this proxy statement.

Audit Committee. The Audit Committee, which consists of directors Joseph W. Marshall, III, who serves as chair, Julian Nemirovsky, and Harold E. Ford, Jr., held five meetings during 2025. The Board of Directors has determined that

each of the members of the Audit Committee is "independent" under applicable laws, rules and regulations, including the heightened Nasdaq independence standards and the regulations of the SEC relating to audit committee members. Moreover, the Company has determined that each member of the Audit Committee meets the requirements of financial literacy under applicable Nasdaq rules, and that Mr. Marshall is an "audit committee financial expert" within the meaning of the SEC's Regulation S-K ("Regulation S-K"). The purpose of the Audit Committee is to assist the Board of Directors in the oversight of the integrity of SIGA's financial statements, SIGA's compliance with legal and regulatory matters, the independent registered public accounting firm's qualifications and independence, and the performance of SIGA's independent registered public accounting firm. The primary responsibilities of the Audit Committee are set forth in its charter and include various matters with respect to the oversight of SIGA's accounting and financial reporting process and audits of the financial statements of SIGA on behalf of the Board of Directors. The Audit Committee also selects the independent registered public accounting firm to conduct the annual audit of SIGA's financial statements; reviews the proposed scope of such audit; reviews the Company's accounting and financial controls with the independent registered public accounting firm and our financial accounting staff; and reviews and approves transactions, if any, between us and our directors, officers, and their affiliates. A copy of the Audit Committee charter is available on SIGA's website at www.siga.com under the "Governance" section. Also see the section of this proxy statement entitled "Report of the Audit Committee."

Compensation Committee. The Compensation Committee consists of Gary J. Nabel, M.D., Ph.D., Julian Nemirovsky, who serves as chair, and Holly L. Phillips, M.D. The Compensation Committee held five meetings during 2025. The Board of Directors has determined that each of the members of the Compensation Committee is "independent" under applicable laws, rules and regulations, including the heightened Nasdaq independence standards relating to compensation committee members. The Compensation Committee functions include reviewing and approving the compensation and benefits for SIGA's executive officers, administering SIGA's equity incentive plans and making recommendations to the Board of Directors regarding these matters and overseeing administration of SIGA's clawback policy. A copy of the Compensation Committee charter is available on SIGA's website at www.siga.com under the "Governance" section. Also see the section of this proxy statement entitled "Compensation Discussion and Analysis."

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee (the "Nominating Committee") consists of directors Joseph W. Marshall, III, Jaymie A. Durnan, who serves as chair, and Holly L. Phillips. M.D. The Nominating Committee held three meetings in 2025. The Board of Directors has determined that each of the members of the Nominating Committee is "independent" under applicable laws, rules and regulations, including the Nasdaq listing standards. The Nominating Committee is responsible for reviewing and recommending to the Board of Directors potential nominees for director positions, making recommendations to the Board of Directors regarding the size and composition of the Board of Directors and its committees, monitoring the Board of Directors' effectiveness, and developing and implementing SIGA's corporate governance procedures and policies. In addition, the Nominating Committee is responsible for identifying potential candidates for, and making recommendations to, the full Board with respect to potential successors to SIGA's Chief Executive Officer. A copy of the Nominating Committee charter is available on SIGA's website at www.siga.com under the "Governance" section.

In selecting candidates for the Board of Directors, the Nominating Committee begins by determining the needs of the Board of Directors, taking into consideration whether the incumbent directors, whose terms expire at the annual meeting of stockholders, desire and are qualified to continue their service on the Board of Directors. Based on its review, the Nominating Committee will solicit recommendations for nominees from persons whom the Nominating Committee believes are likely to be familiar with qualified candidates, including members of the Board of Directors and management of SIGA. The Nominating Committee may also engage a professional search firm to assist in the identification of qualified director candidates. As to each recommended candidate that the Nominating Committee believes merits serious consideration, the Nominating Committee will collect information, including by, without limitation, soliciting views from other directors and SIGA's management regarding each candidate and having one or more Nominating Committee members interview each such candidate, as it deems necessary or appropriate in order to make an informed decision with respect to such candidate. The Nominating Committee considers the overall qualifications of prospective nominees for director, including the particular experience, expertise and outlook that they would bring to the Board of Directors. The Nominating Committee does not consider diversity as a separate or independent factor in identifying nominees for director. Based on all available information and relevant considerations, the Nominating Committee will select, for each directorship to be filled, a candidate who, in the view of the Nominating Committee, is most suited for membership on the Board of Directors.

The Nominating Committee has adopted a policy with regard to the minimum qualifications that must be met by a Nominating Committee-recommended nominee for a position on the Board of Directors. Pursuant to this policy, the Nominating Committee generally requires that all candidates for the Board of Directors be of high personal integrity and ethical character and that all non-employee candidates not have any interest that would, in the view of the Nominating Committee, materially impair the candidate's ability to (i) exercise independent judgment or (ii) otherwise discharge the fiduciary duties owed as a director to SIGA and its stockholders. In addition, candidates must be able to represent fairly and equally all stockholders of SIGA without favoring or advancing any particular stockholder or other constituency of SIGA. Candidates must have demonstrated achievement in one or more fields of business, professional, governmental, communal, scientific or educational endeavor. Candidates are expected to have sound judgment and a general appreciation regarding major issues facing public companies of a size and operational scope similar to SIGA, including current governance concerns, regulatory obligations of a public issuer, strategic business planning, competition in a global economy, and basic concepts of corporate finance. Candidates must also have, and be prepared to devote, adequate time to the Board of Directors and its committees. It is expected that, taking into account their other business and professional commitments, including their service on the boards of other companies, each candidate will be available to attend meetings of the Board of Directors and any committees on which the candidate will serve, as well as SIGA's annual meeting of stockholders. SIGA also requires that at least a majority of the directors serving at any time on the Board of Directors are independent, as defined under Nasdaq rules.

The Nominating Committee has adopted a policy, summarized in this paragraph, with regard to the consideration of director candidates recommended by stockholders. The Nominating Committee will consider recommendations for the nomination of directors submitted by holders of SIGA's shares entitled to vote in the election of directors in light of the Nominating Committee's review of the Board of Directors' composition, skills and experiences. While the Nominating Committee has not established a minimum number of shares that a stockholder must own in order to present a nominating recommendation for consideration, or a minimum length of time during which the stockholder must own its shares, the Nominating Committee may take into account the size and duration of a recommending stockholder's ownership interest in SIGA. The Nominating Committee may also consider whether the stockholder making the nominating recommendation intends to maintain an ownership interest in SIGA of substantially the same size as its interest at the time of making the recommendation. The Nominating Committee may refuse to consider recommendations of nominees who do not satisfy the minimum qualifications prescribed by the Nominating Committee for board candidates.

The Nominating Committee has adopted procedures to be followed by stockholders in submitting recommendations of candidates for directors. Pursuant to these procedures, a stockholder (or group of stockholders) wishing to submit a nominating recommendation for an annual meeting of stockholders should arrange to deliver it to SIGA no earlier than 120 calendar days and no later than 90 calendar days prior to the first anniversary of the date of the prior year's annual meeting of stockholders. All stockholder recommendations should be in writing, addressed to the "Nominating and Corporate Governance Committee" in care of SIGA's Secretary at SIGA's principal headquarters, 31 East 62^nd Street, New York, New York 10065. Submissions should be made by mail or courier. In addition, the stockholder must include the consent of the candidate and describe any arrangements or undertakings between the stockholder and the candidate regarding the submission.

Compensation Committee Interlocks and Insider Participation

None.

