What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-31 · 222 added, 256 removed, 555 unchanged (46% of the section changed)

17 unchanged sentences

Changes in Internal Control Over Financial Reporting

There have been no significant changes in our internal control over financial reporting that occurred during the year ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There have been no significant changes 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.

OTHER INFORMATION.

Director and Officer Trading Arrangements

A portion of the compensation of certain of the Company’s directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is in the form of equity awards and, from time to time, directors and officers may engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or other Company securities, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons.

Transactions in Company securities by directors and officers are required to be made in accordance with the Company’s Insider Trading Compliance Policy, which requires, among other things, that such transactions be in accordance with applicable U.S.

federal securities laws that prohibit trading while in possession of material nonpublic information.

Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in the Company’s securities in a manner intended to avoid concerns about initiating transactions while in possession of material nonpublic information.

On December 18, 2025, as part of the National Defense Authorization Act for Fiscal Year 2026, the Holding Foreign Insiders Accountable Act (the “HFIAA”) was signed into law.

The HFIAA amended Section 16(a) of the Exchange Act to require directors and officers of foreign private issuers to comply with the insider reporting requirements set forth in Section 16(a) of the Exchange Act, beginning March 18, 2026.

As a result, the Company is making this disclosure pursuant to Item 408(b) of Regulation S-K for the first time.

During the fourth fiscal quarter of our fiscal year ended December 31, 2025, none of our directors or officers adopted or terminated a (i) Rule 10b5-1 trading arrangement (as defined in Item 408(a) of Regulation S-K) or (ii) non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

2 unchanged sentences

Information Concerning the Board of Directors

Certain biographical information regarding each of our directors, including age, position held with us, term of office as director, and business experience, is set forth below:

Certain biographical information regarding each of our directors as of the date of this report, including age, position held with us, term of office as director, and business experience, is set forth below:

Name Age Position Year Elected or Appointed

1 unchanged sentence

67 Chairman of the Board 2020

Kan Chen, Ph.D.

43 Director 2020

Huang, MBA 60 Director 2024

3 unchanged sentences

69 Chief Executive Officer and Director 2024

Schoeneck 68 Director 2025

Wilson, CPA 62 Director 2020

3 unchanged sentences

Xanthopoulos has over 28 years of experience in the biotechnology and pharmaceutical research industries as an executive, company founder, chief executive officer, investor, and member of various boards of directors.

Xanthopoulos has served as Chairman & Chief Executive Officer of Shoreline Biosciences, Inc.

and Chairman of Stork Capital Life Sciences, which focuses on building and investing in innovative biotechnology companies, since 2020.

He previously served as Chief Executive Officer of IRRAS AB and President and Chief Executive Officer of Regulus Therapeutics, Inc.

Xanthopoulos has served as President and Chief Executive Officer of Rhino Therapeutics, Inc.

since December 2025.

He has also served as Chairman of Stork Capital Life Sciences, which focuses on building and investing in innovative biotechnology companies, since 2020.

He previously served as Chairman and Chief Executive Officer of Shoreline Biosciences, Inc., Chief Executive Officer of IRRAS AB and President and Chief Executive Officer of Regulus Therapeutics, Inc.

He also previously served on the board of directors of Zosano Pharma Corporation.

6 unchanged sentences

Xanthopoulos is qualified to serve on our Board due to his extensive expertise and experience in the biotechnology and pharmaceutical research industries as an executive, company founder, chief executive officer, investor, and as a director of other public and private biotechnology and pharmaceutical companies.

Kan Chen, Ph.D.

, has served on our Board since 2020.

Chen is a Partner of Qiming Venture Partners, focusing on healthcare investment.

Before joining Qiming Venture Partners in 2016, Dr.

Chen was a senior scientist at Johnson & Johnson, where he focused on cancer medicine.

Prior to that, Dr.

Chen was a group leader at Jiangsu Hengrui Pharmaceuticals Company Ltd., where he specialized in cancer immunotherapies.

Chen earned his Ph.D.

in Cell Biology from Case Western Reserve University in the U.S.

and completed his postdoctoral training in immunology at Harvard Medical School.

He received his B.S.

in Biological Sciences from Fudan University.

Our Nominating and Corporate Governance Committee and our Board believe that Dr.

Chen is qualified to serve on our Board due to his extensive expertise and experience as a healthcare investor, in science and medicine, and as a director of other public and private biotechnology and pharmaceutical companies.

Huang, MBA , has served on our Board since 2024.

19 unchanged sentences

Liu currently serves on the board of directors of Erasca, Inc.

Before joining the biopharmaceutical industry, Ms.

Before joining the

biopharmaceutical industry, Ms.

Liu was an attorney at the law firms of Pillsbury LLP and Venture Law Group.

5 unchanged sentences

Quart, Pharm.D.

, was appointed Chief Executive Officer and Director in June 2024.

, was appointed Chief Executive Officer and Director in 2024.

Quart brings over 30 years of extensive experience serving in leadership positions in biotechnology and pharmaceutical companies and developing innovative pharmaceutical products.

8 unchanged sentences

Quart is qualified to serve on our Board due to his extensive experience serving in leadership positions in biotechnology and pharmaceutical companies, developing innovative pharmaceutical products, leading early-stage biotechnology companies through late-stage clinical development and regulatory strategy, and serving as a director of other public and private biotechnology and pharmaceutical companies.

Schoeneck has served on our Board since July 2025.

Schoeneck is an accomplished biotechnology leader with more than 40 years of experience developing and commercializing breakthrough medicines and guiding companies through significant transformation, including both organic and inorganic growth.

Schoeneck served as Chief Executive Officer of Depomed, Inc., a commercial specialty pharmaceutical company, from 2011 until 2017, and joined the Board of Directors of Depomed in 2007.

From 2005 until 2011, he was Chief Executive Officer of BrainCells, Inc., a privately-held biopharmaceutical company.

Prior to joining BrainCells, Inc., he served as Chief Executive Officer of ActivX BioSciences, Inc., a development-stage biotechnology company.

Schoeneck’s pharmaceutical experience also includes three years as President and Chief Executive Officer of Prometheus Laboratories Inc., a pharmaceutical and diagnostics products company.

Prior to joining Prometheus, Mr.

Schoeneck spent three years as Vice President and General Manager, Immunology, at Centocor Inc.

(now Janssen Biotech, Inc.), a biotechnology company, where he led the development of Centocor’s commercial capabilities.

Earlier in his career, he spent 13 years at Rhone-Poulenc Rorer Inc.

(now Sanofi), a pharmaceutical company, serving in various sales and marketing positions of increasing responsibility.

Schoeneck currently serves as an independent director and Chairman of the Board of Directors of each of FibroGen, Inc.

and Calidi Biotherapeutics, Inc.

In addition, from 2015 to 2018, he served on the Board of Directors of AnaptysBio, Inc.

Schoeneck also previously served as Chairman of the National Board of Directors of the Asthma and Allergy Foundation of America.

Schoeneck holds a B.S.

from Jacksonville State University.

Our Nominating and Corporate Governance Committee and our Board believe that Mr.

Schoeneck is qualified to serve on our Board due to his extensive experience serving in leadership positions in biotechnology and pharmaceutical companies, developing and commercializing breakthrough medicines, guiding companies through significant transformation, including both organic and inorganic growth, and serving as a director of other public and private biotechnology and pharmaceutical companies.

Wilson, CPA , has served on our Board since 2020.

Wilson is a strategic biopharmaceutical finance executive and board member with more than 35 years of industry and leadership experience in life science companies across finance, strategy and risk management.

She has served as an independent director and Chairperson of the Audit Committee for Elicio Therapeutics, Inc.

(formerly Angion Biomedica Corp.) since 2020, an independent director, Chairperson of the Audit Committee and member of the Compensation Committee for LAVA Therapeutics B.V.

since 2021, and an independent director, Chairperson of the Compensation Committee, Chairperson of the Nominating and Corporate Governance Committee and member of the Audit Committee for Serina Therapeutics, Inc.

