What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-06 compared with 2025-02-27 · 60 added, 701 removed, 92 unchanged (89% of the section changed)

7 unchanged sentences

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act as of December 31, 2025.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

6 unchanged sentences

Insider Trading Arrangements

On December 23, 2024 , Dr.

Scot Roberts , our Chief Scientific Officer , entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan provides for the sale of up to 269,831 shares of our common stock acquired pursuant to our Employee Stock Purchase Plan and the vesting and exercise of stock options and restricted stock units granted to Dr.

Robert’s plan will commence on the later

of March 24, 2025 or two business days following the filing of our financial results on Form 10-K, and expires on March 24, 2026 .

During the year ended December 31, 2024, other than the trading arrangement disclosed above, none of our officers or directors adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" as defined in Item 408 of Regulation S-K.

We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by us, directors, officers and employees.

During the three months ended December 31, 2025, none of our officers or directors adopted , modified or terminated a " Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" as defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

Our directors are elected at each annual meeting of stockholders and hold office until the next annual meeting of stockholders and until their successors have been elected and qualified.

Our Bylaws provide that the number of Directors constituting the entire Board shall be not less than one nor more than ten as determined by resolution of the Board.

Our Board currently has ten Directors, eight of whom were elected at the Company’s 2024 annual meeting of stockholders whereas Teri Lawver and Jerome Durso joined our Board in February 2025.

The names and ages of our directors as of February 27, 2025 are set forth below:

President, Chief Executive Officer, and Director

Mitchel Sayare, Ph.D.

Chairman of the Board

Diane Jorkasky, M.D.

Schafer, M.D., MPH

Catherine Sohn, Pharm D

currently serves as our President and Chief Executive Officer and is a member of the Board of Directors.

Garg joined Altimmune in November 2018 with over three decades of experience in the biotechnology and pharmaceutical industries.

He has a proven track record of building and managing both private and publicly traded companies.

Before joining Altimmune, from October 2013 to June 2018, he served as President and Chief Executive Officer of Neos Therapeutics, Inc.

(since acquired by Aytu BioPharma, Inc.

AYTU)), where he built a NASDAQ-listed commercial-stage biopharmaceutical company, launching three branded therapeutic products including Adzenys XR-ODT TM and Cotempla XR-ODT TM , the first ever XR-ODT medications for the treatment of ADHD.

Prior to Neos, he served as president and Chief Executive Officer of Tranzyme Pharma where he progressed a discovery-stage, emerging biotech company to a Nasdaq-listed clinical-stage, drug development company.

Prior to joining Tranzyme, Dr.

Garg served as Chief Operating Officer of Apex Bioscience, Inc.

(acquired by Curacyte AG of Munich, Germany), and held senior management positions at DNX Bio-Therapeutics, Inc.

(until its acquisition by Baxter Healthcare Corporation), Sunovion Pharmaceuticals, Inc.

(formerly known as Sepracor Inc., now a subsidiary of Sumitomo Dainippon Pharma), and Bio-Response Inc.

(acquired by Baxter Healthcare Corporation).

Garg received his Ph.D.

in Biochemistry in 1982 from the University of Adelaide, Australia, and his M.S.

from IARI Nuclear Research Laboratory, New Delhi, India in 1978.

We believe that Dr.

Garg’s extensive experience in the biotechnology and pharmaceutical industries makes him well qualified to serve as a member of our Board of Directors.

Mitchel Sayare, Ph.D.

has been a member of the Board of Directors since April 2010.

Sayare became Chairman of the Board in January 2018 and served as Executive Chairman from June 2018 to November 2018.

Until 2010, Dr.

Sayare served as the Chairman of the Board of public company ImmunoGen, Inc.

IMGN) (a position he had held since 1989).

In addition, he served as ImmunoGen’s Chief Executive Officer from 1986 to December 31, 2009, and as its President from 1986 to 1992, and from 1994 to July 2008.

Prior to joining ImmunoGen, he served as Vice President of Development of Xenogen from 1982 to 1985.

Prior to that he was Assistant Professor of Biophysics and Biochemistry at the University of Connecticut.

Sayare earned a Ph.D.

in biochemistry from Temple University School of Medicine.

Sayare is chairman of the board of directors of AutoIVF, Inc.

and of MassPay Holdings, Inc., and is a director of Energesis, Inc.

and Advanced Aesthetic Technologies, Inc., all privately-held companies.

We believe that Dr.

Sayare’s substantial experience as a board member and executive officer of biotechnology companies makes him well qualified to serve as a member of our Board of Directors.

Gill has served as a member of our Board of Directors since August 2004.

Gill served as PharmAthene’s President and Chief Executive Officer from March 2015 until the completion of the Merger in May 2017.

From 2003 to 2013, Mr.

Gill served as the President, Chief Executive Officer, co-founder and a Director of TetraLogic Pharmaceuticals Corporation, a public biopharmaceutical company.

Gill has previously held positions at 3 Dimensional Pharmaceuticals and SmithKline Beecham.

After serving in the United States Marine Corps, Mr.

Gill earned a B.A.

in Accounting and Economics from Rutgers University.

We believe Mr.

Gill’s executive and board experience in the pharmaceutical industry and his substantial financial knowledge and expertise make him well qualified to serve as a member of our Board of Directors.

Hodges has served as a member of our Board of Directors since May 2017, when he was appointed to the Board in connection with the completion of the Merger, and was first elected to Private Altimmune’s board of directors in September 2003.

Hodges is Managing Partner of Redmont & Company, a private investment bank based in Birmingham, Alabama, which he joined at its inception in 1997.

Redmont & Company is a co-founder of Private Altimmune.

Hodges’ focus is on investment and advisory services for emerging growth businesses within the health care, life science and technology sectors.

He currently serves as a director for several of the firm’s portfolio companies.

Hodges holds a Bachelor of Science in Business Administration from the Brock School of Business at Samford University.

We believe Mr.

Hodges’ experience as a life science investor makes him well qualified to serve as a member of our Board of Directors.

Wayne Pisano has served as a member of our Board of Directors since August 2018.

Pisano also has served on the board of directors of Oncolytics Biotech Inc.

ONCY), a biotechnology company, since May 2013.

Pisano served on the board of directors of Provention Bio, Inc.

PRVB), a biopharmaceutical company, from April 2018 until April 2023 when it was acquired by Sanofi, and IMV INC.

IMV) a biopharmaceutical company from October 2011 until March 2021.

Pisano served as president and Chief Executive Officer of VaxInnate Corporation, a biotechnology company, from January 2012 until November 2016.

Pisano joined Sanofi Pasteur in 1997 and was promoted to President and Chief Executive Officer in 2007, the position he successfully held until his retirement in 2011.

He has a Bachelor of Science in biology from St.

John Fisher College, New York and an MBA from the University of Dayton, Ohio.

We believe Mr.

Pisano’s depth of experience across the spectrum of commercial operations, public immunization policies and pipeline development makes him well qualified to serve as a member of our Board of Directors.

Diane Jorkasky, M.D.

has served as a member of our Board of Directors since May 2020.

Jorkasky currently serves as a member of the board of directors of Alzheon, Inc., a private biopharmaceutical company, since 2016.

She also served on the board of directors of Q Therapeutics, Inc.

from September 2013 until August 2016.

From June 2014 to August 2019, she served as Executive Vice President, Chief Medical Officer and Head of Development at Complexa Inc., a clinical stage biopharmaceutical company.

Jorkasky received her M.D.

in 1977 from the University of Pennsylvania School of Medicine and is board certified in internal medicine, nephrology and clinical pharmacology.

She is a member of the Connecticut Academy of Science and Technology.

Jorkasky is on the faculties of University of California, San Francisco, and Uniformed Service of Health Sciences Medical Schools, with previous faculty appointments at Yale University and the University of Pennsylvania Schools of Medicine.

We believe Dr.

Jorkasky’s executive and board experience in the pharmaceutical industry and as a physician make her well qualified to serve as a member of our Board of Directors.

Schafer, M.D., MPH has served as a member of our Board of Directors since May 2017, upon completion of the Merger.

Schafer was first elected to Private Altimmune’s Board of Directors in 2012.

Schafer has over 35 years of healthcare leadership experience, having held senior positions in government and industry.

As former, Acting Deputy Assistant to the Secretary of Defense for chemical and biological defense, Dr.

Schafer oversaw the Department’s $1.0 billion program for vaccine, therapeutics, medical device and sensor development and was instrumental in advancing research into human immune response.