Code of Ethics

SIGA has adopted a Code of Ethics and Business Conduct that applies to its officers, directors and employees including, without limitation, our Chief Executive Officer, Executive Vice President & Chief Financial Officer, General Counsel, and Executive Vice President & Chief Scientific Officer. The Code of Ethics and Business Conduct is available on SIGA's website at www.siga.com under the "Governance" section. In the event that there is any amendment to or waiver from any provision of the Code of Ethics and Business Conduct that requires disclosure under SEC or Nasdaq rules, SIGA intends to satisfy these disclosure requirements by posting such information on its website, as permitted by Item 5.05(c) of Form 8-K.

Stockholder Communications with the Board of Directors

SIGA stockholders may send communications to the Board of Directors, any committee of the Board of Directors or an individual director. The process for so communicating is posted on SIGA's website at www.siga.com under the "Governance" section.

Board Leadership Structure

SIGA recognizes that different Board leadership structures may be appropriate for SIGA during different periods of time and under different circumstances. As such, the Board of Directors reviews its leadership structure periodically and considers a variety of structures that may be appropriate. The Board of Directors does not have a policy on whether or not the roles of Chief Executive Officer and Chairperson of the Board should be separate, and Company policies do not require a Chairperson of the Board. The Board of Directors believes that it should have the flexibility to make a determination from time to time in a manner that is in the best interests of SIGA and its stockholders at the time of such determination. When assessing its leadership structure, the Board considers a range of factors, including: the composition of skills, experience, perspectives and qualifications of Directors; the performance of Directors in leadership roles, both at the Company Board and at other boards of directors; the specific needs and circumstances of the Company during a given time period; investor feedback; and practices at other companies.

Currently, the Company does not have a Chairperson or a lead independent director ("Lead Director"). This leadership structure allows our Chief Executive Officer to focus her time and energy on operating and managing the Company and leverages the experiences and perspectives of all the Company's directors. When the independent directors go into executive session, or whenever there is a need for a Lead Director, one of the Board committee chairs will act in the capacity of a Lead Director depending on the topic.

Decisions regarding Board leadership structure are made by the full Board based on a recommendation by the Nominating and Corporate Governance Committee. Feedback from stockholders is considered by the Nominating and Corporate Governance Committee and Board when Board leadership structure is being contemplated.

The Board's Role in Risk Oversight

The Board of Directors has an active role, as a whole and at the committee level, in overseeing management of our risks. The Board of Directors regularly reviews information about our financial condition and operations, and the risks associated with each. The Board's Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The Audit Committee oversees management of financial reporting risks and considers the effects of systemic risks inherent in our business. The Nominating Committee manages risks associated with the independence of the Board of Directors, potential conflicts of interest, and risks associated with other governance matters. Although each committee is responsible for evaluating certain risks and overseeing the management of those risks, the entire Board of Directors is regularly informed about them through committee reports. The entire Board regularly reviews the overall risk profile of the Company and receives periodic briefings on any material changes in risk assessments, in particular within the Company's Enterprise Risk Management ("ERM") program. Within the framework of the ERM program, the Board regularly monitors and oversees risk management of key risks, such as cyber-related risks.

Director Compensation

The compensation structure for non-employee directors is outlined below:

During the fiscal year ending December 31, 2025, the non-employee directors of SIGA received total compensation as shown in the following table:

REPORT OF THE AUDIT COMMITTEE

During the 2025 fiscal year, the Audit Committee, operating under its written charter that has been approved by the full Board of Directors, consisted solely of three independent directors, as defined in Nasdaq Rule 5605(a)(2). Our Board of Directors has determined that Joseph W. Marshall, III qualifies as an audit committee financial expert, within the meaning of the regulations of the SEC. The Audit Committee assists the Board of Directors in monitoring the quality and integrity of SIGA's financial statements, the independent registered public accounting firm's qualifications and independence, the performance of the independent registered public accounting firm, SIGA's compliance with applicable legal and regulatory requirements, and SIGA's assessment of financial risk exposures. Management is responsible for SIGA's internal controls and the financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of SIGA's consolidated financial statements and the effectiveness of its internal control over financial reporting in accordance with generally accepted auditing standards and for issuing its reports on those financial statements and related internal controls. The Audit Committee monitors and oversees these processes.

In this context, the Audit Committee has reviewed and discussed the audited consolidated financial statements as of and for the year ended December 31, 2025 and internal control over financial reporting as of December 31, 2025 with management and with PricewaterhouseCoopers LLP ("PwC"), SIGA's independent registered public accounting firm. Also, the Audit Committee has discussed with PwC the matters required to be discussed by the Public Company Accounting Oversight Board ("PCAOB") and the SEC.

The Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence, and has discussed with PwC its audit and other fees and the issue of its independence from SIGA. The Audit Committee has concluded that the fees paid to PwC are compatible with its independence.

Based on its review of the audited consolidated financial statements and the various discussions noted above, the Audit Committee recommended to the Board of Directors that the audited financial statements for the year ended December 31, 2025 be included in SIGA's Annual Report on Form 10-K filed with the SEC. The Audit Committee has also recommended, subject to stockholder ratification, the selection of SIGA's independent registered public accounting firm for the year ending December 31, 2026.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Ownership of Common Stock

The following tables set forth certain information regarding the beneficial ownership of SIGA's voting securities as of April 17, 2026 of (i) each person known to SIGA to own beneficially more than 5% of the outstanding Common Stock, (ii) each director and director nominee of SIGA, (iii) each Named Executive Officer (as defined below) and (iv) all directors and executive officers of SIGA as a group. As of April 17, 2026, a total of 71,724,097 shares of Common Stock were outstanding. Each share of Common Stock is entitled to one vote on matters on which holders of Common Stock are eligible to vote. The column entitled "Percentage of Total Voting Stock Outstanding" shows the percentage of total voting stock beneficially owned by each listed party.

The number of shares beneficially owned is determined under rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days of April 17, 2026, through the exercise or conversion of any stock option, convertible security, warrant or other right. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person's spouse) with respect to all shares of capital stock listed as owned by that person or entity.

MANAGEMENT

Executive Officers

The following table sets forth certain information with respect to the current executive officers of SIGA:

Biographical information for each of our current executive officers is set forth below, other than Dr. Nguyen, whose biographical information is set forth under "Director Nominee Information."

Daniel J. Luckshire has served as Executive Vice President and Chief Financial Officer since February 2011. Prior to joining SIGA, Mr. Luckshire was a strategic advisor and private investor for companies within specialized market segments. Between 1998 and 2008, Mr. Luckshire was an investment banker at Merrill Lynch & Co., where he held various positions of increasing responsibility. Prior to his employment with Merrill Lynch, Mr. Luckshire was a member of the management team that built USI Insurance Services into a national insurance brokerage and was a CPA at PricewaterhouseCoopers LLP. Mr. Luckshire has an M.B.A. in Finance and Strategic Management from The Wharton School of the University of Pennsylvania and a B.S. from Villanova University.

Dennis E. Hruby, Ph.D. has served as Executive Vice President and Chief Scientific Officer since December 2020. From June 2000 to December 2020, Dr. Hruby served as the Vice President and Chief Scientific Officer. From April 1997 through June 2000, Dr. Hruby was our Vice President of Research. From January 1996 through March 1997, Dr. Hruby served as a senior scientific advisor to SIGA. Dr. Hruby is an Adjunct Courtesy Professor of Microbiology at Oregon State University, and from 1990 to 1993 was Director of the Molecular and Cellular Biology Program and Associate Director of the Center for Gene Research and Biotechnology. Dr. Hruby specializes in virology and cell biology research, and the use of viral and bacterial vectors to produce recombinant vaccines as well as antiviral development. He is a member of the American Society of Virology, the American Society for Microbiology and a fellow of the American Academy of Microbiology. Dr. Hruby received a Ph.D. in microbiology from the University of Colorado Medical Center and a B.S. in microbiology from Oregon State University.

