What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-25 compared with 2025-03-27 · 203 added, 192 removed, 488 unchanged (45% of the section changed)

14 unchanged sentences

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025.

Our independent registered public accounting firm, Marcum, was not required to perform an evaluation of our internal control over financial reporting as of December 31, 2024.

Our independent registered public accounting firm, CBIZ, was not required to perform an evaluation of our internal control over financial reporting as of December 31, 2025.

Changes in Internal Control Over Financial Reporting

In connection with the audit of our financial statements as of December 31, 2023 and for the year ended December 31, 2023, we identified two material weaknesses in our internal control over financial reporting.

The material weaknesses related to lack of adequate and timely review of reconciliations and consolidations, resulting in material adjustments, and significant post-closing adjustments;

and lack of adequate review of journal entries, resulting in material post-closing adjustments.

We have implemented and will continue to implement measures designed to improve our internal control over financial reporting to remediate the material weaknesses, including the following:

we continue to establish effective monitoring and oversight controls for non-recurring and complex transactions to ensure the accuracy and completeness of our consolidated financial statements and related disclosures;

we have obtained accounting and advisory services from professional accounting consultants with U.S.

GAAP and SEC reporting experience;

we continue to conduct accounting and financial reporting training for our employees.

We concluded the previously reported material weaknesses have been remedied as of December 31, 2024.

There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of the Registered Public Accounting Firm

42 unchanged sentences

She also studied at Fudan University in Shanghai, China.

Huang also completed the Corporate Board Director Certificate program at Harvard Business School, further reinforcing her commitment to strong corporate governance and long-term value creation.

June Lu, Ph.D.

1 unchanged sentence

Prior to this appointment, she served as our Executive Director of Transitional Medicine.

Lu has nearly 25 years of industry experience in innovative drug research and development and is an accomplished professional in scientific, translational and strategic analysis aspects of pipeline projects and pipeline assets.

Her special expertise is in multidisciplinary, collaborative leadership experiences in the biotech and pharmaceutical industry.

Prior to BeyondSpring, Dr.

Lu worked at Endocyte, which developed 177Lu-PSMA-617, now approved drug Pluvicto®, and at Advanced Accelerator Applications, a Novartis company, and Novartis Institute for Biomedical Research.

Lu has 25+ years of industry experience in innovative drug research and development from discovery to clinical studies.

She is an accomplished professional in scientific, translational and strategic analysis aspects of R&D projects and pipeline assets.

Her special expertise is in multidisciplinary, collaborative leadership experience in the biotech and pharmaceutical industry.

Prior to BeyondSpring, she worked at Endocyte, which developed 177Lu-PSMA-617, now approved drug Pluvicto®, and at Advanced Accelerator Applications, a Novartis company, and Novartis Institute for Biomedical Research.

Lu has led cross-functional project teams to develop small molecule-based strategies for cancer (FolateImmune;

bispecific CAR-T cell therapy) and autoimmunity (such as DHFR/mTOR inhibitors).

In addition, Dr.

Lu has spearheaded deep-dive scientific efforts in macrophage-targeting, drug resistance & combinations with IO agents such as PD-1/CTLA-4 inhibitors, target identification/pre-validation and indication selections.

Lu has authored about 30+ peer-reviewed publications and is an inventor for multiple patents.

She received her Ph.D.

in chemistry (biochemistry division) from Purdue University and B.S.

bispecific CAR-T cell therapy) and autoimmunity (DHFR/mTOR inhibitors).

In addition, she has spearheaded deep-dive scientific efforts in drug resistance & IO combinations (PD-1/CTLA-4), macrophage-targeting, indication selections and novel target identification/pre-validation, and.

She has authored over 30 peer-reviewed publications and is an inventor of multiple patents in diverse disease areas.

June Lu received her Ph.D.

in chemistry (biochemistry division) from Purdue University under the mentorship of Dr.

Philip Low (co-founder of Endocyte and other biotech companies) and B.S.

degree in analytical chemistry from Zhejiang University of Technology.

35 unchanged sentences

Kirkby is a qualified solicitor in England and Wales and Hong Kong.

Jiangwen (Jen) Majeti, Ph.D., MBA has served on our board since August 2022.

Jiangwen Majeti, Ph.D., MBA has served on our board since August 2022.

Majeti is an investor, biotech company advisor, and executive with more than 20 years of experience in the biotech and pharmaceutical industry.

72 unchanged sentences

In connection with our initial public offering, we have adopted a written code of ethics that applies to all of our directors, executive officers and employees.

The code of ethics is available in the investors section of our website (www.beyondspringpharma.com/corporate-governance).

The code of ethics is available in the investors section of our website (https://beyondspringpharma.com/investors).

Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this Annual Report.

4 unchanged sentences

Executive Compensation.

In reviewing this Executive Compensation section, please note that the Company is a “smaller reporting company” as defined under applicable SEC rules and is permitted to include scaled disclosure with respect to certain executive compensation information otherwise required by Item 402 of Regulation S-K.

This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below.

In reviewing this Executive Compensation section, please note that the Company is a “smaller reporting company” as defined under applicable SEC rules and is permitted to include reduced disclosure with respect to certain executive compensation information otherwise required by Item 402 of Regulation S-K.

This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table for 2025” below.

For the fiscal year ended December 31, 2025, our named executive officers (“NEOs”) and their positions were as follows:

1 unchanged sentence

June Lu, Ph.D., Chief Scientific Officer

Kenneth Lloyd, Ph.D., former Chief Scientific Officer.

Summary Compensation Table

Summary Compensation Table for 2025

The following table provides information regarding the compensation earned by our NEOs from the Company and its subsidiaries for the years ended December 31, 2025 and December 31, 2024.