As former U.S.

Air Force Assistant Surgeon General, Dr.

Schafer managed all aspects of large integrated health care delivery systems, from clinical care, administration of clinics and hospitals, and oversaw large S&T portfolios, including clinical trials.

Schafer served as CEO and co-founder of TessArae LLC, a biotech medical sequencing device company and Chief Medical Officer and client executive for health at CACI International.

Schafer has been an independent consultant since 2002 serving a number of biotech and health-related company advisory boards and Tadpole Ventures, a private venture capital firm.

Schafer earned his M.D.

degree at the University of Iowa, medical boards in family practice and aerospace medicine in the Air Force, Master of Public

Health at the University of Texas, and a Master of Science at the Dwight D.

Eisenhower School of National Security and Resource Strategy.

Schafer is CERT certified in Cybersecurity Oversight from the Carnegie Mellon University Software Engineering Institute.

We believe Dr.

Schafer’s broad experience across multiple aspects of the healthcare, pharmaceutical development industries and government makes him well qualified to serve as a member of our Board of Directors.

Catherine Sohn, Pharm D.

has served as a member of our Board of Directors since March 2023.

Sohn currently serves on the board of directors of Maze Therapeutics (NASDAQ:

MAZE), a clinical-stage biopharmaceutical company, since 2021.

Sohn has also served on the board of directors of Jazz Pharmaceuticals, a public biopharma company from 2012 until July 2024, Rubius Therapeutics, a public biopharmaceutical company from 2018 until 2023 and Axcella Health, a public biotechnology company from January 2019 until February 2023.

Sohn was formerly senior vice president of worldwide business development, and a member of the global executive committee at GlaxoSmithKline’s Consumer Healthcare division, where she led U.S.

and global transactions and prior to that was Vice President of Strategic Product Development at SmithKline Beecham Pharmaceuticals, Cardiovascular, Pulmonary and Metabolic Therapeutic Areas.

As an entrepreneur in a larger pharmaceutical company, Dr.

Sohn started the SmithKline Beecham U.S.

Vaccine Business, built the team, and led the pre-launch planning and commercialization of SB’s first vaccine in the U.S.

and helped shape the global vaccine portfolio pipeline as a member of the International Vaccine Steering Committee.

Subsequently, she led pre-launch planning and the U.S.

commercialization of the company’s billion-dollar neuroscience product and was a member of the Global CNS Product Strategy Team.

Since retiring from GlaxoSmithKline, Dr.

Sohn has advised CEOs and boards of life science companies on strategy, strategic product development, partnering, mergers and acquisitions, commercialization of new medicines and vaccines and culture, in her role as President of Sohn Health Strategies.

Sohn received her Doctor of Pharmacy degree from the University of California, San Francisco, a Corporate Directors Certificate from Harvard Business School, a Certificate of Professional Development from Wharton, a Certificate from UC Berkeley Law for environmental, social and corporate governance, has attended Stanford Directors College and is a Certified Licensing Professional Emeritus.

Sohn is also an Adjunct Professor at the University of California, San Francisco.

We believe that Dr.

Sohn’s extensive experience in the biopharmaceutical industry, including business development, pre-commercialization and product launch experience and as a pharmacist, make her well qualified to serve as a member of our Board of Directors.

Teri Lawver joined our Board of Directors in February 2025.

Lawver most recently served as Executive Vice President and Chief Commercial Officer at Dexcom (Nasdaq:

DXCM) from January 2023 until December 2024, where she led global commercial strategy and operations.

Prior to Dexcom, Ms.

Lawver held a variety of leadership roles at Johnson & Johnson Corporation from 2002 to 2023, including Worldwide Vice President, Immunology from 2017 to 2023, and Global Vice President, Cardiovascular & Metabolism from 2013 to 2017.

Prior to joining Johnson & Johnson, Ms.

Lawver was a Consultant and Associate Principal at McKinsey & Company from 1994 to 2002.

Lawver holds an M.B.A.

from Duke University’s Fuqua School of Business, and a Bachelor of Science degree from Georgetown University.

Jerome Durso joined our Board of Directors in February 2025.

Durso most recently served as President and Chief Executive Officer and a director of Intercept Pharmaceuticals, Inc.

(formerly Nasdaq:

ICPT), from January 2021 until November 2023.

Prior to becoming Chief Executive Officer of Intercept, Mr.

Durso served as Chief Operating Officer of Intercept since February 2017.

Beginning in 1993, Mr.

Durso spent over two decades at Sanofi, a global pharmaceutical company, where he most recently served as SVP, Chief Commercial Officer of the Global Diabetes Division from June 2011 to April 2015.

From 2010 to 2011, Mr.

Durso was Senior Vice President, Chief Commercial Officer of Sanofi’s U.S.

pharmaceuticals business.

Durso earned his bachelor’s degree in marketing from the University of Notre Dame.

Executive Officers

The names and ages of our executive officers as of February 27, 2025 are set forth below:

President, Chief Executive Officer, and Director

Gregory Weaver, M.B.A.

Chief Financial Officer

Scot Roberts, Ph.D.

Chief Scientific Officer

Scott Harris, M.D.

Chief Medical Officer

Chief Business Officer

is our President, Chief Executive Officer and a Director.

See Item 10 - “Directors” for a discussion of Dr.

Garg’s business experience.

Gregory Weaver, M.B.A.

currently serves as our Chief Financial Officer of the Company, which he joined in November 2024.

He has served in senior financial leadership roles for over twenty-five years.

Prior to joining Altimmune, he served as a Chief Financial Officer consultant since July 2024.

Prior to that, Mr.

Weaver served as Chief Financial Officer of Cognito Therapeutics from September 2023 through June 2024, and as interim Chief Financial Officer of Atossa Therapeutics, Inc.

ATOS) from June 2023 to September 2023.

Prior to that, Mr.

Weaver served as Chief Financial Officer of BiointelliSense from October 2022 through May 2023, Chief Financial Officer of Atai Life Sciences N.V.

ATAI) from September 2020 through September 2022, and as Chief Financial Officer of Eloxx Pharmaceuticals, Inc.

ELOX) from September 2017 through March 2020.

He previously held Chief Financial Officer positions at several biotech and medtech companies earlier in his career.

Weaver currently serves as a director at BioIntelliSense, a commercial-stage patient monitoring technology company and a director at HarborPath, a non-profit organization focused on providing patients with access to life-saving medications, and a director at Rejuveron, a Zurich private biotech focusing on developing therapies to treat diseases associated with aging.

Weaver is a United States Air Force veteran and received his M.B.A.

from Boston College and his B.S.

in Accounting and Finance from Trinity University.

Scot Roberts, Ph.D.

currently serves as Chief Scientific Officer of the Company.

Roberts joined Altimmune in December 2012 and has over 25 years of biologics development experience, most recently at ImQuest BioSciences, Inc., where as Chief Scientific Officer from November 2010 until November 2012, he was responsible for managing scientific operations.

Roberts held key positions at Wellstat Biologics Corporation from August 1996 until October 2010, including Director of Research and Development where he was responsible for development of a portfolio of biologic candidates in oncology including a clinical stage oncolytic virus asset.

He is an inventor on more than 20 patent and patent application families, and author of numerous publications in peer-reviewed journals.

Roberts has been an invited speaker at international conferences where he chaired a variety of scientific sessions.

Roberts received an M.S.in Chemistry from Illinois State University and a Ph.D.

from the Johns Hopkins School of Medicine, Department of Pharmacology and Molecular Sciences.

Scott Harris, M.D.

currently serves as Chief Medical Officer of the Company.

Harris joined Altimmune in July 2019, a seasoned medical professional with extensive experience in hepatology and gastroenterology and broad expertise in managing clinical trials from early-stage development through successful Phase 3 trials.

He has led multidisciplinary forums on drug development and clinical trial design at national and international scientific meetings, and fostered collaborations between professional medical societies and the FDA.

Previously, he was co-founder and chief medical officer of Lyric Pharmaceuticals, helping raise a $21 million Series A round in 2014.

He has also served as chief medical officer of Avaxia Biologics, interim chief medical officer of Tranzyme Pharma, and chief medical officer of Ocera Therapeutics.

Harris was also chief medical officer and vice president of Clinical Affairs at Napo Pharmaceuticals where he authored the pivotal clinical study that led to the approval of crofelemer (Mytesi ® ), the first Phase 2/3 adaptive trial design resulting in a drug approval.