Larry Miller has served as General Counsel since March 2024. From December 2019 to March 2024, Mr. Miller served as General Counsel and Secretary of Phathom Pharmaceuticals, Inc., a publicly traded biopharmaceutical company. From March 2019 to November 2019, he served as General Counsel and Secretary of Cyclerion Therapeutics, Inc., also a publicly traded biopharmaceutical company. From July 2015 through September 2018, Mr. Miller served as General Counsel and Secretary of Blue Buffalo Pet Products, a publicly traded premium pet food company acquired by General Mills in April 2018. From October 2000 to July 2005, and July 2006 to June 2015, he served in roles on increasing responsibility at Pfizer Inc including Chief Counsel of its Established Pharmaceuticals and Consumer Healthcare businesses. Earlier in his career, Mr. Miller served as a law clerk on the United States District Court for the Southern District of New York and the United States Court of Appeals for the First Circuit. Mr. Miller received an A.B. from Dartmouth College, magna cum laude, and a J.D. from Columbia Law School.

COMPENSATION DISCUSSION AND ANALYSIS

Overview

The Compensation Committee of the Board of Directors is responsible for reviewing and recommending to the Board of Directors the compensation of our "named executive officers," as such term is defined in Regulation S-K promulgated under the Exchange Act ("Named Executive Officers" or "NEOs"), as well as our other key employees. In this regard, the Compensation Committee has the responsibility to establish a compensation policy for executive officers and key employees designed to (i) attract and retain the best possible executive talent; (ii) tie annual and long-term cash and stock incentives to achievement of corporate and individual performance objectives; (iii) provide competitive compensation to our officers and key employees to align executives' incentives with the maximization of stockholder value, and (iv) serve the short and long-term interests of the Company.

As a general matter, the compensation policy for officers and key employees has historically included a combination of the following:

This section discusses the principles underlying our executive compensation policies, our decisions in 2025 with respect to our Named Executive Officers and the principles that we expect to use in coming years.

Our Named Executive Officers

For 2025, our Named Executive Officers and their titles were:

Our Compensation Philosophy and Program Objectives

The Company's executive compensation program is designed to attract and retain top executive talent, motivate executives to achieve strategic business objectives, and recognize individual performance and overall business performance, with the goal of aligning executive compensation with stockholder interests. The program considers both short-term performance, based on results from the most recent fiscal year, and long-term performance, which reflects the Company's achievements and contributions to sustained stockholder value creation. To support these objectives, the Company has developed a comprehensive compensation strategy that links a substantial portion of executive compensation to performance outcomes.

Our executive compensation program includes the following key elements of compensation:

Our Executive Compensation Decision Process

The Role of the Compensation Committee

Our Compensation Committee reviews and approves the corporate goals and objectives with respect to the compensation for the Company's executive officers, including the Chief Executive Officer. In its discretion, the Compensation Committee may establish cash or equity incentive programs and otherwise award cash bonuses or equity-based awards to executive officers and key employees. Annual incentive compensation to our executive officers is payable pursuant to contractual provisions with certain executives that provide eligibility to receive discretionary bonuses and equity-based awards at the sole discretion of the Board of Directors. The Board of Directors' decisions in such matters have been delegated from time to time to the Compensation Committee. In connection with its review of compensation matters for the Company's executive officers, the Compensation Committee considers a range of factors, including: the executive's performance and long-term contribution to achieving the Company's objectives, the Company's financial performance, economic and business conditions affecting the Company, the financial condition of the Company, information regarding the compensation of similarly situated executives at peer companies, and the historical compensation of Company executives. The Compensation Committee makes recommendations to the Board of Directors with respect to the amounts of cash and/or equity-based awards based on the factors considered.

The Compensation Committee evaluates, at least once a year, the performance of our executive officers and other key employees in light of goals and objectives established by the Compensation Committee. Based upon these evaluations, the Compensation Committee recommends to the full Board of Directors any adjustment for such personnel, including any change to base salary, incentive cash compensation and equity awards. In its evaluation of the Chief Executive Officer, the Compensation Committee considers overall management of the Company; progress in the performance of strategic, regulatory and commercial activities; identification and development of product candidates; identification and assessment of growth opportunities; and the establishment and maintenance of successful relationships with the Company's customers, potential customers, various funding and research partners, the Board of Directors, and stockholders. In its evaluation of the Executive Vice President and Chief Financial Officer, the Compensation Committee considers the Company's financial performance, the Chief Financial Officer's role in achieving our short-term and long-term financial, strategic and operational goals; the contribution to the management of the Company; the relationship with stockholders and potential investors; efforts with respect to financial regulatory compliance (including compliance with any applicable listing rules, the securities laws and all related regulations) and the preparation of and compliance with the Company's budget; and responsiveness in addressing any financial or operational issues as they arise. In its evaluation of the Company's Executive Vice President and Chief Scientific Officer, the Compensation Committee considers achievement of program objectives within budgetary and timeline requirements; the contribution to key short-term and long-term business and science initiatives; the contribution to scientific, regulatory and clinical responses to emerging trends; relationships with regulators and current and possible future scientific partners; compliance with contract and grant requirements; and management of the Company's research and development personnel located in Corvallis, Oregon. In its evaluation of the General Counsel and Corporate Secretary, the Compensation Committee considers the Company's compliance with applicable laws and regulations, the General Counsel's role in mitigating organizational risks and minimizing corporate exposure including leading the development of SIGA's risk management program; the General Counsel's role in managing the SIGA intellectual property portfolio and advising the Company on the potential impacts and strategies to address potential generic challenges; and leading the assessment of potential transactions, including: advising management and the project team on business risks inherent in the transaction, including intellectual property matters; mitigating risks to the extent possible through agreement negotiations and drafting; and leading the legal structuring and closing of transactions and mitigating transaction risks through negotiation and drafting. For all of our Named Executive Officers, the Compensation Committee considers performance in connection with government contracts.

The Role of Executive Officers in Setting Compensation Decisions

Regarding most compensation matters, the Chief Executive Officer has historically provided recommendations to the Compensation Committee, relying on her personal experience with respect to evaluating the contribution of our other executive officers. The Compensation Committee considers, but retains the right to reject or modify, such recommendations. Although the Chief Executive Officer may attend a portion of the meetings of the Compensation Committee, neither the Chief Executive Officer nor any other member of management may be present during executive sessions of the Compensation Committee. Moreover, the Chief Executive Officer may not be present when decisions with respect to her compensation are made.

The Role of the Independent Compensation Consultants

The Compensation Committee has the authority to retain compensation consultants to advise the Compensation Committee as it deems necessary to carry out its duties. In 2025, the Compensation Committee used the services of Pay Governance LLC ("Pay Governance") as its independent compensation consultant in accordance with its Committee Charter. The Compensation Committee has the discretion to use analyses prepared by the consultant as part of its review of SIGA's executive compensation practices. The consultant reports directly to the Compensation Committee, and the Compensation Committee has the final authority to hire and terminate the consultant.

Pay Governance is available to attend meetings of the Compensation Committee when requested, and is available to communicate with the committee chairperson between meetings; however, the Compensation Committee makes all decisions regarding any compensation matters that are discussed with Pay Governance.

Pay Governance does not provide any consulting advice to SIGA other than these services to the Compensation Committee. In retaining Pay Governance, the Compensation Committee has considered the independence factors required under Nasdaq rules.