5 unchanged sentences

Chief Scientific Officer

Kenneth Lloyd

Former Chief Scientific Officer (1)

Lloyd had been engaged as the Company’s Chief Scientific Officer until March 31, 2024 through consulting service contracts entered into with the Company.

Lloyd retired from his role as Chief Scientific Officer of the Company, effective as of March 31, 2024, and continued to provide services in an advisory role to the Company as requested through November 1, 2024.

____________________________________

Amounts reported in this column reflect the salary received by the NEOs during 2025 and 2024, respectively.

Huang, the amounts include her salary received from both the Company and SEED, a subsidiary of the Company as of December 31, 2024.

Huang, the amounts include her salary received from both the Company and SEED, a subsidiary of the Company.

Refer to section entitled “—Executive Employment Agreements” below for a more detailed description of Dr.

Huang’s employment arrangement.

Amounts reported in this column reflect the retention bonuses received by each NEO in 2023 pursuant to the retention letters dated January 13, 2022.

Amounts reported in this column reflect the aggregate grant date fair value of the option awards granted during 2024 and 2023, respectively, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 for stock-based compensation transactions (“ASC 718”).

There are no special bonuses earned by the NEOs with respect to services provided in 2025 and 2024.

Amounts reported in this column reflect the aggregate grant date fair value of the options granted during 2025 and 2024, respectively, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 for stock-based compensation (“ASC 718”).

Such grant date fair values do not take into account any estimated forfeitures related to service-based vesting conditions.

Assumptions used in the calculation of these amounts are included in Note 7 to our consolidated financial statements included in this Annual Report.

These amounts do not reflect the actual economic value that may be realized by the executive officers upon the exercise of the share options or the sale of the ordinary shares underlying such share options.

In 2024, in addition to the share options granted by the Company under the 2017 Omnibus Incentive plan, Dr.

Huang was also granted an option to purchase ordinary shares of SEED with an aggregate grant date fair value of $30,000 (the “SEED Option”), under SEED’s 2022 Share Incentive Plan.

The aggregate grant date fair value of the SEED Option is included in this column.

Amounts reported in this column reflect the annual incentive bonuses each applicable NEO earned based on the performance for the years of 2024 and 2023, and paid or scheduled to be paid in the following years, respectively.

The bonuses earned by each applicable NEO are the products of (i) the NEO’s target bonus for the year, expressed as a percentage of the NEO’s then-effective base salary;

(ii) a corporate rate as determined by the Compensation Committee, based on the Compensation Committee’s evaluation of Company performance of the year;

and (iii) an individual rate based on the valuations of the NEO’s individual performance, including the NEO’s self-evaluations.

These amounts do not reflect the actual economic value that may be realized by our NEOs upon the exercise of the options or the sale of the ordinary shares underlying such options.

In addition to the options granted by the Company under the 2017 Omnibus Incentive plan, Dr.

Huang was also granted an option to purchase ordinary shares of SEED with an aggregate grant date fair value of $30,000 (the “SEED Option”) in 2024 under SEED’s 2022 Share Incentive Plan.

The aggregate grant date fair value of the SEED Option is included in this column for Dr.

Huang for 2024.

Amounts reported in this column reflect the annual incentive bonuses earned by our NEOs based on performance for the years of 2025 and 2024, and paid or scheduled to be paid in the following years, respectively.

The annual incentive bonuses earned by each NEO are the products of (i) the NEO’s target bonus for the year, expressed as a percentage of the NEO’s then-effective base salary and (ii) a final performance rate.

Refer to “—Elements of Compensation—Annual Incentive Bonuses” for a detailed description on the performance rate determination.

As of the date of this Annual Report, the 2025 annual incentive bonuses earned by each of Dr.

5 unchanged sentences

Huang’s employment arrangement.

Amounts reported in this column for fiscal year 2024 reflect the 401(k) matching contributions made by the Company for Dr.

Amounts reported in this column for 2025 and 2024 reflect the 401(k) matching contributions made by the Company for Dr.

Huang and Dr.

Lu, and consulting fees for Dr.

Lu for each year..

Elements of Compensation

1 unchanged sentence

Base Salaries

Lan Huang and Dr.

June Lu received a fixed base salary from the Company in respect of 2024 (in respect of Dr.

Huang and Dr.

Lu received a fixed base salary from the Company in respect of 2025 (in respect of Dr.

Huang, from both the Company and SEED).

The 2025 base salaries for our NEOs were as follows:

(a) $452,920 for Dr.

$452,920 for Dr.

Lan Huang, and (b) $261,667 for Dr.

Kenneth Lloyd didn’t receive a base salary in 2024, as Dr.

Lloyd was engaged by the Company through his consulting service contract entered into with the Company, and received consulting fees as detailed in the Summary Compensation Table.

Lu’s annual base salary rate was increased to

$280,000 effective as of December 1, 2025.

Annual Incentive Bonuses

1 unchanged sentence

Huang’s employment agreement, Dr.

Huang is eligible to participate in any bonus program, on a basis consistent with that applicable to other senior management employees, in accordance with company policy.

For years of 2023 and 2024, Dr.

Huang’s target annual merit bonuses were 50% of her then-effective base salary.

Under the terms of Dr Lu’s offer letter, Dr.

Lu was eligible to receive an annual bonus of up to 25% of her base salary, subject to the Company’s performance and terms and conditions to be established by the Company.

Kenneth Lloyd was not entitled to receive annual incentive bonuses for years of 2023 or 2024.

The amounts of annual incentive bonuses that each of Dr.

Huang is eligible to participate in any bonus program sponsored by the Company on a basis consistent with that applicable to other senior management employees, in accordance with company policy.