She has served as an independent director, Chairperson of the Audit Committee and a member of the Nominating and Corporate Governance Committee for Elicio Therapeutics, Inc.

(formerly Angion Biomedica Corp.) since 2020, an independent director, Chairperson of the Audit and Compensation Committees and a member of the Nominating and Corporate Governance Committee for Serina Therapeutics, Inc.

since January 2025.

She previously served on the board of directors of Vaxart, Inc.

She previously served on the boards of LAVA Therapeutics B.V.

from 2021 through its acquisition in November 2025 and Vaxart, Inc.

from 2020 until 2022.

10 unchanged sentences

David Szekeres 52 President 2024

Lisa Peraza, CPA 48 Vice President, Finance 2024

Lisa Peraza, CPA 49 Senior Vice President, Finance 2024

Background information for Dr.

9 unchanged sentences

from the University of California, Irvine.

Lisa Peraza, CPA , has served as Vice President, Finance since August 2024.

Lisa Peraza, CPA , was appointed as Vice President, Finance in August 2024 and promoted to Senior Vice President, Finance in July 2025.

She brings more than 25 years of finance and accounting experience, primarily in the biotechnology industry.

11 unchanged sentences

Raúl Collazo, Ph.D.

58 Vice President, Global Medical Affairs 2021

59 Vice President, Global Head of Medical Affairs and Strategy 2021

Sean Ristine 56 Vice President, Human Resources 2025

Lei Sun, Ph.D.

23 unchanged sentences

, has served as General Counsel and Corporate Secretary since September 2024.

He brings more than 15 years of extensive legal, business and life sciences experience.

He brings 20 years of extensive legal, business and life sciences experience.

Cohn was most recently Vice President, Corporate Law at Vir Biotechnology, Inc., a clinical-stage biopharmaceutical company focused on serious infectious diseases and cancer.

7 unchanged sentences

Raúl Collazo, Ph.D.

, has served as Vice President, Global Head of Medical Affairs and Strategy since 2021.

He has over 25 years of Medical Affairs experience in small biotech and large pharmaceutical environments.

, has served as Vice President, Global Head of Medical Affairs and Strategy since November 2021.

He has over 25 years of scientific and medical strategy experience in both small biotech and large pharmaceutical environments.

Additionally, he brings extensive expertise advising pre-commercial life science companies on medical/scientific affairs, compliance, operations, and corporate strategy through his own consulting firm.

Prior to joining Connect, he served in senior leadership positions in various organizations, including Principal, Head of Medical Affairs at Skysis/Fishawack Health (now Avalere

Health, LLC) from 2020 until 2021 and Vice President, Medical and Scientific Affairs at Biotheranostics, Inc., an oncology diagnostics company acquired by Hologic, Inc., from 2018 until 2020.

Earlier in his career, Dr.

Collazo served as Head of Medical Affairs for several companies working in the areas of gastroenterology, dermatology, inflammatory diseases, oncology, diabetes/obesity, and neurology.

Prior to joining Connect, he served in senior leadership positions in various organizations, including Principal, Head of Medical Affairs at Skysis/Fishawack Health (now Avalere Health, LLC) from 2020 until 2021 and Vice President, Medical and Scientific Affairs at Biotheranostics, Inc., an oncology diagnostics company acquired by Hologic, Inc., from 2018 until 2020.

Collazo brings diverse scientific knowledge having served as Head of Medical and Scientific Affairs for several companies spanning the areas of gastroenterology, dermatology, inflammatory diseases, oncology, diabetes/obesity, and neurology.

He earned his Ph.D.

in Neurophysiology from the University of Oregon and completed postdoctoral training at the University of California, San Diego School of Medicine.

Sean Ristine, MBA , has served as Vice President, Human Resources since April 2025.

He brings more than 25 years of experience in Human Resources and business leadership.

Ristine previously held key positions of increasing responsibility at Heron Therapeutics, Inc., a commercial-stage biotechnology company, most recently serving as Senior Vice President, Human Resources, where he was responsible for all aspects of people and culture to support the development and launch of four commercial products.

Prior to that, he held key Human Resources positions at Cadence Pharmaceuticals, Inc., most recently serving as Senior Director of Human Resources, where he was instrumental in growing Cadence into a commercial-stage company.

Before that, Mr.

Ristine held Human Resources management roles of increasing responsibility at Kyocera Wireless Corp.

and Kyocera America, Inc.

Ristine received his B.S.

in Business and Organization Behavior from Brigham Young University and his M.B.A.

with an emphasis in Human Resource Management from San Diego State University.

Lei Sun, Ph.D.

, has served as Vice President of Biologics and Head of CMC since January 2020.

, has served as Vice President, Biologics and Head of CMC since January 2020.

Sun has over 30 years of experience in pharmaceutical development of biologics focused on process development, CMC, and manufacturing operations.

10 unchanged sentences

We have adopted a Code of Business Conduct and Ethics (the “Code”) that applies to all our officers, directors and employees.

The Code is available on our website at www.connectbiopharm.com.

We expect that any amendment to, or a waiver from, the Code that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in paragraph (b) of Item 406 of Regulation S-K, will be disclosed on our website at www.connectbiopharm.com.

The Code is available on our website at www.connectbiopharma.com.

The references herein to our website address do not constitute incorporation by reference of the information contained at or available through our website, and you should not consider any such information to be a part of this Annual Report on Form 10-K.

12 unchanged sentences

The Board regularly reviews the Corporate Governance Guidelines.

The Corporate Governance Guidelines are available on our website www.connectbiopharm.com.

The Corporate Governance Guidelines are available on our website www.connectbiopharma.com.

Insider Trading Policies and Procedures

1 unchanged sentence

Our Insider Trading Compliance Policy prohibits directors, officers and employees of the Company from engaging in hedging or similar arrangements with respect to the Company’s securities, including, without limitation, short sales and buying or selling puts, calls or other derivative securities (except for stock options granted by the Company).

the Insider Trading Compliance Policy, employees and directors are also prohibited from holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan.

Pursuant to the Insider Trading Compliance Policy, employees and directors are also prohibited from holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan.

A copy of our Insider Trading Compliance Policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

10 unchanged sentences

Compensation ($) (2)

($) Total ($)

Current Executive Officers:

Quart, Pharm.D.

3 unchanged sentences

2025 $ 508,400 $ 872,880 $ 216,070 $ 10,500 $ 1,607,850

President 2024 $ 277,083 $ 2,739,770 $ 124,521 $ 7,701 $ 3,149,075

Lisa Peraza, CPA (6)

2025 $ 414,620 $ 583,661 $ 146,006 $ 10,500 $ 1,154,787

Vice President, Finance

Former Executive Officers:

Zheng Wei, Ph.D.

2024 $ 532,322 $ 294,657 $ — $ 1,549,574 $ 2,376,553

Former Chief Executive Officer 2023 $ 505,000 $ 257,268 $ 218,295 $ 9,900 $ 990,463

Wubin Pan, Ph.D.

2024 $ 512,000 $ 255,369 $ — $ 1,315,961 $ 2,083,330

Former President 2023 $ 512,000 $ 222,966 $ 207,360 $ — $ 942,326

Steven Chan (8)

2024 $ 307,333 $ 296,443 $ — $ 466,056 $ 1,069,832

Former Chief Financial Officer 2023 $ 410,000 $ 115,381 $ 135,956 $ 9,900 $ 671,237

Senior Vice President, Finance 2024 $ 156,061 $ 397,763 $ 50,135 $ 4,693 $ 608,652

(1) This column represents the aggregate grant date fair value, computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), for stock options granted to the Named Executive Officers in 2025 and 2024.

The assumptions used in calculating the fair value of the stock options can be found under Note 9 to the Financial Statements in this Annual Report on Form 10-K.

The assumptions used in calculating the fair value of the stock options can be found under Note 10 to the Financial

Statements in this Annual Report on Form 10-K.

These amounts reflect the grant date fair value for these stock options and do not necessarily correspond to the actual value that will be realized by the Named Executive Officers.