The Role of Competitive Market Data and Benchmarking

When reviewing the compensation of the Chief Executive Officer and other executive officers, the Compensation Committee evaluates multiple factors including compensation awarded to executives of similarly situated companies, the Company's performance, individual performance and long-term contributions, historical pay levels, anticipated changes in responsibility, and other relevant considerations that the Compensation Committee deems appropriate. As necessary, the Compensation Committee works with its independent consultants to establish reasonable market benchmarks using data from well-recognized compensation survey providers and general market knowledge. Additionally, the Company maintains a peer group of comparable publicly traded companies that is annually reviewed in consultation with the Compensation Committee's independent compensation consultant and serves as a reference point, reflective of the competitive labor market for talent. The selection of peer companies is based on a variety of factors, including:

Our goal is to maintain a robust dataset while generally positioning SIGA around market median of sizing criteria. We believe that this peer group is an appropriate benchmarking set due to comparable quantitative and qualitative metrics and these companies may compete with us for executives and other employees.

The group of companies in the current peer group consist of:

The Role of Stockholder Advisory Votes on Named Executive Officer Compensation

The Company's stockholders are provided with an opportunity to cast a non-binding say-on-pay advisory vote on the Company's named executive compensation program every three years and a non-binding say-on-frequency

advisory vote on the frequency of the say-on-pay advisory vote every six years. At the Company's annual meeting held in June 2023, more than 90% of the votes cast supported our Company's executive compensation program. In addition, a majority of stockholders voted to continue the practice of submitting named executive officer compensation to a stockholder advisory vote every three years. The Compensation Committee will continue to consider the outcome of our past and future advisory vote proposals when making future compensation decisions for the Named Executive Officers. The next say-on-frequency advisory vote will be held at the Company's annual meeting in fiscal year 2029.

OUR 2025 EXECUTIVE COMPENSATION PROGRAM IN DETAIL

Base Salary

The compensation philosophy of the Company is to maintain executive base salary at a competitive level to attract and retain the executives and key talent needed to accomplish the Company's goals. In determining appropriate base salary levels and, to a lesser extent, other compensation elements, the Compensation Committee considers factors including scope of responsibility, prior experience, past accomplishments, anticipated changes in responsibilities, and historical practices within the Company. Additionally, economic, legal and business conditions affecting the Company are also considered.

Periodic adjustments in base salary may be merit-based with respect to individual performance, tied to the Company's financial condition, specified in executives' employment agreements, or based on other competitive factors. The Compensation Committee also considers the effect of any transaction outside of the ordinary course of business that has been consummated during the relevant year and, where appropriate, also considers non-financial performance measures. These include the Company's competitive position, scientific developments and improvements in relations with employees and stakeholders.

For each of Dr. Nguyen, Mr. Luckshire, Dr. Hruby, and Mr. Miller, we paid the annual base salary in 2025 as set forth below and in accordance with such executive's employment agreement, as adjusted. The base salaries paid to Dr. Nguyen, Mr. Luckshire, Dr. Hruby, and Mr. Miller in 2025 represent an increase of approximately 3% over their base salaries in 2024.

Annual Incentive Compensation

The Compensation Committee, in its discretion, may establish cash incentive programs and otherwise award bonuses to executive officers and key employees. Annual incentive compensation to our executive officers is payable pursuant to contractual provisions with certain executives that provide eligibility to receive bonuses, in the sole discretion of the Board of Directors or Compensation Committee based on the executive's performance, economic and business conditions affecting the Company, and the financial condition of the Company. The Compensation Committee approves or makes recommendations to the Board of Directors with respect to annual incentive compensation.

For the 2025 performance year, the Board of Directors approved cash bonuses for executive officers based on the recommendation of the Compensation Committee. The Compensation Committee evaluated the performance of executive officers, and set cash bonus eligibility, within the context of the Company's overall performance. Performance has been assessed by the Compensation Committee and the Board of Directors based upon a range of considerations.

Key corporate goals, as established early each year, provide the Compensation Committee and the Board of Directors with a guide for reviewing executive officer performance in the context of the Company's operating, business and regulatory environments. Such goals measure progress in the context of strategic, financial, commercial and regulatory activities that are believed to create, maximize and/or protect enterprise value. These corporate goals are heavily weighted toward activities important in the successful performance of existing and new government contracts (domestic and/or international), the pursuit of emerging opportunities, continued and substantive R&D and regulatory progress in connection with TPOXX, and the building of capabilities that would support long-term growth at the Company. Executives were eligible to earn a cash bonus, based on the achievement of pre-specified corporate goals, as well as achievement of corporate goals added during the year in response to new or evolving opportunities and risks, in

combination with other considerations as contemplated by the Compensation Committee and the Board of Directors. The target annual bonus in 2025 (the "Target Annual Cash Bonus") is equivalent to 50% of annual base salary for Dr. Nguyen and Mr. Miller and is equivalent to 75% of annual base salary for Mr. Luckshire and Dr. Hruby.

A summary of key corporate goals considered by the Compensation Committee and the Board of Directors for the 2025 performance year is as follows:

For the 2025 performance year, based on a range of considerations including performance in the context of corporate goals and each individual's contribution to Company performance (as discussed below), the Compensation Committee recommended to the Board of Directors that Dr. Nguyen, Mr. Luckshire, Dr. Hruby and Mr. Miller be paid a performance cash bonus equivalent to their Target Annual Cash Bonus as follows:

In the Compensation Committee's evaluation of Dr. Nguyen's contribution to the Company's performance, a broad range of factors were considered, including: Dr. Nguyen's role in the Company's performance in the context of corporate goals; the overall management of the Company; progress in the performance of strategic, regulatory and commercial activities; identification and development of product candidates; identification and assessment of growth opportunities; the establishment and maintenance of successful relationships with the Company's customers, potential customers, various funding and research partners, the Board of Directors and stockholders; and Dr. Nguyen's leadership with respect to government procurement and development contracts and business development initiatives.

In the Compensation Committee's evaluation of Mr. Luckshire's contribution to the Company's performance, a broad range of factors were considered, including: Mr. Luckshire's role in the Company's performance in the context of corporate goals; Mr. Luckshire's contribution to the management of the Company; Mr. Luckshire's relationships with stockholders and potential investors; Mr. Luckshire's efforts with respect to financial regulatory compliance (including compliance with any applicable listing rules, securities laws and all related regulations), and the preparation of and compliance with the Company's budget; Mr. Luckshire's responsiveness in addressing any timely financial or operational developments as they arose; and Mr. Luckshire's substantive role in the operational performance of the Company and the performance of government procurement contracts.

In the Compensation Committee's evaluation of Dr. Hruby's contribution to the Company's performance, a broad range of factors were considered, including: Dr. Hruby's role in the Company's performance in the context of corporate goals; Dr. Hruby's achievement of development program objectives within budgetary requirements; Dr. Hruby's contribution to key business initiatives; Dr. Hruby's relationships with regulators and current and possible future

scientific partners; compliance with government contract requirements; Dr. Hruby's management of the Company's research and development personnel located in Corvallis, Oregon; Dr. Hruby's contribution to scientific, regulatory and clinical responses to emerging trends and regulatory requests; and Dr. Hruby's substantial role in the performance of TPOXX development activities.

In the Compensation Committee's evaluation of Mr. Miller's contribution to the Company's performance, a broad range of factors were considered, including: Mr. Miller's role in the Company's performance in the context of corporate goals; Mr. Miller's strategic contribution to the Board of Directors and the management team; the achievement of legal objectives within budgetary requirements; and Mr. Miller's responsiveness in addressing any strategic and legal developments as they arose. Mr. Miller also played a pivotal role in reviewing potential strategic investments and in maintaining the Company's ERM program with input from senior management and subject matter experts as appropriate.

The cash bonuses for Dr. Nguyen, Mr. Luckshire, Dr. Hruby and Mr. Miller were paid in March 2026.