Earlier in his career he held senior roles in global clinical development and medical affairs at Otsuka Pharmaceuticals and Abbott.

He sits on the faculty of Georgetown University School of Medicine as an Adjunct Professor, where he directs a course on drug development under a grant from the NIH.

Harris has been a consultant on third-world drug development for the Bill and Melinda Gates Foundation and a speaker at national and international forums on drug development.

Harris has an M.D.

from Harvard Medical School and an MS in Administrative Medicine and Population Health from the University of Wisconsin Medical School.

His postgraduate

training includes residencies at John Hopkins Hospital and the University of Pennsylvania, and a Gastroenterology and Hepatology Fellowship at the Yale University School of Medicine.

Raymond M Jordt, M.B.A.

currently serves as Chief Business Officer of the Company, which he joined in January 2023.

Jordt is an accomplished executive with over twenty-five years of experience in the pharmaceutical industry.

Prior to joining Altimmune, he spent nearly two decades in various corporate and business development roles, including most recently as Head of Transactions at Eli Lilly and Company from August 2020 through December 2022, and prior to that as Senior Director, Corporate and Business Development from 2016 through July 2020.

During his tenure at Lilly, he led acquisitions, in/out-licensing, divestitures, collaborations, options and equity investments with biotech and pharma at all stages of development.

He has worked across multiple therapeutic areas, including obesity, diabetes, CNS, immunology, dermatology and pain.

His efforts led to four approved products and reshaped the portfolios of key business units.

Jordt received an M.B.A.

from Indiana University, an M.S.

in Biomedical Engineering at the University of Memphis and a B.S.

in Biomedical Engineering from Arizona State University.

How nominees to our Board are selected

Candidates for election to our Board of Directors are nominated by our Nominating and Corporate Governance Committee and ratified by our full Board of Directors for nomination to the stockholders.

The Nominating and Corporate Governance Committee operates under a charter, which is available on our corporate website at www .

The Nominating and Corporate Governance Committee will give due consideration to candidates recommended by stockholders.

Stockholders may recommend candidates for the Nominating and Corporate Governance Committee’s consideration by submitting such recommendations directly to the Nominating and Corporate Governance Committee as described below under Communicating with our Board members .

However, just because a recommended individual meets the minimum qualification standards does not imply that the Nominating and Corporate Governance Committee will necessarily nominate the person so recommended by a stockholder.

The Nominating and Corporate Governance Committee may also engage outside search firms to assist in identifying or evaluating potential nominees.

There are no family relationships among any of our directors and executive officers.

Board leadership structure

Currently, Dr.

Sayare serves as the Chairman of the Board and Dr.

Garg is the Company’s President and Chief Executive Officer.

The Board believes that having different individuals serving in the separate roles of Chairman of the Board and Chief Executive Officer is in the best interest of stockholders in the Company’s current circumstances because it reflects the Chief Executive Officer’s responsibility over management of the Company’s operations and the Chairman’s oversight of board functions, strategic development and financial stability.

Board committees

The Audit Committee of our Board reviews, acts on and reports to our Board with respect to various auditing and accounting matters, including the recommendation of our independent registered public accounting firm, the scope of the annual audits, the fees to be paid to the independent registered public accounting firm, the performance of the independent registered public accounting firm and our accounting practices.

The Audit Committee currently consists of Messrs.

Hodges (Chair), Gill and Pisano and Dr.

The Board has determined that each member of the Audit Committee is an independent director in accordance with Nasdaq listing standards and that each of Messrs.

Hodges and Gill is an Audit Committee financial expert, as defined by SEC guidelines and as required by the applicable NASDAQ listing standards.

The Compensation Committee of the Board oversees, reviews, and makes recommendations to the Board for executive salaries, benefits and equity awards, and the incentive plans for our employees, consultants, directors (other than non-employee directors) and other individuals whom we compensate with recommendations from the CEO and input from an independent consultant with life science compensation resources and expertise.

The Compensation Committee also administers our compensation plans.

The Compensation Committee currently consists of Drs.

Sohn (Chair), Jorkasky and Schafer and Mr.

The Board has determined that each member of the Compensation Committee is an “independent director” in accordance with NASDAQ listing standards, a “non-employee director” under the applicable SEC rules and

regulations and an “outside director” under the applicable tax rules.

The Compensation Committee may form subcommittees and delegate authority to such subcommittees or individuals as it deems appropriate.

The Nominating and Corporate Governance Committee of the Board selects nominees for director positions to be recommended by our Board for election as directors and for any vacancies in such positions, develops and recommends for our Board the Corporate Governance Guidelines of the Company and oversees the annual review of the performance of the Board, each director and each committee.

The Nominating and Corporate Governance Committee currently consists of Messrs.

Pisano (Chair) and Gill and Dr.

The Board has determined that each member of the Nominating and Corporate Governance Committee is an independent director in accordance with NASDAQ listing standards.

Meetings and attendance

During the fiscal year ended December 31, 2024, the Board held 10 meetings and the Board Committees held a total of 11 meetings.

Each director attended 75% or more of the total number of meetings of the Board and the Board Committees of which he or she was a member during the period he or she served as a director in fiscal year 2024.

The Company has no specific policy regarding director attendance at our annual meeting of stockholders.

Generally, however, a Board meeting is held on the same date as the annual meeting, with directors attending the annual meeting.

Our 2024 annual meeting of stockholders was attended by all of the directors recommended for election.

Board involvement in risk oversight

The Company’s management is responsible for defining the various risks facing the Company, formulating risk management policies and procedures, and managing the Company’s risk exposures on a day-to-day basis.

The Board’s responsibility is to monitor the Company’s risk management processes by informing itself of the Company’s material risks and evaluating whether management has reasonable controls in place to address the material risks.

The Board is not responsible, however, for defining or managing the Company’s various risks.

The Board of Directors monitors management’s responsibility for risk oversight through regular reports from management to the Audit Committee and the full Board.

Furthermore, the Audit Committee reports on the matters discussed at the committee level to the full Board.

The Audit Committee and the full Board focus on the material risks facing the Company, including strategic, operational (including cybersecurity), legal and regulatory risks, to assess whether management has reasonable controls in place to address these risks.

In addition, the Compensation Committee is charged with reviewing and discussing with management whether the Company’s compensation arrangements are consistent with effective controls and sound risk management.

Finally, risk management is a factor that the Board and the Nominating and Corporate Governance Committee consider when determining who to nominate for election as a director of the Company and which directors serve on the Audit Committee.

The Board believes this division of responsibilities provides an effective and efficient approach for addressing risk management.

Code of Business Conduct and Ethics and other governance documents

We have adopted a written Code of Business Conduct and Ethics that applies to our Board of Directors and all of our employees, including our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions.

A copy of our code of conduct can be found on our website, http://www.altimmune.com/investors/governance/documents-and-charters.

We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K and under the applicable NASDAQ Global Market rules by posting such information on our website in accordance with such requirements.

You may also obtain a copy of these documents by writing to Altimmune, Inc., 910 Clopper Road, Suite 201S, Gaithersburg, Maryland 20878, Attention:

Investor Relations.

Copies of the charters of our Board’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, as well as a copy of the Company’s Corporate Governance Guidelines, can be accessed in the Investor Relations — Corporate Governance section of our website.

The information on, or that can be accessed through our website is not part of this Annual Report and is not incorporated by reference herein.

Insider Trading Policy

The Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our securities by directors, officers, and employees and is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of our insider trading policy is filed with this Annual Report as Exhibit 19.

In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and applicable exchange listing requirements.

Communicating with our Board members

Although our Board of Directors has not adopted a formal process for stockholder communications with the Board, we make every effort to ensure that the views of stockholders are heard by the Board or by individual directors, as applicable, and we believe that this has been an effective process to date.

Stockholders may communicate with the Board by sending a letter to the Altimmune, Inc.

Board of Directors, c/o Corporate Secretary, 901 Clopper Road, Suite 201S, Gaithersburg, Maryland 20878.

The Corporate Secretary will receive the correspondence and forward it to the Chairman of the Board, or to any individual director or directors to whom the communication is directed, as appropriate.

Notwithstanding the above, the Corporate Secretary has the authority to discard or disregard any communication that is unduly hostile, threatening, illegal or otherwise inappropriate or to take any other appropriate actions with respect to such communications.