For additional information on stock options awarded to the Named Executive Officers, see below under “Outstanding Equity Awards at Fiscal Year-End.”

For additional information on stock options awarded to the Named Executive Officers, see below under “Outstanding Equity Awards at Year-End.”

(2) The amounts listed represent cash awards earned for the year under the Company’s annual cash incentive bonus program.

(3) “All Other Compensation” listed for 2025 and 2024 represents the Company’s matching contributions on behalf of the named individual pursuant to our 401(k) plan.

Quart was appointed as Chief Executive Officer and Director in June 2024.

Pursuant to his executive employment agreement, his annual base salary was $650,000.

The grant date fair value of the equity awards granted in 2024, as reflected under “Option Awards,” represents a new hire grant, as well as an annual grant for 2024 services awarded in December 2024.

“All Other Compensation” listed for 2024 represents our matching contributions on behalf of the named individual to our 401(k) Plan.

The grant date fair value of the equity awards granted to Dr.

Quart in 2025, as reflected under “Option Awards,” represents an annual grant for 2025 services awarded in December 2025.The grant date fair value of the equity awards granted to Dr.

Quart in 2024, as reflected under “Option Awards,” represents a new hire grant, as well as a prorated annual grant for 2024 services awarded in December 2024.

Szekeres was appointed as President in June 2024.

Pursuant to his executive employment agreement, his annual base salary was $500,000.

“All Other Compensation” listed for 2024 represents our matching contributions on behalf of the named individual to our 401(k) Plan.

Peraza was appointed as Vice President of Finance in August 2024, at which time her annual base salary was $400,000.

“All Other Compensation” listed for 2024 represents our matching contributions on behalf of the named individual to our 401(k) Plan.

Zheng ceased serving as our Chief Executive Officer on June 12, 2024, and thereafter served in a non-executive transitional role through December 31, 2024.

Zheng did not earn a discretionary bonus under the annual cash incentive bonus program for 2024.

“All Other Compensation” listed for 2024 includes $20,000 paid for legal, tax, and accounting fees and expenses incurred in connection with negotiating his transition agreement, severance of $1,528,262, which consists of (i) an amount equal to 12 months of his annual base salary, (ii) his target bonus for 2024, (iii) 18 months of COBRA premiums, and (iv) an amount related to certain stock option

modifications, and $1,312 for matching contributions on behalf of the named individual to our 401(k) Plan.

“All Other Compensation” listed for 2023 represents our matching contributions on behalf of the named individual to our 401(k) Plan.

Pan ceased serving as our President on June 12, 2024 and thereafter served in a non-executive transitional role through December 31, 2024.

Pan did not earn a discretionary bonus under the annual cash incentive bonus program for 2024.

“All Other Compensation” listed for 2024 includes $20,000 paid for legal, tax, and accounting fees and expenses incurred in connection with negotiating his transition agreement, severance of $1,295,961, which consists of (i) an amount equal to 12 months of his annual base salary, (ii) his target bonus for 2024, (iii) 18 months of healthcare premiums, and (iv) an amount related to certain stock option modifications.

Chan’s employment with the Company ended on September 13, 2024.

Chan did not earn a discretionary bonus under the annual cash incentive bonus program for 2024.

“All Other Compensation” listed for 2024 includes severance paid to Mr.

Chan under his employment agreement of $460,950 which consists of an amount equal to nine months of his annual base salary of $329,250 and an amount equal to 75% of his target performance bonus of $131,700, as well as our matching contributions on behalf of the named individual to our 401(k) Plan.

“All Other Compensation” listed for 2023 represents our matching contributions on behalf of the named individual to our 401(k) Plan.

The grant date fair value of the equity awards granted to Mr.

Szekeres in 2025, as reflected under “Option Awards,” represents an annual grant for 2025 services awarded in December 2025.

The grant date fair value of the equity awards granted to Mr.

Szekeres in 2024, as reflected under “Option Awards,” represents a new hire grant, as well as a prorated annual grant for 2024 services awarded in December 2024.

Peraza was appointed as Vice President of Finance in August 2024.

The grant date fair value of the equity awards granted to Ms.

Peraza in 2025, as reflected under “Option Awards,” represents a promotion grant, as well as an annual grant for 2025 services awarded in December 2025.The grant date fair value of the equity awards granted to Ms.

Peraza in 2024, as reflected under “Option Awards,” represents a new hire grant, as well as a prorated annual grant for 2024 services awarded in December 2024.

Narrative to Summary Compensation Table

Annual Base Salary

The compensation of our Named Executive Officers is generally determined and approved by the Compensation Committee of our Board.

The compensation of our Named Executive Officers is generally determined and approved by our Board or the Compensation Committee of our Board (the “Compensation Committee”).

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, role, and responsibilities.

Base salaries for our Named Executive Officers have generally been set at levels deemed necessary to attract and retain individuals with superior talents.

Base salaries for our Named Executive Officers have generally been set at levels deemed necessary to attract and retain individuals with the requisite skills, experience, and leadership capabilities to support the Company’s long-term objectives.

The initial base salaries for Dr.

1 unchanged sentence

Peraza were set by their employment agreements or offer letter in connection with their commencement of employment.

In December 2024, the Compensation Committee approved increases to each Named Executive Officer’s base salary rate, effective as of January 1, 2025, as follows:

$660,800 for Dr.

Quart, $508,400 for Mr.

Szekeres, and $404,700 for Ms.

In addition, Ms.

Peraza’s base salary was further increased to $425,000 in July 2025 in connection with her promotion to Senior Vice President, Finance.

The base salaries actually received by our Named Executive Officers for 2025 are reflected in the Summary Compensation Table above.

Performance Bonus Opportunity

In addition to base salaries, certain of our Named Executive Officers were eligible to receive annual cash bonuses in 2024.

While the Compensation Committee considers our overall corporate achievement during the year, individual achievement is also considered and the final annual bonus payouts for 2024 remained within the discretion of the Compensation Committee or the Board.

In addition to base salaries, our Named Executive Officers were eligible to receive annual cash bonuses in 2025.

While the Board or the Compensation Committee, as applicable, considers our overall corporate achievement during the year, individual achievement is also considered and the final annual bonus payouts for 2025 remained within the discretion of the Compensation Committee or the Board.

For 2025, Dr.

Szekeres, and Ms.

Peraza had target bonuses of 55%, 50%, and 35% of their base salaries, respectively, and the annual bonuses paid to each of them based on the Compensation Committee’s evaluation of the Company’s achievements and their individual performance for 2024 are reflected in the Summary Compensation Table above.

No discretionary annual bonuses for 2024 were awarded to Drs.

Zheng or Pan or to Mr.

Quart and Mr.

Szekeres had target bonuses of 55% and 50% of their base salaries, respectively.

Peraza’s target bonus for 2025 was initially set at 35% of her base salary, but it was increased to 40% of her base salary in July 2025 in connection with her promotion to Senior Vice President, Finance.

Accordingly, Ms.

Peraza had an overall target bonus of 37.5% of her base salary for 2025.

The annual bonuses paid to each of our Named Executive Officers based on the Compensation Committee’s evaluation of the Company’s achievements and their individual performance for 2025 are reflected in the Summary Compensation Table above.

Equity-Based Incentive Awards

Our equity-based incentive awards are designed to align our interests and those of our shareholders with those of our employees, including our Named Executive Officers.

Our equity-based incentive awards are designed to align the interests of the Company and our shareholders with those of our employees, including our Named Executive Officers.

The Board or the Compensation Committee is responsible for approving equity grants.

Since our initial public offering and prior to 2024, we have granted equity awards under the terms of 2021 Plan.

In connection with the new hire awards to Dr.

Quart and Mr.

Szekeres, our Board adopted the Inducement Plan.

Stock options have an exercise price no less than the fair market value per share on the date of grant and vest over four years, with 25% vesting on the first anniversary of the date of grant, and then with respect to the remaining shares on a ratable monthly basis over the next three years, subject to their continuous service with the Company as of each applicable vesting date.