We believe that our annual incentive bonus program motivates and encourages our executives to fulfill or exceed our objectives and provides us with the opportunity to maximize long-term value creation for the Company.

Long-Term Equity Incentive Awards

The Compensation Committee believes that granting equity-based incentives can provide executive officers and employees with a strong economic interest in maximizing stock price appreciation over the long term. The Compensation Committee also believes that the practice of granting equity-based incentives can be useful in retaining and recruiting the key talent necessary to ensure the Company's continued success. This element of compensation is governed by the 2010 Plan, which provides for grants of incentive stock options; nonqualified stock options ("Options"); stock appreciation rights ("SARs"); restricted stock units ("RSUs"); performance based restricted stock units ("PSUs"); and shares of restricted and unrestricted stock to our executives, directors, employees, and key consultants. The 2010 Plan is administered by our Compensation Committee, which takes into account management's recommendations concerning persons to be granted awards, and determines the number of and type of equity-based awards to be granted to each such person, and the terms and conditions of any grant as permitted under the 2010 Plan.

In determining whether to grant a share-based award to a Named Executive Officer and if so, in assessing the size and structure of a share-based award, the Compensation Committee considers not only competitive market factors, changes in responsibility, prior year compensation and the Named Executive Officer's performance, but also the number, term and vesting of stock-based awards previously granted to the officer. The Compensation Committee may also consider the total compensation package or changes made thereto, when determining whether to make a stock-based award. The number of shares granted to a Named Executive Officer, if any, is determined by the Compensation Committee based on its consideration of the nature of the Named Executive Officer's individual responsibilities and short and long-term contributions. In connection with its review of compensation matters for the Company's Named Executive Officers, the Compensation Committee also reviews information regarding the overall compensation, including stock-based awards, of similarly situated executives at peer companies.

Long-term equity incentive compensation granted in 2025 represented, on average, approximately 43% of the Named Executive Officers' total compensation for the year (based on the grant date fair value of equity awards, with PSUs measured at target performance levels). We believe this emphasis on equity, and particularly performance-based equity, strongly reinforces the principle of "pay for performance" and closely ties our Named Executive Officers' pay outcomes to stockholder value creation. We also use equity awards as our incentive vehicle for long-term compensation to attract, reward and retain our Named Executive Officers. We typically grant equity awards in the first quarter of each year. Throughout the year, our Compensation Committee may recommend awarding additional equity grants as circumstances warrant.

2025 Annual Equity Awards

In early 2025, the Compensation Committee determined that the annual long-term equity incentive compensation awards for our Named Executive Officers should consist of fifty percent (50%) RSUs and fifty percent (50%) PSUs. For PSUs, the Compensation Committee further determined that one-third of the PSU awards should be based on the Company's performance with respect to the entry into a new procurement contract with the U.S. government meeting certain volume, pricing and duration criteria, prior to the first anniversary of the date of grant, and the remaining two-thirds of the PSU awards will have performance criteria determined on future anniversaries of the date of grant.

2025 Target Annual Awards

OTHER COMPENSATION PRACTICES, POLICIES AND GUIDELINES

Clawback Policy

We have adopted a clawback policy that requires the recovery of certain erroneously paid incentive compensation received by our Section 16 officers on or after October 2, 2023, as required by the SEC rules and Nasdaq Listing Standards implemented pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act. Under our clawback policy, in the event that we are required to prepare an accounting restatement for periods ending on or after October 2, 2023, we will attempt to recover from our current or former executive officers the pre-tax amount of any erroneously awarded incentive compensation. For purposes of the clawback policy, incentive compensation means any compensation that is granted, earned or vested based wholly or in part upon the attainment of any measures determined and presented in accordance with the accounting principles used in preparing our financial statements, and any measures that are derived wholly or in part from such measures including GAAP and non-GAAP financial measures, as well as stock or share price and total shareholder return.

Common Stock Ownership Requirements

While we have not adopted a formal written policy on common stock ownership requirements, part of our compensation philosophy involves common stock ownership by our executive officers because we believe that it helps align their financial interests with those of our stockholders.

Hedging Policy

Pursuant to the Company's securities trading policy, directors and officers (as well as all other employees) of the Company are prohibited from engaging in "hedging" transactions, such as prepaid variable forwards, equity swaps, collars and exchange funds unless pre-cleared by the Company's General Counsel, and are also prohibited from short-selling Company securities (i.e., selling Company securities that the officer, other employee or director does not own in the expectation that the price will decline), in a manner which is contrary to the provisions of Section 16(c) of the Exchange Act, regardless of whether Section 16(c) applies to such person.

Insider Trading Policies and Procedures

The Company has adopted insider trading policies and procedures governing the purchase, sale, or other disposition of its securities by its directors, officers and employees. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and exchange listing standards applicable to the Company. The policy prohibits our directors, officers, employees, and certain other covered persons from unlawfully trading in Company securities and related securities while aware of material non-public information about the Company or its securities. Additionally, these individuals are also prohibited from trading securities during various times throughout the year and must receive preclearance from our General Counsel prior to trading. A copy of our insider trading policy is incorporated by reference as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Practices Related to the Grant of Equity Awards

The Company does not have a formal policy regarding the timing of awards of stock options in relation to the disclosure of material nonpublic information by the Company. The Board of Directors approves all equity awards granted to our NEOs on or before the grant date and annual equity awards are generally granted effective after our applicable fiscal year-end earnings release so that the equity-based awards are granted (and valued) at a point in time when the most important information about our Company then known to management and our Board of Directors is likely to have been disseminated in the market. The Board of Directors may also grant equity awards at other times during the year due to special circumstances, including to new executive officers upon hire or promotion or a change in an executive officer's role. The Compensation Committee or its delegees approve equity awards to other employees of the Company on or before the grant date consistent with the timing of equity awards granted to our NEOs. As a matter of good corporate governance, we do not grant equity awards in anticipation of the release of material nonpublic information and, in any event, we do not time the release of material nonpublic information in coordination with grants of equity awards in a manner that intentionally benefits our NEOs, directors or any other employees.

During fiscal year 2025, the Company did not grant stock options (or similar awards) to any NEO during any period beginning four business days before and ending one business day after the filing of any company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any company Form 8-K that disclosed any material non-public information.

Additional Benefits and Perquisites

Our executive officers and key employees are entitled to participate in the benefit plans which are generally available to all employees, including health, dental, life, and accidental disability. For each of these benefit plans, the Company makes contributions to the premiums paid to the plans. The Company also offers a 401(k) defined contribution plan, but it makes no contribution to the 401(k) plan. In each case, we provide these benefits to our executive officers on the same basis as our other employees.

Severance and Change of Control Agreements

We provide our executive officers with severance and change of control arrangements in their employment agreements. The severance and change of control arrangements are intended to provide our executive officers with a sense of security in making the commitment to dedicate their professional careers to our success. Due to our size relative to other public companies and our operating history, we believe that severance and change of control arrangements are necessary to help us attract and retain necessary skilled and qualified executive officers to continue to grow our business. Details with respect to our severance and change of control arrangements with our executive officers are set forth below under the heading "Potential Payments upon Termination or Change of Control."

Tax and Accounting Considerations

The Compensation Committee takes into account the deductibility of compensation and the accounting treatment of such compensation in determining Named Executive Officer compensation. However, the Compensation Committee retains its discretion to authorize compensation payments notwithstanding such tax or accounting consequences, based on an overall assessment of the applicable circumstances.

COMPENSATION COMMITTEE REPORT

The Compensation Committee, comprised of independent directors, has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on the review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Summary Compensation Table

The following table sets forth the total compensation of the Company's Named Executive Officers for the last three fiscal years ended December 31, 2025:

Grants of Plan-Based Awards

Equity Awards

All of the equity awards disclosed in the Grants of Plan-Based Awards table were issued under the 2010 Plan.

