Management Change/Compensation (Form 8-K)

Item 5.02(e) - Compensatory Arrangements of Certain Officers

On December 22, 2025, the Compensation Committee (the "Committee") of the Board of Directors of Precipio, Inc. (the "Company") conducted a review of the Company's executive compensation. In conducting this review, the Committee considered factors, including, but not limited to, the Company's substantial progress in operational restructuring, improved cash management, the Company's ongoing execution of its long-term strategic plan, the Company's strengthened financial discipline, significant enhancements in operating leverage, continued improvement in the pathology segment, and the Company's need to retain and incentivize the executive team as the Company advances toward the next phase of commercial expansion.

As part of this review, and to align incentives with the Company's evolving operational priorities, the Committee approved salary adjustments, a performance-based equity award, and a revised incentive bonus structure, as follows:

Salary and Bonus Adjustments

In connection with its review, the Committee evaluated the Company's executive base salaries against competitive market benchmarks.

The below referenced adjustments are intended to reinforce leadership stability, strengthen retention, and support the Company's long-term operational and strategic execution.

Except for these adjustments, no other material changes were made to the compensation arrangements of the Company's named executive officers in its proxy statement filed with the U.S. Securities Exchange Commission on April 30, 2025.

Performance-Based Equity Awards

The Committee approved the grant of an aggregate of 70,000 performance-based stock options to the named executive officers and additional performance-based stock options members of senior management under the Company's Amended and Restated 2017 Stock Option and Incentive Plan, as amended. These awards are designed to align leadership incentives directly with long-term shareholder value creation. The options will vest solely upon a performance condition being a 10-day volume-weighted average price (VWAP) of the Company's common stock exceeding $40 per share.

The stock options do not include any time-based vesting component, and no portion will vest unless and until the above performance target is achieved. If the performance condition is not satisfied within the applicable term of the options, the awards will expire unvested.

The grant was authorized by the Company's Compensation Committee under its existing authority as part of the Company's existing ESOP plan which has previously been approved by Company shareholders.