In December 2025, the Compensation Committee granted to each of Dr.

Szekeres, and Ms.

Peraza stock options to purchase 700,000 ordinary shares, 400,000 ordinary shares, and 250,000 ordinary shares, respectively, pursuant to the 2021 Plan.

The stock options vest ratably on a monthly basis over a period of four years.

The options granted to Dr.

Szekeres, and Ms.

Peraza are subject to potential accelerated vesting in connection with a qualifying termination of employment or change in control, as described below under the subsection titled “Employment Arrangements with our Current Named Executive Officers.”

Peraza are subject to potential accelerated vesting in

connection with a qualifying termination of employment or change in control, as described below under the subsection titled “Agreements with Named Executive Officers.”

The equity awards granted to our Named Executive Officers during 2025 that remained outstanding at December 31, 2025, are reflected in the “Outstanding Equity Awards at Year End” table below.

3 unchanged sentences

Number of Securities Underlying Unexercised Options

Name Exercisable (#) Unexercisable (#) (1)

Name Exercisable (#) Unexercisable (#) Option

Exercise Price

1 unchanged sentence

Expiration Date

Current Executive Officers:

Quart, Pharm.D.

1 unchanged sentence

108,098 324,294 (1) $ 0.97 12/26/2024 12/26/2034

David Szekeres — 1,772,489 $ 1.77 06/12/2024 06/12/2034

— 700,000 (2) $ 2.69 12/26/2025 12/26/2035

Lisa Peraza, CPA — 400,000 $ 1.15 08/12/2024 08/12/2034

— 55,318 $ 0.97 12/26/2024 12/26/2034

Former Executive Officers:

Zheng Wei, Ph.D.

143,678 — $ 8.16 12/11/2020 03/31/2025

311,171 — $ 11.69 02/20/2021 03/31/2025

142,552 — $ 4.12 03/01/2022 12/31/2025

158,125 — $ 1.27 03/01/2023 12/31/2025

Wubin Pan, Ph.D.

143,678 — $ 8.16 12/11/2020 03/31/2025

David Szekeres 664,683 1,107,806 (1) $ 1.77 06/12/2024 06/12/2034

102,338 307,017 (1) $ 0.97 12/26/2024 12/26/2034

— 400,000 (2) $ 2.69 12/26/2025 12/26/2035

Lisa Peraza, CPA 133,333 266,667 (1) $ 1.15 08/12/2024 08/12/2034

13,829 41,489 (1) $ 0.97 12/26/2024 12/26/2034

— 40,000 (1) $ 1.14 07/07/2025 07/07/2035

Steven Chan 213,125 — $ 4.26 12/01/2021 09/13/2025

— 250,000 (2) $ 2.69 12/26/2025 12/26/2035

1 unchanged sentence

Options vest over four years, with 25% vesting on the first anniversary of the date of grant, and then with respect to the remaining shares on a ratable monthly basis over the next three years, subject to each individual’s continuous service with the Company as of each applicable vesting date.

Agreements with Current Executive Officers

We have entered into employment agreements or offer letters with each of our current executive officers.

(2) Options have a term of 10 years from the date of grant.

Options vest monthly over four years, subject to each individual’s continuous service with the Company as of each applicable vesting date.

Agreements with Named Executive Officers

We have entered into employment agreements or offer letters with each of our Named Executive Officers.

The employment agreements or offer letters generally provide for at-will employment and set forth, among other things, the individual’s initial base salary, target bonus percentage, equity award grants, severance terms, and eligibility for employee benefits.

In addition, each of our current executive officers has executed a form of our standard confidential information and invention assignment agreement.

The material terms of the agreements or offer letters with our current executive officers are described below.

In addition, each of our Named Executive Officers has executed a form of our standard confidential information and inventions assignment agreement.

The material terms of the agreements or offer letters with our Named Executive Officers are described below.

Employment Agreement with Barry D.

4 unchanged sentences

Pursuant to the agreement, Dr.

Quart was entitled to an initial annual base salary of $650,000, which amount is subject to annual review by and at the sole discretion of the Board.

Quart was entitled to an initial annual base salary of $650,000 (increased to $683,928 effective January 1, 2026), which amount is subject to annual review by and at the sole discretion of the Board.

Quart’s employment agreement provides that he may be eligible to earn an annual performance-based bonus with a target amount equal to 55% of his annual base salary.

In addition, Dr.

Quart is entitled to reimbursement of up to $10,000 for his expenses incurred in connection with relocating to San Diego.

Pursuant to his employment agreement, if we terminate Dr.

Quart’s employment other than for cause or Dr.

Quart terminates his employment for good reason (each as defined in his employment agreement), he is entitled to the following payments and benefits, subject (except as provided below) to his timely execution and non-revocation of a general release of claims in favor of the Company:

of claims in favor of the Company:

(1) his fully earned but unpaid base salary and accrued and unused paid time off through the date of termination at the rate then in effect, any annual bonus payable for any prior calendar year (to the extent not previously paid), plus all other amounts under any compensation plan or practice to which he is entitled, (2) a payment equal to 18 months of his then-current base salary, payable in a lump sum payment 60 days following the termination date;

9 unchanged sentences

(5) 100% acceleration of all of his outstanding time-based awards effective as of the later of (i) the effective date of the release, or (ii) the date of such change in control (provided, that, the accelerated vesting of any stock awards that are performance-based shall be governed by the terms of the applicable equity plan and stock award agreement pursuant to which they were granted);

and (6) 12 months’ extension of the post-termination exercise period of his outstanding stock options.

and (6) any vested and outstanding stock options shall remain exercisable for a period of 12 months following his terminate date.

In the event we terminate Dr.

3 unchanged sentences

Pursuant to the agreement, Mr.

entitled to an initial annual base salary of $500,000, which amount is subject to annual review by and at the sole discretion of the Board.

Szekeres was entitled to an initial annual base salary of $500,000 (increased to $526,194 effective January 1, 2026), which amount is subject to annual review by and at the sole discretion of the Board.

Szekeres’s employment agreement provides that he may be eligible to earn an annual performance-based bonus with a target amount equal to 50% of his annual base salary.

6 unchanged sentences

(5) 12 months of accelerated vesting of any outstanding time-based awards;

and (6) 12 months’ extension of the post-termination exercise period of his outstanding stock options.

and (6) any vested and outstanding stock options shall remain exercisable for a period of 12 months following his termination date.

In the event that such termination occurs during the period beginning two (2) months prior to and ending twelve (12) months following a change in control of the Company (as defined in his employment agreement), in addition to the severance payments and benefits described above, Mr.

Szekeres is entitled to 100% acceleration of all of his outstanding time-based awards effective as of the later of (1) the effective date of the release, or (2) the date of such change in control (provided, that, the accelerated vesting of any stock awards that are performance-based shall be governed by the terms of the applicable equity plan and stock award agreement pursuant to which they were granted).

Szekeres is entitled to 100% acceleration of all of his outstanding time-based awards effective as of the later of (1) the effective date of the release, or (2) the date of such change in control

(provided, that, the accelerated vesting of any stock awards that are performance-based shall be governed by the terms of the applicable equity plan and stock award agreement pursuant to which they were granted).

In the event we terminate Mr.

2 unchanged sentences

Effective August 7, 2024, Connect Biopharm LLC entered into an offer letter with Lisa Peraza, CPA, setting forth the terms of her employment as the Vice President, Finance of the Company.

Peraza was promoted to Senior Vice President, Finance in July 2025.

Pursuant to the offer letter, Ms.

Peraza was entitled to an initial annual base salary of $400,000.

Peraza’s offer letter provides that she may be eligible to earn an annual performance-based bonus with a target amount equal to 35% of her annual base salary.

Peraza was entitled to an initial annual base salary of $400,000 (increased to $439,875 effective January 1, 2026).

Peraza’s offer letter provides that she may be eligible to earn an annual performance-based bonus with a target amount equal to 35% (increased to 40% in July 2025) of her annual base salary.