In addition, any person, whether or not an employee, who has a concern regarding the conduct of the Company or our employees, including with respect to our accounting, internal accounting controls or auditing issues, may, in a confidential or anonymous manner, communicate that concern in writing by addressing a letter to the Chairman of the Audit Committee, c/o Corporate Secretary, at the address of our corporate headquarters address, which is 910 Clopper Road, Suite 201S, Gaithersburg, Maryland 20878.

Section 16(a) beneficial ownership reporting compliance and Delinquent Section 16(a) Reports

The members of our Board of Directors, our executive officers and persons who hold more than 10% of our outstanding Common Stock are subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended, which requires them to file reports with respect to their ownership of our Common Stock and their transactions in such Common Stock.

Based solely upon a review of the copies of Section 16(a) reports that the Company has received from such persons for transactions in our Common Stock and their Common Stock holdings for the 2024 fiscal year, the Company believes that all reporting requirements under Section 16(a) for such fiscal year were met in a timely manner by its directors, executive officers and beneficial owners of more than 10% of its Common Stock.

Except as set forth below, the information required by this item is incorporated by reference to our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.

Our Board has adopted a Code of Business Conduct and Ethics (the “ Code of Ethics ”) that applies to all officers, directors and employees and relevant consultants.

The Code of Ethics, as well as any amendments to, or waivers under, the Code of Ethics as it applies to the Company’s officers, can be accessed in the Investor Relations — Corporate Governance section of our website at https://ir.altimmune.com/investors/governance/documents-and-charters .

We have adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our securities by directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

Our Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

Executive Compensation

Our named executive officers (“Named Executive Officers”) for the year ended December 31, 2024 are:

Garg, Ph.D., our Chief Executive Officer;

Scott Harris, M.D., our Chief Medical Officer;

Scot Roberts, Ph.D., our Chief Scientific Officer

Elements of Compensation

The compensation arrangement for each Named Executive Officer is intended to encourage performance and to align the Named Executive Officers’ interests with those of our stockholders.

In setting compensation for our Named Executive Officers, the Compensation Committee and the Board take into account the relative amount of compensation that is delivered on a current and long-term basis and in the form of cash and equity.

The combination of performance measures for annual bonuses and the equity compensation programs for executive officers, as well as the multi-year vesting schedules for equity awards encourage employees to maintain both a short-term and a long-term view with respect to Company performance.

The Company’s executive compensation program consists of the following elements:

● base salary;

● annual cash bonuses;

● equity awards;

● health and HSA match;

● 401(k) plan

The Named Executive Officers receive a base salary to compensate them for services rendered to our Company.

The base salary payable to each Named Executive Officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, roles and responsibilities.

Annual Performance-Based Bonus

The Named Executive Officers are entitled to receive annual performance-based cash bonuses, the amount of which is based on satisfaction of corporate objectives that are established by the Board of Directors and/or the Compensation Committee.

The annual bonuses are intended to encourage the Named Executive Officers to promote the growth of the Company’s business.

At the beginning of the year, the Compensation Committee, after reviewing management’s self-assessment, evaluates specific achievements and our overall success in the prior year.

The Compensation Committee considers our CEO’s recommendations, and independently reviews and recommends the total percentage achievement level for each of the executive officers to the Board of Directors for approval.

For the year ended December 31, 2024, upon recommendation of the Compensation Committee, our Board of Directors set broad-based corporate objectives that established the criteria for the funding of our annual bonus plan and focused on the following key objectives:

● Strategic partnerships to maximize program value (40% weighting);

● Advance development of pemvidutide for metabolic dysfunction-associated steatohepatitis (“MASH”) (30% weighting);

● Additional programs for pemvidutide (15% weighting);

● Manage operations to maximize resources and minimize risk (15% weighting).

For each of these corporate objectives, the Compensation Committee also established criteria for assessing performance in terms of what achievements would be below expectations, meet expectations or exceed expectations, with weighting assigned to each of these objectives as described above.

Below expectations achievement of an objective results in payment between 0-80% of the weighting, meets expectations achievement of an objective results in payment between 80-120% of the weighting and exceeds expectations results in payment between 120-150% of the weighting.

In January 2025, our Board of Directors, upon the recommendation of the Compensation Committee, completed its assessment of management’s achievement of these corporate objectives for 2024, and concluded that these core corporate objectives were achieved by the management team and determined achievement at approximately 95% of the target annual performance-based cash bonuses for our Named Executive Officers.

This level was determined based upon, among other things, successful financing of our clinical programs, completed enrollment in Phase 2 biopsy development program for MASH ahead of target and completed a successful obesity End-of-Phase 2 Meeting with the FDA.

Equity Awards

The Named Executive Officers are eligible to receive equity awards under the Altimmune, Inc.

2017 Omnibus Incentive Plan (as amended, the “ 2017 Plan ”).

Awards under the 2017 Plan are intended to align the interests of the Named Executive Officers with those of our stockholders and to create a link between executive pay and the long-term performance of our Common Stock.

During the year ended December 31, 2024, we granted our Named Executive Officers stock options and restricted stock units (“RSUs”), as described in more detail in the Outstanding Equity Awards at Fiscal Year-End table below.

We generally grant annual equity awards, to our NEOs, in the first quarter of each fiscal year.

In addition, new hires receive equity grants at the time of their hiring.

During 2024, the Compensation Committee did not take into account any material nonpublic information when determining the timing and terms of equity incentive awards, and we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

During 2024, we did not grant stock options to our Named Executive Officers during any period beginning four business days before and ending one business day after the filing or furnishing of a Form 10-Q, 10-K or 8-K that discloses material nonpublic information.

Employee Benefits

The Named Executive Officers, like our other employees, participate in health and welfare benefit plans, subject to satisfying eligibility requirements.

The Company maintains a tax-qualified retirement plan (the “ 401(k) Plan ”) that provides eligible employees (including the Named Executive Officers) with an opportunity to save for retirement on a tax-advantaged basis.

Eligible employees are able to participate in the 401(k) Plan as of the first day of the month following the date they meet the 401(k) Plan’s eligibility requirements, and participants are able to defer up to 100% of their eligible compensation subject to applicable annual limits under the Internal Revenue Code of 1986, as amended (the “Code”).

All participants’ interests in their deferrals are 100% vested when contributed.

The 401(k) Plan permits Altimmune to make matching contributions and profit sharing contributions to eligible participants.

Altimmune matches contributions 100% on the first 4% of contributions made by participants.

We believe the benefits described above are necessary and appropriate to provide a competitive compensation package to our Named Executive Officers.

Summary Compensation Table

The following table sets forth the total compensation that was paid to or earned by the Named Executive Officers for the 2024 and 2023 fiscal years.

Incentive Plan

Name and Principal Position

Chief Executive Officer

Scot Roberts, Ph.D.

Chief Scientific Officer

Scott Harris, M.D.

Chief Medical Officer

(1) Amounts in this column reflect the aggregate grant date fair value of stock awards and/or stock options granted during the covered year computed in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ FASB ASC Topic 718 ”).

The assumptions used to calculate the amounts for fiscal years 2024 and 2023 are discussed in Item 8, Financial Statements and Supplementary Data.

(2) All other compensation consisted of the following:

Name and Principal Position

Chief Executive Officer

Scot Roberts, Ph.D.

Chief Scientific Officer

Scott Harris, M.D.

Chief Medical Officer

Narrative to Summary Compensation Table

Agreements with Named Executive Officers

We have entered into employment agreements with each of Drs.

Garg, Roberts and Harris.

The material terms of such agreements are summarized below.

Employment Agreement with Vipin K.

On November 16, 2018, the Company entered into an employment agreement with Dr.

Garg in connection with his employment as the President and Chief Executive Officer of the Company (the “ Employment Agreement ”).

Pursuant to the Employment Agreement, Dr.

Garg commenced employment with the Company on November 30, 2018.

Under the Employment Agreement, Dr.

Garg initially received a base salary of $500,000 and is eligible to receive an annual discretionary incentive bonus of up to 55% of his base salary based on achievement of performance goals established by the Compensation Committee.

Garg is eligible to participate in the Company’s employee benefit plans made available to its similarly situated senior executives.

In addition, the Company pays the premium costs for a term life insurance policy for Dr.

Garg with a benefit equal to Dr.

Garg’s base salary and for short- and long-term disability plans that provide for an annual benefit of at least 60% of Dr.

Garg’s base salary for as long as the disability continues.

In addition, during the term of Dr.

Garg’s employment, so long as Dr.