For 2025 and 2024, Dr.

Huang’s target annual incentive bonuses were 50% of her then-effective base salary.

Under the terms of Dr.

Lu’s offer letter, Dr.

Lu was eligible to receive an annual incentive bonus of up to 25% of her base salary, subject to the Company’s performance and terms and conditions to be established by the Company.

The annual incentive bonuses that each of Dr.

Huang and Dr.

Lu earned for the years of 2023 and 2024 were included in the Summary Compensation Table, which were based on the performance for the years of 2024 and 2023, and paid or scheduled to be paid in the following years, respectively.

The bonuses earned by each of Dr.

Lu earned for 2025 and 2024 were based on performance for 2025 and 2024, and paid or scheduled to be paid in the following years, respectively.

The annual incentive bonuses earned by each of Dr.

Huang and Dr.

Lu for 2023 and 2024 are the products of (i) their respective target bonus for the year, expressed as a percentage of their then-effective base salary;

(ii) a corporate rate as determined by the Compensation Committee, based on the Compensation Committee’s evaluation of Company performance of the year;

and (iii) an individual rate based on the valuations of the NEO’s individual performance, including the NEO’s self-evaluations.

Lu for 2025 and 2024 are the products of (i) their respective target bonus for the applicable year, expressed as a percentage of their then-effective base salary;

and (ii) a final performance rate determined as below.

The final performance rate is the sum of:

(i) a corporate performance rating determined by the Compensation Committee based on its evaluation of the Company’s overall performance for the applicable year (weighted at 50% for 2025), (ii) a manager evaluation determined by our board of directors for Dr.

Huang, and by Dr.

Huang for Dr.

Lu, based on an assessment of the NEO’s individual performance for the applicable year (weighted at 25% for 2025), and (iii) the NEO’s self-evaluation for the applicable year (weighted at 25% for 2025).

As of the date of this Annual Report, the 2025 annual incentive bonuses earned by each of Dr.

7 unchanged sentences

We granted the following options to our NEOs in fiscal year 2025:

33,663 incentive stock options, granted on March 19, 2024, at an exercise price of $3.168 per share.

These options will vest in three equal installments on each of June 30, 2024, December 31, 2024 and June 30, 2025, subject to Dr.

Huang’s continuous service with us through the applicable vesting dates, and will expire on the fifth anniversary of the grant date.

The aggregate grant date fair value of these options is $78,435, computed in accordance with ASC 718.

(i) 19,180 incentive stock options, granted on March 1, 2024, at an exercise price of $1.33 per share, which will vest in three equal installments on each of June 30, 2024, December 31, 2024 and June 30, 2025;

(ii) 50,000 incentive stock options, granted on April 1, 2024, at an exercise price of $3.57 per share, which will vest in four equal installments on the four anniversaries of the grant date;

in each case, subject to Dr.

Lu’s continuous service with us through the applicable vesting dates.

The options granted to Dr.

Lu will expire on the ten anniversary of the grant date.

The aggregate grant date fair value of these options is $177,475, computed in accordance with ASC 718.

12,000 non-qualified stock options, granted on January 1, 2024, at an exercise price of $0.9 per share.

These options vested in six equal installments monthly, commencing on January 31, 2024.

43,630 options, granted on April 21, 2025, at an exercise price of $1.441 per share.

These options will vest on April 21, 2026, subject to Dr.

Huang’s continuous service with us through the vesting date, and will expire on the fifth anniversary of the grant date.

The aggregate grant date fair value of these options is $37,522, computed in accordance with ASC 718.

In addition, on February 15, 2024, SEED granted to Dr.

Huang an incentive share option to purchase 250,000 ordinary shares of SEED under SEED’s 2022 Share Incentive Plan (the “SEED Incentive Plan”), at an exercise price of $0.50 per share.

18,981 options, granted on April 21, 2025, at an exercise price of $1.31 per share.

These options will vest on April 21, 2026, subject to Dr.

Lu’s continuous service with us through the vesting date, and will expire on the tenth anniversary of the grant date.

The aggregate grant date fair value of these options is $21,449, computed in accordance with ASC 718.

Additional information regarding outstanding equity awards held by each of our NEOs is described in greater detail in the section entitled “—Outstanding Equity Awards at Fiscal Year End for 2025” below.

Retirement Benefits

BeyondSpring U.S.

maintains a tax-qualified 401(k) savings plan for its employees in the U.S.

The Company’s named executive officers are eligible to participate in the 401(k) plan on the same basis as its other employees.

Retirement Benefit

We maintain a tax-qualified 401(k) savings plan for our employees in the U.S.

Our NEOs are eligible to participate in the 401(k) plan on the same basis as our other employees.

The 401(k) plan provides for an employer match of 100% of employee deferrals up to 6% of the employee’s compensation, capped at the statutory compensation limits.

1 unchanged sentence

The Company does not maintain defined benefit plans or nonqualified deferred compensation plans.

Employee Benefits and Perquisites

Employee Benefits

Huang and Dr.

Lu are eligible to participate in our other broad-based employee benefit plans, including our medical, dental, vision, disability and life insurance plans, in each case, on the same basis as our employees generally and subject to the terms and eligibility requirements of those plans.

In accordance with his consulting agreement, Dr.

Lloyd was reimbursed for the cost of health insurance for him up to $500 per month.

Outstanding Equity Awards at 2024 Fiscal Year End

Outstanding Equity Awards at Fiscal Year End for 2025

The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2025.

6 unchanged sentences

Lan Huang (1)

In addition to the awards listed above, Dr.

Huang also holds 750,000 outstanding option awards granted by SEED in each of 2022 and 2024 under SEED Incentive Plan at an exercise price of $0.50 per share, of which, (i) 312,500 SEED options are unexercised options that were exercisable as of December 31, 2024, (ii) 437,500 SEED options are unexercised options that were not exercisable as of December 31, 2024.

These unvested options granted by SEED will vest in seven tranches as follows:

62,500 SEED options will vest on each of December 1, 2025, December 1, 2026, December 1, 2027, February 15, 2025, February 15, 2026, February 15, 2027 and February 15, 2028.

______________________________________

In addition to the options listed above, Dr.

Huang also holds a total of 750,000 outstanding options granted by SEED in 2022 and 2024 under the SEED Incentive Plan at an exercise price of $0.50 per share, of which, (i) 437,500 SEED options are unexercised options that were exercisable as of December 31, 2025, (ii) 312,500 SEED options are unexercised options that were not exercisable as of December 31, 2025.

These unvested options granted by SEED will vest in five tranches as follows:

62,500 SEED options will vest on each of February 15, 2026, December 1, 2026, February 15, 2027, December 1, 2027 and February 15, 2028.

The SEED options granted to Dr.

Huang in 2022 have an expiration date of December 1, 2032;

and those granted in 2024 have an expiration date of February 15, 2029.

The options will vest on June 30, 2025.

The options will vest as follows:

133,333 options will vest on May 8, 2025;

and 133,334 options will vest on May 8, 2026.

The options will vest upon satisfaction of certain performance metrics as provided under the option award agreements.

Huang in 2022 have an expiration date of December 1, 2032, and those granted in 2024 have an expiration date of February 15, 2029.

The options will vest on April 21, 2026.

The options will vest on May 8, 2026.

The options will vest upon satisfaction of certain performance conditions with respect to research and development progress prior to the expiration of the options on the 10-year anniversary of the date of grant, as provided under the option award agreements.

The options will vest on April 21, 2026.

The options will vest as follows:

12,500 options will vest on April 1, 2025;

12,500 options will vest on April 1, 2026;

12,500 options will vest on April 1, 2027;

and 12,500 options will vest on April 1, 2028.

The options will vest on June 30, 2025.

The options will vest on October 18, 2025.

12,500 options will vest on each of April 1, 2026, April 1, 2027, and April 1, 2028.

Executive Employment Agreements

2 unchanged sentences

The key terms of the employment related agreements are described below.

Employment Agreement with Lan Huang, Ph.D., Chief Executive Officer

Lan Huang, our Co-founder, Chairperson, Chief Executive Officer and Principal Financial Officer, is party to an amended and restated employment agreement with BeyondSpring U.S.

dated as of November 10, 2016, as amended by those letter amendments effective January 1, 2020, January 19, 2021, January 11, 2022, April 1, 2023, November 1, 2023, and August 7, 2024.

Huang’s employment agreement provides for a base salary, which has been adjusted from time to time.

Employment Agreement with Dr.

Huang is party to an amended and restated employment agreement with BeyondSpring U.S.

dated November 10, 2016, as amended on January 11, 2022 and further amended by those letter amendments dated January 13, 2022, March 23, 2023, October 11, 2023, August 7, 2024, and December 20, 2025.

Huang’s employment agreement provides for an annual base salary, which has been adjusted from time to time.

Huang is also party to a separate employment agreement with a subsidiary of SEED, pursuant to which Dr.

4 unchanged sentences

Huang’s employment agreement, Dr.

Huang is eligible to participate in any bonus program, on a basis consistent with that applicable to other employees at her level, in accordance with company policy, with a target annual merit bonus of 50% of base salary for fiscal year 2023 and 2024.

Huang is eligible to participate in any bonus program sponsored by the Company on a basis consistent with that applicable to other employees at her level, in accordance with company policy, with a target annual merit bonus of 50% of base salary for 2024 and 2025.

Huang’s employment is at will, and can be terminated by us at any time or by Dr.

7 unchanged sentences

Huang’s severance entitlements is described in greater detail in the section entitled “—Potential Payments Upon Termination or Change in Control” below.

Offer Letter with June Lu, Ph.D., Chief Scientific Officer

Offer Letter with Dr.

Lu is party to an offer letter with BeyondSpring U.S.

dated September 17, 2021, as amended effective as of April 1, 2024.

dated September 17, 2021, as amended by those letter amendments effective as of April 1, 2024 and December 1, 2025.

Lu’s offer letter provides for an annual base salary, which has been adjusted from time to time, and her eligibility for an annual bonus of up to 25% of her base salary, subject to the Company’s performance and terms and conditions to be established by the Company.

Effective April 1, 2024, Dr.

Lu was promoted to Chief Scientific Officer.

Lu’s employment is at will, and can be terminated by us or by Dr.

Lu at any time and for any reason.

Consulting Agreement with G.

Kenneth Lloyd, Ph.D., Former Chief Scientific Officer

Kenneth Lloyd had been engaged as the Company’s Chief Scientific Officer until March 31, 2024 through consulting service contracts entered into with the Company, as amended from time to time.

Lloyd retired from his role as Chief Scientific Officer of the Company, effective as of March 31, 2024, and continued to provide services in an advisory role to the Company pursuant to the consulting service contracts through November 1, 2024.

The consulting service contracts entered into with Dr.

Lloyd, as amended from time to time, provide for payment of consulting fees for his services provided to the Company and its subsidiaries, and reimbursement for the cost of Dr.

Lloyd’s health insurance.

On November 1, 2024, Dr.

Lloyd’s consulting agreement terminated in accordance with its terms.

Potential Payments Upon Termination or Change in Control

Lan Huang, Ph.D., Chief Executive Officer

Effective with the January 11, 2022 amendment to Dr.

Huang’s employment agreement, in the event that Dr.

1 unchanged sentence

Huang with “good reason” (as each such term is defined in the employment agreement), Dr.

Huang would become entitled (subject to her execution and nonrevocation of a release of claims) to the payment of (i) her then base salary for the nine (9) month period commencing on the date of termination (the “Severance Period”), payable over the Severance Period in regular installments in accordance with the Company’s normal payroll practices and (ii) a pro-rated portion of any bonus earned for the year in which the date of termination occurs, based on actual performance results, and paid at the same time as other senior executives.

Under the terms of the restricted share award agreements, if an executive officer is terminated without “cause” within 12 months of a “change in control” (each as defined in the BeyondSpring Inc.

2017 Omnibus Incentive Plan, as amended and restated as of September 18, 2020, the “2017 Omnibus Incentive Plan”), then any unvested time-based restricted shares will become fully vested on the termination date.

If the executive officer’s employment or engagement terminates due to death or disability, the next tranche of time-based restricted shares that would have vested had the executive officer remained in service with us through the applicable vesting date will become fully vested on the termination date, and any remaining unvested time-based restricted shares as of the termination date will be forfeited.

Upon any other termination of employment or engagement, all unvested time-based restricted shares as of the termination date will be forfeited.

Upon any termination of service for any reason, all unvested performance-based restricted shares as of the termination date will be forfeited.

Under the terms of the 2017 Omnibus Incentive Plan and option agreements, (i) if the options are assumed or substituted for in the change in control, if the executive officer is terminated without cause within 12 months of such change in control, then any unvested options will become vested and will remain exercisable for the 90-day period following the termination date, and (ii) if the options are not assumed or substituted for in the change of control, then any unvested options will become vested upon such change of control and otherwise be treated as determined by the plan administrator.

If the executive officer’s employment or engagement terminates due to death or disability, the next tranche of time-based options that would have vested had the executive officer remained employed or engaged through the applicable vesting date will become fully vested on the termination date (and will remain exercisable for one year following such termination), and any remaining unvested time-based options will be forfeited.

On a termination by us for cause, all vested and unvested options are forfeited.

On a termination for any other reason, vested options remain exercisable for three months following such termination date.

Upon any termination of employment, any unvested performance-based options as of the termination date will be forfeited.

June Lu, Ph.D., Chief Scientific Officer

Under the terms of the restricted share award agreements, if an executive officer is terminated without “cause” within 12 months of a “change in control” (each as defined in the 2017 Omnibus Incentive Plan), then any unvested time-based restricted shares will become fully vested on the termination date.

Upon any other termination of employment or engagement, all unvested time-based restricted shares as of the termination date will be forfeited.

Upon any termination of service for any reason, all unvested performance-based restricted shares as of the termination date will be forfeited.

Huang would become entitled (subject to her execution and non-revocation of a release of claims) to the payment of (i) her then base salary for the nine (9) month period commencing on the date of termination (the “Severance Period”), payable over the Severance Period in regular installments in accordance with the Company’s normal payroll practices and (ii) a pro-rated portion of any bonus earned for the year in which the date of termination occurs, based on actual performance results, and paid at the same time as other senior executives.

Under the terms of the 2017 Omnibus Incentive Plan and option award agreements applicable to both Dr.

Huang and Dr.

Lu, (i) if the options are assumed or substituted for in the change in control, if the NEO’s employment is terminated without cause within 12 months of such change in control, then any unvested options will become vested and will remain exercisable for the 90-day period following the termination date, and (ii) if the options are not assumed or substituted for in the change of control, then any unvested options will become vested upon such change of control and otherwise be treated as determined by the plan administrator.

If the NEO’s employment terminates due to death or disability, the next tranche of time-based options that would have vested had the NEO remained employed through the applicable vesting date will become fully vested on the termination date (and will remain exercisable for one year following such termination), and any remaining unvested time-based options will be forfeited.

On a termination by us for cause, all vested and unvested options are forfeited.

1 unchanged sentence

Upon any termination of employment, any unvested performance-based options as of the termination date will be forfeited.

Pay Versus Performance

As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed fiscal years.

In determining the “compensation actually paid” to our CEO and the “average compensation actually paid” to our Non-CEO NEOs, we are required to make various adjustments to amounts that have been reported in the Summary Compensation Table for 2025 and in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table.

The table below summarizes compensation values reported in our Summary Compensation Table for 2025 and in previous years, as well as the adjusted values required in this section for 2025, 2024 and 2023.

Summary Compensation Table Total for CEO

Actually Paid to CEO (2) (3)

Average Summary Compensation Table Total for Non-CEO NEOs

Average Compensation Actually Paid to Non-CEO NEOs (2) (4)

Value of Initial Fixed $100 Investment Based On Total Shareholder Return (5)

Net Income (6)

($) (in thousands)

___________________________________

For years 2025, 2024 and 2023, Dr.

Huang was our Chief Executive Officer.

For 2025, Dr.

Lu was our Non-CEO NEO.

For 2024 and 2023, our Non-CEO NEOs were Dr.

Adjustments to calculate “compensation actually paid” and “average compensation actually paid” include:

(i) subtract the amounts reported in the Option Awards column of the Summary Compensation Table for each applicable year, (ii) add the fair value as of the end of the applicable year of outstanding and unvested equity awards granted in that year, (iii) add the fair value as of the vesting date of equity awards that were granted and vested in the applicable year, (iv) add the change in fair value (whether positive or negative) during the applicable year of equity awards granted in prior years that remained outstanding and unvested at the end of the year, (v) add the change in fair value (whether positive or negative) during the applicable year through the vesting date of equity awards granted in prior years that vested during that year, (vi) subtract the fair value at the end of the prior year of awards granted in prior years that failed to meet vesting conditions during the applicable year, and (vii) add the value of any dividends or other earnings paid during the applicable year on equity awards not otherwise reflected in the Summary Compensation Table for the applicable year.

Equity fair value amounts are calculated using valuation assumptions and methodologies (including expected term, volatility, dividend yield and risk-free interest rates) that are generally consistent with those used to estimate the grant date fair value under U.S.

The valuation assumptions used to calculate the equity fair values as of each measurement date differed materially from those disclosed at the time of grant in the following ways:

the expected term was updated to reflect the remaining life of the awards, adjusted for the passage of time since the grant date and the relationship between the share price and the option exercise price as of the measurement date.

The following table shows the amounts deducted from and added to the Summary Compensation Table total for our CEO to calculate “compensation actually paid” to our PEO (in dollars):

Summary Compensation Table Total

Grant Date Fair Value of Equity Awards Granted in Year

Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Year

Fair Value at Vesting Date of Equity Awards Granted and Vested in the Year

Plus (Minus):

Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years

Plus (Minus):

Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year

Fair Value as of the Prior Year End of Equity Awards Granted in Prior Years that Failed to Meet Vesting Conditions in the Year

Dividends or Other Earnings Paid in the Year

Compensation Actually Paid to CEO

The following table shows the amounts deducted from and added to the average Summary Compensation Table total for our Non-CEO NEOs to calculate the “average compensation actually paid” to our Non-PEO NEOs (in dollars):

Summary Compensation Table Total

Grant Date Fair Value of Equity Awards Granted in Year

Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Year

Fair Value at Vesting Date of Equity Awards Granted and Vested in the Year

Plus (Minus):

Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years

Plus (Minus):

Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year

Fair Value as of the Prior Year End of Equity Awards Granted in Prior Years that Failed to Meet Vesting Conditions in the Year

Dividends or Other Earnings Paid in the Year

Average Compensation Actually Paid to Non-CEO NEOs

Assumes $100 was invested for the period starting December 31, 2022, through the end of the listed year in the Company.

For 2025, represents the three-year total shareholder return (2023-2025), for 2024, represents the two-year total shareholder return (2023-2024), and for 2023, represents the one-year total shareholder return (2023).

The amounts reported represent the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year.

Relationships Between Compensation Actually Paid and Total Shareholder Return

The graph below reflects the relationship between “compensation actually paid” to the CEO, “average compensation actually paid” to the Non-CEO NEOs and the Company’s cumulative total shareholder return (“TSR”) for the years ended December 31, 2025, 2024 and 2023.

Relationships Between Compensation Actually Paid and Net Income (Loss)

The graph below reflects the relationship between “compensation actually paid” to the CEO, “average compensation actually paid” to the Non-CEO NEOs and the Company’s net income (loss) for the years ended December 31, 2025, 2024 and 2023.

Director Compensation

7 unchanged sentences

and the Audit Committee, $8,000 ($16,000 if chair);

an initial grant of a non-qualified stock option to purchase 20,000 ordinary shares in respect of the director’s first 12 months’ of service;

an annual grant of a non-qualified stock option to purchase 10,000 ordinary shares at the start of each fiscal year.

an initial grant of 20,000 options in respect of the director’s first 12 months’ of service;

an annual grant of 10,000 options at the start of each fiscal year.

Such options are granted under the 2017 Omnibus Incentive Plan, with a per share exercise price equal to the fair market value per share as of the date of grant.

10 unchanged sentences

Jiangwen Majeti

Amounts reported in this column reflect the fees earned by each director for their services provided for the fiscal year 2024.

Amounts reported in this column reflect the aggregate grant date fair value of the option awards granted during 2024, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 for stock-based compensation transactions (“ASC 718”).

____________________________________

Amounts reported in this column reflect the cash retainer fees earned by each director for their services provided for the fiscal year 2025.

On April 21, 2025, we elected to make the following option grants to our non-employee in substitution for 30% of their 2025 cash retainer fees:

Delaney, 11,822 options;

Fabbio, 13,793 options;

Kirkby, 15,763 options;

Majeti, 13,300 options;

Xu, 9,852 options.

Amounts reported in this column reflect the aggregate grant date fair value of the options granted during 2025 (including those described in the preceding footnote), computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 for stock-based compensation transactions (“ASC 718”).

Such grant date fair values do not take into account any estimated forfeitures related to service-based vesting conditions.

1 unchanged sentence

These amounts do not reflect the actual economic value that may be realized by the directors upon the exercise of the share options or the sale of the ordinary shares underlying such share options.

As of December 31, 2024, (i) Brendan Delaney holds 10,000 unvested options, which will vest on January 1, 2025, and 89,906 vested and unexercised options;

(ii) Patrick Fabbio holds 10,000 unvested options, which will vest on January 1, 2025, and 75,000 vested and unexercised options;

(iii) Matthew Kirkby holds 10,000 unvested options, which will vest on January 1, 2025, and 94,875 vested and unexercised options;

(iv) Jiangwen Majeti holds 16,667 unvested options, which will vest on January 1, 2025, and 45,728 vested and unexercised options;

and (v) Sihai Xu holds 16,667 unvested options, which will vest on January 1, 2025, and 41,380 vested and unexercised options.

As of December 31, 2025, (i) Mr.

Delaney holds 121,728 unexercised options;

Fabbio holds 108,793 unexercised options;

Kirkby holds 130,638 unexercised options;

Majeti holds 85,695 unexercised options;

Xu holds 77,899 unexercised options.

Policies And Practices Related to The Grant of Certain Equity Awards

We grant equity awards on an annual basis and may grant equity awards on a discretionary basis in connection with certain events such as the commencement of employment, service or promotion.

Although we do not have a formal policy regarding the timing of stock option grants, we do not grant stock options or any other form of equity compensation in anticipation of the release of material, non-public information.

Similarly, we do not time the release of material, non-public information based on stock option or other equity award grant dates for the purpose of affecting the value of executive compensation.

During the last completed fiscal year, we have not made stock option awards to any named executive officer during the period beginning four business days before and ending one business day after the filing of a periodic report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K.

For clarity, we note that as a foreign private issuer, we were not subject to the relevant filing requirements during the last completed fiscal year.

Although we do not have a formal policy regarding the timing of options , we do not grant options or any other form of equity compensation in anticipation of the release of material, non-public information.

Similarly, we do not time the release of material, non-public information based on option or other equity award grant dates for the purpose of affecting the value of executive compensation.

During the last completed fiscal year, we have not granted options to any of our NEOs during the period beginning four business days before and ending one business day after the filing of a periodic report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K.

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

19 unchanged sentences

All Directors and Executive Officers as a group (7 people)

_______________________________________

* Amounts represent less than 1% of outstanding ordinary shares.

** Effective March 31, 2024, Dr.

Lloyd retired from his role as our Chief Scientific Officer.

Based on a Schedule 13G filed by Decheng Capital reporting persons, consisting of 1,448,293 ordinary shares owned by Decheng Capital China Life Sciences USD Fund III, L.P.

1 unchanged sentence

(“Fund II”), and 735,000 ordinary shares owned by Decheng Capital Global Healthcare Fund (Master), LP (“Healthcare”).

Decheng Capital Management III (Cayman), LLC (“GP III”) is the general partner of Fund III and Xiangmin Cui (“Dr.

Cui”) is the sole manager of GP III.

Fund III, GP III and Dr.

Cui may be deemed to share voting and dispositive power with respect to the shares held directly by Fund III.

Decheng Capital Management II (Cayman), LLC (“GP II”) is the general partner of Fund II and Dr.

Cui is the sole voting manager of GP II.

Fund II, GP II and Dr.

Cui may be deemed to share voting and dispositive power with respect to the shares held directly by Fund II.

Decheng Capital Global Healthcare GP, LLC (“Healthcare GP”) is the general partner of Healthcare and Dr.

Cui is the indirect managing member and ultimate beneficial owner of Healthcare GP.

Healthcare, Healthcare GP and Dr.

Cui may be deemed to share voting and dispositive power with respect to the shares held directly by Healthcare.

Consisting of (i) two ordinary shares owned directly by Ever Regal Group Limited, (ii) one ordinary share owned directly by Fairy Eagle Investments Limited, (iii) one ordinary share owned directly by Rosy Time Holdings Limited, (iv) 323,702 ordinary shares owned directly by the Lan Huang 2022 Grantor Retained Annuity Trust (“2022 Trust”), (v) 413,636 ordinary shares directly held by the 2024 SPIRIT GRAT, (vi) 494,462 ordinary shares held by Sincere Efforts Foundation Inc.

(“Sincere Efforts”), (vii) 3,031,684 ordinary shares directly held by three irrevocable trusts for the benefit of Dr.

Decheng Capital Management II (Cayman), LLC (“GP II”) is the general partner of Fund II and shares voting and investment authority over the shares held by Fund II.

Decheng Capital Management III (Cayman), LLC ("GP III") is the general partner of Fund III and shares voting and investment authority over the shares held by Fund III.

Decheng Capital Global Healthcare GP, LLC ("Healthcare GP") is the general partner of Healthcare and shares voting and investment authority over the shares held by Healthcare.

Xiangmin Cui (“Dr.

Cui”) is the sole manager of each of GP II and GP III and the indirect managing member and ultimate beneficial owner of Healthcare GP.

Cui shares voting and investment authority over the shares held by each of Fund II, Fund III and Healthcare.

Huang, (v) 260,582 ordinary shares owned directly by the Lan Huang 2022 Grantor Retained Annuity Trust (“2022 Trust”), (vi) 223,291 ordinary shares directly held by the 2024 SPIRIT GRAT, (vii) 494,462 ordinary shares held by Sincere Efforts Foundation Inc.

(“Sincere Efforts”), (viii) 3,031,684 ordinary shares directly held by three irrevocable trusts for the benefit of Dr.

Huang’s children, over which Dr.

Huang has been granted a proxy with voting power, (viii) 1,785,000 ordinary shares directly held by certain unaffiliated third-parties, over which Mr.

Jia has been granted a proxy with voting power, and (ix) vested options to purchase 706,118 ordinary shares granted under the 2017 Omnibus Incentive Plan.

Huang has been granted a proxy with voting power, (ix) 1,785,000 ordinary shares directly held by certain unaffiliated third-parties, over which Mr.

Jia has been granted a proxy with voting power, and (x) share options to purchase 894,302 ordinary shares granted under the 2017 Omnibus Incentive Plan, of which 850,672 have been vested and 43,630 will vest on April 21, 2026.

Huang is the sole owner of Ever Regal Group Limited.

9 unchanged sentences

Consisting of (i) 100 ordinary shares purchased by Dr.

June Lu before joining the Company and (ii) vested options to purchase 39,789 ordinary shares granted under the 2017 Omnibus Incentive Plan.

Consisting of vested options to purchase 99,906 ordinary shares granted under the 2017 Omnibus Incentive Plan.

June Lu before joining the Company and (ii) share options to purchase 80,164 ordinary shares granted under the 2017 Omnibus Incentive Plan, of which 48,683 have been vested and 31,481 will vest in April 2026.

Consisting of share options to purchase 121,728 ordinary shares granted under the 2017 Omnibus Incentive Plan, of which 99,906 have been vested and 21,822 will vest on April 21, 2026.

Consisting of (i) 19,592 restricted shares, 19,592 of which have been vested, held of record by Mr.

Patrick Fabbio, granted under the 2017 Omnibus Incentive Plan, (ii) vested options to purchase 85,000 ordinary shares granted under the 2017 Omnibus Incentive Plan and (iii) 5,000 ordinary shares purchased by Mr.

Patrick Fabbio, granted under the 2017 Omnibus Incentive Plan, (ii) share options to purchase 108,793 ordinary shares granted under the 2017 Omnibus Incentive Plan, of which 85,000 have been vested and 23,793 will vest on April 21, 2026, and (iii) 5,000 ordinary shares purchased by Mr.

Patrick Fabbio from the public market during the open window.

Consisting of vested options to purchase 104,875 ordinary shares granted under the 2017 Omnibus Incentive Plan.

Consisting of share options to purchase 130,638 ordinary shares granted under the 2017 Omnibus Incentive Plan, of which 104,875 have been vested and 25,763 will vest on April 21, 2026.

Consisting of (i) 50,914 ordinary shares purchased by Dr.

Majeti before joining our board of directors and (ii) vested options to purchase 55,728 ordinary shares granted under the 2017 Omnibus Incentive Plan.

Consisting of vested options to purchase 51,380 ordinary shares granted under the 2017 Omnibus Incentive Plan.

Majeti before joining our board of directors and (ii) share options to purchase 85,695 ordinary shares granted under the 2017 Omnibus Incentive Plan, of which 62,395 have been vested and 23,300 will vest on April 21, 2026.

Consisting of share options to purchase 77,899 ordinary shares granted under the 2017 Omnibus Incentive Plan, of which 58,047 have been vested and 19,852 will vest on April 21, 2026.

We have one class of ordinary shares, and each holder of our ordinary shares is entitled to one vote per share.

11 unchanged sentences

Since January 1, 2024, there has not been, nor is there currently proposed, any transaction to which we were or are a party to in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any director or executive officer, holder of more than 5% of ordinary shares, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than the transactions we describe below.

Purchase of SEED ’ s Preferred Shares

In September 2025, The JKNM Living Trust, dated November 27th, 2020 (the “JKNM Trust”) purchased 117,647 shares of SEED's Series A-3 Preferred Shares, at $4.25 per share.

The aggregate purchase price is

Jiangwen Majeti, one of the Company’s directors, is the trustee of the JKNM Trust.

The investment was made on the same terms as those offered to third-party investors.

Related Party Employees

1 unchanged sentence

Huang and co-founder of the Company, is employed as the president of Wanchunbulin.

Linqing Jia received compensation in the form of salary, bonus and benefits of more than $120,000 in the aggregate in the year ended December 31, 2023.

Linqing Jia received compensation in the form of salary, bonus and benefits of more than

$120,000 in the aggregate in the year ended December 31, 2023.

The stepdaughter of Dr.

21 unchanged sentences

Principal Accounting Fees and Services.

The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by Marcum, our principal external accountant, for the periods indicated.

The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by CBIZ, our principal external accountant, and Marcum, our former principal external accountant, for the periods indicated.

Year Ended December 31,

4 unchanged sentences

All Other Fees (4)

___________________________________

“Audit Fees” represents the aggregate fees for the interim reviews and annual audit of our financial statements for 2025 and 2024 as well as other assurance service.

15 unchanged sentences

Description of Securities Registered under Section 12 of the Exchange Act

Consulting Agreement, dated as of June 18, 2013, between Wanchun Pharma and GKOL Inc.

First Amendment to the Consulting Agreement, dated as of March 30, 2014, among Wanchun Pharma, BeyondSpring U.S.

and GKOL Inc.

Seventeenth Amendment to the Consulting Agreement, dated as of January 1, 2024, between BeyondSpring U.S.

and GKOL Inc.

Eighteenth Amendment to the Consulting Agreement, dated as of April 1, 2024, between BeyondSpring U.S.

and GKOL Inc.

Second Amended and Restated Employment Agreement, dated as of January 11, 2022, between BeyondSpring U.S.

Amended and Restated Employment Agreement, dated as of November 10, 2016, between BeyondSpring U.S.

and Lan Huang

10 unchanged sentences

and Nanjing TEEWIN Investment Partnership (Limited Partnership)

Second Amendment to Employment Agreement, dated as of January 11, 2022, between BeyondSpring U.S.

and Lan Huang

Letter Agreement, dated as of January 13, 2022, between BeyondSpring U.S.

6 unchanged sentences

and Lan Huang

Letter Agreement, dated as of December 20, 2025, between BeyondSpring U.S.

and Lan Huang

Letter Agreement, dated as of September 17, 2021, between BeyondSpring U.S.

2 unchanged sentences

and Yingjuan (June) Lu

Letter Agreement, dated as of November 12, 2025, between BeyondSpring U.S.

and Yingjuan (June) Lu

Purchase Agreement, dated January 24, 2025, between BeyondSpring Inc.

8 unchanged sentences

List of Subsidiaries of BeyondSpring Inc.

Consent of CBIZ CPAs P.C.

Consent of Marcum LLP

Description of Exhibit

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

2 unchanged sentences

Clawback Policy of BeyondSpring Inc.

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

14 unchanged sentences

Previously filed with Form 8-K of BeyondSpring Inc., filed with the SEC on February 25, 2025, and incorporated by reference herein.

Incorporated by reference to the 2024 annual report on Form 10-K of BeyondSpring Inc.

filed with the SEC on March 27, 2025.

Furnished with this annual report on Form 10-K.

32 unchanged sentences

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