Outstanding Equity Awards at Fiscal Year End

Outstanding Equity Awards at Fiscal Year End

The following table provides certain summary information concerning unexercised options and equity incentive plan awards for each Named Executive Officer as of December 31, 2025:

Employment Agreements

We are party to employment-related agreements with each of our Named Executive Officers, as described below.

Diem Nguyen, Ph.D. - Chief Executive Officer

In connection with Dr. Nguyen's appointment as Chief Executive Officer, the Company and Dr. Nguyen entered into an employment agreement, dated January 19, 2024 (the "Nguyen Agreement"), pursuant to which the Company has agreed to pay Dr. Nguyen an annual base salary of $900,000, subject to automatic increases each calendar year beginning in 2025 generally equal to three percent (3%). Further, for calendar year 2024, the Company agreed to pay Dr. Nguyen an annual bonus of $450,000. Beginning with calendar year 2025, Dr. Nguyen is eligible to (i) participate in the Company's annual bonus program with a target bonus opportunity equal to fifty percent (50%) of her then current base salary, subject to the achievement of any applicable performance criteria and goals (the "Target Annual Bonus") and (ii) receive annual equity awards with a target aggregate grant date value opportunity equal to 300% of her annual base salary, with the actual amount granted to be determined by the Compensation Committee based on the achievement of applicable performance criteria and goals.

In addition, to replace certain compensation opportunities that were forfeited in connection with Dr. Nguyen assuming the Chief Executive Officer role of the Company, the Company agreed to (i) pay Dr. Nguyen a cash bonus of $450,000 (the "Sign-On Bonus"); provided that Dr. Nguyen was required to repay the Sign-On Bonus, net of taxes, to the Company if she had resigned her employment without Good Reason or if her employment was terminated by the Company for Cause (each term as defined in the Nguyen Agreement), in each case, prior to January 27, 2025, and (ii) make Dr. Nguyen a grant of Options with a grant date value of $450,000, pursuant to the Company's 2010 Plan, which will vest 50% on each of the first two anniversaries of the Dr. Nguyen's commencement date, subject to Dr. Nguyen's continued employment or service with the Company through the applicable vesting date. Additionally, the Company agreed to grant Dr. Nguyen the following sign-on equity awards pursuant to the 2010 Plan: (A) RSUs with a grant date value of $900,000, which will vest one-third on each of the first three anniversaries of the Commencement Date; (B) PSUs with a grant date value equal to $900,000, which will be eligible to vest in three equal installments based upon achievement of a sustained stock price (the closing price of Common Stock over any ninety (90) consecutive trading day period) with 1/3 of such PSUs vesting on a sustained stock price of $7.00, 1/3 of such PSUs vesting on a sustained stock price of $8.00 and 1/3 of such PSUs vesting on a sustained stock price of $9.00; and (C) Options with a grant date value of $900,000, which will vest one-third on each the first three anniversaries of Dr. Nguyen's commencement date; in each case, vesting will also be subject to Dr. Nguyen's continued employment or service with the Company through the applicable vesting date.

Details with respect to our severance obligations to Dr. Nguyen and the applicable post-employment restrictive covenants are set forth below under the heading "Potential Payments upon Termination or Change of Control."

Daniel J. Luckshire - Executive Vice President and Chief Financial Officer

Pursuant to the amended and restated employment agreement (the "Luckshire Agreement") that became effective on April 12, 2016 (the effective date of the Plan of Reorganization filed with the Bankruptcy Court for the Southern District of New York in connection with the Company's then-pending chapter 11 case (as amended the "POR")), we agreed to pay to Mr. Luckshire an annual base salary of $506,480, subject to an automatic annual increase of three percent (3%) above the amount of his base salary in effect at the end of the prior calendar year. The automatic increase terminates upon the third anniversary of the occurrence of a Change of Control (as defined in the Luckshire Agreement). The Compensation Committee may increase Mr. Luckshire's base salary by additional discretionary amounts but any such additional discretionary amounts shall be disregarded when calculating the amount of any automatic annual increase in Mr. Luckshire's base salary. Effective January 1, 2018, Mr. Luckshire's base salary was adjusted to $600,000 pursuant to review and approval by the Compensation Committee.

On October 1, 2024, under an amendment to the Luckshire Agreement (the "2024 Luckshire Amendment"), the mix of Mr. Luckshire's incentive compensation opportunities increased the use of long-term incentives and thereby further aligned his interests with the long-term interests of the Company and its stockholders. Pursuant to the 2024 Luckshire Amendment, Mr. Luckshire is eligible to: (i) earn a target annual bonus equal to (A) with respect to 2024, 100% of annual base salary, (B) with respect to 2025, 75% of annual base salary and (C) with respect to 2026 and each calendar year thereafter, 50% of annual base salary and (ii) receive grants of equity awards with a target aggregate grant date value equal to (A) in 2025, 50% of annual base salary, (B) in 2026, 75% of annual base salary and (C) in 2027 and each calendar year thereafter, 100% of annual base salary. The term of his employment expired at the end of the two year anniversary from when the agreement became effective

and automatically renews for additional one year periods unless notice of non-renewal is given; provided, however, that the agreement shall not automatically renew upon the expiration of any subsequent term that ends following the third anniversary of the occurrence of a Change of Control.

Details with respect to our severance obligations to Mr. Luckshire and applicable post-employment restrictive covenants are set forth below under the heading "Potential Payments upon Termination or Change of Control."

Dennis E. Hruby, Ph.D. - Executive Vice President and Chief Scientific Officer

Pursuant to the amended and restated employment agreement (the "Hruby Agreement") that became effective on April 12, 2016 (the effective date of the POR), we agreed to pay to Dr. Hruby an annual base salary of $562,755, subject to an automatic annual increase of three percent above the amount of his base salary in effect at the end of the prior calendar year. The automatic annual increase terminates upon the third anniversary of the occurrence of Change of Control (as defined in the Hruby Agreement). The Compensation Committee may increase Dr. Hruby's base salary by additional discretionary amounts but any such additional discretionary amounts shall be disregarded when calculating the amount of any automatic annual increase in Dr. Hruby's base salary.

On October 1, 2024, under an amendment to the Hruby Agreement (the "2024 Hruby Amendment"), the mix of Dr. Hruby's incentive compensation opportunities increased the use of long-term incentives and thereby further aligned his interests with the long-term interests of the Company and its stockholders. Pursuant to the 2024 Hruby Amendment, Dr. Hruby is eligible to: (i) earn a target annual bonus equal to (A) with respect to 2024, 100% of annual base salary, (B) with respect to 2025, 75% of annual base salary and (C) with respect to 2026 and each calendar year thereafter, 50% of annual base salary and (ii) receive grants of equity awards with a target aggregate grant date value equal to (A) in 2025, 50% of annual base salary, (B) in 2026, 75% of annual base salary and (C) in 2027 and each calendar year thereafter, 100% of annual base salary. The term of his employment expired at the end of the two year anniversary from when the agreement became effective and automatically renews for additional one year periods unless notice of non-renewal is given; provided, however, that the agreement shall not automatically renew upon the expiration of any subsequent term that ends following the third anniversary of the occurrence of a Change of Control.

Details with respect to our severance obligations to Dr. Hruby and the applicable post-employment restrictive covenants are set forth below under the heading "Potential Payments upon Termination or Change of Control."