Garg’s primary residence is located within 50 miles of his current residence in North Carolina, the Company will reimburse Dr.

Garg an amount not to exceed $36,000 during any 12-month period to cover Dr.

Garg’s commuting expenses, which amount will be grossed up for taxes.

During the term of Dr.

Garg’s employment, and subject to applicable securities laws or listing standards, the Company will use its best efforts to cause Dr.

Garg to be nominated for election as a member of the Company’s board of directors at each annual meeting of stockholders at which Dr.

Garg is up for election.

In the event of an employment termination, the Company will pay Dr.

Garg his earned but unpaid base salary through the date of termination, accrued but unused vacation pay, unreimbursed business expenses and such employee benefits as may be due to Dr.

Garg under the terms of the applicable benefit plans (the “ Accrued Benefits ”).

In addition, if the Company terminates Dr.

Garg’s employment for “cause” (as defined below), Dr.

Garg will be entitled to payment of any unpaid prior year’s annual bonus.

If the Company terminates Dr.

Garg’s employment without cause or Dr.

Garg resigns his employment for “good reason” (as defined below), in addition to the Accrued Benefits, Dr.

Garg will be entitled to receive 12 months of base salary continuation payments, 12 months of continued coverage under the health insurance plans in which Dr.

Garg participates at the time of the termination and payment of any unpaid prior year’s annual bonus.

If such employment termination or resignation occurs within one year following a “change in control” (as defined in the Employment Agreement), Dr.

Garg is entitled to receive an amount equal to the sum of 18 months of his base salary plus his target annual discretionary incentive bonus for the year of termination, 18 months of continued coverage under the health insurance plans in which Dr.

Garg participates at the time of the termination, payment of any unpaid prior year’s annual bonus and, if such termination occurs within the one-year period following a change in control, all of Dr.

Garg’s outstanding unvested equity awards will become vested.

If any payments, whether under Dr.

Garg’s employment agreement or otherwise, would be subject to the golden parachute excise tax under Section 4999 of the Internal Revenue

Code (the “ Code ”), such payments will be reduced to the extent necessary to avoid the excise tax if doing so would result in a greater net after tax payment to Dr.

Garg is required to execute and not revoke a release of claims in order to be eligible to receive severance payments or benefits, other than the Accrued Benefits.

Under the Employment Agreement, “cause” generally means Dr.

Garg’s (i) material breach of his fiduciary duties, (ii) material breach of his Employment Agreement, (iii) willful failure or refusal to follow written policies, (iv) conviction of, or plea of guilty or nolo contendere to, a felony, or (v) continuing and willful refusal to act as directed by the Board.

Under the Employment Agreement, “good reason” generally means (i) a reduction in Dr.

Garg’s base salary or target annual bonus opportunity, (ii) a material diminution in Dr.

Garg’s authorities, duties or responsibilities, or (iii) a relocation of Dr.

Garg’s principal place of employment more than 50 miles from Gaithersburg, Maryland.

Garg is subject to restrictive covenants during the term of his employment and for a period of one year following the termination of his employment.

In particular, Dr.

Garg will be prohibited from soliciting the Company’s customers, clients and employees and from engaging in sales, marketing or related activities on behalf of himself or another entity that directly competes with the Company and does business in the same geographical areas in which the Company does business.

Employment Agreement with M.

Scot Roberts, Ph.D.

On December 7, 2015, the Company entered into an employment agreement with M.

Scot Roberts, M.D., the Chief Scientific Officer.

The agreement provided that Dr.

Roberts would be employed so long as mutually agreeable to Dr.

Roberts and the Company.

The agreement provided Dr.

Roberts with an initial base salary of $220,000.

In addition, Dr.

Roberts is eligible to receive an annual discretionary incentive bonus, initially set at up to 30% of base salary based as determined by the Compensation Committee.

Roberts is eligible to participate in the Company’s employee benefit plans made available to its similarly situated senior executives.

If, prior to a “change in control” (as defined in the employment agreement), the Company terminates the employment of Dr.

Roberts without “cause” or if he resigns for “good reason” (as defined below), in addition to accrued benefits (to which he is entitled on any termination of employment), Dr.

Roberts will be entitled to receive severance equal to six months of base salary continuation payments, six months of continued coverage under the health insurance plans in which the executive participated at the time of the termination and payment of any unpaid prior year’s annual bonus.

If such employment termination or resignation occurs within the one-year period following a change in control, he would be entitled to receive a severance amount equal to the sum of 12 months of his base salary plus his target annual discretionary incentive bonus for the year of termination, six months of continued coverage under the health insurance plans in which he participates at the time of termination, payment of any unpaid prior year’s annual bonus and, all of his outstanding unvested equity awards will become vested.

The agreement also provides that if any payments, whether under the agreement or otherwise, payable to him would be subject to the golden parachute excise tax under Section 4999 of the Code, such payments will be reduced to the extent necessary to avoid the excise tax if doing so would result in a greater net after tax payment to him.

Roberts is required to execute and not revoke a release of claims in Altimmune’s favor in order to be eligible to receive the severance payments and benefits.

Under the agreement with Dr.

Roberts, “cause” generally means his (i) material breach of his fiduciary duties, (ii) material breach of the agreement, (iii) willful failure or refusal to follow Altimmune’s written policies, (iv) conviction of, or plea of guilty or nolo contendere to, a felony or (v) continuing and willful failure to act as directed by Altimmune’s board of directors or its chief executive officer.

Under the agreement, “good reason” generally means (i) a reduction in the Dr.

Roberts’ base salary or target annual bonus opportunity, (ii) a material diminution in authority, duties or responsibilities or (iii) a relocation of his principal place of employment more than 50 miles from Gaithersburg, Maryland.

Under the agreement, Dr.

Roberts is subject to restrictive covenants during the term of his employment and for a period of six months following termination of employment.

In particular, he is prohibited from soliciting the Company’s customers, clients and employees and from engaging in sales, marketing or related activities on the executive’s behalf or another entity that directly competes with the Company.

Employment Agreement with M.

Scott Harris, M.D.

On September 9, 2019, the Company entered into an employment agreement with M.

Scott Harris, M.D., the Chief Medical Officer.

The agreement provided that Dr.

Harris would be employed so long as mutually agreeable to Dr.

Harris and the Company.

The agreement provided Dr.

Harris with an initial base salary of $370,000.

In addition, Dr.

Harris is eligible to receive an annual discretionary incentive bonus of up to 40% of base salary based as determined by the Compensation Committee.

In addition, Dr.

Harris would be granted incentive stock options to purchase 107,000 shares of the Company’s common stock, and Dr.

Harris is eligible to participate in the Company’s employee benefit plans made available to its similarly situated senior executives.

If, prior to a “change in control” (as defined in the employment agreement), the Company terminates the employment of Dr.

Harris without “cause” or if he resigns for “good reason” (as defined below), in addition to accrued benefits (to which he is entitled on any termination of employment), Dr.

Harris will be entitled to receive severance equal to six months of base salary continuation payments, six months of continued coverage under the health insurance plans in which the executive participated at the time of the termination and payment of any unpaid prior year’s annual bonus.

Harris is required to execute and not revoke a release of claims in Altimmune’s favor in order to be eligible to receive the severance payments and benefits.

Under the agreement with Dr.

Harris, “cause” generally means his (i) material breach of his fiduciary duties, (ii) material breach of the agreement, (iii) willful failure or refusal to follow Altimmune’s written policies, (iv) conviction of, or plea of guilty or nolo contendere to, a felony or (v) continuing and willful failure to act as directed by Altimmune’s board of directors or its chief executive officer.

Under the agreement, “good reason” generally means (i) a reduction in the Dr.

Harris’ base salary or target annual bonus opportunity, (ii) a material diminution in authority, duties or responsibilities or (iii) a relocation of his principal place of employment more than 50 miles from Gaithersburg, Maryland.

Under the agreement, Dr.

Harris is subject to restrictive covenants during the term of his employment and for a period of six months following termination of employment.

Outstanding Equity Awards at 2024 Fiscal Year-End

The following table sets forth certain information with respect to outstanding equity awards of our Named Executive Officers as of December 31, 2024.

Option Awards

Units of Stock

That Have Not

Unexercisable

Not Vested ($)(17)

Scot Roberts, Ph.D.

Scott Harris, M.D.

(1) This option was granted on November 30, 2018 and 25% became vested and exercisable on the first anniversary of the grant date.

The aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on January 1, 2020.