Pursuant to her offer letter, if we terminate Ms.

5 unchanged sentences

In the event that such termination occurs during the Change in Control Period, in addition to the severance payments and benefits described above, Ms.

based shall be governed by the terms of the applicable equity plan and stock award agreement pursuant to which they were granted).

Peraza is entitled to 100% acceleration of all of her outstanding time-based awards effective as of the date of the release (provided, that, the accelerated vesting of any stock awards that are performance-based shall be governed by the terms of the applicable equity plan and stock award agreement pursuant to which they were granted).

In the event we terminate Ms.

Peraza’s employment for cause, she terminates her employment without good reason, or upon her death or permanent disability, she is entitled to receive only her fully earned but unpaid base salary and accrued and unused paid time off through the date of termination at the rate then in effect, plus all other amounts under any compensation plan or practice to which she is entitled.

Agreements with Former Executive Officers

Transition Agreements with Zheng Wei, Ph.D.

and Wubin Pan, Ph.D.

Effective June 12, 2024, we entered into an employment transition agreement (the “Zheng Transition Agreement”) with Zheng Wei, Ph.D.

Pursuant to the Zheng Wei Transition Agreement, Dr.

Zheng agreed to serve as a non-executive employee in the role of Senior Advisor to the Company until the earlier of (i) December 31, 2024, or (ii) the date on which Dr.

Zheng’s employment terminated.

Zheng’s employment terminated on December 31, 2024.

Zheng continued to serve as Senior Advisor, he received a base salary of $539,000 per year, remained bonus eligible with the same target bonus opportunity, participated in the Company’s employee benefit plans, received reimbursements for reasonable out-of-pocket business expenses, was entitled to vacation or paid time off in accordance with applicable Company policy, and his equity awards continued to vest according to their terms.

Under the Zheng Transition Agreement, upon his termination of employment he was eligible to receive the severance benefits described in the Summary Compensation Table above.

Effective July 25, 2024, we entered into an employment transition agreement (the “Pan Transition Agreement”) with Wubin Pan, Ph.D.

Pursuant to the Pan Transition Agreement, Dr.

Pan agreed to serve as a non-executive employee in the role of General Manager of Greater China Operations of the Company until the earlier of (i) December 31, 2024, or (ii) the date on which Dr.

Pan’s employment terminated.

Pan continued to serve as General Manager of Greater China Operations, he received a base salary of $512,000 per year, remained bonus eligible with the same target bonus opportunity, participated in the Company’s employee benefit plans, received reimbursements for reasonable out-of-pocket business expenses, was entitled to vacation or paid time off in accordance with applicable Company policy, and his equity awards continued to vest according to their terms.

Upon expiration of the Transition Period (as defined in the Pan Transition Agreement) and the release required under the Pan Transition Agreement becoming effective, Dr.

Pan also received acceleration of 25% of the stock options underlying his annual equity award granted in 2024.

Under the Pan Transition Agreement, upon his termination of employment he was eligible to receive the severance benefits described in the Summary Compensation Table above.

Other Elements of Compensation

Health and Welfare and Retirement Benefits;

All of our current executive officers are eligible to participate in our employee benefit plans, including our medical, dental, vision, disability and life insurance plans, in each case on the same basis as all of our other employees.

We generally do not provide perquisites or personal benefits to our executive officers except in limited circumstances.

Our current executive officers are eligible to participate in a defined contribution retirement plan that provides eligible employees with an opportunity to save for retirement on a tax advantaged basis.

Eligible employees may defer eligible compensation on a pre-tax or after-tax (Roth) basis, up to the statutorily prescribed annual limits on contributions under the Internal Revenue Code of 1986, as amended.

Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directors.

All of our Named Executive Officers are eligible to participate in our employee benefit plans, including our medical, dental, vision, disability and life insurance plans, in each case on the same basis as all of our other employees.

We generally do not provide perquisites or personal benefits to our Named Executive Officers except in limited circumstances.

Our Named Executive Officers are eligible to participate in a defined contribution retirement plan that provides eligible employees with an opportunity to save for retirement on a tax advantaged basis.

Eligible employees may defer eligible compensation on a pre-tax or after-tax (Roth) basis, up to the statutorily prescribed annual limits on contributions

under the Internal Revenue Code of 1986, as amended.

Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directions.

The 401(k) plan is intended to be qualified under Section 401(a) of the Code and with 401(k) of the plan’s related trust intended to be exempt under Section 501(a) of the Code.

As a tax-qualified retirement plan, contributions to the 401(k) plan (except for Roth contributions) and earns on those contributions are not taxable to the employees until distributed from the 401(k) plan.

Under our 401(k) plan, we make matching contributions of 50% up to 6%.

Under our 401(k) plan, we make matching contributions of 50% of each participant’s contributions on up to 6% of their earnings.

Our Board may elect to adopt qualified or nonqualified benefit plans in the future, if it determines that doing so is in our best interests.

1 unchanged sentence

We do not maintain nonqualified defined contribution plans or other nonqualified deferred compensation plans.

Our Board may elect to provide our officers and other employees with non-qualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

Our Board may elect to provide our Named Executive Officers and other employees with non-qualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

Director Compensation

The table below shows, for the fiscal year ended December 31, 2024, information with respect to the compensation of all our non-employee directors.

Directors (1)

The table below shows, for the fiscal year ended December 31, 2025, information with respect to the compensation of all our non-employee directors who served at any time during the fiscal year.

Non-Employee Directors (1)

Fees Earned or Paid

1 unchanged sentence

Awards ($) (2)

Xanthopoulos, Ph.D.

$ 65,739 $ 45,859 $ 111,598

Kan Chen, Ph.D.

2 unchanged sentences

$ 57,500 $ 45,859 $ 103,359

Schoeneck $ 21,125 $ 235,458 $ 256,583

Wilson, CPA $ 61,000 $ 45,859 $ 106,859

Xanthopoulos, Ph.D.

$ 68,589 $ 80,538 $ 149,127

Huang were ineligible to receive compensation for their service as directors per our Non-Employee Director Compensation Program.

(1) The aggregate number of ordinary shares subject to outstanding stock options held by each director listed in the table above as of December 31, 2025 was as follows:

1 unchanged sentence

Huang, 162,988 ordinary shares underlying stock options for Ms.

Liu, 158,208 ordinary shares underlying stock options for Ms.

Liu, 120,000 ordinary shares underlying stock options for Mr.

Schoeneck, 218,208 ordinary shares underlying stock options for Ms.

Wilson, and 278,900 ordinary shares underlying stock options for Dr.

3 unchanged sentences

These amounts reflect the grant date fair value for these stock options and do not necessarily correspond to the actual value that will be realized by the directors.

Huang were ineligible to receive compensation for their service as directors per our Non-Employee Director Compensation Program.

Chen resigned from the Board on December 17, 2025.

Schoeneck was appointed to the Board on July 22, 2025.

Non-Employee Director Compensation Program

Our Board initially approved a Non-Employee Director Compensation Program effective January 1, 2022, which was amended as of January 30, 2024 (our “Director Compensation Program”).

Our Board initially approved a Non-Employee Director Compensation Program effective January 1, 2022, which was most recently amended as of June 24, 2025 (our “Director Compensation Program”).

Under our Director Compensation Program, each of our eligible non-employee directors is paid a cash retainer for his or her service on our Board and an additional cash retainer for any service as a member of a committee of the Board.

The chairperson of each committee receives a larger retainer than other members of such committee for his or her service as chairperson.

Our lead independent director is also eligible to receive an additional retainer for such service.

Our Chair of the Board or lead independent director is also eligible to receive an additional retainer for such service.

If an eligible non-employee director serves as both chair and lead independent director, then that individual is entitled to receive only one such additional retainer.

These retainers are payable in arrears in four equal quarterly installments not later than 30 days following the end of each calendar quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our Board.

Eligible directors may elect to receive fully vested ordinary shares of the Company in lieu of all or a portion of these retainers (“Retainer Awards”).