Larry Miller - General Counsel and Corporate Secretary

In connection with Mr. Miller's appointment as General Counsel, the Company and Mr. Miller entered into an employment agreement, dated February 26, 2024 (the "Miller Agreement"), pursuant to which the Company agreed to pay Mr. Miller an annual base salary of $675,000, subject to annual increases at the discretion of the Compensation Committee. Further, for calendar year 2024, the Company agreed to pay Mr. Miller an annual bonus of $337,500. Beginning with calendar year 2025, Mr. Miller is eligible to (i) participate in the Company's annual bonus program with a target bonus opportunity equal to fifty percent (50%) of his then current base salary, subject to the achievement of any applicable performance criteria and goals ("Target Annual Bonus") and (ii) receive annual equity awards with a target aggregate grant date value opportunity equal to 100% of his annual base salary, with the actual amount granted to be determined by the Compensation Committee of the Board based on the achievement of applicable performance criteria and goals.

In addition, to replace certain compensation opportunities that were forfeited in connection with Mr. Miller assuming the General Counsel role of the Company, the Company agreed to (i) issue Mr. Miller Common Stock with a grant date value of $417,000; and (ii) make Mr. Miller a grant of Options with a grant date value of $417,000, pursuant to the Company's 2010 Plan, which will vest 50% on each of the first two anniversaries of Mr. Miller's commencement date subject to Mr. Miller's continued employment or service with the Company through the applicable vesting date. Additionally, the Company has agreed to grant Mr. Miller the following sign-on equity awards pursuant to the 2010 Plan: (i) RSUs with a grant date value of $173,361, which will vest one-third on each of the first three anniversaries of the Commencement Date; (ii) PSUs with a grant date value equal to $173,361, which will be eligible to vest in three equal installments based upon achievement of a sustained stock price (the closing price of Common Stock over any 90 consecutive trading day period) with 1/3 of such PSUs vesting on a sustained stock price of $7.00, 1/3 of such PSUs vesting on a sustained stock price of $8.00 and 1/3 of such PSUs vesting on a sustained stock price of $9.00; and (iii) Options with a grant date value of $173,361, which will vest one-third on each the first three anniversaries of Mr. Miller's commencement date, in each case, vesting will also be subject to Mr. Miller's continued employment or service with the Company through the applicable vesting date.

Details with respect to our severance obligations to Mr. Miller and the applicable post-employment restrictive covenants are set forth below under the heading "Potential Payments upon Termination or Change of Control.

Option Exercises and Stock Vested

The following table sets forth any exercises of stock options and the vesting of restricted stock units for each of the Named Executive Officers for the year ended December 31, 2025:

Potential Payments upon Termination or Change of Control

Severance Arrangement for Diem Nguyen, Ph.D.

The following table and footnotes describe and quantify the potential payments to Dr. Nguyen pursuant to the Nguyen Agreement upon a qualifying termination of employment effective as of December 31, 2025:

If Dr. Nguyen's employment is terminated or the Nguyen Agreement is not renewed by the Company without Cause (as defined in the Nguyen Agreement) or if Dr. Nguyen terminates her employment for Good Reason (as defined in the Nguyen Agreement), she will be entitled to the following: (i) a cash amount equal two (2) times Dr. Nguyen's then-current annual base salary; (ii) Dr. Nguyen's 2025 Target Annual Cash Bonus; (iii) the Company shall take all such action as is necessary such that all Options and RSUs shall immediately and irrevocably vest and, to the extent applicable, become exercisable as of the date of termination and shall remain exercisable for a period of not less than one (1) year from the date of termination, or, if earlier, the expiration of the term of such Option; (iv) any PSUs that are outstanding and unvested as of immediately prior to such termination shall continue to be eligible to vest in accordance with the terms of the award and subject to achievement of the applicable performance goals, as if Dr. Nguyen's employment with the Company had not terminated, and (v) 12 months of Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") coverage at active employee rates.

If Dr. Nguyen's employment is terminated or the Nguyen Agreement is not renewed by the Company other than for Cause or if Dr. Nguyen terminates her employment for Good Reason, in each case, during the period that begins 90 days prior to the occurrence of the Change of Control (defined as a "sale event" in the 2010 Plan) and that ends two years following a change of control (the "Change of Control Period"), she will be entitled to the following: (i) a cash amount equal to three (3) times the sum of Dr. Nguyen's then-current annual base salary and Dr. Nguyen's 2025 Target Annual Cash Bonus; (ii) the Company shall take all such action as is necessary such that all of Dr. Nguyen's equity grants shall immediately and irrevocably vest and, to the extent applicable, become exercisable as of the date of termination and shall remain exercisable for a period of not less than one (1) year from the date of termination, or, if earlier, the expiration of the term of such equity award, and (iii) 18 months of COBRA coverage at active employee rates.

Severance Arrangement for Daniel J. Luckshire

The following table and footnotes describe and quantify the potential payments to Mr. Luckshire pursuant to the Luckshire Agreement and Luckshire October Amendment upon a qualifying termination of employment effective as of December 31, 2025:

If Mr. Luckshire's employment is terminated or the Luckshire Agreement (as amended) is not renewed by the Company without Cause (as defined in the Luckshire Agreement) or if Mr. Luckshire terminates his employment for Good Reason (as defined in the Luckshire Agreement), he will be entitled to the following: (i) the continued payment of his salary for one (1) year and (ii) the Company shall take all such action as is necessary such that all of Mr. Luckshire's equity grants shall immediately and irrevocably vest and, to the extent applicable, become exercisable as of the date of termination and shall remain exercisable for a period of not less than one (1) year from the date of termination, or, if earlier, the expiration of the term of such equity award.

If Mr. Luckshire's employment is terminated or the Luckshire Agreement (as amended) is not renewed by the Company other than for Cause or if Mr. Luckshire terminates his employment for Good Reason, in each case, during the Change of Control Period, he will be entitled to the following: (i) a cash amount equal to two (2) times the sum of Mr. Luckshire's then-current annual base salary and the target annual bonus; (ii) the Company shall take all such action as is necessary such that all of Mr. Luckshire's equity grants shall immediately and irrevocably vest and, to the extent applicable, become exercisable as of the date of termination and shall remain exercisable for a period of not less than one (1) year from the date of termination, or, if earlier, the expiration of the term of such equity award; and (iii) 18 months of COBRA coverage at active employee rates.

Severance Arrangement for Dennis E. Hruby, Ph.D.

The following table and footnotes describe and quantify the potential payments to Dr. Hruby pursuant to the Hruby Agreement and Hruby October Amendment upon a qualifying termination effective as of December 31, 2025:

If Dr. Hruby's employment is terminated or the Hruby Agreement (as amended) is not renewed by the Company without Cause (as defined in the Hruby Agreement) or if Dr. Hruby terminates his employment for Good Reason (as defined in the Hruby Agreement), he will be entitled to the following: (i) the continued payment of his salary for two (2) years (except in the case of non-renewal, in which event such continued payment will be for one (1) year) and (ii) the Company shall take all such action as is necessary such that all of Dr. Hruby's equity grants shall immediately and irrevocably vest and, to the extent applicable, become exercisable as of the date of termination and shall remain exercisable for a period of not less than one (1) year from the date of termination, or, if earlier, the expiration of the term of such equity award.

If Dr. Hruby's employment is terminated or the Hruby Agreement (as amended) is not renewed by the Company other than for Cause or if Dr. Hruby terminates his employment for Good Reason, in each case, during the Change of Control Period, he will be entitled to the following: (i) the continued payment of his salary for two (2) years; (ii) a pro

rata portion of the target annual bonus for the year of termination; and (iii) the Company shall take all such action as is necessary such that all of Dr. Hruby's equity grants shall immediately and irrevocably vest and, to the extent applicable, become exercisable as of the date of termination and shall remain exercisable for a period of not less than one (1) year from the date of termination, or, if earlier, the expiration of the term of such equity award.