(2) On January 2, 2020, Drs.

Garg, Roberts and Harris were granted an option to purchase 149,500, 61,400 and 61,400, respectively, shares of Common Stock of the Company at an exercise price of $1.92 per share.

25% of the option vests and becomes exercisable on the first anniversary of the grant date and the aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on February 2, 2021.

These options are fully vested.

(3) On February 1, 2021, Drs.

Garg, Roberts and Harris were granted an option to purchase 241,500, 90,000 and 90,000, respectively, shares of Common Stock of the Company at an exercise price of $16.71 per share.

25% of the option

vests and becomes exercisable on the first anniversary of the grant date and the aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on March 1, 2022.

(4) On February 1, 2021, Drs.

Garg, Roberts and Harris were granted 66,181, 24,664 and 24,664 RSUs, respectively.

The RSUs vest equally over a four-year period commencing on February 1, 2022.

(5) On February 2, 2022, Drs.

Garg, Roberts and Harris were granted an option to purchase 223,000, 91,600 and 91,600, respectively, shares of Common Stock of the Company at an exercise price of $7.53 per share.

(6) On February 2, 2022, Drs.

Garg, Roberts and Harris were granted 75,800, 31,100 and 31,100 RSUs, respectively.

The RSUs vest equally over a four-year period commencing on February 2, 2023.

(7) On January 30, 2023, Drs.

Garg, Roberts and Harris were granted an option to purchase 302,900, 105,000 and 105,000, respectively, shares of Common Stock of the Company at an exercise price of $12.88 per share.

(8) On January 30, 2023, Drs.

Garg, Roberts and Harris were granted 107,100, 37,100 and 37,100 RSUs, respectively.

The RSUs vest equally over a four-year period commencing on January 30, 2024.

(9) On January 25, 2024, Drs.

Garg, Roberts and Harris were granted an option to purchase 470,000, 163,200 and 163,200, respectively, shares of Common Stock of the Company at an exercise price of $9.28 per share.

(10) On January 25, 2024, Drs.

Garg, Roberts and Harris were granted 168,200, 58,400 and 58,400 RSUs, respectively.

The RSUs vest equally over a four-year period commencing on January 25, 2025.

(11) These options were acquired pursuant to the Merger Agreement on May 4, 2017.

These options are fully vested.

(12) This option was granted on September 22, 2017, and 25% became vested and exercisable on the first anniversary of the grant date.

The aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36 month period commencing on September 22, 2018.

This option was fully vested.

(13) This option was granted on May 21, 2018, and 25% became vested and exercisable on March 1, 2019.

The aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36 month period commencing on April 1, 2019.

This option was fully vested.

(14) This option was granted on January 2, 2019, and 25% became vested and exercisable on the first anniversary of the grant date.

The aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36 month period commencing on January 2, 2020.

This option was fully vested.

(15) This option was granted on March 26, 2019, and 25% became vested and exercisable on the first anniversary of the grant date.

The aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36 month period commencing on March 26, 2020.

This option was fully vested.

(16) This option was granted on September 9, 2019, and 25% became vested and exercisable on the first anniversary of the grant date.

The aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on September 9, 2020.

This option was fully vested.

(17) Represents the fair market value of the shares underlying unvested RSUs as of December 31, 2024, based upon the closing price of our Common Stock on December 31, 2024 of $7.21.

Director Compensation

In September 2024, the Company’s Board approved an update to the then-existing non-employee director compensation policy effective as of January 1, 2025.

Accordingly, the Board increased the cash compensation for Audit Committee Members from $9,000 in 2024 to $10,000 in 2025, for the Compensation Committee Members from $6,000 in 2024 to $7,500 in 2025, for the Nominating Committee Members from $5,000 in 2024 to $6,000 in 2025 and for the Nominating Committee Chairperson from $10,000 in 2024 to $12,000 in 2025.

Under the program, non-employee directors that qualify under the program receive the cash compensation set forth below, and an additional annual payment of an option to purchase a number of shares of the Company’s Common Stock equal to 62 ½ percentile of the Company’s peer group based on percentage ownership (the “Annual Director Option Grant Amount”), which will be granted immediately following the date of each annual meeting of stockholders.

Any such option will vest in substantially equal monthly installments for 11 months after the date of grant, with the remaining one-twelfth vesting on the earlier of the one-year anniversary of the date of the grant or the date of the next annual meeting of the Company’s stockholders.

In addition, new non-employee directors that qualify under the program to receive an initial award in the form of an option to purchase shares of the Company’s Common Stock equal to two times the Annual Director Option Grant Amount upon their election to the board.

Any such option shall vest in equal monthly installments during the 36 months following the date upon which the director is first elected to the Board.

The vesting of any option grants to our non-employee directors under our non-employee director compensation policy is subject to such non-employee director’s continued service as a director and will accelerate in full upon a change in control of our company.

We also have a policy of reimbursing our directors for their reasonable out-of-pocket expenses incurred in attending board of directors and committee meetings.

Under our non-employee director compensation program, each non-employee director that qualifies under the program is eligible to receive compensation for his or her service on our board of directors or committees thereof consisting of annual cash retainers paid quarterly in arrears, as follows:

Chairperson of the Board

Audit Committee Chairperson

Audit Committee Member

Compensation Committee Chairperson

Compensation Committee Member

Nominating and Corporate Governance Committee Chairperson

Nominating and Corporate Governance Committee Member

The table below sets forth the compensation received by each of our non-employee directors for the fiscal year ended December 31, 2024.

Mitchel Sayare, Ph.D.

John M Gill (4)

Wayne Pisano (6)

Jorkasky, M.D.

Schafer, M.D., MPH (8)

Catherine Sohn, Pharm D (9)

Teri Lawver (10)

Jerome Durso (11)

(1) Amounts reflect the aggregate grant date fair value of stock options granted during the covered year computed in accordance with the provisions of FASB ASC Topic 718.

The assumptions used to calculate the amounts for fiscal years 2024 are discussed in Item 13, Financial Statements and Supplementary Data.

(2) As of December 31, 2024, Dr.

Sayare held unexercised options to purchase an aggregate of 165,934 shares of the Common Stock of the Company.

Drutz’s service as a director ended on September 26, 2024.

(4) As of December 31, 2024, Mr.

Gill held unexercised options to purchase an aggregate of 154,767 shares of the Common Stock of the Company.

(5) As of December 31, 2024, Mr.

Hodges held unexercised options to purchase an aggregate of 154,767 shares of the Common Stock of the Company.

(6) As of December 31, 2024, Mr.

Pisano held unexercised options to purchase an aggregate of 134,100 shares of the Common Stock of the Company.

(7) As of December 31, 2024, Dr.

Jorkasky held unexercised options to purchase an aggregate of 140,490 shares of the Common Stock of the Company.

(8) As of December 31, 2024, Dr.

Schafer held unexercised options to purchase an aggregate of 154,767 shares of the Common Stock of the Company.

(9) As of December 31, 2024, Dr.

Sohn held unexercised options to purchase an aggregate of 108,000 shares of the Common Stock of the Company.

Lawver joined our Board in February 2025.

Durso Joined our Board in February 2025.

The information called for by this item is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection with our 2026 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2025.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information regarding the beneficial ownership of the Company’s Common Stock as of February 24, 2025 by (i) each person or group of persons known by us to beneficially own more than five percent of our Common Stock, (ii) each of our named executive officers, (iii) each of our directors and nominees for director and (iv) all of our directors and executive officers as a group.

The following table gives effect to the shares of Common Stock issuable within 60 days of February 24, 2025 upon the exercise of all options and other rights beneficially owned by the indicated stockholders on that date.

Beneficial ownership is determined in accordance with Rule 13d-3 promulgated under Section 13 of the Securities Exchange Act of

1934, as amended, and includes voting and investment power with respect to shares.

Percentage of beneficial ownership is based on 77,013,658 shares of Common Stock outstanding at the close of business on February 24, 2025.

Except as otherwise noted below, each person or entity named in the following table has sole voting and investment power with respect to all shares of our Common Stock that he, she or it beneficially owns.

Unless otherwise indicated, the address of each beneficial owner listed below is c/o Altimmune, Inc., 910 Clopper Road, Suite 201S, Gaithersburg, Maryland 20878.

Percentage of

Name of Beneficial Owner

5% or Greater Stockholders:

BlackRock, Inc.

Ameriprise Financial, Inc.