In 2025, each eligible non-employee director received cash retainers as follows:

$40,000 for service as a director, $17,500 for service as Lead Independent Director, $15,000 for service as Chairperson of the Audit Committee, $7,500 for service as a member of the Audit Committee, $10,000 for service as Chairperson of the Compensation Committee, $7,500 for service as a member of the Compensation Committee, $10,000 for service as Chairperson of the Nominating and Corporate Governance Committee, and $7,500 for service as a member of the Nominating and Corporate Governance Committee.

Additionally, following Dr.

Xanthopoulos’s appointment as Chairman of the Board during 2024, the Board (excluding Dr.

Xanthopoulos, who recused himself from the matter) determined to provide Dr.

Xanthopoulos with an annual retainer in the amount of $40,000 for his service as Chairman of the Board, which he could elect to receive in the form of cash or, alternatively, in a stock option to purchase ordinary shares of the Company (the “Chairman Retainer”).

Xanthopoulos elected to receive the Chairman Retainer in the form of a stock option to purchase 46,512 ordinary shares of the Company vesting in full on the one-year anniversary of the applicable grant date, subject to Dr.

Xanthopoulos’s continued service as a director.

$40,000 for service as a director, $40,000 for service as Chair of the Board, $15,000 for service as Chairperson of the Audit Committee, $7,500 for service as a member of the Audit Committee, $12,000 for service as Chairperson of the Compensation Committee, $6,000 for service as a member of the

Compensation Committee, $10,000 for service as Chairperson of the Nominating and Corporate Governance Committee, and $5,000 for service as a member of the Nominating and Corporate Governance Committee.

Our Director Compensation Program further provides that any director who is representing, designated by, or affiliated with, an investor or a group of investors that owns beneficially 5% or more of outstanding ordinary shares of the Company shall not be eligible to receive any compensation in connection with his or her service on our Board.

1 unchanged sentence

Huang were ineligible to receive any compensation in connection with their service on our Board for the fiscal year ended December 31, 2025.

Pursuant to our Director Compensation Program in effect for 2024, each non-employee director newly elected or appointed to the Board was entitled to receive an initial equity award as determined by the Board at the time of such initial election or appointment (each, an “Initial Option Award”).

Pursuant to our Director Compensation Program in effect for 2025, each non-employee director newly elected or appointed to the Board was entitled to receive an initial equity award of 120,000 stock options, unless otherwise determined by the Board at the time of such initial election or appointment (each, an “Initial Option Award”).

Each Initial Option Award vests over a period of three years, with one-third of such Initial Option Award vesting and becoming exercisable on the one-year anniversary of the vesting commencement date and the remaining two-thirds of such Initial Option Award vesting and becoming exercisable on a ratable monthly basis over the next two years, subject to the director’s continued service as a director.

Schoeneck received an Initial Option Award of 120,000 stock options in connection with his appointment as a director.

No other director received an Initial Option Award during the fiscal year ended December 31, 2025.

Further, each eligible director who is serving on our Board as of the first trading day of March each calendar year beginning with calendar year 2025 is automatically granted on such date a stock option to purchase 60,000 ordinary shares of the Company (each, an “Annual Award”).

Each Annual Award vests in full on the one-year anniversary of the applicable grant date, subject to the director’s continued service as a director.

Additionally, an eligible director who is serving as our Lead Independent Director as of the first trading day of March each calendar year is automatically granted on such date an additional stock option to purchase 7,090 ordinary shares of the Company (the “Lead Independent Director Award”).

Each Lead Independent Director Award vests in full on the one-year anniversary of the applicable grant date, subject to the director’s continued service as a director.

The Chairman Retainer (if received in the form of a stock option to purchase ordinary shares of the Company), the Initial Option Awards, the Annual Awards and the Lead Independent Director Awards (together, the “Awards”) are granted under and are subject to the terms and provisions of the Equity Plan (as defined in the Director Compensation Program).

Additionally, an eligible director who is serving as Chair of the Board or Lead Independent Director as of the first trading day of March each calendar year may be granted on such date an additional stock option to purchase ordinary shares of the Company (the “Chair/Lead Independent Director Annual Award”).

Each Chair/Lead Independent Director Award vests in full on the one-year anniversary of the applicable grant date, subject to the director’s continued service as a director.

The Board did not grant a Chair/Lead Independent Director Annual Award to any director during the fiscal year ended December 31, 2025.

The Retainer Awards, the Initial Option Awards, the Annual Awards and the Chair/Lead Independent Director Annual Awards (together, the “Awards”) are granted under and are subject to the terms and provisions of the Equity Plan (as defined in the Director Compensation Program).

In addition, each Award shall vest upon a Change in Control (as defined in the Equity Plan).

The per share exercise price of each Award is equal to Fair Market Value (as defined in the Equity Plan) of an ordinary share on the date the Award is granted.

The term of each Award is ten years from the date the Award is granted.

The per share exercise price of each stock option underlying an Award is equal to the Fair Market Value (as defined in the Equity Plan) of an ordinary share on the date of the applicable grant.

The term of each stock option underlying an Award is ten years from the date such Award is granted.

The foregoing description of the Director Compensation Program does not purport to be complete and is qualified in its entirety by the full text of the Director Compensation Program, a copy of which is filed with this Annual Report on Form 10-K as Exhibit 10.5.

Risk Management Related to Compensation Policies and Practices

2 unchanged sentences

We have adopted a policy on the recovery of erroneously awarded incentive compensation that is compliant with the Nasdaq Listing Rules (our “Clawback Policy”).

A copy of our Clawback Policy is filed with this Annual Report on Form 10-K as Exhibit 97 and is available on our website at www.connectbiopharm.com.

A copy of our Clawback Policy is filed with this Annual Report on Form 10-K as Exhibit 97 and is available on our website at www.connectbiopharma.com.

Equity Award Grant Practices

1 unchanged sentence

The Compensation Committee has historically approved grants of annual equity awards in March of each year as part of our annual compensation cycle.

The timing of any equity grants to newly-hired employees, including our executive officers, or in connection with promotions, or other non-routine grants is generally tied to the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date).

The Compensation Committee shifted the timing of such approvals to December of each year beginning in 2024 to better align with the timing of the Company’s annual compensation cycle.

The timing of any equity grants to newly-hired employees, including our executive officers, or in

connection with promotions, or other non-routine grants is generally tied to the event giving rise to the award (such as an individual’s commencement of employment or promotion effective date).

Any such grants to executive officers are generally approved at meetings of the Committee or the Board, except under extraordinary circumstances.

The Board and the Compensation Committee do not time grants for the purpose of affecting the value of executive compensation and generally grant awards without regard to the share price or the timing of the release of material nonpublic information.

For all stock option awards, the exercise price is no less than the closing price of our ADSs on the date of the grant.

The following table sets forth information for certain stock options granted to the Named Executive Officers during 2024.

In the event an issuer grants stock options or option-like instruments within the period commencing four business days prior to and ending one business day following the filing by the Company of an Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K containing material nonpublic information as required under Item 402(x) of Regulation S-K, Item 402(x) of Regulation S-K requires tabular disclosure of certain information related to such awards.

As a foreign private issuer during 2024, the Company did not file an Annual Report on Form 10-K, Quarterly Reports on Form 10-Q or Current Reports on Form 8-K;

however, the table below is being provided because the stock option grants made to Dr.

Quart and Mr.

Szekeres in connection with the commencement of their employment during 2024 were granted on the same day as the filing by the Company of a Form 6-K containing material nonpublic information, including the disclosure of their appointments:

For all stock option awards, the exercise price is no less than the closing price of our ordinary shares on the date of the grant.

The following table sets forth information for certain stock options granted to a Named Executive Officer during 2025.

In the event an issuer grants stock options or option-like instruments within the period commencing four business days prior to and ending one business day following the filing by the issuer of an Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K containing material nonpublic information as required under Item 402(x) of Regulation S-K, Item 402(x) of Regulation S-K requires tabular disclosure of certain information related to such awards.

The table below is being provided because a stock option grant made to Ms.

Peraza in connection with her promotion to Senior Vice President, Finance, was granted within four business days before the filing by the Company of a Form 8-K containing material nonpublic information of which the Company was unaware at the time such grant was approved:

Name Grant Date Number of Securities Underlying the Award Grant Date Fair Value of the Award Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of MNPI and the Trading Day Beginning Immediately Following the Disclosure of MNPI

Quart, Pharm.D.

06/12/2024 2,658,734 $ 1.37 ( 5 )%

David Szekeres 06/12/2024 1,772,489 $ 1.37 ( 5 )%

Lisa Peraza, CPA 07/07/2025 40,000 $ 1.14 1.32 %

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

4 unchanged sentences

and (iv) all current directors and executive officers, as a group.

The table is based upon information supplied by our officers, directors, and principal stockholders, Schedules 13D and 13G filed with the SEC, and other sources believed to be reliable by us.

The table is based upon information supplied by our officers, directors, and principal shareholders, Schedules 13D and 13G filed with the SEC, and other sources believed to be reliable by us.

Unless otherwise indicated, the address of each of the named individuals is c/o Connect Biopharma Holdings Limited, 3580 Carmel Mountain Road, Suite 200, San Diego, California 92130.

7 unchanged sentences

12,000,000 21.2%

Zheng Wei, Ph.D.

6,683,690 11.9%

BioFortune, Inc.

5,987,431 10.6%

Shanghai Minhui Enterprise Management Consulting Partnership (Limited Partnership) (4)

Zheng Wei, Ph.D.

5,015,960 8.9%

Ikarian Capital, LLC (4)

4,933,086 8.7%

Entities affiliated with Qiming Venture Partners (5)

4,840,898 8.6%

Shanghai Minhui Enterprise Management Consulting Partnership (Limited Partnership) (6)

4,789,758 8.5%

Advantech Capital II Connect Partnership L.P.

4 unchanged sentences

Quart, Pharm.D.

1,700,473 2.9%

Xanthopoulos, Ph.D.

Kan Chen, Ph.D.

Huang, MBA (1)

12,000,000 21.2%

Schoeneck — —

Jean Liu, J.D.

1 unchanged sentence

David Szekeres (13)

Lisa Peraza, CPA — —

Zheng Wei, Ph.D.

1,234,840 2.1%

Wubin Pan, Ph.D.

6,982,267 12.4%

Steven Chan (15)

Lisa Peraza, CPA (14)

All current executive officers and directors as a group (15)

1 unchanged sentence

*Indicates beneficial ownership of less than 1% of the total outstanding ordinary shares.

**Includes ordinary shares represented by ADSs.

(1) Panacea Venture Healthcare Fund II, L.P.

(1) As reported on a Schedule 13D/A filed November 26, 2025, Panacea Venture Healthcare Fund II, L.P.

stated that it holds 12,000,000 ordinary shares.

James Huang is the sole owner of Panacea Innovation Limited, which is the sole owner of Panacea Venture Healthcare Fund II GP Company, Ltd., which is the general partner of Panacea Venture Healthcare Fund II, L.P.

James Huang, a member of our Board, is the sole owner of Panacea Innovation Limited, which is the sole owner of Panacea Venture Healthcare Fund II GP Company, Ltd., which is the general partner of Panacea Venture Healthcare Fund II, L.P.

As a result, each of James Huang, Panacea Innovation Limited and Panacea Venture Healthcare Fund II GP Company, Ltd.

may be deemed to share beneficial ownership of the Ordinary Shares directly reported herein, but each disclaims such beneficial

may be deemed to share beneficial ownership of the Ordinary Shares directly reported herein, but each disclaims such beneficial ownership.

The registered address of the Panacea entities is c/o Maples Corporate Services Limited, Ugland House, Grand Cayman KY1-1104, Cayman Islands.

(2) As reported on a Schedule 13G/A filed February 13, 2024, Dr.

Zheng holds 5,928,164 ordinary shares.

In addition, as of March 21, 2025, Dr.

Zheng beneficially owns 755,526 ordinary shares underlying options that are exercisable.

(2) As reported on a Schedule 13G/A filed February 17, 2026, BioFortune Inc., a company limited by shares organized under the laws of the British Virgin Islands, stated that it holds 5,987,431 ordinary shares.

1 unchanged sentence

and may be deemed to have voting and investment power over such shares.

Pan disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

The registered address of BioFortune Inc.

1 unchanged sentence

Box 2221, Road Town, Tortola, British Virgin Islands.

(4) As reported on a Schedule 13G filed on February 13, 2023, consists of 5,306,149 ordinary shares held by Shanghai Minhui Enterprise Management Consulting Partnership (Limited Partnership), a limited partnership formed under the laws of the PRC.

Suzhou Xiangtang Venture Investment Limited, a limited liability company organized under the laws of the PRC and the ultimate shareholders of which are Mr.

Gu Zhenqi and Mr.

Gu Jianping, is the general partner of Shanghai Minhui Enterprise Management Consulting Partnership (Limited Partnership).

The registered address of Shanghai Minhui Enterprise Management Consulting Partnership (Limited Partnership) is 1/F, Block 1, No.

251, Yao Hua Road, Pilot Free Trade Zone, Shanghai, PRC.

The business address of Suzhou Xiangtang Venture Investment Limited, Mr.

Gu Zhenqi and Mr.

Gu Jianping is 9th Floor, Xiangtang Building, No.

168 East Shanghai Road, Taicang, Jiangsu Province, PRC.

(3) As reported on a Schedule 13G/A filed February 17, 2026, Dr.

Zheng holds 5,015,960 ordinary shares.

(4)As reported on a Schedule 13G filed February 17, 2026, Ikarian Capital, LLC has shared voting and dispositive power with respect to 4,933,086 ordinary shares, which includes 144,600 ordinary shares that may be acquired by Ikarian Capital, LLC within 60 days upon exercise of call options to purchase ordinary shares.

The registered address of Ikarian Capital, LLC is 100 Crescent Court, Suite 1620, Dallas, Texas 75201.

(5) As reported on a Schedule 13G/A filed on February 14, 2023, represents (i) 96,285 ordinary shares held by Qiming Managing Directors Fund V, L.P., a Cayman Islands exempted limited partnership, (ii) 3,102,470 ordinary shares held by Qiming Venture Partners V, L.P., a Cayman Islands exempted limited partnership, (iii) 14,993 ordinary shares held by Qiming VII Strategic Investors Fund, L.P., a Cayman Islands exempted limited partnership, and (iv) 1,627,150 ordinary shares held by Qiming Venture Partners VII, L.P., a Cayman Islands exempted limited partnership.

17 unchanged sentences

Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.

(6) Shanghai Minhui Enterprise Management Consulting Partnership (Limited Partnership), a limited partnership formed under the laws of the PRC, stated that it holds 4,789,758 ordinary shares.

Suzhou Xiangtang Venture Investment Limited, a limited liability company organized under the laws of the PRC and the ultimate shareholders of which are Mr.

Gu Zhenqi and Mr.

Gu Jianping, is the general partner of Shanghai Minhui Enterprise Management Consulting Partnership (Limited Partnership).

The registered address of Shanghai Minhui Enterprise Management Consulting Partnership (Limited Partnership) is 1/F, Block 1, No.

251, Yao Hua Road, Pilot Free Trade Zone, Shanghai, PRC.

The business address of Suzhou Xiangtang Venture Investment Limited, Mr.

Gu Zhenqi and Mr.

Gu Jianping is 9th Floor, Xiangtang Building, No.

168 East Shanghai Road, Taicang, Jiangsu Province, PRC.

(7) As reported on Schedule 13G filed on February 15, 2022, consists of 4,762,185 ordinary shares held by Advantech Capital II Connect Partnership L.P., a Cayman Islands exempted limited partnership, or Advantech.

6 unchanged sentences

George's Building, 2 Ice House Street, Central, Hong Kong.

(8) Represents ordinary shares held by Dr.

(9) Includes 224,034 ordinary shares and 1,476,439 ordinary shares underlying options held by Dr.

Quart that are exercisable within 60 days after March 26, 2026.

Quart has sole voting and investment power over 95,147 ordinary shares and shared voting and investment power over 128,887 ordinary shares.

(10) Includes 80,000 ordinary shares and 278,900 ordinary shares underlying options held by Dr.

Xanthopoulos that are exercisable within 60 days after March 26, 2026.

Chen is a partner at Qiming Venture Partners.

Chen does not share beneficial ownership of the Ordinary Shares owned by Qiming Venture Partners and its affiliates.

(11) Represents ordinary shares underlying options held by Ms.

2 unchanged sentences

Wilson that are exercisable within 60 days after March 26, 2026.

(13) Represents ordinary shares held by Mr.

(14) Includes 6,158,016 ordinary shares held by BioFortune Inc.

(see note 3) and 39,382 ordinary shares held of record by Dr.

Pan’s spouse.

In addition, as of March 21, 2025, Dr.

Pan beneficially owns 784,869 ordinary shares underlying options that are exercisable.

(13) Includes 215,739 ordinary shares and 1,019,101 ordinary shares underlying options held by Mr.

Chan that are exercisable within 60 days after March 21, 2025.

Szekeres that are exercisable within 60 days after March 26, 2026.

(14) Includes 45,189 ordinary shares and 214,272 ordinary shares underlying options held by Ms.

Peraza that are exercisable within 60 days after March 26, 2026.

(15) Includes 12,574,962 ordinary shares and 3,369,908 ordinary shares underlying options held by all current executive officers and directors that are exercisable within 60 days after March 26, 2026.

32 unchanged sentences

In approving or rejecting the proposed agreement, our Audit Committee will consider the relevant facts and circumstances available and deemed relevant, including, but not limited to, the terms of the transaction and whether they are comparable to those that could be obtained in arm’s length dealings with an unrelated third party, whether the transaction arose in the ordinary course of business, the nature of the related party’s interest in the transaction, the conflicts of interest and corporate opportunity provisions of our organizational documents and our Code,

the significance of the transaction to us and the related party, the nature of the related party’s relationship with us and whether the transaction would be likely to impair (or create an appearance of impairing) the judgement of a director or executive officer to act in our best interest.

the significance of the transaction to us and the related party, the nature of the related party’s relationship with us and whether the transaction would be likely to impair (or create an appearance of impairing) the judgment of a director or executive officer to act in our best interest.

Our Audit Committee shall approve only those agreements that, in light of known circumstances, are in, or are not inconsistent with, our best interests, as our Audit Committee determines in the good faith exercise of its discretion.

12 unchanged sentences

However, Nasdaq’s listing standards provide that foreign private issuers are permitted to follow home country corporate governance practices in lieu of the Nasdaq rules, with some exceptions.

Some corporate governance practices in Cayman Islands may differ significantly from corporate governance listing standards.

Some corporate governance practices in the Cayman Islands may differ significantly from corporate governance listing standards.

Other than as set forth below, we currently intend to comply with the corporate governance listing standards of Nasdaq to the extent possible under Cayman Islands law.

7 unchanged sentences

Audit fees (1)

$ 567,000 $ 556,500

Total $ 567,000 $ 556,500

*Represents fees for services rendered for the audit of our financial statements.

CBIZ did not provide any audit-related or tax-related services in 2024 and 2023.

(1) Represents fees for services rendered in connection with the audit of our annual financial statements and for the review of our quarterly financial statements, as well as procedures performed during the year in connection with registration statements on Forms F-3 and S-8.

CBIZ did not provide any audit- or tax-related services in 2025 or 2024.

The Audit Committee reviews and pre-approves all audit and non-audit services performed by its independent registered public accounting firm, as well as the fees charged for such services, in accordance with the pre-approval policies and procedures that have been established by the Audit Committee.

16 unchanged sentences

F-1/A 333-253631 4.1 3/12/2021

4.2 Deposit Agreement, among Connect Biopharma Holdings Limited, the depositary, and the holders and beneficial owners of American Depositary Shares issued thereunder

S-8 333-254524 4.3 3/19/2021

4.3 Specimen American Depositary Receipt

S-8 333-254524 4.3, Exhibit A 3/19/2021

4.4 Second Amended and Restated Shareholders Agreement, dated as of December 1, 2020, between Connect Biopharma Holdings Limited, its subsidiaries and certain of its shareholders

F-1 333-253631 4.4 2/26/2021

4.2 Description of Securities

20-F 001-40212 2.5 3/31/2022

Form of Indemnification Agreement

7 unchanged sentences

10.5† Non-Employee Director Compensation Program

20-F 001-40212 4.5 4/16/2024

10.6† Employment Agreement, effective as of January 1, 2021, between Connect Biopharm LLC and Zheng Wei, Ph.D.

F-1 333-253631 10.11 2/26/2021

10.7† E xecutive E mployment Agreement, effective as of January 1, 2021, between Connect Biopharma HongKong Limited and Wubin Pan, Ph.D.

F-1 333-253631 10.12 2/26/2021

10.8† Employment Offer Letter, dated October 13, 2021, between Connect Biopharm LLC and Steven Chan

20-F 001-40212 4.10 3/31/2022

10.9 House Lease Contract , effective as of May 1, 2023 between Suzhou Connect Biopharma Co., Ltd.

and Taicang Science and Technology Venture Park Co., Ltd .

(English Translation)

6-K 001-40212 99.1 6/23/2023

10.10 Lease , effective as of December 22, 2021, by and between Connect Biopharm LLC and Paseo Del Mar LLC

20-F 001-40212 4.13 3/31/2022

10.11* Exclusive License and Collaboration Agreement, dated November 21, 2023 , by and among Connect Biopharma HongKong Limited, Suzhou Connect Biopharma Co., Ltd.

and Simcere Pharmaceutical Co.

(English Translation)

6-K 001-40212 99.1 11/21/2023

10.12† 2024 Employment Inducement Incentive Award Pla n and form of share option grant notice and share option agreement thereunder

10-Q 001-40212 10.1 8/13/2025

10.6† 2024 Employment Inducement Incentive Award Plan and form of share option grant notice and share option agreement thereunder

6-K 001-40212 10.1 6/12/2024

4 unchanged sentences

10.9† Employment Offer Letter, dated August 7, 2024, between Connect Biopharm LLC and Lisa Peraza

10-K 001-40212 10.15 3/31/2025

10.10† Addendum to Employment Offer Letter for Severance Benefits, dated August 7, 2024, between Connect Biopharm LLC and Lisa Peraza

10.17 First Amendment to Lease, effective as of October 25, 2024, by and between Connect Biopharm LLC and Paseo Del Mar LLC

10-K 001-40212 10.16 3/31/2025

10.11* Exclusive License and Collaboration Agreement, dated November 21, 2023, by and among Connect Biopharma HongKong Limited, Suzhou Connect Biopharma Co., Ltd.

and Simcere Pharmaceutical Co., Ltd.

(English Translation)

6-K 001-40212 99.1 11/21/2023

10.12 Lease, effective as of October 25, 2024, by and between Connect Biopharm LLC and Gateway Torrey Hills LLC

16.1 Letter of PwC China

10-K 001-40212 10.18 3/31/2025

19.1 Insider Trading Compliance Policy

10-K 001-40212 19.1 3/31/2025

21.1 Subsidiaries of the Registrant

1 unchanged sentence

24.1 Power of Attorney (included on the signature page of this report)

31.1 Certification of Principal Executive Officer p ursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

27 unchanged sentences

(Principal Executive Officer)

/s/ LISA PERAZA Vice President, Finance March 31, 2025

/s/ LISA PERAZA Senior Vice President, Finance March 31, 2026

Lisa Peraza, CPA (Principal Financial and Accounting Officer)

4 unchanged sentences

March 31, 2026

Kan Chen, Ph.D.

March 31, 2026

March 31, 2025

Jean Liu, J.D.

March 31, 2026

WILSON Director

1 unchanged sentence

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