Severance Arrangement for Larry Miller

The following table and footnotes describe and quantify the potential payments to Mr. Miller pursuant to the Miller Agreement upon a qualifying termination effective as of December 31, 2025:

If Mr. Miller's employment is terminated or the Miller Agreement is not renewed by the Company without Cause (as defined in the Miller Agreement) or if Mr. Miller terminates his employment for Good Reason (as defined in the Miller Agreement), he will be entitled to the following: (i) the continued payment of his salary for one (1) year; (ii) Mr. Miller's 2025 Target Annual Cash Bonus; (iii) the Company shall take all such action as is necessary such that all Options and RSUs shall immediately and irrevocably vest and, to the extent applicable, become exercisable as of the date of termination and shall remain exercisable for a period of not less than one (1) year from the date of termination, or, if earlier, the expiration of the term of such equity award; (iv) any PSUs that are outstanding and unvested as of immediately prior to such qualifying termination shall continue to be eligible to vest in accordance with the terms of the award and subject to achievement of the applicable performance goals, as if Mr. Miller's employment with the Company had not terminated and (v) 12 months of COBRA coverage at active employee rates.

If Mr. Miller's employment is terminated or the Miller Agreement is not renewed by the Company other than for Cause or if Mr. Miller terminates his employment for Good Reason, in each case, during the Change of Control Period, he will be entitled to the following: (i) a cash amount equal to two (2) times the sum of Mr. Miller's then-current annual base salary and Mr. Miller's 2025 Target Annual Cash Bonus; (ii) the Company shall take all such action as is necessary such that all of Mr. Miller's equity grants shall immediately and irrevocably vest and, to the extent applicable, become exercisable as of the date of termination and shall remain exercisable for a period of not less than one (1) year from the date of termination, or, if earlier, the expiration of the term of such equity award; and (iii) 18 months of COBRA coverage at active employee rates.

Restrictive Covenant Provisions

Pursuant to the applicable employment arrangements with Dr. Nguyen, Mr. Luckshire, Dr. Hruby, and Mr. Miller, during the respective terms thereof plus an additional twelve (12) months thereafter for Mr. Luckshire and Mr. Miller, an additional eighteen (18) months thereafter for Dr. Nguyen, and an additional twenty-four (24) months thereafter for Dr. Hruby, each executive officer has agreed not to engage in any competitive business with us, induce our employees to terminate their employment or solicit our customers. We have agreed to indemnify each of them under their respective employment arrangements for liabilities incurred because of their employment and to provide each of them with the full protection of any directors' and officers' liability insurance policies maintained generally for the benefit of our officers.

CEO Pay Ratio

Our CEO Pay Ratio was calculated in compliance with the requirements set forth in Item 402(u) of Regulation S-K. Based on SEC rules for this disclosure and applying the methodology described below, we determined that our median employee's total compensation was $128,097. The annual total compensation of Dr. Nguyen, as set forth in the summary compensation table in this proxy statement, was $3,244,492. Accordingly, our CEO to Employee Pay Ratio is approximately 25:1.

We identified the median employee using our employee population as of December 31, 2025. We used a consistently applied compensation measure - W-2 earnings - across our employee population (excluding Dr. Nguyen) as of such date in order to identify the median employee.

Once the median employee was identified as described above, that employee's total annual compensation for 2025 was determined using the same rules that apply to reporting the compensation of our Named Executive Officers (including our Chief Executive Officer) in the "Total" column of the Summary Compensation Table. The total compensation amounts included in the first paragraph of this pay-ratio disclosure were determined based on that methodology. The SEC's pay ratio disclosure rules permit the use of estimates, assumptions, and adjustments, and the SEC has acknowledged that pay ratio disclosures may involve a degree of imprecision. We believe that the foregoing pay ratio is a reasonable estimate calculated in a manner consistent with the SEC's pay ratio disclosure rules.

The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee's annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Equity Compensation Plan Information

The following table sets forth certain compensation plan information with respect to both equity compensation plans approved by security holders and equity compensation plans not approved by security holders as of December 31, 2025:

As of December 31, 2025, there were no outstanding Options, SARs or RSUs that had been awarded outside of the Company's equity compensation plan.

Pay Versus Performance Table
Year			Summary Compensation Table Total for PEO1			Compensation Actually Paid to PEO2			Average Summary Compensation Table Total for Non-PEO Named Executive Officers3			Average Compensation Actually Paid to Non-PEOs Named Executive Officers4,			Value of initial fixed $100 investment based on:						Net Income
															Total Shareholder Return			Peer Group Total Shareholder Return5						Product Sales and Supportive Services Revenues6
2025			$3,244,492			$3,741,280			$1,555,209			$1,636,663			$116			$120			$23,279,143			$88,048,145
2024			$4,588,317			$5,640,511			$1,412,611			$1,351,882			$104			$91			$59,214,216			$133,330,181
2023			$1,825,856			$1,825,856			$1,399,930			$1,373,478			$88			$92			$68,068,826			$130,668,209
2022			$1,738,912			$1,738,912			$993,871			$993,871			$107			$89			$33,904,806			$86,661,583
2021			$1,688,264			$1,688,264			$1,285,045			$1,269,045			$103			$99			$69,450,766			$126,802,536

(1)

Amount included here is the amount in the "Total" column from the Summary Compensation Table ("SCT") for the principal executive officer ("PEO") for the applicable year. For 2021-2023, our PEO was Dr. Phillip L. Gomez. For 2024, our PEO was Dr. Gomez until his retirement effective January 26, 2024 and Dr. Nguyen for the remainder of the fiscal year. For 2025, our PEO was Dr. Nguyen.

(2)	In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Compensation Actually Paid to PEO:

Year			Reported Summary Compensation Table for PEO			Reported Value of Equity Awards			Total Equity Award Adjustments(a)			Compensation "Actually Paid" to PEO
2025			$3,244,492			$(1,853,992)			$2,350,780			$3,741,280
2024			$4,588,317			$(2,715,848)			$3,768,042			$5,640,511
2023			$1,825,856			-			-			$1,825,856
2022			$1,738,912			-			-			$1,738,912
2021			$1,688,264			-			-			$1,688,264

a)	The amounts added or deducted in calculating the total equity award adjustments are as follows:

Year			Year-End Fair Value of Equity Awards Granted During Applicable Year			Fair Value of Equity Awards Granted and Vested in the Applicable Year			Change in Fair Value as of Year-End of Any Prior Year Awards that Remain Unvested as of Year-End			Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year			Total Equity Value Reflected in Compensation Actually Paid
2025			$2,282,621			-			$49,711			$18,448			$2,350,780
2024			$3,362,329			$405,713			-			-			$3,768,042
2023			-			-			-			-			-
2022			-			-			-			-			-
2021			-			-			-			-			-

(3)

Amount included here is the average of the amounts in the "Total" column from the SCT for the applicable year for each of the other non-PEO NEOs. For 2025, our non-PEO NEOs were Mr. Luckshire, Dr. Hruby and Mr. Miller. For 2024, our non-PEO NEOs were Mr. Luckshire, Dr. Hruby, Mr. Miller and Dr. Jay K. Varma (former Chief Medical Officer). For 2023, our non-PEO NEOs were: Mr. Luckshire, Dr. Hruby and Dr. Varma. For 2022 and 2021, our non-PEO NEOs were Mr. Luckshire, Dr. Hruby and Ms. Robin E. Abrams (former General Counsel and Chief Administrative Officer). The 2022 amount was impacted by the resignation of Ms. Abrams, effective April 18, 2022. The 2023 amount includes compensation paid to Dr. Varma, pro-rated based on his commencement date with the Company.