Directors and Named Executive Officers:

Scot Roberts (4)

Scott Harris (5)

Mitchel Sayare, Ph.D.

Schafer, M.D., MPH (9)

Wayne Pisano (10)

Jorkasky, M.D.

Catherine Sohn, Pharm D (12)

Teri Lawver (13)

Jerome Durso (14)

All Executive Officers and Directors as a Group (14 persons) (15)

Represents beneficial ownership of less than one percent of Altimmune’s outstanding Common Stock.

(1) This information is based solely on information reported on a Schedule 13G/A filed with the SEC on February 5, 2025 on behalf of BlackRock, Inc.

According to the report, BlackRock has sole voting dispositive and power with respect to 6,159,305 shares of the Common Stock of the Company.

The principal business address of BlackRock is 50 Hudson Yards, New York, NY 10001

(2) This information is based solely on information reported on a Schedule 13G/A filed with the SEC on February 14, 2025 on behalf of Ameriprise Financial, Inc., TAM UK International Holdings Limited, Threadneedle Holdings Limited, TAM UK Holdings Limited, Threadneedle Asset Management Holdings Limited, TC Financing Ltd, Threadneedle Asset Management Limited and Threadneedle Investment Services Limited, collectively (“Ameriprise Entities”).

Ameriprise Financial, Inc., as the parent company of the other Ameriprise Entities, may be deemed to beneficially own the shares reported herein by other Ameriprise Entities.

Each of the Ameriprise Entities disclaims beneficial ownership of any shares reported on this Schedule 13G/A filing.

According to the report, Ameriprise Financial, Inc.

has shared voting power with respect to 5,240,321 shares of Common Stock of the Company and shared dispositive power with respect to 5,254,898 shares of the Common Stock of the Company.

The principal business address of Ameriprise Financial, Inc is 145 Ameriprise Financial Center.

Minneapolis, MN 55474.

(3) Consists of 355,082 shares of Common Stock, and 1,201,393 shares of Common Stock which can be acquired upon exercise of outstanding options or vesting of restricted stock within 60 days of February 24, 2025.

(4) Consists of 73,220 shares of Common Stock and 332,917 shares of Common Stock which can be acquired upon exercise of outstanding options or vesting of restricted stock within 60 days of February 24, 2025.

(5) Consists of 81,856 shares of Common Stock and 408,791 shares of Common Stock which can be acquired upon exercise of outstanding options or vesting of restricted stock within 60 days of February 24, 2025.

(6) Consists of 26,363 shares of Common Stock and 148,484 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2025

(7) Consists of 2,771 shares of Common Stock and 137,317 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2025.

(8) Consists of 8,731 shares of Common Stock, 17,848 shares of Common Stock held by Paradigm Venture Partners, L.P., of which Mr.

Hodges is deemed to be the beneficial owner of these securities and 137,317 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2025.

(9) Consists of 9,179 shares of Common Stock and 137,317 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2025.

(10) Consists of 8,498 shares of Common Stock and 116,650 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2025.

(11) Consists of 123,040 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2025.

(12) Consists of 76,189 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2025.

(13) Consists of 3,878 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2025.

(14) Consists of 3,878 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2025.

(15) Includes 618,450 shares of Common Stock held by the Company’s current directors and executive officers and 2,948,483 shares of Common Stock that can be acquired by the Company’s current directors and executive officers upon the exercise of outstanding options or vesting of restricted stock within 60 days of February 24, 2025.

Equity Compensation Plan Information

The following table provides information regarding the number of securities to be issued under our equity plans, the weighted-average exercise price of options issued under our equity plans and the number of securities remaining available for future issuance under our equity plans, in each case as of December 31, 2024:

securities to be

exercise price of

of outstanding

outstanding options,

issuance under equity

Plan category

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders (1)

(1) Represents shares underlying awards issued pursuant to the Company’s 2018 Inducement Grant Plan and shares remaining available for issuance thereunder.

Please see Note 9 Stock-Based Compensation to our Annual Report on Form 10-K for the year ended December 31, 2024, for additional information regarding the Inducement Plan.

Certain Relationships and Related Transactions, and Director Independence

Director independence

The Board of Directors has determined that each of our current directors, other than Dr.

Garg, currently meet the independence requirements contained in the NASDAQ listing standards and applicable tax and securities rules and regulations.

None of our non-employee directors has or had a relationship with the Company or its subsidiaries that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In compliance with the NASDAQ listing standards, we have a Board of Directors comprised of a majority of independent directors.

The NASDAQ listing standards have both objective tests and a subjective test for determining who is an “independent director.” The objective tests state, for example, that a director is not considered independent if he is an employee of the Company or is a partner in or controlling stockholder or executive officer of an entity to which the Company made, or from which the Company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year.

The subjective test states that an independent director must be a person who lacks a relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

None of the non-employee directors were disqualified from “independent” status under the objective tests.

In assessing independence under the subjective test, the Board took into account the standards in the objective tests, and reviewed and discussed additional information provided by the directors with regard to each director’s business and personal activities as they may relate to Altimmune’s management.

Based on all of the foregoing, as required by the NASDAQ listing standards, the Board made a substantive determination as to each of the non-employee directors that no relationship exists which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Board has not established categorical standards or guidelines to make these subjective determinations, but considers all relevant facts and circumstances.

In addition to Board-level standards for director independence, except as described above under “Item 10 – Board committees,” the directors who serve on the Audit Committee and the Compensation Committee each satisfy standards established by the SEC and the NASDAQ listing rules providing that to qualify as “independent” for purposes of membership on the Audit Committee or the Compensation Committee, members of such committees may not accept directly or indirectly any consulting, advisory or other compensatory fee from the Company other than their director compensation.

Also, each of the directors who serve on the Compensation Committee has been determined to be a “non-employee director” for purposes of the applicable SEC rules and regulations and an “outside director” for purposes of the applicable tax rules.

In making its independence determinations, the Board considered transactions occurring since the beginning of 2018 between the Company and entities associated with the independent directors or members of their immediate family, including the transaction whereby Catherine Sohn entered into a consulting agreement with the Company on February 6, 2025.

In each case, the Board determined that, because of the nature of the director’s relationship with the entity and/or the amount involved, the relationship did not impair the director’s independence.

The Company does not have a director tenure requirement, as it believes its efforts to regularly refresh the Board with new directors, as well as natural turnover, has achieved the appropriate balance between maintaining longer-term directors with deep institutional knowledge and new directors who bring new perspectives and diversity to the Board.

Notwithstanding this belief and the fact that the Company’s corporate governance guidelines and NASDAQ Global Market rules do not deem long-tenured directors to be non-independent, the Board reviews director tenure in connection with its director independence determinations.

Review and approval of related party transactions

Our related parties include our directors, executive officers, holders of more than five percent of the outstanding shares of our Common Stock and the foregoing persons’ immediate family members.

We review relationships and transactions in which the Company and our related parties are participants to determine whether such related persons have

a direct or indirect material interest.

Our Related Party Transaction Policy requires our Audit Committee to review any related party transactions in which the amount involved will, or may be, expected to exceed $50,000.

Additionally, as required under SEC rules, transactions since January 1, 2024 that are determined to be directly or indirectly material to a related party are disclosed below.

In addition, the Audit Committee reviews and approves any related party transaction that is required to be disclosed.

Except as described below and other than Board or employment relationships and compensation resulting from those employment relationships, no director, executive officer, holder or more than five percent of the outstanding shares of our Common Stock or immediate family member of any of the foregoing, was a party to any transaction or series of transactions since January 1, 2024, or is to be a party to any currently proposed transaction or series of proposed transactions, in which (i) the Company (including any of its subsidiaries) was, is, or will be a participant, (ii) the amount involved will, or may be, expected to exceed $120,000 for any related party group within the combined periods required to be presented in the financial statements, and (iii) any related party had, has, or will have a direct or indirect interest other than solely as a result of being a director of another entity.

In August 2023, we entered into a Master Services Agreement and a Statement of Work with Inizio Evoke Communications (“Inizio Evoke”) (formerly a/k/a Evoke Canale, Inc.

(“Evoke”)), pursuant to which Inizio Evoke will provide to the Company twelve months of communications planning, which includes strategy planning and account management, media relations and data communications, and social media services.

Sohn’s daughter, Jennifer Gallo, is an Executive Vice President at Evoke Kyne, a division of Inizio Evoke which may be involved in the services provided.

During the year ended December 31, 2024, we paid $300,000 to Inizio Evoke.

Indemnification agreements

We have entered into an indemnification agreement with each of our officers and outside directors.

The indemnification agreements and our certificate of incorporation and bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law.

Principal Accountant Fees and Services

The following table sets forth the aggregate fees billed to the Company for services during the fiscal years ended December 31, 2024 and 2023 by our independent registered public accounting firm, Ernst & Young LLP (“E&Y”):

Audit Fees (1)

(1) Audit Fees consist of fees billed for professional services rendered for the audit of the Company’s consolidated annual financial statements included in the Company’s Annual Report and review of the interim consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q, and services that are normally provided by independent registered public accountants in connection with statutory and regulatory filings or engagements.

(2) Tax Fees were billed for services including assistance with tax compliance and the preparation of tax returns, tax consultation services, assistance in connection with tax audits and tax advice.

Pre-Approval Policies

The Audit Committee, or a designated member thereof, pre-approves all audit, audit-related, tax and other services rendered by the independent registered public accounting firm to the Company or its subsidiaries.

Immediately following the completion of each fiscal year, the Company’s independent registered public accounting firm shall submit to the Audit Committee (and the Audit Committee shall request from the independent registered public accounting firm), as soon as possible, a formal written statement describing:

(i) the independent registered public accounting firm’s internal quality-control procedures;

and (ii) all relationships between the independent registered public accounting firm and the Company, including at least the matters set forth in Independence Standards Board Standard

1 (Independence Discussion with Audit Committees), in order to assess the independent registered public accounting firm’s independence.

Immediately following the completion of each fiscal year, the independent registered public accounting firm also shall submit to the Audit Committee (and the Audit Committee shall request from the independent registered public accounting firm), a formal written statement of the fees billed by the independent registered public accounting firm to the Company in each of the last two fiscal years for each of the following categories of services rendered by the independent registered public accounting firm:

(i) the audit of the Company’s annual financial statements and the reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q or services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements;

(ii) assurance and related services not included in clause (i) that are reasonably related to the performance of the audit or review of the Company’s financial statements, in the aggregate and by each service;

(iii) tax compliance, tax advice and tax planning services, in the aggregate and by each service;

and (iv) all other products and services rendered by the independent registered public accounting firm, in the aggregate and by each service.

Exhibits and Financial Statement Schedules

4 unchanged sentences

Exhibit Index

Equity Distribution Agreement, dated November 6, 2025 among the Registrant and Leerink Partners LLC (incorporated by reference to Exhibit 1.1 to the Registrant’s Form 8-K filed on November 6, 2025)

Equity Distribution Agreement, dated February 27, 2025 among the Registrant and Leerink Partners LLC, Piper Sandler & Co.

and Stifel, Nicolaus & Company, Incorporated (incorporated by reference to Exhibit 1.2 to the Registrant’s Form S-3 filed on February 27, 2025)

Equity Distribution Agreement, dated February 28, 2023 among the Registrant and Evercore Group L.L.C., JMP Securities LLC and B.

Riley Securities, Inc.

(incorporated by reference to Exhibit 1.2 to the Registrant’s Form S-3ASR filed on February 28, 2023)

Agreement and Plan of Merger and Reorganization, dated July 8, 2019, by and among Altimmune, Inc., Springfield Merger Sub, Inc., Springfield Merger Sub, LLC, Spitfire Pharma, Inc.

13 unchanged sentences

Altimmune, Inc.

2001 Employee Stock Option Plan (incorporated by reference to Exhibit 99.1 to the Registrant’s Form S-8 filed on May 10, 2017)

Altimmune, Inc.

2001 Non-Employee Stock Option Plan (incorporated by reference to Exhibit 99.2 to the Registrant’s Form S-8 filed on May 10, 2017)

Altimmune, Inc.

2018 Inducement Grant Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on December 3, 2018)

2 unchanged sentences

Altimmune, Inc.

Non-Employee Director Compensation Policy

Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.7 to the Registrant’s Form 10 K filed on February 27, 2025)

Amended and Restated License Agreement, dated July 12, 2019, by and between Mederis Diabetes, LLC and Spitfire Pharma, Inc.

4 unchanged sentences

(incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on November 27, 2018)

Transitional Services and Release Agreement, dated November 30, 2025, by and between Altimmune, Inc.

and Vipin Garg (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on December 1, 2025)

Employment Agreement, dated December 7, 2015, between M.

Scot Roberts and Altimmune, Inc.

(incorporated by reference to Exhibit 10.17 to the Registrant’s Form 10-Q filed on August 14, 2017)

Employment Agreement, dated September 9, 2019, by and between Altimmune, Inc.

Scott Harris (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q filed on November 13, 2019)

Employment Agreement, dated January 1, 2023, by and between Altimmune, Inc.

and Raymond M.

Jordt (incorporated by reference to Exhibit 10.30 to the Registrant’s Form 10-K filed on February 28, 2023)

Transitional Services and Release Agreement, dated September 30, 2025, by and between Altimmune, Inc.

Scott Harris (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed on November 6, 2025)

Employment Agreement, dated November 6, 2024, by and between Altimmune, Inc.

and Gregory Weaver (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on November 12, 2024)

Equity Distribution Agreement, dated February 28, 2023 among the Registrant and Evercore Group L.L.C., JMP Securities LLC and B.

Riley Securities, Inc.

(incorporated by reference to Exhibit 1.2 to the Registrant’s Form S-3ASR filed on February 28, 2023)

Employment Agreement, dated September 23, 2025, by and between Altimmune, Inc.

and Christophe Arbet-Engels

Employment Agreement, dated November 30, 2025, by and between Altimmune, Inc.

and Jerome Durso (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on December 1, 2025)

Consulting Agreement, dated February 6, 2025, by and between Altimmune, Inc.

and Catherine Sohn

Insider Trading Policies and Procedures

and Catherine Sohn (incorporated by reference to Exhibit 10.15 to the Registrant’s Form 10-K filed on February 27, 2025)

Loan and Security Agreement, dated May 13, 2025, by and between Altimmune, Inc.

and Hercules Capital, Inc.

(incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q filed on May 13, 2025)

Amendment to Loan and Security Agreement, dated November 5, 2025, by and between Altimmune, Inc.

and Hercules Capital, Inc.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on November 6, 2025)

Insider Trading Policies and Procedures (incorporated by reference to Exhibit 19 to the Registrant’s Form 10-K filed on February 27, 2025 )

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

4 unchanged sentences

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Policy Relating to Recovery of Erroneously Awarded Compensation

Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 to the Registrant’s Form 10-K filed on March 27, 2024)

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

11 unchanged sentences

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, in the city of Gaithersburg, State of Maryland, on the 27 th day of February 2025.

ALTIMMUNE, INC.

Chief Executive Officer

/s/ Jerome Durso

President and Chief Executive Officer

POWER OF ATTORNEY

BY THESE PRESENTS, each person whose signature appears below constitutes and appoints Vipin K.

Garg and Gregory Weaver his true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this annual report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S.

BY THESE PRESENTS, each person whose signature appears below constitutes and appoints Jerome Durso and Gregory Weaver his true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this annual report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S.

Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

President, Chief Executive Officer and Director (Principal Executive Officer)

February 27, 2025

/s/ Jerome Durso

Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)

March 6, 2026

/s/ Gregory Weaver

1 unchanged sentence

Chief Financial Officer, (Principal Financial Officer and Principal Accounting Officer)

February 27, 2025

/s/ Mitchel Sayare, Ph.D.

Mitchel Sayare, Ph.D.

Chairman of the Board

February 27, 2025

March 6, 2026

/s/ John Gill

February 27, 2025

March 6, 2026

/s/ Philip Hodges

Philip Hodges

February 27, 2025

Schafer, M.D.

February 27, 2025

/s/ Wayne Pisano

February 27, 2025

March 6, 2026

/s/ Diane Jorkasky, M.D.

Diane Jorkasky, M.D.

February 27, 2025

March 6, 2026

/s/ Teri Lawver

March 6, 2026

/s/ Wayne Pisano

March 6, 2026

/s/ Mitchel Sayare, Ph.D.

Mitchel Sayare, Ph.

March 6, 2026

Schafer, M.D.

March 6, 2026

/s/ Catherine Sohn, Pharm D.

Catherine Sohn, Pharm D.

February 27, 2025

/s/ Teri Lawver

February 27, 2025

/s/ Jerome Durso

February 27, 2025

March 6, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures