What changed in this filing

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Item 9A. Controls and Procedures

2026-03-16 compared with 2025-03-13 · 1166 added, 167 removed, 659 unchanged (67% of the section changed)

13 unchanged sentences

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and disposition of assets;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

GAAP, and that receipts and expenditures are being made only in accordance with the authorization of its management and directors;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with the authorization of its management and directors;

and (3) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on its financial statements.

8 unchanged sentences

Not Applicable.

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Directors, Executive Officers and Corporate Governance.

The information required by this Item 10 will be included in our Definitive Proxy Statement to be filed with the Securities Exchange Commission with respect to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

BOARD COMPOSITION AND STRUCTURE

Our certificate of incorporation states that the Board of Directors shall consist of not fewer than three and not more than fifteen members, and the precise number of directors shall be fixed by a resolution of the Board of Directors.

Each director shall hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal.

Our certificate of incorporation provides that our directors may be removed only for cause by the affirmative vote of the holders of at least seventy-five percent (75%) of the voting power of the outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, at a meeting of the stockholders called for that purpose.

Any vacancy in the Board of Directors, including a vacancy that results from an increase in the number of directors, may be filled by a vote of the majority of the directors then in office.

Our certificate of incorporation provides that the Board of Directors is divided into three classes of directors.

Each of our directors identified below serves in the class indicated.

Subject to any earlier death, resignation or removal in accordance with the terms of our restated certificate of incorporation and bylaws, our Class II directors are currently serving until the 2026 annual meeting and will be those who are re-elected at the 2026 Annual Meeting of stockholders will serve until the 2029 annual meeting of stockholders;

our Class III directors will serve until the 2027 annual meeting of stockholders;

and our Class I directors will serve until the 2028 annual meeting of stockholders.

Any additional directorships resulting from an increase in the number of directors will be apportioned by the Board of Directors among the three classes.

It is the Board of Directors’ policy that directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the Company’s stockholders.

The Board of Directors believes that the directors should possess a combination of skills, professional experience and diversity of viewpoints necessary to oversee the Company’s business.

Accordingly, the Board of Directors considers the qualifications of directors and director candidates individually and in the broader context of its overall composition and the Company’s current and future needs.

The Board of Directors is currently comprised of ten members.

Below is a list of the names, ages as of March 6, 2026, and classification of the individuals who currently serve as our directors.

Name Age Director Since Position and Class

Mackay, Ph.D.

69 2018 Chairman (Class I - term will expire 2028)

Paula Soteropoulos 58 2020 Director (Class I - term will expire 2028)

Stephen Uden, M.D.

68 2023 Director (Class II - term will expire 2026)

Boudreau, M.B.A.

60 2020 Director (Class II - term will expire 2026)

Lucian Iancovici, M.D.

43 2020 Director (Class II - term will expire 2026)

53 2022 Director (Class II - term will expire 2026)

Chung M.D., Ph.D.

57 2022 Director (Class III - term will expire 2027)

Robert Hopfner, R.Ph., Ph.D., M.B.A.

53 2020 Director (Class III - term will expire 2027)

Ronald Hunt, M.B.A.

61 2018 Director (Class III - term will expire 2027)

Hui Liu, Ph.D., M.B.A.

53 2022 Director (Class III - term will expire 2027)

DIRECTOR BIOGRAPHIES

Information concerning our directors is set forth below.

The biographical description of each director includes the specific experience, qualifications, attributes and skills that led to the Board of Directors’ conclusion at the time of filing of this Annual Report on Form 10-K statement that each person listed below should serve as a director.

Class I Directors (Term Expires at 2028 Annual Meeting)

Mackay, Ph.D.

, is a co-founder of Rallybio and Chairman of the Board of Directors.

From January 2018 until August 2023, Dr.

Mackay served as Chief Executive Officer and Chairman of the Board of Directors of Rallybio, and from August 2023 until December 2024 he served as Executive Chairman.

From March 2013 to December 2017, Dr.

Mackay served as the Executive Vice President and Global Head of Research &

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Development at Alexion Pharmaceuticals, Inc., and from July 2010 to January 2013, Dr.

Mackay served as the President of Research & Development at AstraZeneca PLC.

Prior to AstraZeneca, Dr.

Mackay worked at Pfizer, Inc., for 15 years where he held positions of increasing responsibility, including president, head of pharmatherapeutics research and development.

Mackay currently serves on the board of directors of Charles River Laboratories International, Inc.

and Sail Biomedicines.

He previously served as a director of 5AM Acquisition Co.

from October 2020 until April 2022.

Mackay served on board of Novo Nordisk from 2018 through 2025, and on the board of SpringWorks Therapeutics through its acquisition by Merck KGaA in 2025.

Mackay received a BSc First Class in microbiology from Heriot-Watt University and a Ph.D.

in molecular genetics from the University of Edinburgh.

We believe Dr.

Mackay is qualified to serve on our Board of Directors because of his extensive experience serving on other boards and leading research and development organizations at both global pharmaceutical and biotechnology companies, which provides our Board of Directors with a valuable combination of expertise.

Paula Soteropoulos has served as a member of our Board of Directors since October 2020.

Soteropoulos currently serves as Chairman of Ensoma, a private venture-backed company, and serves on the board of Directors of Metri Bio and Dianthus Therapeutics, Inc.

She previously served as Chief Executive Officer and President of Akcea Therapeutics, Inc.

a biopharmaceutical company, from January 2015 to September 2019, where she was also a member of the board of directors.

Prior to Akcea, Ms.

Soteropoulos served as Senior Vice President and General Manager, Cardiometabolic Business and Strategic Alliances at Moderna Therapeutics Inc., and prior to Moderna, she served in various roles of increasing responsibility at Genzyme Corporation, including Vice President and General Manager, Cardiovascular, Rare Diseases.

Soteropoulos served for 11 years on the board of directors of uniQure N.V.

Soteropoulos also serves on advisory boards of Chiesi USA and Kyowa Kirin North America.

Soteropoulos earned both a B.S.

in chemical and biochemical engineering and an M.S.

in chemical and biochemical engineering from Tufts University, and holds an executive management certificate from the Darden Graduate School of Business at the University of Virginia.

Soteropoulos serves on the Advisory Board for the Chemical and Biological Engineering Department of Tufts University.

We believe Ms.

Soteropoulos is qualified to serve on our Board of Directors because of her extensive experience in the biotechnology industry, her executive leadership experience and her service on the board of directors of other public and private biopharmaceutical companies.

CURRENT DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING

Class II Directors (Term Expires at 2026 Annual Meeting)

Stephen Uden, M.D., is a co-founder of, and has been Chief Executive Officer and President, and a director of, Rallybio since August 2023.

From January 2018 until August 2023, Dr.

Uden served as President, Chief Operating Officer and Chief Scientific Officer of Rallybio.

Previously, Dr.

Uden served as Senior Vice President, Research at Alexion from June 2014 to October 2017.

Prior to Alexion, Dr.

Uden served in various leadership roles in the research organizations of Novartis (Japan), Wyeth (Japan), Neurogen and Pfizer.

Uden received a BSc in biochemistry and an M.B., B.S.

in medicine from the University of London.

We believe Dr.

Uden is qualified to serve on our Board of Directors because of his executive management experience and research and scientific expertise at global pharmaceutical and biotechnology companies.

Boudreau, M.B.A., has served as a member of our Board of Directors since September 2020.

Since 2020, she has been Managing Director of Estuary Ventures LLC, providing board and advisory services.

Previously, she served as Chief Financial Officer from July 2017 to June 2018 and as a board member from February 2016 to July 2017 of Proteostasis Therapeutics, Inc.

From October 2014 to June 2017, Ms.

Boudreau served as Chief Financial Officer of FORMA Therapeutics, Inc., and from September 2008 to September 2014, Ms.

Boudreau served in senior finance roles at Novartis AG, including Chief Financial Officer Novartis Corporation US and Chief Financial Officer Global Oncology.

Prior to Novartis, Ms.

Boudreau served in roles of increasing responsibility in strategy and finance at Pfizer Inc.

("Pfizer") from April 1999 to September 2008, including Vice President Finance Customer Business Unit and Commercial Operations and Vice President Finance, Pfizer Global Research and Development.

Earlier in her career, Ms.

Boudreau worked at PepsiCo Inc.

Brands, Inc., McKinsey & Company and Bank of America Corporation.

Boudreau currently serves as a board member of Shattuck Labs Inc.

Boudreau previously served on the board of directors of Premier, Inc., Cara Therapeutics, Inc., Evaxion Biotech A/S, Proteostasis Therapeutics, Inc.

and Reunion Neuroscience Inc.

Boudreau earned a B.A.

in Economics from the University of Maryland, where she graduated summa cum laude, and an M.B.A.

from the Darden Graduate School of Business at the University of Virginia.

Boudreau is Directorship Certified ® by the National Association of Corporate Directors ("NACD") and earned the CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University Software Engineering Institute and NACD.

We believe Ms.

Boudreau is qualified to serve on our Board of Directors

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because of her financial expertise and extensive experience as an executive and director with biotechnology companies.

Lucian Iancovici, M.D., has served as a member of our Board of Directors since May 2020.

Iancovici is currently a Partner of TPG, a global alternative asset manager, where he has worked since January 2018.

From September 2012 to October 2017, Dr.

Iancovici served as the head of the Qualcomm Life Fund, a venture fund focused on investing in digital health technologies.

From January 2015 to October 2017, Dr.

Iancovici was a general partner at dRx Capital, a joint venture investment company launched by Novartis and Qualcomm.

From 2011 to 2012, Dr.

Iancovici was an associate at McKinsey & Company.

Iancovici currently serves on the board of directors of Sionna Therapeutics, Inc.

and on the boards of directors of several private companies.

He is a board-certified internal medicine doctor, who trained at Columbia University Medical Center in New York prior to joining McKinsey & Company.

Iancovici received his B.A.

in economics and an M.D., both from Tufts University.

We believe that Dr.

Iancovici is qualified to serve on our Board of Directors because of his extensive experience in the venture capital industry, and his medical and scientific background and training.

Nash, M.B.A., has served as a member of our Board of Directors since April 2022.

Since April 2018, Ms.

Nash has been a principal at Chatiemac Consulting, LLC, a firm that provides strategic and commercial planning guidance to biotechnology companies and investors focused on the development of medications for rare diseases.

From September 2021 until September 2022, Ms.

Nash served as Board Chair and senior advisor to the President and Chief Executive Officer of The CM Group, an integrated healthcare agency focused on providing scientific and commercialization strategies and services to life sciences companies, where she also served as a member of the Board of Directors from August 2019 until September 2022.

From 2007 to 2015, Ms.

Nash held positions of increasing responsibility at Hyperion Therapeutics, Inc., including as Senior Vice President and Chief Commercial Officer since May 2012.

Prior to Hyperion, from 2004 to 2007, Ms.

Nash held various positions of increasing responsibility within the commercial organization at CoTherix, Inc.

Nash’s previous experience includes business development and product planning and management roles with Genesoft Pharmaceuticals Inc., Oncology Therapeutics Network, Eli Lilly and Company, and Imana, Inc.

Nash holds an M.B.A and a B.A.

with Honors in Public Policy, both from Stanford University.

We believe that Ms.

Nash is qualified to serve on our Board of Directors because of her extensive operational and business experience in the pharmaceutical and biotechnology industries, including executive leadership, and her experience overseeing commercial organizations and product launches.

Class III Directors (Term Expires at 2027 Annual Meeting)

Chung, M.D., Ph.D.

, has served as a member of our Board of Directors since August 2022.

Chung is an American Board of Medical Genetics certified clinical and molecular geneticist.

Since July 2023, Dr.

Chung has served as the Chair of the Department of Pediatrics at Boston Children’s Hospital and on the faculty of Harvard Medical School.

From February 2014 until July 2023, she led the Precision Medicine Resource in the Irving Institute at Columbia University.

From July 2017 until July 2023, Dr.

Chung was the Kennedy Family Professor of Pediatrics and Medicine at Columbia University, and had been on the faculty of Columbia University since 2002.

Chung received her B.A.

in Biochemistry from Cornell University, her M.D.

from Cornell University Medical College, and her Ph.D.

in Genetics from The Rockefeller University.

We believe that Dr.

Chung is qualified to serve on our Board of Directors because of her extensive experience in medicine and research, and her service on other boards.

Robert Hopfner, R.Ph., Ph.D., M.B.A., has served as a member of our Board of Directors since March 2020.

Since October 2017, Dr.

Hopfner has served as a Managing Partner at Pivotal bioVenture Partners LLC, a venture capital firm.

Prior to Pivotal, Dr.

Hopfner served as a Principal at Bay City Capital LLC, a venture capital firm, from June 2007 to October 2009 and as a Managing Director and Partner from October 2009 to September 2017.

Hopfner currently serves as a board member of Evommune, Inc., and on the boards of directors of a number of private life sciences companies.

Hopfner previously served on the board of directors of Vaxcyte, Inc., Oculis Holding AG, and Inozyme Pharma Inc..

Hopfner received a B.Sc.

in Pharmacy and a Ph.D.

in Pharmacology from the University of Saskatchewan and an M.B.A.

from the University of Chicago.

We believe Dr.

Hopfner is qualified to serve on our Board of Directors because of his experience in advising public and private life sciences companies, as well as his research in the pharmaceutical field.

Ronald Hunt, M.B.A., has served as a member of our Board of Directors since 2018.

Since 2005, Mr.

Hunt has served as a Managing Director and Member of New Leaf Venture Partners, L.L.C., a venture capital firm.

Previously, Mr.

Hunt served at the Sprout Group, a venture capital firm and was a consultant with consulting firms Coopers & Lybrand Consulting and The Health Care Group, Inc.

Hunt worked earlier in his career in

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various sales and marketing positions at Johnson & Johnson and SmithKline Beecham Pharmaceuticals PLC.

Hunt currently serves as a director of Iterum Therapeutics, Ltd., a clinical-stage company, and on the boards of a number of private pharmaceutical and healthcare companies.

Hunt previously served on the board of directors of Harpoon Therapeutics, Inc.

Hunt received a B.S.

from Cornell University and an M.B.A.

from the Wharton School of the University of Pennsylvania.

We believe Mr.

Hunt is qualified to serve on our Board of Directors because of his investment experience, his experience in the pharmaceutical industry and service on the board of directors of other public and private biopharmaceutical and biotechnology companies.

Hui Liu, Ph.D., M.B.A., has served as a member of our Board of Directors since April 2022.

Liu has been the Chief Executive Officer and board member of Olethros B.V.

since August 2025.

Liu has also been Chief Operating and Business officer of Gyes B.V.

since August 2025.

Until July 2024, Dr.

Liu was Chief Business Officer since December 2015 and Head of Merus U.S.

since October 2018 of Merus N.V., a clinical-stage oncology company.

From 2013 to 2015, Dr.

Liu served as Vice President and Global Head, Business Development & Licensing, Oncology, and from 2009 to 2012 as Vice President and Global Head, Business Development & Licensing, Vaccines & Diagnostics, at Novartis AG.

Prior to Novartis, Dr.

Liu held positions of increasing responsibility in business development at Pfizer, Inc.

from 2004 to 2009 and in the R&D organization at Pfizer and its predecessor company Warner-Lambert from 1997 to 2001.

From 2001 to 2004, Dr.

Liu was an investment banker at Goldman Sachs and Citigroup.

Liu received a Ph.D.

in molecular biology and an M.B.A.

in finance from the University of Michigan and a B.S.

in biology from Peking University.

We believe that Dr.

Liu is qualified to serve on our Board of Directors because of his extensive operational and business experience in the pharmaceutical and biotechnology industries, including executive leadership, and his transactional experience.

Board Meetings and Attendance

The Board of Directors held 22 meetings during the year ended December 31, 2025.

Each of the directors attended at least seventy-five percent (75%) of the meetings of the Board of Directors and the committees of the Board of Directors on which he or she served during the year ended December 31, 2025 (in each case, which were held during the period for which he or she was a director and/or a member of the applicable committee and excluding any meetings in which a director was an interested party).

While we do not have a formal policy regarding director attendance at the annual meeting of stockholders, we expect our Board members to prepare for, attend and participate in all Board and applicable committee meetings, including by means of remote communication.

All members of our Board of Directors attended the 2025 Annual Meeting.

Board of Directors Leadership Structure

Mackay serves as Chairman of the Board of Directors.

From August 1, 2023 until December 31, 2024, Dr.

Mackay served as Executive Chairman, and prior to August 1, 2023 served as Chief Executive Officer and Chairman.

In December 2023, the independent directors designated a Lead Director, which is a role that is similar to the role of an independent Chairman.

Soteropoulos has served as Lead Director since December 2023.

As set forth in Rallybio's Corporate Governance Guidelines, the Lead Director presides at meetings of the Board at which the Chairman, who is not currently independent, is not present, including executive sessions of our independent directors, serves as an independent point of contact for stockholders, and has other duties described in Rallybio's Corporate Governance Guidelines, which are available on our website.

The independent members of our Board of Directors have periodically reviewed our Board of Directors' leadership structure and have determined that the Company and our stockholders are well served with this structure.

Mackay's former service as chief executive officer provides him with valuable insights into the Company's programs, operations, strategy and culture.

In addition, Dr.

Mackay serves on the board of directors of three public companies, and his corporate governance experience is incorporated into his leadership of our Board of Directors.

Our Board of Directors believes that it is in the best interests of the Company for our Board of Directors to make a determination regarding whether or not to separate the roles of any chairperson and the Chief Executive Officer based on the then-current circumstances.

Mackay has not served as Chief Executive Officer since August 2023.

The Board of Directors’ Role in Risk Oversight

The Board of Directors plays an important role in risk oversight at Rallybio.

Management is responsible for day-to-day management of risks, while the Board of Directors, through direct decision-making authority with respect

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to significant matters, as well as through the oversight of management by the Board of Directors and its committees, is responsible for oversight of risk management.

In particular, the Board of Directors administers its risk oversight function through (1) the review and discussion of regular periodic reports by the Board of Directors and its committees on topics relating to the risks that Rallybio faces, (2) the required approval by the Board of Directors (or a committee of the Board of Directors) of significant transactions and other decisions, (3) the direct oversight of specific areas of Rallybio’s business by the Audit, Compensation and Nominating and Corporate Governance Committees, and (4) regular periodic reports from the auditors and other outside consultants regarding various areas of potential risk, including, among others, those relating to our internal control over financial reporting.

The Board of Directors relies on management to bring significant matters impacting Rallybio to the attention of the Board of Directors.

The committees of the Board of Directors play an important role in overseeing the management of the Company’s risks, as disclosed in the descriptions of each of the committees below and in the charters of each of the committees.

The appropriate Board committee or the Board of Directors discusses with management our significant risks, and the steps we take to manage risks.

If a committee of the Board of Directors is responsible for evaluating and overseeing a particular risk, such as cybersecurity risks, which is overseen by the Audit Committee, the chair of the committee reports on the discussion to the Board of Directors, which enhances coordination of risk oversight among the committees and the Board of Directors.

Pursuant to the Audit Committee’s charter, the Audit Committee is responsible for reviewing and discussing with management and Rallybio’s independent registered public accounting firm, Rallybio’s system of its critical accounting practices, and policies relating to risk assessment and management.

As part of this process, the Audit Committee discusses Rallybio’s major financial risk exposures and steps that management has taken to monitor and control such exposure.

In addition, the Audit Committee has established procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submissions by employees of concerns regarding accounting, internal accounting controls, auditing and compliance matters.

Because of the role of the Board of Directors and the Audit Committee in risk oversight, the Board of Directors believes that any leadership structure that it adopts must allow it to effectively oversee the management of the risks relating to Rallybio’s operations.

The Board of Directors acknowledges that there are different leadership structures that could allow it to effectively oversee the management of the risks relating to the Company’s operations and believes its current leadership structure enables it to effectively provide oversight with respect to such risks.

BOARD COMMITTEES

The Board of Directors has a standing Audit, Compensation and Nominating and Corporate Governance Committee.

Each of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee is comprised solely of independent directors, and is described more fully below.

Each committee operates pursuant to a written charter and each reviews and assesses the adequacy of its charter periodically.

The charters for each committee are all available on our website (www.rallybio.com) under the “Investors” section.

The following table describes which directors currently serve on each of the Board of Directors’ committees.

Name Nominating and Corporate Governance Committee Compensation Committee Audit Committee

Stephen Uden, M.D.

Mackay, Ph.D.

Boudreau, M.B.A.

Chung, M.D., Ph.D.

Robert Hopfner, R.Ph., Ph.D., M.B.A.

Ronald Hunt, M.B.A.

Lucian Iancovici, M.D.

Hui Liu, Ph.D., M.B.A.

Paula Soteropoulos (1) • (1)

(1) Chair of committee

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Our Audit Committee is composed of Helen M.

Boudreau, M.B.A., Robert Hopfner, R.Ph., Ph.D., M.B.A., Ronald Hunt, M.B.A., and Hui Liu, Ph.D., M.B.A., with Ms.

Boudreau serving as Chair of the committee.

The Board of Directors has determined that each member of the Audit Committee meets the independence requirements of Rule 10A-3 under the Exchange Act and the applicable listing standards of Nasdaq.

The Board of Directors has determined that Ms.

Boudreau is an “audit committee financial expert” within the meaning of the SEC, regulations and applicable listing standards of Nasdaq.

The Audit Committee’s responsibilities include:

• appointing, approving the compensation of, and evaluating the qualifications, performance and independence of, our independent registered public accounting firm;

• overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from such firm;

• pre-approving all audit and permitted non-audit services to be performed by our independent registered public accounting firm;

• reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures, including earnings releases;

• discussing with our independent registered public accounting firm critical audit matters and related disclosures;

• reviewing and discussing with management and our independent registered public accounting firm any material issues regarding accounting principles and financial statement presentations;

• reviewing disclosures about any significant deficiencies or material weaknesses in our internal controls, including disclosures in our annual and quarterly reports;

• coordinating our Board of Directors’ oversight of our internal control over financial reporting, disclosure controls and procedures, code of business conduct and ethics, procedures for complaints and legal and regulatory matters;

• discussing our risk management policies with management;

• reviewing policies regarding hiring employees from our independent registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns;

• meeting independently with our independent registered public accounting firm and management;

• reviewing and approving any related person transactions, in accordance with Company policy;

• overseeing our guidelines and policies governing risk assessment and risk management;

• overseeing the integrity of our information technology systems, process and data;

• preparing the audit committee report required by SEC rules;

• reviewing and assessing, at least annually, the adequacy of the Audit Committee’s charter;

• performing, at least annually, an evaluation of the performance of the Audit Committee.

During the year ended December 31, 2025, the Audit Committee met 4 times.

The report of the Audit Committee is included in this Annual Report on Form 10-K under “Audit Committee Report.”

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is composed of Wendy K.

Chung, M.D., Ph.D., Robert Hopfner, R.Ph., Ph.D., M.B.A., Ronald Hunt, M.B.A.

and Christine Nash, M.B.A., with Ms.

Nash serving as Chair of the committee.

The Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is “independent” as defined under the applicable listing standards of Nasdaq.

The Nominating and Corporate Governance Committee’s responsibilities include:

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• identifying individuals qualified to become members of our Board of Directors consistent with criteria approved by the board and receiving nominations for such qualified individuals;

• recommending to our Board of Directors the persons to be nominated for election as directors and to each committee of the board;

• considering and, if appropriate, establishing a policy under which our stockholders may recommend a candidate to the Nominating and Corporate Governance Committee for consideration for nomination as a director;

• reviewing and recommending committee slates on an annual basis;

• recommending to our Board of Directors qualified candidates to fill vacancies on our Board of Directors;

• developing and recommending to our Board of Directors a set of corporate governance principles applicable to us and reviewing the principles on at least an annual basis;

• reviewing and making recommendations to our board with respect to our board leadership structure and board committee structure;

• reviewing our policies and program with respect to significant issues of corporate public responsibility;

• making recommendations to our Board of Directors processes for annual evaluations of the performance of our Board of Directors and committees of our Board of Directors;

• overseeing the process for annual evaluations of our Board of Directors and committees of our Board of Directors;

• reviewing and reporting to our Board of Directors any actual or potential conflicts of interest of members of our Board of Directors;

• providing new director orientation and continuing education for existing directors on a periodic basis;

• overseeing plans for director succession;

• reviewing and assessing, at least annually, the adequacy of the Nominating and Corporate Governance Committee’s charter;

• reviewing and overseeing the Company’s initiatives regarding environmental, social and governance matters, including related risks and opportunities, and the Company’s public disclosure with respect to such matters;

• performing, on an annual basis, an evaluation of the performance of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee is also responsible for developing and recommending to the Board of Directors criteria for membership on the Board of Directors.

During the year ended December 31, 2025, the Nominating and Corporate Governance Committee met 1 time.

Stockholder Proposals and Nominations

Requirements for Stockholder Proposals to be Considered for Inclusion in our Proxy Materials.

To be considered for inclusion in the proxy statement for the 2026 annual meeting, stockholder proposals must have been received by our Secretary at our principal executive offices no later than the close of business on December 8, 2025, which is 120 days prior to the date that is one year from last year’s mailing date of April 7, 2025.

Requirements for Stockholder Proposals or Director Nominations to be Brought Before an Annual Meeting.

Our bylaws provide that, for stockholder nominations to the Board of Directors or other proposals to be considered at an annual meeting, the stockholder must have given timely notice thereof in writing to the Secretary at Rallybio Corporation, 234 Church Street, New Haven, CT 06510.

The Nominating and Corporate Governance Committee does not have a written policy regarding stockholder nominations, but has determined that it is the

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practice of the committee to consider candidates proposed by stockholders if made in accordance with our bylaws.

To be timely for the 2026 annual meeting, although not included in the proxy statement, the stockholder’s notice must be delivered to or mailed and received by us not earlier than the close of business on the 120th day nor later than the close of business on the 90th day prior to the anniversary date of the prior year’s annual meeting, except that if the annual meeting is set for a date that is not within 30 days before or after such anniversary date, we must receive the notice not later than the close of business on the tenth day following the day on which we first provide notice or public disclosure of the date of the meeting.

Assuming the date of our 2025 annual meeting is not so advanced or delayed, stockholders who wish to make a proposal at the 2026 annual meeting must have notified us no earlier than January 13, 2026 and no later than February 12, 2026.

Such notice must have provided the information required by our bylaws with respect to each matter the stockholder proposes to bring before the 2026 annual meeting.

Any stockholder who intends to solicit proxies in support of a director nominee other than the Company’s nominees must also comply with Rule 14a-19 under the Exchange Act.

Compensation Committee

Our Compensation Committee is composed of Lucian Iancovici, M.D., Christine A.

and Paula Soteropoulos, with Ms.

Soteropoulos serving as Chair of the committee.

The Board of Directors has determined that each member of the Compensation Committee is “independent” as defined under the applicable listing standards of Nasdaq and meets the independence criteria set forth in Rule 10C-1 under the Exchange Act.

The Compensation Committee’s responsibilities include:

• reviewing our overall management compensation strategy, including base salary, incentive compensation and equity-based grants;

• reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer and other executive officers;

• recommending to our Board of Directors the compensation of our chief executive officer and other executive officers;

• reviewing and making recommendations to the Board of Directors with respect to non-employee director compensation;

• reviewing and administering our cash and equity incentive plans;

• reviewing, considering and selecting, to the extent determined to be advisable, a peer group of appropriate companies for purposes of benchmarking and analysis of compensation for our executive officers and non-employee directors;

• recommending to our Board of Directors any stock ownership guidelines for our executive officers and non-employee directors;

• retaining, appointing or obtaining advice of a compensation consultant, legal counsel or other advisor and determining the compensation and independence of such consultant or advisor;

• preparing, if required, the compensation committee report on executive compensation for inclusion in our annual report on Form 10-K and our annual proxy statement in accordance with SEC proxy and disclosure rules;

• monitoring our compliance with the requirements of Sarbanes-Oxley relating to loans to directors and officers;

• overseeing our compliance with applicable SEC rules regarding stockholder approval of certain executive compensation matters;

• reviewing and approving all employment contracts and other compensation, severance and change-in-control arrangements for our executive officers;

• establishing and periodically reviewing policies and procedures with respect to perquisites as they relate to our executive officers;

• reviewing the risks associated with our compensation policies and practices;

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• overseeing and presenting to our Board of Directors management’s plans for succession to senior management positions based on guidelines developed and recommended by the Compensation Committee to the full Board of Directors;

• reviewing the Company’s strategies, initiatives and programs with respect to the Company’s management of human capital resources;

• reviewing and assessing, at least annually, the adequacy of the Compensation Committee’s charter;

• performing, on an annual basis, an evaluation of the performance of the Compensation Committee.

Pursuant to its charter, the Compensation Committee has the authority to delegate any of its responsibilities to subcommittees and has the authority to delegate to the Chief Executive Officer the determination of compensation to employees other than executive officers under approved compensation programs to the maximum extent permitted by applicable law.

During the year ended December 31, 2025, the Compensation Committee met 5 times.

Compensation Consultant

The Compensation Committee has engaged Pearl Meyer & Partners, LLC ("Pearl Meyer"), as its independent compensation consultant.

Pearl Meyer provides analysis and recommendations to the Compensation Committee regarding:

• trends and emerging topics with respect to executive compensation;

• compensation programs for our executive officers, directors and employees;

• stock utilization and related metrics.

When requested, Pearl Meyer consultants attend meetings of the Compensation Committee, including executive sessions in which executive compensation-related matters are discussed without the presence of management.

Pearl Meyer reports to the Compensation Committee and not to management, although Pearl Meyer meets with management for purposes of gathering information for its analyses and recommendations.

In determining to engage Pearl Meyer, the Compensation Committee considered the independence of Pearl Meyer, taking into consideration relevant factors, including the absence of other services provided to the Company by Pearl Meyer, the amount of fees the Company paid to Pearl Meyer as a percentage of Pearl Meyer’s total revenue, the policies and procedures of Pearl Meyer that are designed to prevent conflicts of interest, any business or personal relationship of the individual compensation advisors employed by Pearl Meyer with any executive officer of the Company, any business or personal relationship the individual compensation advisors employed by Pearl Meyer have with any member of the Compensation Committee, and any stock of the Company owned by Pearl Meyer or the individual compensation advisors employed by Pearl Meyer.

The Compensation Committee has determined, based on its analysis and in light of all relevant factors, including the factors listed above, that the work of Pearl Meyer and the individual compensation advisors employed by Pearl Meyer as compensation consultants to the Compensation Committee has not created any conflicts of interest, and that Pearl Meyer is independent pursuant to the independence standards set forth in the Nasdaq listing standards promulgated pursuant to Section 10C of the Exchange Act.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics for our directors, officers and employees, including our Chief Executive Officer and President and our Chief Financial Officer.

A copy of our Code of Business Conduct and Ethics may be accessed free of charge by visiting our website at www.rallybio.com and going to the “Governance” tab under the “Investors” section, or by requesting a copy in writing from our Secretary at our New Haven, Connecticut office.

We intend to post on our website any amendment to, or waiver under, a provision of the Code of Business Conduct and Ethics that applies to our directors and certain of our executive officers within four business days following the date of such amendment or waiver.

Environmental, Social and Governance

We endeavor to develop and continuously execute on a scalable strategy that enables the Company to foster its culture and values, create positive social and environmental outcomes, and enhance our business.

The Nominating and Corporate Governance Committee has been delegated oversight for such activities by the

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Board of Directors.

The Company seeks to integrate such considerations into its business in a manner that enhances long-term performance and value for stakeholders.

EXECUTIVE OFFICERS

Below is a list of the names, ages and positions, and a brief account of the business experience of the individuals who serve as our executive officers as of March 6, 2026.

Name Age Position

Stephen Uden, M.D.

68 President, Chief Executive Officer;

Lieber, M.B.A.

56 Chief Financial Officer and Treasurer

Steven Ryder, M.D.

75 Chief Medical Officer

EXECUTIVE OFFICER BIOGRAPHIES

Stephen Uden, M.D.'s, biography is included under “Director Biographies” above.

Lieber, M.B.A., has been Chief Financial Officer and Treasurer of Rallybio since February 2023.

Previously, Mr.

Lieber, served as the Chief Financial Officer of Applied Genetic Technologies Corporation, a publicly-traded clinical-stage biotechnology company, from September 2021 until November 2022.

From December 2018 until September 2021, Mr.

Lieber was a Managing Director at Danforth Advisors, a firm providing strategic and operational finance and accounting for life science companies.

From July 2015 until December 2018, Mr.

Lieber served as Chief Financial Officer of Histogenics Corporation, a publicly traded cell therapy company.

Lieber also served as the Chief Financial Officer of Metamark Genetics, Inc., Repligen Corporation, Xcellerex, Inc., and Altus Pharmaceuticals.

Lieber began his career in healthcare as an investment banker at Salomon Brothers / Salomon Smith Barney and SG Cowen.

He has been a member of the board of directors of Decoy Therapeutics, Inc.

DCOY) since June 2020, Mindwalk Holdings Corp.

HYFT) since July 2025 and Zola Pharmaceuticals (private) since February 2024.

Lieber received a B.S.

in business administration and finance from Boston University and an M.B.A.

in finance from New York University’s Leonard N.

Stern School of Business.

Steven Ryder, M.D., has been Chief Medical Officer of Rallybio since January 2019.

Previously, Dr.

Ryder served as Chief Development Officer at Alexion from July 2013 to December 2018.

From April 2008 to April 2013, Dr.

Ryder served as President of Astellas Pharma Global Development at Astellas Pharma Inc.

("Astellas").

Prior to joining Astellas, Dr.

Ryder worked at Pfizer for 21 years where he held positions of increasing responsibility, including head of worldwide clinical development.

Ryder has been a member of the Board of Directors of MBX Biosciences, Inc.

since January 2024 and previously served on the board of directors of Reata Pharmaceuticals, Inc.

from July 2022 until September 2023.

Ryder received an M.D.

from the Icahn School of Medicine at Mount Sinai.

Contacting the Board of Directors

Stockholders wishing to communicate with the Board of Directors may do so by writing to the Board of Directors or to the non-employee members of the Board of Directors as a group, at:

Rallybio Corporation

234 Church Street

New Haven, CT 06510

The communication must prominently display the legend “BOARD COMMUNICATION” in order to indicate to the Secretary that it is a communication for the Board of Directors.

Upon receiving such a communication, the Secretary will promptly forward the communication to the relevant individual or group to which it is addressed.

Certain items that are unrelated to the Board’s duties and responsibilities may be excluded, such as spam, junk mail and mass mailings, resumes and other forms of job inquiries, surveys and business solicitations or advertisements.

The Secretary will not forward any communication determined in his good faith belief to be frivolous, unduly hostile, threatening, illegal or similarly unsuitable.

Director or Officer Involvement in Certain Legal Proceedings

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Our directors and executive officers have not been involved in any legal proceedings as described in Item 401(f) of Regulation S-K in the past ten years.

Executive Compensation.

The information required by this Item 11 will be included in our Definitive Proxy Statement to be filed with the Securities Exchange Commission with respect to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

Unless otherwise indicated or the context otherwise requires, references in this section to “ Rallybio ,” the “ Company ,” “ we ,” “ us ,” “ our ” and other similar terms refer to Rallybio and its subsidiaries.

Executive Compensation

Rallybio’s named executive officers for the year ended December 31, 2025 are:

• Stephen Uden, M.D., Chief Executive Officer and President;

• Jonathan I.

Lieber, M.B.A., Chief Financial Officer and Treasurer;

• Steven Ryder, M.D., Chief Medical Officer.

2025 Summary Compensation Table

The following table sets forth the compensation awarded to, earned by or paid to each of our named executive officers for the fiscal years ended December 31, 2025 and December 31, 2024.

Name and Principal Position Year Salary

($) Stock Awards

($)(1) Nonequity Incentive Plan Compensation

($)(3) All Other

Stephen Uden, M.D.

2025 590,000 — 298,988 259,600 8,380 1,156,968

Chief Executive Officer and President 2024 551,200 — 314,626 248,040 13,800 1,127,666

Lieber, M.B.A.

2025 478,400 104,688 (2) 118,620 153,088 14,000 868,796

Chief Financial Officer and Treasurer 2024 478,400 — 174,792 172,224 13,800 839,216

Steven Ryder, M.D.

2025 531,227 — 118,620 201,866 14,000 865,713

Chief Medical Officer 2024 531,227 — 174,792 191,242 13,800 911,061

(1) The amounts shown in the “Option Awards” column represent the aggregate grant date fair value of options to purchase shares of our common stock granted to our named executive officers in fiscal years 2025 and 2024 computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures.

The assumptions used to value the options for this purpose are set forth in Note 7 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

(2) The amounts shown in the “Stock Awards” column represents the grant date fair value of the performance-based stock units granted in 2025, based on the probable outcome of the performance conditions at grant.

The grant date fair value of the award, assuming all performance conditions were satisfied at the maximum level is $104,688.

This award was subsequently cancelled and was not outstanding on December 31, 2025.

(3) The amounts shown in the “Nonequity Incentive Plan Compensation” column represent annual bonuses earned with respect to fiscal years 2025 and 2024 under our annual bonus program as described below under “Annual incentive bonuses.”

(4) The amounts shown in the “All Other Compensation” column for fiscal years 2025 and 2024 reflect 401(k) plan matching contributions, described below under “Employee and retirement benefits.”

The Compensation Committee of our Board of Directors is responsible for determining the compensation of our named executive officers.

The Compensation Committee has engaged Pearl Meyer, an independent compensation consulting firm, to assist it in evaluating the Company’s executive and director compensation practices, including program design, identification of an appropriate peer group for compensation comparison purposes and providing pay benchmarking data.

The Compensation Committee has assessed the independence of Pearl Meyer from

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management and, on the basis of that assessment and taking into consideration the independence factors that are required to be considered under applicable stock exchange rules, determined that no relationships exist that would create a conflict of interest or that would compromise Pearl Meyer’s independence.

Agreements with our named executive officers

In August 2023, Dr.

Uden entered into a second amended and restated employment agreement with the Company and our operating company subsidiary, Rallybio, LLC, which sets forth the terms and conditions of Dr.

Uden's continued employment with us.

At the time of his commencement of employment, Mr.

Lieber entered into an employment agreement with the Company and Rallybio, LLC, which sets forth the terms and conditions of Mr.

Lieber’s employment with us.

On June 25, 2025, we entered into an employment agreement with Dr.

The material terms of the agreements are described below.

The terms “cause,” “good reason” and “change in control” referred to below are defined in the respective named executive officer’s agreement.

The employment agreements for Dr.

Lieber and Dr.

Ryder provide for an initial annual base salary, subject to review for increase by our Board of Directors or the Compensation Committee.

Each employment agreement also provides for a target annual bonus as a percentage of annual base salary, with the actual amount of the bonus payable based upon the achievement of performance goals as determined by our Board of Directors or the Compensation Committee.

Base Salaries

Effective January 1, 2025, the annual base salary of Dr.

Uden was increased from $551,200 to $590,000.

The Compensation Committee reviewed pay benchmarking data for the Company’s peer group and for the position of Chief Executive Officer and President held by Dr.

Uden, and recommended, and the Board of Directors approved, Dr.

Uden's 2025 base salary of $590,000.

The annual base salaries of Mr.

Lieber and Dr.

Ryder remained unchanged at $478,400 and $531,227, respectively, for fiscal year 2025.

Annual incentive bonuses

With respect to fiscal year 2025, each of our named executive officers was eligible to receive an annual bonus.

For fiscal year 2025, the target bonus amount for Dr.

Uden was 55% of his annual base salary.

For fiscal year 2025, the target bonus amount for each of Mr.

Lieber and Dr.

Ryder was 40% of the named executive officer’s annual base salary.

Annual bonuses for fiscal year 2025 for our named executive officers were based on the attainment of pre-established corporate objectives as determined by the Compensation Committee and the Board of Directors.

Following the end of fiscal year 2025, the Compensation Committee and the Board of Directors reviewed the Company’s performance against these goals and determined that the performance goals for the named executive officers were achieved at 80% of target for Dr.

Lieber and 95% of target for Dr.

Uden earned a bonus of $259,600, Mr.

Lieber earned a bonus of $153,088 and Dr.

Ryder earned a bonus of $201,866.

Severance upon termination of employment;

change in control;

restrictive covenants

Employment Agreements for Dr.

Lieber is entitled to severance payments and benefits in connection with certain qualifying terminations of employment under his respective employment agreement.

In connection with the Merger, on March 1, 2026, each of Dr.

Lieber entered into an amendment to his respective employment agreement to clarify that the Merger will constitute a “change in control” for purposes of each executive’s employment agreement.

As a result, the enhanced change-in-control severance benefits described below will become payable in the event of a qualifying termination following the closing of the Merger.

If the executive officer’s employment is terminated by us without cause, or by him for good reason, or as a result of our non-extension of the employment term, he will be entitled to receive (i) any earned and payable, but unpaid, prior year annual bonus (or current year bonus if the termination occurs on the last day of the calendar year), (ii) continued payment of his annual base salary for a period of 12 months following termination and (iii) subject to his timely election of COBRA coverage, payment of a monthly amount equal to the monthly health premiums paid by us on behalf of the executive officer and his eligible dependents immediately prior to termination for 12 months following termination (or, if earlier, until such time as the executive officer ceases to be eligible for COBRA coverage or obtains health coverage from another employer).

If the executive officer’s employment is terminated by reason of his death or disability, he will be entitled to receive (i) any earned and payable, but unpaid, prior year annual bonus (or current year bonus if the

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termination occurs on the last day of the calendar year) and (ii) continued payment of his annual base salary for a period of six months following termination.

If the executive officer’s employment is terminated by us without cause or by him for good reason, or as a result of our non-extension of the employment term, in each case within the 12-month period following a change in control, which includes the Merger, in lieu of the severance payments and benefits described above, he will be entitled to receive (i) any earned and payable, but unpaid, prior year annual bonus (or current year bonus if the termination occurs on the last day of the calendar year), (ii) an amount equal to 1.5 times the sum of the executive officer’s annual base salary and target annual bonus, payable over 18 months following termination, (iii) subject to his timely election of COBRA coverage, payment of a monthly amount equal to the monthly health premiums paid by us on behalf of the executive officer and his eligible dependents immediately prior to termination for 18 months following termination (or, if earlier, until such time as the executive officer ceases to be eligible for COBRA coverage or obtains health coverage from another employer), and (iv) in the case of Mr.

Lieber, full vesting of any outstanding and unvested equity awards, the vesting of which is based only on the passage of time, held by Mr.

Lieber as of the date of termination.

With respect to Dr.

Uden, under his second amended and restated employment agreement, any outstanding and unvested equity awards, the vesting of which is based only on the passage of time, held by him as of a change in control will vest in full upon the consummation of the change in control, subject to Dr.

Uden’s continued employment with us through the date of such change in control.

On March 1, 2026, we and Dr.

Lieber entered into amendments to their respective employment agreements to clarify that the Merger will constitute a “change in control” for purposes of the agreement.

As a result, the enhanced change-in-control severance benefits described above will be triggered in the event of a qualifying termination following the closing of the Merger.

Employment Agreement for Dr.

On June 25, 2025, we entered into an employment agreement with Dr.

Ryder, pursuant to which Dr.

Ryder serves as our Chief Medical Officer at an initial annual base salary of $531,227 and is eligible to receive an annual target bonus of up to 40% of his base salary.

Ryder serves for an initial one-year term, which automatically extends for successive one-year terms unless either we or Dr.

Ryder elects not to extend the term by giving the other party at least 60 days’ notice prior to the end of the current term.

Ryder’s employment is terminated by us without cause, by him for good reason, or as a result of our non-extension of the employment term, he will be entitled to receive (i) any earned but unpaid annual bonus for a calendar year ending on or preceding the date of termination, (ii) continued payment of his annual base salary for a period of 12 months following termination, and (iii) subject to his timely election of COBRA coverage, payment of a monthly amount equal to the monthly health premiums paid by us on behalf of Dr.

Ryder and his eligible dependents for 12 months following termination (or, if earlier, until such time as Dr.

Ryder ceases to be eligible for COBRA coverage or obtains health coverage from another employer).

Ryder’s employment is terminated by reason of his death or disability, he will be entitled to receive (i) any earned but unpaid prior year annual bonus and (ii) continued payment of his annual base salary for a period of six months following termination.

Ryder’s employment is terminated by us without cause, by him for good reason, or as a result of our non-extension of the employment term, in each case within the 12-month period following a change in control, which includes the Merger, in lieu of the severance payments and benefits described above, he will be entitled to receive (i) any earned but unpaid prior year annual bonus, (ii) an amount equal to 1.5 times the sum of his annual base salary and target annual bonus, payable over 18 months following termination, (iii) subject to his timely election of COBRA coverage, payment of a monthly amount equal to the monthly health premiums paid by us on behalf of Dr.

Ryder and his eligible dependents for 18 months following termination (or, if earlier, until such time as Dr.

Ryder ceases to be eligible for COBRA coverage or obtains health coverage from another employer), and (iv) full vesting of any outstanding and unvested equity awards, the vesting of which is based only on the passage of time, held by Dr.

Ryder as of the date of termination.

On March 1, 2026, we and Dr.

Ryder entered into an amendment to his employment agreement to clarify that the Merger will constitute a “change in control” for purposes of the agreement.

As a result, the enhanced change-in-control severance benefits described above will be triggered in the event of a qualifying termination following the closing of the Merger.

Severance Subject to Release of Claims .

Our obligation to provide a named executive officer with severance payments and other benefits under his respective employment agreement is conditioned on the executive officer signing a release of claims in favor of us.

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Restrictive Covenants .

Under their respective employment agreements, each of the named executive officers has agreed not to compete with us during his employment and for one year following his termination of employment or solicit our customers, employees, representatives, agents, vendors, joint venturers or licensors during his employment and for one year following his termination of employment.

In addition, each named executive officer has agreed to a perpetual non-disparagement covenant.

Each of the named executive officers is also party to a Confidential Information and Invention Assignment Agreement under which each named executive officer has agreed to a perpetual confidentiality covenant and an assignment of intellectual property covenant.

Better-of Provision.

The employment agreements with each of the named executive officers also contain a Section 280G “better of” cutback provision, pursuant to which any payments or benefits that would constitute “parachute payments” within the meaning of Section 280G of the Code will be reduced to the extent necessary to avoid the imposition of the excise tax under Section 4999 of the Code, but only if such reduction would result in a greater after-tax benefit to the named executive officer.

Employee and retirement benefits

We currently provide broad-based health and welfare benefits that are available to all of our employees, including our named executive officers, including health, life and AD&D, disability, vision and dental insurance.

We maintain a tax-qualified retirement plan (“401(k) Plan”), for our full-time employees, including our named executive officers.

The 401(k) Plan provides eligible U.S.

employees with an opportunity to save for retirement on a tax advantaged basis.

Eligible employees are able to defer eligible compensation subject to applicable annual limits provided for in the Internal Revenue Code (the “Code”).

We make matching contributions into the 401(k) Plan on behalf of participants, equal to up to 3% of eligible compensation.

Employees’ pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions.

Employees are immediately and fully vested in their contributions.

Our 401(k) Plan is intended to be qualified under Section 401(a) of the Code with our 401(k) Plan’s related trust intended to be tax exempt under Section 501(a) of the Code.

As a tax-qualified retirement plan, contributions to our 401(k) Plan and earnings on those contributions are not taxable to the employees until distributed from our 401(k) Plan.

Insider Trading Policy

The Company adopted an insider trading policy in connection with the Company’s initial public offering in August 2021.

The insider trading policy prohibits our officers, directors, and employees from purchasing or selling the Company's securities while in possession of material, nonpublic information, prohibits any hedging, short sales or pledging transactions with respect to the Company’s securities by directors, officers and all employees, and includes requirements regarding Rule 10b5-1 plans.

In addition, it is the Company’s policy to comply with all applicable securities laws when transacting in its own securities.

In accordance with the requirements of the Dodd-Frank Act, SEC rules and Nasdaq listing standards, we maintain a clawback policy that requires recoupment of erroneously-awarded incentive compensation received by current or former executive officers in the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under applicable securities laws.

Equity compensation

In fiscal year 2025, Dr.

Uden was granted an option to purchase 56,711 shares of our common stock under the 2021 Plan, which vests in 48 equal monthly installments over four years, with a grant date fair value of $298,988.

Lieber and Dr.

Ryder were each granted an option to purchase 22,499 shares of our common stock under the 2021 Plan, which vests in 48 equal monthly installments over four years, with a grant date fair value of $118,620 each.

Each of these options was granted on February 14, 2025 with a per share exercise price of $6.08, the closing price of a share of our common stock on the date of grant (as adjusted for the 1-for-8 reverse stock split effective February 6, 2026).

In each case, vesting is generally subject to the named executive officer's continued employment with us through the applicable vesting date.

On January 29, 2025, Mr.

Lieber was granted 15,000 performance-based restricted stock units (“PSUs”) under the 2021 Plan.

The January 2025 PSUs were subsequently cancelled during fiscal year 2025 and were not outstanding as of December 31, 2025.

On February 18, 2026, Mr.

Lieber was granted 5,000 PSUs under the 2021 Plan.

Of the 5,000 PSUs, 2,500 vested on the date of grant.

The remaining 2,500 PSUs (the “CIC PSUs”) will vest on the six-month anniversary

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of a Change in Control, which includes the Merger, but only if a Change in Control is consummated on or before December 31, 2026, subject to Mr.

Lieber’s continued employment with the Company from the date of grant through the vesting date.

If a Change in Control has not occurred on or before December 31, 2026, the CIC PSUs will be automatically forfeited for no consideration.

The Compensation Committee generally grants options annually to executives and seeks to make such grants on or around the same date each year.

Throughout the year, equity awards may be made to new hires or in connection with promotions or other changes in employment, or, as in the case of the February 2026 PSU grant, in connection with a pending transaction.

The Compensation Committee does not grant equity-based awards in anticipation of the release of material nonpublic information and does not time the disclosure of material nonpublic information for purposes of affecting the value of executive compensation.

In addition, during 2025, we did not grant options to any named executive officer during the four business days prior to or the one business day following the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a Form 8-K that discloses material nonpublic information.

Outstanding Equity Awards at Fiscal 2025 Year-End

The following table sets forth information regarding outstanding equity awards held by our named executive officers as of the end of fiscal year 2025 (as adjusted for the 1-for-8 reverse stock split effective February 6, 2026) :

Option Awards

Name Number of Securities Underlying Unexercised Options

Exercisable Number of Securities Underlying Unexercised Options

Unexercisable Option Exercise Price

($) Option Expiration Date

Stephen Uden, M.D.

20,000 — 104.00 7/28/2031 (2)

7,428 322 (1) 120.32 2/7/2032 (3)

18,952 7,798 (1) 52.00 2/6/2033 (4)

12,384 14,615 (1) 14.88 2/15/2034 (5)

11,821 44,890 (1) 6.08 2/14/2035 (6)

Lieber M.B.A.

21,254 8,745 54.48 2/1/2033 (7)

6,880 8,119 (1) 14.88 2/15/2034 (8)

4,690 17,809 (1) 6.08 2/14/2035 (9)

Steven Ryder, M.D.

20,000 — 104.00 7/28/2031 (2)

7,428 322 (1) 120.32 2/7/2032 (3)

10,543 4,331 (1) 52.00 2/6/2033 (10)

6,880 8,119 (1) 14.88 2/15/2034 (8)

4,690 17,809 (1) 6.08 2/14/2035 (9)

(1) Each stock option vests in 48 equal monthly installments over four years from the date of grant, generally subject to the named executive officer’s continued employment with the Company through each applicable vesting date.

See “Severance upon termination of employment;

change in control;

restrictive covenants.”

(2) Represents an option to purchase 20,000 shares of our common stock, granted on July 28, 2021, which vested as to 25% of the underlying shares on July 28, 2022.

The remaining 75% of the underlying shares vest in 36 equal monthly installments thereafter, generally subject to the named executive officer’s continued employment or service with us through the applicable vesting date.

(3) Represents an option to purchase 7,750 shares of our common stock, granted on February 7, 2022, which vests in 48 equal monthly installments, generally subject to the named executive officer’s continued employment or service with us through the applicable vesting date.

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(4) Represents an option to purchase 26,750 shares of our common stock, granted on February 6, 2023, which vests in 48 equal monthly installments, generally subject to the named executive officer’s continued employment or service with us through the applicable vesting date.

(5) Represents an option to purchase 26,999 shares of our common stock, granted on February 15, 2024, which vests in 48 equal monthly installments, generally subject to the named executive officer’s continued employment or service with us through the applicable vesting date.

(6) Represents an option to purchase 56,711 shares of our common stock, granted on February 14, 2025, which vests in 48 equal monthly installments, generally subject to the named executive officer's continued employment or service with us through the applicable vesting date.

(7) Represents an option to purchase 29,999 shares of our common stock, granted on February 1, 2023, which vested as to 25% of the underlying shares of common stock on February 1, 2024 and vests as to the remaining 75% of the underlying shares of common stock in 36 equal monthly installments thereafter, generally subject to the named executive officer’s continued employment with us through the applicable vesting date.

(8) Represents an option to purchase 14,999 shares of our common stock, granted on February 15, 2024, which vests in 48 equal monthly installments, generally subject to the named executive officer’s continued employment with us through the applicable vesting date.

(9) Represents an option to purchase 22,499 shares of our common stock, granted on February 14, 2025, which vests in 48 equal monthly installments, generally subject to the named executive officer’s continued employment with us through the applicable vesting date.

(10) Represents an option to purchase 14,874 shares of our common stock, granted on February 6, 2023, which vests in 48 equal monthly installments, generally subject to the named executive officer’s continued employment or service with us through the applicable vesting date.

Director compensation

The following table sets forth the compensation awarded to, earned by or paid to our non-employee directors during the fiscal year ended December 31, 2025.

Uden did not receive compensation for his service as a director in 2025.

His compensation for 2025 is included in the Summary Compensation Table above.

Name Fees Earned or Paid in Cash ($) (1)

Option Awards ($) (2)

All Other Compensation

Boudreau, M.B.A.

55,000 7,228 (4) — 62,228

Wendy Chung, M.D., Ph.D.

44,000 7,228 (4) — 51,228

Robert Hopfner, R.Ph., Ph.D., M.B.A.

7,228 (4) — 58,728

Ronald Hunt, M.B.A.

7,228 (4) — 58,728

Lucian Iancovici, M.D.

Hui Liu Ph.D., M.B.A.

47,500 (3) 7,228 (4) — 54,728

52,600 7,228 (4) — 59,828

Martin Mackay, Ph.D.

65,000 (3) 7,228 (4) 225,000 (6) 297,228

Paula Soteropoulos 75,000 7,228 (4) — 82,228

(1) The amounts reported in this column represent cash fees earned in fiscal year 2025, including amounts that certain non-employee directors elected to receive in the form of an option to purchase shares of our common stock as noted by footnote 4.

Non-employee directors may elect to receive their annual cash retainer in the form of an option to purchase shares of our common stock, which vests in 12 equal monthly installments on the last day of each month during such calendar year, subject to the director’s continued service on our Board of Directors.

The grant date of these in-lieu-of-cash options was January 2, 2025 and the number of options granted to each non-employee director was based on their annual fees to be earned and the grant date fair value of the option to purchase shares of common stock computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures.

(2) The amounts reported in this column represent the grant date fair value of options to purchase shares of our common stock granted to our non-employee directors in May 2025, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures.

The assumptions used to value the options for this purpose are set forth in Note 7 to our consolidated financial statements included in our Annual Report on Form 10-K for the

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fiscal year ended December 31, 2025.

As of December 31, 2025, the following non-employee directors held the following number of option awards:

Boudreau — 10,920;

Chung — 11,713;

Hopfner — 20,896;

Hunt — 25,920;

Liu — 20,961;

Nash — 11,200;

Mackay — 96,668;

Soteropoulos — 11,591.

Iancovici did not hold any stock options as of December 31, 2025.

As of December 31, 2025, none of the non-employee directors held unvested restricted stock awards.

(3) The non-employee director elected to receive his or her annual cash retainer in the form of an option to purchase shares of our common stock.

The terms of the option to purchase shares of our common stock are described below under “Director compensation policy”.

(4) Represents the grant date fair value of the annual stock option grant to purchase 3,562 shares of our common stock under the 2021 Plan, granted on May 13, 2025 at a per share exercise price of $2.38.

The annual option vests in full on the earlier of the first anniversary of the date of grant or the next annual meeting of our stockholders, subject to the director's continued service on the Board of Directors through the vesting date.

Iancovici declined to accept a stock option grant or a cash retainer in respect of his service as a director in 2025.

(6) Represents consulting fees paid to Dr.

Mackay pursuant to his consulting agreement with the Company and Rallybio, LLC, effective January 1, 2025, at a rate of $18,750 per month ($225,000 for the full year).

Director compensation policy

The Board of Directors adopted a non-employee director compensation policy for members of our Board of Directors.

In December 2024, the Board of Directors updated the non-employee director compensation policy for compensation payable in 2025.

Under the non-employee director compensation policy applicable to 2025 director compensation to the extent not updated as described below, our non-employee directors were and are compensated as follows:

• each non-employee director receives an annual cash fee of $40,000 ($65,000 for the chair of our Board of Directors and $63,500 for the lead director, if applicable);

• each non-employee director who is a member of the Audit Committee receives an additional annual cash fee of $7,500 ($15,000 for the Audit Committee chair);

• each non-employee director who is a member of the Compensation Committee receives an additional annual cash fee of $6,000 ($12,000 for the Compensation Committee chair);

• each non-employee director who is a member of the Nominating and Corporate Governance Committee receives an additional annual cash fee of $4,000 ($8,000 for the Nominating and Corporate Governance Committee chair).

• each non-employee director will annually be granted an option to purchase 3,562 shares (as adjusted for the 1-for-8 reverse stock split effective February 6, 2026) of our common stock under the 2021 Plan on the date of the first meeting of our Board of Directors held after the annual meeting of our stockholders, prorated for non-employee directors initially elected or appointed to our Board of Directors during the 12 months preceding the grant date to reflect the number of months of service during such 12-month period.

Prior to January 1st of any year, a non-employee director may elect to receive his or her annual cash retainer in the form of an option to purchase shares of our common stock, which is expected to vest in 12 equal monthly installments, on the last day of each month during such calendar year, subject to the director’s continued service on our Board of Directors through each applicable vesting date.

Four of our non-employee directors made such an election with respect to their 2025 cash retainers.

The stock options granted to our non-employee directors will have a per share exercise price equal to the closing price of a share of our common stock on the date of grant (or the immediately preceding date on which a closing price was reported if there is no closing price on the date of grant) and will expire not later than ten years after the date of grant.

The stock option granted to a non-employee director upon the non-employee director’s initial election or appointment to our Board of Directors will vest in three equal annual installments, subject to the director’s continued service on our Board of Directors through each applicable vesting date.

The annual stock options granted to our non-employee directors will vest in full on the earlier of the first anniversary of the date of grant or the next annual meeting of our stockholders, subject to the director’s continued service on our Board of Directors through the vesting date.

Upon a change in control (as defined in the 2021 Plan (or as such term or similar term is defined in any successor plan)), each initial stock option and each annual stock

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option that is then outstanding will vest in full, subject to the director’s continued service on our Board of Directors through such change in control.

All cash fees will be paid quarterly, in arrears, or upon the earlier resignation or removal of the non-employee director.

The amount of each payment will be prorated for any portion of a calendar quarter that a non-employee director is not serving on our Board of Directors, based on the number of calendar days served by such non-employee director.

Each non-employee director is entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of our Board of Directors and any committee on which he or she serves.

The Compensation Committee reviews and makes recommendations to our Board of Directors regarding the non-employee director compensation arrangements, and the Board of Directors reviews and approves non-employee director compensation.

The Compensation Committee considers information regarding director compensation paid at peer companies, including an evaluation of such compensation practices by the Compensation Committee’s compensation consultant.

In December 2025 following a recommendation from the Compensation Committee, the Board of Directors did not make any changes to the non-employee director compensation policy, applicable to 2026 director compensation, except the annual option to purchase shares of our common stock was increased from an option to purchase 3,562 shares of our common stock to an option to purchase 3,750 shares of our common stock (in each case, as adjusted for the 1-for-8 reverse stock split effective February 6, 2026).

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

The information required by this Item 12 will be included in our Definitive Proxy Statement to be filed with the Securities Exchange Commission with respect to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

On March 6, 2026, Rallybio had 5,289,675 shares of common stock issued and outstanding.

The table below shows certain information about the beneficial ownership of Rallybio common stock, as of March 6, 2026, by:

• each of our directors,

• each of our named executive officers, and

• all of our directors and executive officers as a group.

In accordance with U.S.

Securities and Exchange Commission (“SEC”) rules, we have included in the column “Number of Shares Beneficially Owned” all shares of common stock over which the person has sole or shared voting or investment power as of March 6, 2026, and all shares of common stock that the person has the right to acquire within 60 days after March 6, 2026 through the exercise of any stock options.

All shares that a person has a right to acquire within 60 days of March 6, 2026 are deemed outstanding for the purpose of computing the percentage beneficially owned by the person, but are not deemed outstanding for the purpose of computing the percentage beneficially owned by any other person.

Unless otherwise indicated, each person has the sole power (or shares the power with a spouse) to invest and vote the shares of common stock listed opposite the person’s name.

Where applicable, ownership is subject to community property laws.

Our inclusion of shares in this table as beneficially owned is not an admission of beneficial ownership of those shares by the person listed in the table.

Except as noted, the address of each stockholder is c/o Rallybio Corporation, 234 Church Street, New Haven, CT 06510.

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Name of beneficial owner Number of Shares Beneficially Owned Percentage of Shares Beneficially Owned

5% or Greater Stockholders:

FMR LLC (1) 561,798 10.6 %

Entities associated with Viking Global Investors LP (2) 527,871 10.0 %

Entities affiliated with Johnson & Johnson (3) 454,545 8.6 %

Entities affiliated with 5AM Ventures (4) 291,788 5.5 %

Entities affiliated with New Leaf Venture Partners (5) 412,700 7.8 %

Entities affiliated with TPG Inc.

(6) 378,551 7.2 %

Entities affiliated with Pivotal bioVenture Partners (7) 300,580 5.7 %

Directors and Named Executive Officers:

Stephen Uden, M.D.

(8) 172,651 3.3 %

Boudreau, M.B.A.

Chung, M.D., Ph.D.

Rob Hopfner, R.Ph., Ph.D., M.B.A.

(7) (11) 317,914 6.0 %

(5) (12) 437,658 8.3 %

Lucian Iancovici, M.D.

Hui Liu, Ph.D., M.B.A (13) 17,399 *

Mackay, Ph.D.

(14) 170,260 3.2 %

Paula Soteropoulos (16) 11,011 *

Lieber, M.B.A.

(17) 43,192 *

Steven Ryder, M.D.

(18) 79,672 1.5 %

All executive officers and directors as a group (12 persons) (19) 562,604 10.6 %

*Represents beneficial ownership of less than one percent of our outstanding common stock.

(1) Based solely on information contained in a Schedule 13G/A filed with the SEC on March 6, 2026 reporting beneficial ownership of FMR LLC and Abigail P.

FMR LLC reports sole voting power over 561,798 shares and sole dispositive power over 561,798 shares.

Johnson reports sole dispositive power over 561,798 shares.

The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.

(2) Based solely on information contained in a Schedule 13G/A filed with the SEC on February 17, 2026 reporting beneficial ownership of Viking Global Investors LP, Viking Global Opportunities Parent GP LLC, Viking Global Opportunities GP LLC, Viking Global Opportunities Portfolio GP LLC, Viking Global Opportunities Illiquid Investments Sub-Master LP, and O.

Andreas Halvorsen, David C.

Ott and Rose S.

Shabet (together with Viking Global Investors LP, Viking Global Opportunities Parent GP LLC, Viking Global Opportunities GP LLC, Viking Global Opportunities Portfolio GP LLC, Viking Global Opportunities Illiquid Investments Sub-Master LP, O.

Andreas Halvorsen, David C.

Ott and Rose S.

Shabet (collectively, the “Viking Reporting Persons”).

The Viking Reporting Persons report shared voting and dispositive power over 527,871 shares.

Viking Global Opportunities Illiquid Investments Sub-Master LP acquired warrants with the right to purchase 416,673 shares.

However, the terms of the warrants provide that no holder of warrants shall have the right to exercise any portion of the warrants to the extent that, after giving effect to such issuance after exercise, such holder of warrants (together with its affiliates, any “group” or any other persons whose beneficial ownership could be aggregated with the holders) would beneficially own more than 9.99% of the number of shares immediately following exercise (the “Blocker”).

Any holder of warrants, upon notice to the Issuer, may increase or decrease the Blocker, subject to a maximum of 19.99%, but any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Issuer.

Accordingly, the amount of shares reported as beneficially owned by the Reporting Persons set forth herein excludes shares that the Reporting Persons do not currently have the right to purchase upon exercise of the warrants held directly by Viking Global Opportunities Illiquid Investments Sub-Master LP due to the Blocker.

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address of each of the Viking Reporting Persons is 600 Washington Boulevard, Floor 11, Stamford, CT 06901.

(3) Based on information contained in a Schedule 13G filed with the SEC on July 30, 2024 reporting beneficial ownership of Johnson & Johnson (“J&J”) and Johnson & Johnson Innovation, Inc.

(“J&J Innovation” and, together with J&J, the “J&J Reporting Persons”).

J&J Innovation is a wholly-owned subsidiary of J&J.

The 454,545 shares reported as beneficially owned herein are directly beneficially owned by J&J Innovation.

J&J may be deemed to indirectly beneficially own the securities that are directly beneficially owned by J&J Innovation.

The J&J Reporting Persons report shared voting and dispositive power over the securities that are directly beneficially owned by J&J Innovation.

The address of J&J is One Johnson & Johnson Plaza, New Brunswick, NJ 08901.

The address of J&J Innovation is 410 George Street, New Brunswick, NJ 08901.

(4) Based on information contained in a Form 4 filed with the SEC on February 27, 2026, reporting beneficial ownership of 5AM Opportunities I, L.P.

(“Opportunities I”), 5AM Opportunities I (GP), LLC (“Opportunities GP”), 5AM Partners V, LLC (“Partners V”), 5AM Ventures V, L.P.

(“Ventures V”), Andrew J.

Schwab and Scott M.

Rocklage (collectively, the “5AM Reporting Persons”) and a Form 4 filed with the SEC on March 9, 2023 reporting beneficial ownership of Partners V, Ventures V, Andrew J.

Schwab and Scott M.

Opportunities I is the beneficial owner of 156,469 shares and Ventures V is the beneficial owner of 135,319 shares.

Opportunities GP is the general partner of Opportunities I and may be deemed to have sole voting and dispositive power over the shares held by Opportunities I.

Schwab and Dr.

Parmar are each a Managing Member of Opportunities GP and may be deemed to have shared voting and dispositive power over the shares held by Opportunities I.

Partners V is the general partner of Ventures V and may be deemed to have sole voting and dispositive power over the shares held by Ventures V.

Parmar and Dr.

Rocklage is a Managing Member of Partners V and may be deemed to have shared voting and dispositive power over the shares held by Ventures V.

Parmar, a member of our Board of Directors until October 2024, is a Managing Member at Opportunities GP and Partners V, and may be deemed to have shared voting and dispositive power over all shares held by the 5AM Reporting Persons.

Rocklage, Partners V and Opportunities GP disclaims beneficial ownership over the shares held by Ventures V and Opportunities I, as applicable.

The address of each of the 5AM Reporting Persons is 501 2nd Street, Suite 350, San Francisco, California 94107.

(5) Based on information contained in a Schedule 13G/A filed with the SEC on February 6, 2023 reporting beneficial ownership of New Leaf Ventures III, L.P.

(“NLV-III”), New Leaf Venture Associates III, L.P.

(“NLVA-III”), New Leaf Venture Management III, L.L.C.

(“NLVM-III”), New Leaf Biopharma Opportunities II, L.P.

(“NL BPO-II”), New Leaf BPO Associates II, L.P.

(“NL BPOA-II”) and New Leaf BPO Management II, L.L.C.

(“NL BPOM-II”), and Mr.

Hunt and Vijay Lathi (together with NLV-III, NLVA-III, NKVM-III, NL BPO-II, NL BPOA-II, NL BPOM-II and Mr.

Hunt, the “New Leaf Reporting Persons”).

Each of NLV-III, NLVA-III and NLVM-III report shared voting and dispositive power over 268,469 shares.

Each of NL BPO-II, NL BPOA-II and NL BPOM-II report shared voting and dispositive power over 144,231 shares.

Lathi report shared voting and dispositive power over 412,700 shares.

Hunt, a member of our Board of Directors, is a Managing Director at New Leaf Venture Partners, and may be deemed to have shared voting and dispositive power over all shares held by the New Leaf Reporting Persons.

The address of each of NLV-III, NLVA-III, NLVM-III, NL BPO-II, NL BPOA-II, NL BPOM-II, Mr.

Lathi is 156 Fifth Avenue, Suite 820, New York, NY 10010.

(6) Based on information contained in a Schedule 13D/A filed with the SEC on March 3, 2026 reporting beneficial ownership of TPG GP A, LLC, David Bonderman, James G.

Coulter and Jon Winkelried (collectively, the “TPG Reporting Persons”).

The TPG Reporting Persons report shared voting and dispositive power over 378,551 shares.

The address of each of the TPG Reporting Persons is c/o TPG Inc., 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102

(7) Based on information contained in a Schedule 13D/A filed with the SEC on February 12, 2024 reporting beneficial ownership of Nan Fung Group Holdings Limited (“NFGHL”), NF Investment Holdings Limited (“NFIHL”), Nan Fung Life Sciences Holdings Limited (“Nan Fung Life Sciences”), Pivotal bioVenture Partners Fund I, L.P.

(“Pivotal”), Pivotal bioVenture Partners Fund I G.P., L.P.

(“Pivotal GP”), Pivotal bioVenture Partners Fund I U.G.P.

(the “Ultimate General Partner”), Pivotal Partners Ltd (“Pivotal Partners”), and Pivotal Life Sciences Holdings Limited (“Pivotal Life Sciences,” and together with Pivotal, Pivotal GP, Ultimate General Partner and Pivotal Partners, the “Pivotal Entities,” and together with NFGHL, NFIHL, Nan Fung Life Sciences, Pivotal, Pivotal GP, the Ultimate General Partner and Pivotal Partners, the “Pivotal Reporting Persons”).

The Pivotal Reporting Persons report shared voting

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and dispositive power over 300,580 shares.

Hopfner, a member of our Board of Directors, is a General Partner at Pivotal bioVenture Partners, and may be deemed to have shared voting and dispositive power over all shares held by the Pivotal Reporting Persons.

The address of each of the Pivotal Entities is 501 Second Street, Suite 200, San Francisco, CA 94107.

The address of NFGHL is 23rd Floor, Nan Fung Tower, 88 Connaught Road Central and 173 Des Voeux Road Central, Central, Hong Kong.

The address of NFIHL is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

(8) Includes 80,112 shares issuable to Dr.

Uden upon the exercise of options held directly by Dr.

Uden that are exercisable within 60 days following March 6, 2026.

(9) Includes 7,358 shares issuable to Ms.

Boudreau upon the exercise of options held directly by Ms.

Boudreau that are exercisable within 60 days following March 6, 2026.

(10) Includes 8,151 shares issuable to Dr.

Chung upon the exercise of options held directly by Dr.

Chung that are exercisable within 60 days following March 6, 2026.

(11) Includes 17,334 shares issuable to Dr.

Hopfner upon the exercise of options held directly by Dr.

Hopfner that are exercisable within 60 days following March 6, 2026.

See also Footnote 5.

(13) Includes 17,399 shares issuable to Dr.

Liu upon the exercise of options held directly by Dr.

Liu that are exercisable within 60 days following March 6, 2026.

(14) Consists of (i) 37,251 shares held directly by Dr.

Mackay, (ii) 54,562 shares held directly by a limited liability company, of which Dr.

Mackay is the managing member, and (iii) 78,452 shares issuable to Dr.

Mackay upon the exercise of options held directly by Dr.

Mackay that are exercisable within 60 days following March 6, 2026.

Mackay has sole voting and dispositive power over such shares, and is deemed to be the beneficial owner of such shares.

(15) Includes 7,638 shares issuable to Ms.

Nash upon the exercise of options held directly by Ms.

Nash that are exercisable within 60 days following March 6, 2026.

(16) Includes 8,029 shares issuable to Ms.

Soteropoulos upon the exercise of options held directly by Ms.

Soteropoulos that are exercisable within 60 days following March 6, 2026.

(17) Includes 39,077 shares issuable to Mr.

Lieber upon the exercise of options held directly by Mr.

Lieber that are exercisable within 60 days following March 6, 2026.

(18) Includes 54,228 shares issuable to Dr.

Ryder upon the exercise of options held directly by Dr.

Ryder that are exercisable within 60 days following March 6, 2026.

(19) The beneficial ownership of all directors and executive officers.

Certain Relationships and Related Transactions, and Director Independence.

The information required by this Item 13 will be included in our Definitive Proxy Statement to be filed with the Securities Exchange Commission with respect to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

There have been no transactions since January 1, 2024 in which we were a party, the amount involved exceeded or will exceed the lesser of (i) $120,000 or (ii) one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any related person had a direct or indirect material interest, other than compensation arrangements which are described above under the heading “Executive Officer and Director Compensation.”

Director and Officer Indemnification and Insurance

We have agreed to indemnify each of our directors and executive officers against certain liabilities, costs and expenses, and have purchased directors’ and officers’ liability insurance.

We also maintain a general liability insurance policy which covers certain liabilities of directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers.

Related Party Transactions Policy

Our Board of Directors has adopted a written related person transaction policy setting forth the policies and procedures for the review and approval or ratification of related person transactions.

This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act of 1933, as amended (the "Securities Act"), any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds the lesser of (i) $120,000 or (ii) one percent of the average of our total assets at year end for the last two

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completed fiscal years, in any fiscal year and a related person had, has or will have a direct or indirect material interest, including without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person.

In reviewing and approving any such transactions, our Audit Committee is tasked with considering all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction and the extent of the related person’s interest in the transaction.

Director Independence

Under the rules of the Nasdaq Stock Market, independent directors must comprise a majority of a listed company’s board of directors.

In addition, the rules of the Nasdaq Stock Market require that, subject to specified exceptions, each member of a listed company’s audit and compensation committees be independent and that director nominees be selected or recommended for the board’s selection by independent directors constituting a majority of the independent directors or by a nominating and corporate governance committee comprised solely of independent directors.

Under the rules of the Nasdaq Stock Market, a director will only qualify as “independent” if, in the opinion of that company's board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that such person is “independent” as defined under Nasdaq Stock Market and the rules under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.

In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee:

(1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries.

Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board of Directors has determined that each of our directors, with the exception of Drs.

Mackay and Uden, is an “independent director” as defined under applicable rules of the Nasdaq Stock Market.

In addition, all members of our Audit Committee satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act, and all members of our Compensation Committee satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act and are “non-employee directors” as defined in Section 16b-3 of the Exchange Act, and all members of the Nominating and Corporate Governance Committee are “independent” as defined under the applicable listing standards of Nasdaq.

In making such determination, our Board of Directors considered the relationships that each such non-employee director has with our Company and all other facts and circumstances that our Board of Directors deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each non-employee director.

Mackay is not independent under these rules because he is a former employee of the Company and is party to a consulting agreement with the Company.

Uden is not an independent director under these rules because he is an employee of Rallybio.

Principal Accounting Fees and Services.

The information required by this Item 14 will be included in our Definitive Proxy Statement to be filed with the Securities Exchange Commission with respect to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

We regularly review the services and fees of our independent registered public accounting firm.

These services and fees are also reviewed by the Audit Committee on an annual basis.

The aggregate fees billed for the fiscal years ended December 31, 2025 and 2024 for each of the following categories of services are as follows:

Fiscal Year Ended

Fee Category 2025 2024

Audit Fees $ 764,105 $ 832,578

Audit-Related Fees — —

All Other Fees 3,828 3,828

Total Fees $ 767,933 $ 836,406

Audit fees for the fiscal years ended 2025 and 2024 consist of fees billed for professional services provided in connection with the audit of our annual financial statements, the review of our quarterly financial

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statements, and audit services that are normally provided by an independent registered public accounting firm in connection with regulatory filings and were $764,105 and $832,578, respectively.

The audit fees for the fiscal year ended December 31, 2025 includes fees for professional services provided in connection with our Form S-8 registration statement filed in May 2025, including comfort letters, consents and review of documents filed with the SEC, which totaled approximately $65 thousand.

The audit fees for the fiscal year ended December 31, 2024 includes fees for professional services provided in connection with our Form S-3 registration statement filed in May 2024 and our Form S-8 registration statements filed in March 2024, including comfort letters, consents and review of documents filed with the SEC, which totaled approximately $100,000.

There were no tax fees for the fiscal year ended 2025 and 2024.

All Other Fees.

All other fees represent payment for access to Deloitte & Touche LLP online software tools.

The Audit Committee pre-approved all services performed since the pre-approval policy was adopted.

Exhibits, Financial Statement Schedules.

5 unchanged sentences

333-257655), as amended, filed with the SEC on July 22, 2021).

2.2 Agreement and Plan of Merger and Re organization among Rallybio Corporation, Farmington Merger Sub , I nc.

and Candid Therapeu tics, Inc.

, dated as of March 1 , 2026 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K (File No.

001-40693), filed with the SEC on March 2 , 2026 )

3.1 Amended and Restated Certificate of Incorporation of Rallybio Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

001-40693), filed with the SEC on August 2, 2021).

3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Rallybio Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

001-40693), filed with the SEC on January 2 6 , 2026).

3.3 Amended and Restated Bylaws of Rallybio Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No.

2 unchanged sentences

333-257655), as amended, filed with the SEC on July 22, 2021).

4.2 Registration Rights Agreement, dated July 28, 2021, among the Registrant and certain of its stockholders (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

001-40693), filed with the SEC on August 2, 2021).

4.2 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K (File No.

6 unchanged sentences

333-257655), filed with the SEC on July 2, 2021).

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10.2+ Asset Transfer Agreement, by and between Swedish Orphan Biovitrum AB (PUBL) and IPC Research, LLC, dated March 15, 2019 (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No.

10 unchanged sentences

001-40693), filed with the SEC on August 8, 2022).

10.7+ Operating Agreement of RE Ventures I, LLC, by and between Rallybio IPB, LLC and Exscientia Limited, dated July 19, 2019 (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No.

333-257655), filed with the SEC on July 2, 2021).

10.7# Form of Indemnification Agreement, between the Registrant and each of its directors and executive officers (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (File No.

18 unchanged sentences

001-40693), filed with the SEC on August 8, 2023).

10.22# Second Amended and Restated Employment Agreement, by and between Rallybio, LLC, Rallybio Corporation and Martin Mackay, dated August 1, 2023 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No.

001-40693), filed with the SEC on August 8, 2023).

10.23# Amended and Restated Employment Agreement between Rallybio, LLC and Jeffrey M.

Fryer (incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement on Form S-1 (File No.

333-257655), as amended, filed with the SEC on July 22, 2021).

10.17# Employment Agreement between Rallybio Corporation and Jonathan I.

1 unchanged sentence

001-40693), filed with the SEC on March 6, 2023).

Confidential Release and Separation Agreement between Rallybio Corporation and Jeffrey M.

Fryer, dated as of February 15, 2023 (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K (File No.

001-40693), filed with the SEC on March 6, 2023).

10.18# Employment Agreement, by and between Rallybio, LLC, Rallybio Corporation and Steven Ryder, dated as of June 25, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-40693), filed with the SEC on June 27, 2025).

10.19# Form of Equity Adjusted Notice (incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-1 (File No.

333-257655), as amended, filed with the SEC on July 22, 2021).

FNAIT Collaboration Agreement, dated April 9, 2024, by and between Momenta Pharmaceuticals, Inc.

and Rallybio IPA, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.

001-40693), filed with the SEC on August 8, 2024).

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10.20 Sales Agreement, dated as of August 8, 2022, between Rallybio Corporation and TD Securities (USA) LLC (as successor to Cowen and Company, LLC) (incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form S-3 (File No.

333-266668), filed with the SEC on August 8, 2022).

10.21 Amendment No.

1 to Sales Agreement, dated March 13, 2025, by and between Rallybio Corporation and TD Securities (USA) LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K (File No.

001-40693), filed with the SEC on March 13, 2025).

10.22+ Membership Interest Purchase Agreement, dated July 8, 2025, by and among Recursion Pharmaceuticals, Inc., Exscientia Ventures I, Inc., Rallybio Corporation and Rallybio IPB, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

001-40693), filed with the SEC on November 6, 2025).

Company Insider Trading Policy.

21 unchanged sentences

Form 10-K Summary

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized .

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Wendy K Chung, M.D., Ph.D.

/s/ Rob Hopfner Director March 13, 2025

Rob Hopfner, R.Ph., Ph.D., MBA

/s/ Robert Hopfner Director March 16, 2026

Robert Hopfner, R.Ph., Ph.D., MBA

/s/ Ronald M.

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Paula Soteropoulos

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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Notes to Consolidated Financial Statements

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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We have served as the Company's auditor since 2018.

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RALLYBIO CORPORATION

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Marketable securities 23,362 51,608

Prepaid expenses and other assets 2,330 4,860

Prepaid expenses and other current assets 6,517 2,330

Total current assets 61,253 67,841

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Operating lease right-of-use assets 175 152

Investment in joint venture — 239

Other assets, noncurrent 810 —

Total assets $ 62,261 $ 68,108

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See accompanying notes to the consolidated financial statements

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RALLYBIO CORPORATION

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Interest income 2,189 4,216

Other income 744 262

Gain on sale of joint venture and other income 22,771 744

Total other income, net 24,960 4,960

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Weighted-average common shares outstanding, basic and diluted 5,629,370 5,443,332

Other comprehensive gain:

Net unrealized gain on marketable securities 53 229

Other comprehensive gain 53 229

Other comprehensive (loss) gain:

Net unrealized (loss) gain on marketable securities ( 50 ) 53

Other comprehensive (loss) gain ( 50 ) 53

Comprehensive loss $ ( 9,028 ) $ ( 57,722 )

See accompanying notes to the consolidated financial statements

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RALLYBIO CORPORATION

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December 31, 2023 4,728,674 $ 4 $ 341,410 $ ( 235,245 ) $ 15 $ 106,184

Issuance of common stock from the stock purchase plan 79,283 — 282 — — 282

Issuance of common stock from the stock award plan 11,219 — — — — —

Issuance of common stock from a securities purchase agreement, net of offering costs of $ 268

454,545 — 5,137 — — 5,137

Issuance of common stock under the stock purchase plan 7,603 — 62 — — 62

Issuance of common stock under the stock award plan 241 — — — — —

Forfeiture of restricted common stock ( 2,320 ) — — — — —

Share-based compensation expense — — 10,920 — — 10,920

Share-based compensation — — 7,993 — — 7,993

Net loss — — — ( 57,775 ) — ( 57,775 )

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Balance, December 31, 2024 5,188,743 $ 4 $ 354,602 $ ( 293,020 ) $ 68 $ 61,654

Issuance of common stock upon completion of a securities purchase agreement, net of offering costs of $ 268

3,636,363 $ — $ 5,137 $ — $ — $ 5,137

Issuance of common stock from the stock purchase plan 60,866 — 62 — — 62

Issuance of common stock from the stock award plan 1,925 — — — — —

Forfeiture of restricted common stock ( 18,556 ) — — — — —

Share-based compensation expense — — 7,993 — — 7,993

Issuance of common stock under the stock purchase plan 7,258 $ — $ 16 $ — $ — $ 16

Issuance of common stock under the stock award plan 87,320 — — — — —

Share-based compensation — — 5,314 — — 5,314

Net loss — — — ( 8,978 ) — ( 8,978 )

Other comprehensive gain — — — — 53 53

Other comprehensive loss — — — — ( 50 ) ( 50 )

Balance, December 31, 2025 5,283,321 $ 4 $ 359,932 $ ( 301,998 ) $ 18 $ 57,956

See accompanying notes to the consolidated financial statements

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RALLYBIO CORPORATION

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Share-based compensation 5,314 7,993

Gain on sale of joint venture ( 22,350 ) —

Loss on investment in joint venture 874 2,239

Changes in operating assets and liabilities:

Prepaid expenses, right-of-use assets and other assets 2,724 5,819

Prepaid expenses, operating right-of-use assets and other current assets ( 2,043 ) 2,724

Accounts payable ( 152 ) ( 698 )

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Proceeds from maturities of marketable securities 46,465 84,425

Purchase of property and equipment — ( 12 )

Proceeds from sale of common stock received from sale of joint venture 20,000 —

Investment in joint venture ( 1,500 ) ( 2,000 )

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Proceeds from the issuance of common stock from a securities purchase agreement — 5,405

Proceeds from the issuance of common stock from the stock purchase plan 62 282

Proceeds from the issuance of common stock under the stock purchase plan 16 62

Payments of offering costs — ( 268 )

Net cash provided by financing activities $ 16 $ 5,199

Net decrease in cash and cash equivalents ( 10,591 ) ( 32,464 )

Net increase (decrease) in cash and cash equivalents 17,471 ( 10,591 )

Cash and cash equivalents—beginning of year 13,903 24,494

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See accompanying notes to the consolidated financial statements

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RALLYBIO CORPORATION

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Rallybio Corporation and subsidiaries ("Rallybio", the "Company", "we", "our", or "us") is a clinical-stage biotechnology company comprised of experienced biopharma industry leaders with extensive research, development, and rare disease expertise with a mission to develop and commercialize life-transforming therapies for patients with severe and rare diseases.

Since the Company's launch in January 2018, the Company has built a broad pipeline of promising product candidates aimed at addressing diseases with unmet medical need in the areas of maternal fetal health, complement dysregulation, hematology, and metabolic disorders.

The Company's two most advanced programs are in clinical development:

RLYB212, an anti-HPA-1a antibody for the prevention of fetal and neonatal alloimmune thrombocytopenia (“FNAIT”) and RLYB116, an inhibitor of complement component 5 (“C5”), with the potential to treat several diseases of complement dysregulation.

RLYB212 is currently in a Phase 2 clinical trial in pregnant women and the Company plans to initiate a confirmatory pharmacokinetics (“PK”) and pharmacodynamics ("PD") study of RLYB116 in the second quarter of 2025.

The Company's lead program, RLYB116, is a differentiated complement component 5 (“C5”) inhibitor with the potential to treat diseases of complement dysregulation.

In addition, RLYB332, a long-acting matriptase-2 ("MTP-2") antibody for the treatment of diseases of iron overload is currently in preclinical development.

In 2025, the Company completed a confirmatory pharmacokinetic ("PK") and pharmacodynamic ("PD") study of RLYB116 in healthy volunteers and reported data in the first quarter of 2026.

In April 2025, the Company announced the discontinuation of its RLYB212 program for the prevention of fetal and neonatal alloimmune thrombocytopenia ("FNAIT") based on PK data from the Phase 2 clinical trial that demonstrated an inability of the RLYB212 dose regimen to achieve predicted target concentrations, as well as the minimum target concentration required for efficacy.

In July 2025, the Company entered into a definitive agreement to sell its interest in REV102, an Ectonucleotide Pyrophosphatase/Phosphodiesterase 1 ("ENPP1") inhibitor in preclinical development for the treatment of patients with hypophosphatasia ("HPP"), to a subsidiary of its joint venture partner Recursion Pharmaceuticals, Inc.

("Recursion") (the "JV Sale").

On March 1, 2026, Rallybio entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Candid Therapeutics, Inc., a Delaware corporation (“Candid”), a clinical-stage biotechnology company advancing a leading portfolio of T-cell engager ("TCE") therapeutics for autoimmune diseases, and Farmington Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Rallybio (“Merger Sub”).

Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, Merger Sub will be merged with and into Candid, with Candid surviving as a wholly owned subsidiary of Rallybio (the “Merger” and, together with all of the other transactions contemplated by the Merger, the “Contemplated Transactions”).

The Merger is intended to qualify as a tax-free reorganization for U.S.

federal income tax purposes.

Concurrently with the execution and delivery of the Merger Agreement, certain investors entered into

subscription agreements with Candid, pursuant to which such investors have agreed to purchase, immediately

prior to the Merger, shares of Candid common stock representing an aggregate commitment of approximately

$ 505.5 million in the concurrent financing (the “Concurrent Financing”).

The shares of Candid common stock that are issued in the Concurrent Financing will be or will have the right to be, respectively, converted into shares of Rallybio Common Stock, par value $ 0.0001 per share ("Rallybio Common Stock"), in the Merger.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (a) each then-outstanding share of common stock or preferred stock of Candid (each such share, a “Candid Share”) (excluding any share described in clauses (b) or (c) below and Candid Shares held by stockholders who have exercised and perfected appraisal rights for such shares) will be converted into the right to receive a number of shares of Rallybio Common Stock calculated in accordance with the Exchange Ratio as set forth in the Merger Agreement (the “Exchange Ratio”), (b) each Candid Share issued in the Concurrent Financing will be converted into the right to receive a number of shares of Rallybio Common Stock calculated in accordance with the Concurrent Financing Exchange Ratio as set forth in the Merger Agreement (the “Concurrent Financing Exchange Ratio”), (c) any Candid Shares held as treasury shares or held or owned by Rallybio, Merger Sub or any subsidiary of Rallybio or Candid immediately prior to the Effective Time will be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

Each then-outstanding option to purchase Candid Shares will be converted into an option to purchase Rallybio Common Stock, subject to adjustment as set forth in the Merger Agreement.

Under the Exchange Ratio and Concurrent Financing Exchange Ratio formulas in the Merger Agreement, immediately after the Closing, on a pro forma basis and based upon the number of shares of Rallybio Common Stock expected to be issued in connection with the Merger, pre-Merger equityholders of Candid other than investors in the Concurrent Financing are expected to own approximately 57.55 % of the combined company, pre-Merger equityholders of Rallybio are expected to own approximately 3.65 % of the combined company and the Investors in the Concurrent Financing are expected to own approximately 38.80 % of the combined company (assuming proceeds from the Concurrent Financing of $ 505.5 million), in each case, calculated on a fully diluted basis, using the treasury stock method, and subject to certain assumptions, including (i) a valuation for Rallybio of $ 47.5 million (assuming Rallybio has net cash (“Rallybio Net Cash”) of $ 37.5 million as of the closing of the

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Merger (the “Closing” and such date, the “Closing Date”)), (ii) a fixed valuation for Candid of $ 750.0 million, and (iii) the relative capitalization of Rallybio and Candid.

The percentage of the combined company that each party’s equity holders will own following the Closing is subject to certain adjustments as described in the Merger Agreement, including the amount of the final Rallybio Net Cash at Closing.

Immediately prior to the Effective Time, Rallybio and a rights agent are expected to enter into a Contingent Value Rights Agreement (the “CVR Agreement”), pursuant to which holders of record of certain Rallybio securities as of the close of business on the last business day prior to the day on which the Effective Time occurs will receive one contingent value right (each, a “CVR”) for each outstanding share of Rallybio Common Stock, prefunded warrant, Rallybio restricted stock unit or In the Money Parent Option (as defined in the CVR Agreement) held as of such date.

Pursuant to the CVR Agreement, each CVR holder will be entitled to receive their pro rata share of (i) all of the net proceeds (including cash the value of stock to the extent listed on a national exchange, at the time of disposition), if any, received by Rallybio as a result of payments made to Rallybio of any upfront, milestone, royalty and other payments received under any disposition agreement related to Rallybio’s pre-Merger assets (the “Legacy Assets”), and (ii) all of the cash proceeds, if any, received from Recursion under the Membership Interest Purchase Agreement, dated July 8, 2025, by and among Recursion, Exscientia Ventures I, Inc., Rallybio Corporation and Rallybio IPB, LLC.

For a period of one year after the Closing Date, Rallybio will use commercially reasonable efforts to effect the disposition of the Legacy Assets.

Such net proceeds will be subject to certain permitted deductions, including for applicable tax payments, certain expenses incurred or other liabilities borne by Rallybio or its affiliates in respect of the Legacy Assets, and losses incurred by Rallybio or its affiliates due to a third-party proceeding in connection with such disposition.

If the Merger is completed, the business of Candid will continue as the business of the combined company.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

Basis of Presentation— The accompanying consolidated financial statements have been prepared with accounting principles generally accepted in the United States of America (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC").

Basis of Presentation— The accompanying consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States ("GAAP"), and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC").

Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates ("ASU") promulgated by the Financial Accounting Standards Board ("FASB").

In the opinion of the Company, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the financial position and results of operations for the reported periods.

The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure.

On February 6, 2026, the Company executed a reverse stock split of its issued and outstanding common stock, par value $ 0.0001 , at a ratio of 1-for-8 with a record date of December 30, 2025 (the “Reverse Stock Split”).

All common share, per share and related information included in the accompanying financial statements and footnote disclosures have been adjusted retroactively, where applicable, to reflect the Reverse Stock Split.

See Note 14, "Subsequent Events" for additional details.

Principles of Consolidation —The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.

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Liquidity and Ability to Continue as a Going Concern —The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

Management has evaluated whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued.

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has evaluated whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued.

Since its inception, the Company has incurred net losses and negative cash flows from operations.

During the years ended December 31, 2025 and 2024, the Company incurred a net loss of $ 9.0 million and $ 57.8 million, respectively.

The loss for the year ended December 31, 2025 included a $ 23.0 million gain in connection with the JV Sale in 2025.

In addition, as of December 31, 2025, the Company had an accumulated deficit of $ 302.0 million.

The Company expects to continue to generate operating losses and negative cash flows in the foreseeable future.

The Company currently expects that cash, cash equivalents and marketable securities of $ 65.5 million at December 31, 2024 will be sufficient to fund its operating expenses and capital requirements for more than 12 months from the date the consolidated financial statements are issued.

However, we do not anticipate that the current cash, cash equivalents and marketable securities as of December 31, 2024 will be sufficient for us to fund any of our product candidates through regulatory approval, and we will need to raise substantial additional capital to complete the development and commercialization of our product candidates, if approved.

We may satisfy our future cash needs through the sale of equity securities, debt financings, working capital lines of credit, corporate collaborations or license agreements, grant funding, interest income earned on invested cash balances or a combination of one or more of these sources.

The Company had cash, cash equivalents and marketable securities of $ 54.7 million as of December 31, 2025.

The Company currently expects that its cash, cash equivalents and marketable securities will be sufficient to fund its operating expenses and capital requirements for more than 12 months from the date these consolidated financial statements are issued.

However, the Company does not anticipate that its current cash, cash equivalents and marketable securities as of December 31, 2025 will be sufficient to fund any of its product candidates through regulatory approval, and it will need to raise substantial additional capital to complete the development and commercialization of its product candidates, if approved.

Rallybio may satisfy its future cash needs through the sale of equity securities, debt financings, corporate collaborations or license agreements, working capital lines of credit, grant funding, interest income earned on invested cash balances or a combination of one or more of these sources.

Collaboration Arrangements —The Company considers the nature and contractual terms of an arrangement to assess whether an arrangement involves a joint operating activity that expose two or more parties to significant risks and rewards dependent on the commercial success of the activity.

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Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change.

Changes in consolidation status are applied prospectively.

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consolidation status are applied prospectively.

The Company evaluated its investment in RE Ventures I, LLC, a limited liability company (“REV-I”), defined in Note 9, and concluded that it represented a VIE and the Company was not deemed the primary beneficiary.

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The Company invests its excess cash in money market funds and marketable securities in government insured financial institutions that are subject to minimal credit and market risk.

Management believes that the Company is not

exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality, and the Company has not experienced any losses on these deposits.

Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality, and the Company has not experienced any losses on these deposits.

Cash and Cash Equivalents —The Company classifies amounts on deposit in banks and cash invested temporarily in various instruments, primarily money market funds, with original maturities of three months or less at the time of purchase as cash and cash equivalents.

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Upon retirement or disposal, cost and related accumulated depreciation are removed from the related accounts, and any resulting gain or loss is recognized as a component of income or loss in the consolidated statements of operations and comprehensive loss.

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Impairment of Long-Lived Assets —When indications of potential impairments are present, the Company evaluates the carrying value of long-lived assets.

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Fixed, or in substance fixed, lease payments on operating leases are recognized over the expected term of the lease on a straight-line basis.

Variable lease expenses that are not considered fixed, or in substance

fixed, are recognized as incurred.

Variable lease expenses that are not considered fixed, or in substance fixed, are recognized as incurred.

Fixed and variable lease expense on operating leases is recognized within operating expenses within our consolidated statements of operations and comprehensive loss.

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Income Taxes —The Company uses the asset and liability method of accounting for income taxes, as set forth in ASC 740, Accounting for Income Taxes ("ASC 740").

Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequence of temporary differences between the carrying amounts and the tax basis of assets and liabilities and net operating loss carry forwards, all calculated using presently enacted tax rates.

Changes in deferred tax assets and liabilities are recorded in the provision for income taxes.

The Company evaluates whether deferred tax assets are more likely than not of being realized in determining whether a valuation allowance is necessary.

Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies.

As of December 31, 2024 and 2023, the Company determined that it is more likely than not that deferred taxes will not be realized and as a result recorded a valuation allowance against its deferred tax assets.

In making such a determination, the Company considers all available positive and negative evidence, including the future reversals of existing taxable temporary differences, projected future taxable income exclusive of reversing temporary differences and carryforwards, tax-planning strategies, taxable income in prior carryback years if permitted under tax law, and the results from prior years.

If the Company determines it is more likely than not, that all or a portion of a deferred tax asset will not be realized a valuation allowance is recorded with a charge to income tax expense.

Alternatively, if the Company determines that all or a portion of a deferred tax asset previously not meeting the more likely than not threshold will be realized, the Company reduces its valuation allowance and recognizes a benefit in income tax expense.

As of December 31, 2025 and 2024, the Company determined that it is more likely than not that deferred taxes will not be realized and as a result recorded a full valuation allowance against its deferred tax assets.

The Company files a consolidated U.S.

federal income tax return and has elected to include all subsidiaries owned more than 80 %.

Research and Development Expenses —Research and development expenses are comprised of costs incurred in performing research and development activities including personnel salaries, benefits, and equity-based compensation;

The Company recognizes and measure uncertain tax benefits in accordance with ASC 740 based on a two-step process in which (1) the Company determines whether it is more likely than not that the tax position will be sustained based on the technical merits of the position, and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than fifty percent likely to be realized upon ultimate settlement with the related tax authority.

The Company's policy is to recognize interest and penalties related to uncertain tax positions, if any, in income tax expense.

external research and development expenses incurred under arrangements with third parties, such as contract research organization agreements, investigational sites, and consultants;

the cost of developing and manufacturing clinical study materials, program regulatory costs, expenses associated with obligations under asset acquisitions, license agreements and other direct and indirect costs.

the cost of developing and manufacturing clinical study materials, program regulatory costs, expenses associated with

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obligations under asset acquisitions, license agreements and other direct and indirect costs.

Costs incurred in connection with research and development activities are expensed as incurred.

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The Company monitors each of these factors and adjusts estimates accordingly.

Deferred Offering Costs —The Company capitalizes incremental legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such equity financings are consummated.

After consummation of the equity financing, these costs are recorded in stockholders' equity as a reduction of additional paid-in-capital generated as a result of the offering.

Should the planned equity financing no longer be considered probable of being consummated, the offering costs are expensed immediately as a charge to operating expense.

Deferred offering costs are included in prepaid expenses and other assets on the consolidated balance sheets.

There were no deferred offering costs as of December 31, 2024 and 2023.

Stock Warrants —The Company accounts for stock warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance included in ASC 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging ("ASC 815").

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Generally, share-based compensation is measured at the grant date for all equity-based awards made to employees based on the fair value of the awards and is recognized over the requisite service period, which is generally the vesting period.

Share-based compensation for awards with performance conditions are recognized over the service period when achievement of the

performance condition is probable.

Share-based compensation for awards with performance conditions are recognized over the service period when achievement of the performance condition is probable.

The Company has elected to recognize the actual forfeitures by reducing the share-based compensation in the same period as the forfeitures occur.

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Level 1—Quoted market prices in active markets for identical assets or liabilities.

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Level 2—Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted market prices, interest rates and yield curves.

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In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as considers counterparty credit risk in its assessment of fair value.

Future Milestone and Royalty Assets —As part of the JV Sale, the Company received consideration including an estimated $ 3.0 million in future contingent milestones and royalty payments, which are recognized as a contingent consideration asset within prepaid expenses and other current assets on the consolidated balance sheets.

The fair value of this contingent consideration was determined using a model that incorporates significant unobservable inputs based on Company estimates, external data, and management’s judgment and forecasts.

Key assumptions in the model include the discount rate, the timing of expected cash flows, the probability of achieving the milestone and royalty payments, and projected future net revenues.

The Company periodically reviews the carrying value of the Contingent Consideration when impairment indicators arise and records an impairment loss if the carrying amount materially exceeds the reassessed fair value.

Increases in the carrying value are recognized only when contingent gains are realized.

Since the contingent payments are tied to Phase 1 clinical study milestones and future royalty payments, the Company believes the likelihood of timely payment by Recursion is remote.

See Note 9, “Investment in Joint Venture” for additional details.

Segment Information —Operating segments are defined as components of an enterprise for which discrete financial information is regularly reviewed by the chief operating decision maker ("CODM") in deciding how to allocate resources and in assessing operating performance.

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Basic shares outstanding includes the weighted-average effect of the Company's pre-funded warrants to purchase shares of our common stock requiring little consideration upon exercise.

Unvested restricted common shares as of December 31, 2024 and 2023 are not considered participating securities and as such are excluded from the weighted-average number of shares used for calculating basic

and diluted net loss per share.

Unvested restricted common shares as of December 31, 2025 and 2024 are not considered participating securities and as such are excluded from the weighted-average number of shares used for calculating basic and diluted net loss per share.

Diluted net loss per share is computed by dividing the net loss by the sum of the weighted-average number of common shares outstanding during the period plus the dilutive effects of potentially dilutive securities outstanding during the period.

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The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer.

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The Company evaluates the promised goods or services in these agreements to determine which ones represent distinct performance obligations.

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Restructuring —The Company accounts for restructuring charges in accordance with ASC Subtopic 420-10, Exit or Disposal Cost Obligations .

The charges related to the workforce reduction are cash-based expenditures related primarily to severance and benefit payments, with such amounts reflected in the Company's consolidated statements of operations and other comprehensive loss.

The charges related to the workforce reductions are cash-based expenditures related primarily to severance and benefit payments, with such amounts reflected in the Company's consolidated statements of operations and other comprehensive loss.

See Note 13, “Restructuring” for additional details.

Recently Adopted Accounting Pronouncements —In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ("ASU 2023-07").

This ASU requires disclosures of significant segment expenses and other segment items as well as incremental qualitative disclosures.

The amendments in ASU 2023-07 apply to public business entities, including those with a single reportable segment.

This ASU is effective for all public companies for fiscal years beginning after December 15, 2023, and for interim periods beginning December 15, 2024.

The Company adopted ASU 2023-07 during the year ended December 31, 2024.

See Note 12, "Segments" for additional detail.

Recently Issued Accounting Pronouncements —In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Recently Adopted Accounting Pronouncements —In December 2023, the FASB issued, ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ("ASU 2023-09") which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements.

business entities must apply the ASU’s guidance to annual periods beginning after December 15, 2024.

The company has chosen not to early adopt this standard and is currently evaluating the potential impact of adopting this standard on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

The ASU is effective for public business entities for fiscal years beginning on or after December 15, 2024 with early adoption permitted.

The amendments in ASU 2023-09 were early adopted by the Company on a prospective basis.

There was no material impact to the Company's financial statements as a result of adopting ASU 2023-09.

See Note 8, “Income Taxes” for additional detail.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”), which revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity that meets the definition of a business.

The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions.

The Company early adopted this ASU on a prospective basis as of October 1, 2025.

There was no material impact to the Company's financial statements as a result of adopting ASU 2025-03.

Recently Issued Accounting Pronouncements —In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses ( "ASU 2024-03").

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The Company has chosen not to early adopt this standard and is currently evaluating the potential impact of adopting this standard on its consolidated financial statements.

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COLLABORATION AND LICENSE AGREEMENTS

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(“J&J”) to facilitate the advancement of research into products to address unmet needs relating to FNAIT.

The Company has an ongoing multinational FNAIT natural history study to determine the frequency of women at higher FNAIT risk among pregnant women of different racial and ethnic characteristics, as well as the frequency of HPA-1a alloimmunization and pregnancy outcomes among these women.

In this study, participants are screened to determine whether they are HPA-1a negative, positive for HLA-DRB3*01:01 and for the absence of HPA-1a alloantibodies.

Subject to the results of the initial screenings, a final screening may be conducted to detect whether the fetus is HPA-1a positive.

In addition, the Company is a sponsor of an ongoing Phase 2 FNAIT clinical trial that will include collection of certain natural history data.

In April 2025, the Company announced that RLYB212 Phase 2 PK results did not achieve target concentrations, including the minimum target concentration required for efficacy, and that the Company would discontinue its RLYB212 program for the prevention of FNAIT.

The Company will continue to follow any previously screened Phase 2 participant who was also eligible to enroll in the multinational FNAIT natural history study, in accordance with the study's protocol.

Pursuant to the J&J Collaboration Agreement, the Company received an upfront payment of $ 0.5 million from J&J for the information dissemination and data provision services under the agreement.

In addition, the Company is eligible for payments upon the achievement of certain enrollment-related events, totaling up to $ 0.7 million.

The Company is also eligible to receive additional payments upon certain triggers related to the companies' FNAIT studies.

The J&J Collaboration Agreement provides that the Company is eligible for payments upon the achievement of certain screening-related events, however, the Company has discontinued screening and enrollment in both the FNAIT natural history study and the RLYB212 Phase 2 clinical trial.

The Company evaluated the agreement and determined it was within the scope of ASC 606.

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The resulting fair value of $ 5.4 million was determined by applying the discount due to lack of marketability during the registration and lock-up period to the public trading price of the common stock, which is a Level 1 input, on the date of sale.

The Company determined the value of the lack of marketability

during the registration and lock-up period by utilizing put option models, which are considered Level 3 inputs.

The Company determined the value of the lack of marketability during the registration and lock-up period by utilizing put option models, which are considered Level 3 inputs.

Such option models included the Company’s historical volatility of 113.2 % and the risk-free rate of 5.28 % based on U.S.

Treasury bond rates, as key inputs.

The Company recognized $ 0.6 million, respectively, in revenue during the year ended December 31, 2024, related to data collection and data submission with the identified performance obligations, and the premium and discount allocated to revenue from the sale of the common stock to JJDC.

The remaining revenue is included in deferred revenue as of December 31, 2024, and will be recognized as the performance obligations are satisfied.

The Company determined that the J&J Collaboration Agreement is not in the scope of ASC 808.

The Company recognized $ 0.8 million and $ 0.6 million, respectively, in revenue during the years ended December 31, 2025 and 2024, related to data collection and data submission with the identified performance obligations, and the premium and discount allocated to revenue from the sale of the common stock to JJDC.

The remaining revenue is included in deferred revenue on the Company's consolidated balance sheets as of December 31, 2025, and will be recognized as the performance obligations are satisfied.

The Company determined that the J&J Collaboration Agreement is not in the scope of ASC 808, Collaborative Arrangements .

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Asset Acquisition

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In 2024, we re-engineered RLYB331 to extend its half-life and renamed the program RLYB332.

We believe RLYB332 has the potential to address a significant unmet need for patients with severe anemias with ineffective erythropoiesis and iron overload, including beta thalassemia and a subset of lower risk myelodysplastic syndromes.

Under the terms of the license agreement, we made an upfront payment to Sanofi of $ 3.0 million in the second quarter of 2022 for the exclusive license to KY1066.

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AbCellera Collaboration

In December 2022, the Company entered into a multi-year, multi-target collaboration with AbCellera to discover, develop, and commercialize novel antibody-based therapeutics for rare diseases.

In December 2022, the Company entered into a multi-year, multi-target collaboration with AbCellera Biologics ("AbCellera") to discover, develop, and commercialize novel antibody-based therapeutics for rare diseases.

Under the terms of the agreement, AbCellera and Rallybio will co-develop and share the development costs of up to five rare disease therapeutic targets, which will be chosen together by both companies.

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Payments due because of the co-development will be recorded as research and development expense in the period such expenses are incurred and for payments owed to us from our collaboration partner for the reimbursement of research and development costs will be recorded as a contra-research and development expense in the period such expenses are incurred.

Costs related to the AbCellera collaboration were $ 0.4 million and $ 0.9 million for the years ended December 31, 2024 and 2023, respectively.

Costs related to the AbCellera collaboration were $ 0.4 million for the year ended December 31, 2024.

There were no costs related to the AbCellera collaboration for the year ended December 31, 2025.

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MARKETABLE SECURITIES

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(in thousands) Fair Value Hierarchy Level Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value

Money market funds Level 1 $ 8,705 $ — $ — $ 8,705

Cash and cash equivalents Level 1 $ 6,695 $ — $ — $ 6,695

treasury securities Level 1 19,212 17 — 19,229

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As of December 31, 2025 and 2024, we did no t have any investments in a continuous unrealized loss position for more than twelve months.

As of December 31, 2024, we believe that the cost basis of our available-for-sale debt securities is recoverable.

As of December 31, 2025, the Company believes that the cost basis of our available-for-sale debt securities is recoverable.

No allowance for credit losses was recorded as of December 31, 2025 and 2024.

We have an operating lease for approximately nine thousand square feet of corporate office space.

The weighted-average remaining lease term as of December 31, 2024 was 9 months.

The Company has an operating lease for approximately four thousand five hundred square feet of corporate office space.

The weighted-average remaining lease term as of December 31, 2025 was 1 year, 9 months .

The weighted-average discount rate utilized on our operating lease liabilities as of December 31, 2025 was 9.00 %.

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Operating leases are included in operating lease ROU assets, operating lease liabilities, and operating lease liabilities, noncurrent in our consolidated balance sheets as of December 31, 2025 and 2024.

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Depreciation expense totaled $ 0.1 million for both years ended December 31, 2025 and 2024.

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Prepaid Expenses and Other Assets—

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Professional fees 1,039 510

Other 160 447

$ 3,791 $ 4,962

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All of the pre-funded warrants related to our November 2022 follow-on offering remain outstanding and unexercised as of December 31, 2025.

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Share-based Compensation

Share-based compensation which comprised of stock options, restricted stock awards, restricted stock units and the employee stock purchase plan is classified in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2024 and 2023 and was as follows:

Share-based compensation is comprised of the Company's stock options, restricted stock awards, restricted stock units and shares issued pursuant to the employee stock purchase plan, and is classified in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2025 and 2024 and was as follows:

FOR THE YEAR ENDED

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In 2021, the board of directors adopted the Rallybio Corporation 2021 Equity Incentive Plan (the "2021 Plan").

The 2021 Plan reserves 5,440,344 for shares of the Company's common stock that have been issued in respect of outstanding equity awards granted prior to the registrant’s IPO and for future issuances of shares to employees, directors and consultants in the form of stock options, SARs, restricted and unrestricted stock and stock units, performance awards and other awards that are convertible into or otherwise based on the Company's common stock.

The 2021 Plan initially reserved 680,043 shares of the Company's common stock that have been issued in respect of outstanding equity awards granted prior to the registrant’s IPO and for future issuances of shares to employees, directors and consultants in the form of stock options, SARs, restricted and unrestricted stock and stock units, performance awards and other awards that are convertible into or otherwise based on the Company's common stock.

Dividend equivalents may also be provided in connection with awards under the 2021 Plan.

The share pool will automatically increase on January 1st of each year from 2022 to 2031 by the lesser of (i) five percent of the number of shares of the Company's common stock outstanding as of such date and (ii) the number of shares of the Company's common stock determined by the board of directors on or prior to such date.

The share pool will automatically increase on January 1st of each year until 2031 by the lesser, of (i) five percent of the number of shares of the Company's common stock outstanding as of such date and (ii) the number of shares of the Company's common stock determined by the board of directors on or prior to such date.

On January 1, 2025 and January 1, 2024, the 2021 Plan share pool was automatically increased by 259,438 and 236,434 shares, respectively.

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(in thousands)

Outstanding at December 31, 2023 4,270,544 $ 9.98 8.5 $ —

Outstanding stock options at December 31, 2024 529,342 $ 62.83 7.8 $ —

Granted 224,179 $ 5.87

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Outstanding at December 31, 2025 628,280 $ 43.42 7.6 $ 89

Options exercisable at December 31, 2024 2,314,572 $ 9.63 7.3 $ —

Exercisable stock options at December 31, 2025 399,047 $ 58.72 7.1 $ —

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the estimated fair value of the Company's common stock.

Options outstanding and exercisable with an exercise price above the closing price as of December 31, 2024 are considered to have no intrinsic value.

Stock options outstanding with an exercise price below the closing price as of December 31, 2025 had an intrinsic value of approximately $ 89 thousand based on a common stock fair value of $ 5.49 per share, which was the closing price of the Company's common stock on December 31, 2025.

Stock options outstanding and exercisable with an exercise price above the closing price as of December 31, 2025 are considered to have no intrinsic value.

Using the Black-Scholes option pricing model, the weighted-average grant date fair value of stock options granted during the years ended December 31, 2025 and 2024 was $ 4.92 per share and $ 11.78 per share, respectively.

Options vested during the years ended December 31, 2024 and 2023 with an exercise price above the closing price are considered to have no intrinsic value.

As of December 31, 2024, there was unrecognized share-based compensation expense related to unvested stock options of $ 7.8 million, which the Company expects to recognize over a weighted-average period of approximately 1.9 years.

As of December 31, 2025, there was unrecognized share-based compensation expense related to nonvested stock options of $ 2.8 million, which the Company expects to recognize over a weighted-average period of approximately 1.9 years.

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The fair value of the stock options granted during the years ended December 31, 2025 and 2024 was determined using the Black-Scholes option pricing model with the following assumptions:

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Restricted Stock Awards Shares Weighted-Average Grant Date Fair Value Per Share

Nonvested restricted stock awards at December 31, 2023 354,394 $ 4.10

Nonvested restricted common stock awards at December 31, 2024 2,687 $ 31.76

Granted — $ —

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Forfeited — $ —

Outstanding nonvested restricted stock awards at December 31, 2024 21,950 $ 5.21

As of December 31, 2024, there was unrecognized share-based compensation expense related to unvested restricted stock awards of $ 0.1 million, which the Company expects to recognize over a weighted-average period of approximately 0.8 years.

Nonvested restricted common stock awards at December 31, 2025 — $ —

As of December 31, 2025, there was no unrecognized share-based compensation expense related to nonvested restricted common stock awards.

A summary of the status of the Company's nonvested restricted common stock units at December 31, 2025 and changes during the year ended December 31, 2025 was as follows:

Restricted Stock Units Shares Weighted-Average Grant Date Fair Value Per Share

Nonvested restricted stock units at December 31, 2023 220,250 $ 8.55

Nonvested restricted common stock units at December 31, 2024 133,069 $ 18.89

Granted 59,500 $ 5.96

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Vested ( 87,320 ) $ 19.18

Outstanding nonvested restricted stock units at December 31, 2024 1,064,741 $ 2.36

As of December 31, 2024, there was unrecognized share-based compensation expense related to unvested restricted stock units of $ 1.2 million, which the Company expects to recognize over a weighted-average period of approximately 1.5 years.

Nonvested restricted common stock units at December 31, 2025 38,603 $ 9.60

As of December 31, 2025, there was unrecognized share-based compensation expense related to nonvested restricted common stock units of $ 0.3 million, which the Company expects to recognize over a weighted-average period of approximately 2.4 years.

2021 Employee Stock Purchase Plan

In connection with the Company's IPO, the board of directors adopted the Rallybio Corporation 2021 Employee Stock Purchase Plan (the "2021 ESPP"), which reserves 291,324 shares of the Company's common stock for future issuances under this plan.

In connection with the Company's IPO, the board of directors adopted the Rallybio Corporation 2021 Employee Stock Purchase Plan (the "2021 ESPP"), which initially reserved 36,415 shares of the Company's common stock for future issuances under this plan.

The share pool will automatically increase on January 1st of each year from 2022 to 2031 by the lesser of (i) one percent of the number of shares of the Company's common stock outstanding as of such date (ii) 72,831 shares of the Company's common stock, and (iii) the number of shares of the Company's common stock determined by the board of directors on or prior to such date.

The 2021 ESPP share pool did not increase on January 1, 2024.

On January 1, 2023, the 2021 ESPP share pool was automatically increased by 378,373 shares.

As of December 31, 2024, the total number of shares of the Company's common stock that were available for future issuance under the 2021 ESPP was 812,012 shares.

The 2021 ESPP share pool did not increase on January 1, 2025 or January 1, 2024.

As of December 31, 2025, the total number of shares of the Company's common stock available for future issuance under the 2021 ESPP was 94,281 shares.

During the years ended December 31, 2025 and 2024, the Company issued 7,258 and 7,603 shares, respectively, of the Company's common stock under the 2021 ESPP.

The 2021 ESPP allows eligible participants to purchase shares of our common stock through authorized payroll deductions.

The purchase price of the shares will be not less than 85 % of the lower of the fair market value of our common stock on the first day of an offering or on the date of purchase.

For the years ended December 31, 2024 and 2023, the total share-based compensation for the 2021 ESPP was $ 0.1 million and $ 0.2 million, respectively.

During each of the years ended December 31, 2024 and 2023, the Company did not record any income tax expense or benefits.

The Company’s effective income tax rates are different from the federal statutory tax rates in 2024 and 2023 predominantly due to the valuation allowance, tax credits, and state taxes.

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The 2021 ESPP allows eligible participants to purchase shares of the Company's common stock through authorized payroll deductions.

The purchase price of the shares will not be less than 85 % of the lower of the fair market value the Company's common stock on the first day of an offering or on the date of the purchase.

For the years ended December 31, 2025 and 2024, the total share-based compensation for the 2021 ESPP was $ 16 thousand and $ 0.1 million, respectively.

The following table summarizes income (loss) before income taxes:

(in thousands) 2025

Domestic $ ( 8,978 )

Total $ ( 8,978 )

The Company had no income tax expense (benefit) for the years ended December 31, 2025 and 2024.

The Company's effective tax rate for the period ended December 31, 2025 was 0.0 %.

For the period ended December 31, 2025, the primary drivers of the variance from the statutory rate were state taxes, research & development tax credits, stock based compensation, and valuation allowance.

The following is a reconciliation from the Company's statutory rate to the effective tax rate reported in the financial statements:

(in thousands) Amount Rate

Statutory federal income tax rate $ ( 1,885 ) 21.0 %

Tax credits (federal):

Orphan drug credit ( 1,331 ) 14.8 %

Other ( 231 ) 2.6 %

Valuation allowance 2,203 ( 24.5 ) %

Non-deductible or non-taxable items:

Share-based compensation 1,227 ( 13.7 ) %

Other adjustments 17 ( 0.2 %)

Effective income tax rate $ — 0.0 %

The Company’s effective income tax rates are different from the federal statutory tax rates in 2024 predominantly due to the valuation allowance, tax credits, and state taxes.

A reconciliation of the effect of applying the federal statutory rate to the net loss and effective income tax rate are as follows:

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Effective income tax rate 0.0 %

Deferred income taxes represent the tax effect of transactions that are reported in different periods for financial and tax reporting purposes.

The combined temporary differences and carryforwards of each tax paying component of the Company that give rise to a significant portion of the deferred income tax benefits and liabilities are as follows at December 31, 2024 and 2023:

The tax effect of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases that give rise to deferred tax assets and liabilities are as follows at December 31, 2025 and 2024:

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(in thousands) 2025 2024

Net operating loss carryforwards $ 50,322 $ 45,973

Intangible amortization 1,341 2,167

Amortization 1,775 1,341

Section 174 capitalization 19,947 22,479

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Other 301 1,476

Gross deferred tax assets 97,970 78,279

Total deferred tax assets 100,451 97,970

Valuation allowance ( 100,451 ) ( 97,970 )

Net deferred tax assets $ — $ —

At December 31, 2024, the Company has approximately $ 167.4 million of federal net operating loss carryforwards, which do not expire, and approximately $ 165.9 million of state net operating loss carryforwards, which begin expiring in 2038.

At December 31, 2024, the Company has approximately $ 23.4 million of federal research and development tax credit carryforwards, which begin expiring in 2039, and approximately $ 0.8 million of state research and development tax credit carryforwards, which begin expiring in 2040.

The Company has provided a valuation allowance against the Company’s deferred tax assets, since, in the opinion of management, based upon the history of losses by the Company and insufficient future federal and state taxable income;

it is more likely than not that the benefits will not be realized.

All or a portion of the remaining valuation allowance may be reduced in future years based on an assessment of earnings sufficient to fully utilize these potential tax benefits.

Effective January 1, 2022, a provision of the Tax Cuts and Jobs Act ("TCJA") changed the treatment of research and experimental ("R&E") expenditures under Section 174 of the Internal Revenue Code ("Code").

Previous to the TCJA being effective, businesses have had the option of deducting Section 174 expenses in the year incurred or capitalizing and amortizing the costs over five years.

The new TCJA provision, however, eliminates this option and will require Section 174 expenses associated with research conducted in the U.S to be capitalized and amortized over a five-year period.

For expenses associated with research outside of the United States, Section 174 expenses will be capitalized and amortized over a 15-year period.

As of December 31, 2025, the Company's federal and state post-apportioned net operating loss carryforwards are approximately $ 183.3 million and $ 181.6 million, respectively.

Of the federal amount, $ 183.3 million will have an indefinite carryforward period.

Of the state post-apportioned amount, $ 181.6 million have a limited carryforward period and will begin to expire in 2038.

As of December 31, 2025, the Company's federal and state research and development credit carryforwards are approximately $ 25.0 million and $ 0.9 million, respectively.

All tax credits have a limited carryforward period and will begin to expire in 2038.

After weighing all available positive and negative evidence, the Company has recorded a valuation allowance of approximately $ 100.5 million and $ 98.0 million as of December 31, 2025 and 2024, respectively.

The Company increased the valuation allowance by $ 2.5 million and $ 19.7 million for the years ended December 31, 2025 and 2024, respectively.

The Company is subject to income tax in multiple jurisdictions, including federal, states, and city jurisdictions.

The Company has federal, state, and city income tax returns that are open to examination from 2022, 2023, and 2024 forward, respectively.

In addition, the utilization of tax carryforwards, from periods prior to those previously mentioned may also be audited by the taxing authorities once utilized.

As a result, the Company continuously monitors its current and prior filing positions in order to determine if any unrecognized tax positions need to be recorded.

The analysis involves considerable judgement and is based on the best information available.

As of December 31, 2025 and 2024, the Company has no unrecognized tax benefits.

The Company has not accrued any interest expense or penalties related to the unrecognized tax benefits for the respective periods ended December 31, 2025 and 2024.

The Company has made no income tax payments and received no income tax refunds during the respective periods ended December 31, 2025 and 2024.

All payments made to taxing authorities were for non-income based tax liabilities and are outside the scope of ASC 740.

The One Big Beautiful Bill Act (the "OBBBA") was enacted on July 4, 2025.

The Company has evaluated whether the OBBBA has a material impact on its 2025 financial statements.

The only provision of the OBBBA that impacts the Company’s income tax accounting under Accounting Standards Codification 740 is the new Internal Revenue Code of 1986, as amended, Section 174A ("Section 174A"), which permanently allows taxpayers to fully expense domestic research or experimental ("R&E") expenditures paid or incurred in taxable years beginning after December 31, 2024.

The requirement to capitalize foreign expenses under Internal Revenue Code Section 174 over 15 years has not changed.

On August 28, 2025, the Internal Revenue Service released procedural guidance (Rev.

20;/.25-28) for implementing Section 174A and related elections for domestic R&E.

Transition rules provide taxpayers with options to account for any remaining unamortized domestic R&E expenditures paid or incurred in taxable years beginning after December 31, 2021, and before January 1, 2025.

Taxpayers may continue to amortize such unamortized amounts over the remaining five-year period;

alternatively, they may elect to deduct any remaining unamortized domestic R&E expenditures either entirely in the first tax year beginning after December 31, 2024, or ratably over two taxable years (e.g., 2025 or

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ratably in 2025 and 2026).

The company has decided it will elect to continue to amortize previously capitalized and unamortized domestic R&E expenditures over the remaining five-year period.

As of December 31, 2024, the company had approximately $ 41.4 million of remaining unamortized domestic research and development expenditures, representing approximately $ 11.4 million of its deferred tax assets.

As of December 31, 2025, the company had approximately $ 25.5 million of remaining unamortized domestic research and development expenditures, representing approximately $ 7.0 million of its deferred tax assets.

Utilization of the U.S.

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In general, an ownership change, as defined by Section 382 of the Code, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 5% over a three-year period.

The Company completed a Section 382 study and concluded that we underwent an ownership change as defined by the Code during the year ended December 31, 2021.

We do not currently believe that the annual limitation will result in the expiration of any net operating losses or research and development tax credit carryforwards before utilization.

The Company completed a Section 382 study and concluded that it underwent an ownership change as defined by the Code during the year ended December 31, 2021.

The Company does not currently believe that the annual limitation will result in the expiration of any net operating losses or research and development tax credit carryforwards before utilization.

Additional ownership changes which may have occurred after December 31, 2021 and any future ownership changes may limit our ability to utilize remaining tax attributes.

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The Company has no material uncertain tax positions that qualify for either recognition or disclosure in consolidated financial statements.

It is the Company’s policy to recognize interest and/or penalties related to income tax matters in income tax expense.

As of December 31, 2024 and 2023, the Company has accrued no interest and penalties related to uncertain tax positions.

The Company does not have any outstanding U.S.

federal income tax or material state and local tax matters for periods through December 31, 2024.

There are no federal or state and local income tax returns currently under examination.

As of December 31, 2024, the statute remains open for years 2018 through 2024.

These years are still considered open due to the Company generating net operating losses, as carryforward attributes generated in years past may still be adjusted upon examination by the Internal Revenue Service or other authorities if they have or will be used in a future period.

INVESTMENT IN JOINT VENTURE

The Company, through one of its wholly-owned subsidiaries, has a 50 % interest of the joint venture entity, REV-I.

For the years ended December 31, 2024 and 2023 the Company funded $ 2.0 million and $ 2.3 million, respectively, associated with the Company's commitment and its share of REV-I development.

In July 2025, the Company entered into the ENPP1 Purchase Agreement to sell its interest in REV102, an ENPP1 inhibitor in preclinical development for the treatment of patients with HPP, to Buyer (a subsidiary of its joint venture partner Recursion).

In connection with the JV Sale, the Company received compensation in the form of Recursion common stock (which is a non-cash investing activity).

The Company subsequently sold the Recursion common stock for cash proceeds of $ 20.0 million in the third quarter of 2025 which included $ 7.5 million from an upfront payment and $ 12.5 million from a milestone payment related to the initiation of additional preclinical studies.

The Company is eligible to receive a $ 5.0 million milestone cash payment in connection with the initiation of dosing in a Phase 1 clinical study, as defined in the ENPP1 Purchase Agreement and low single-digit royalties on all future net sales by Recursion of products comprising or incorporating certain compounds developed by REV-I.

The Company may also be eligible to receive certain payments in the event of Recursion’s sale of the REV102 program.

The Company evaluated the JV Sale under ASC 860, Transfers and Servicing of Financial Assets (“ASC 860”).

Based on the Company’s evaluation of the JV Sale under ASC 860, the Company recognized a gain from the sale of its equity interests in REV102 of $ 22.4 million, based on the excess of the total net consideration allocated to the sale of the Company’s equity interests (based on relative fair value) of $ 23.0 million over the carrying value of the equity interests sold of $ 0.6 million.

The total net consideration of $ 23.0 million included cash received of $ 20.0 million, plus an estimated $ 3.0 million representing the fair value of the future milestone payments and future royalties (which is a non-cash investing activity).

The contingent consideration was initially measured at fair value using a probability based present value model of the risk-adjusted estimated cash flows, with a discount rate of 15.4 %.

This valuation model relied on significant unobservable inputs (level 3 inputs) based on management’s estimates, which were informed by external data, judgment, and forecasts.

Key assumptions included the probability of achieving the milestone and royalties, timing of cash flows, discount rate, and forecasted net revenues.

The fair value of the contingent consideration is a non-recurring fair value measurement and is recorded as other assets and other assets, non-

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current on the Company's consolidated balance sheets and as gain on sale of joint venture and other income within the Company's consolidated statements of operations and comprehensive loss.

Prior to the JV Sale, the Company, through one of its wholly-owned subsidiaries, had a 50 % interest of the joint venture entity, REV-I.

For the years ended December 31, 2025 and 2024 the Company funded $ 1.5 million and $ 2.0 million, respectively, associated with the Company's commitment and its share of REV-I development costs.

The Company did not provide any additional financial support outside of capital contributions to REV-I during the years ended December 31, 2025 and 2024.

However, in connection with the joint venture, the Company provides certain scientific and finance and accounting related support which was reimbursed by REV-I to the Company and included in other income on the consolidated statements of operations and comprehensive loss.

However, in connection with the joint venture, the Company provided certain scientific and finance and accounting related support which was reimbursed by REV-I to the Company and included in other income on the consolidated statements of operations and comprehensive loss.

For the years ended December 31, 2025 and 2024, the Company recorded $ 0.3 million and $ 0.7 million, respectively, related to such support.

While the Company held a 50 % interest in the joint venture as of December 31, 2024, based on management’s analysis, the Company is not the primary beneficiary of REV-I and accordingly, the entity is not consolidated in the Company's consolidated financial statements.

Prior to the JV Sale, the Company held a 50 % interest in the joint venture and based on management’s analysis, the Company was not the primary beneficiary of REV-I and accordingly, the entity was not consolidated in the Company's consolidated financial statements.

For the years ended December 31, 2025 and 2024, the Company recorded its allocable share of REV-I’s losses, which totaled $ 0.9 million and $ 2.2 million, respectively, as a loss on investment in joint venture in the consolidated statements of operations and comprehensive loss.

After recognition of its share of losses for the period, the carrying value and maximum exposure to risk of the REV-I investment as of December 31, 2023 was $ 0.2 million, which was recorded in investment in joint venture on the consolidated balance sheets.

no carrying value remaining of the REV-I investment as of December 31, 2024.

During the period subsequent to December 31, 2024 and through the date of these consolidated financial statements, the Company funded the joint venture an additional $ 1.0 million.

After recognition of its share of losses for the period, the carrying value and maximum exposure to risk of the REV-I investment there was no carrying value remaining on the REV-I investment as of December 31, 2025 or 2024.

COMMITMENTS AND CONTINGENCIES

Purchase Commitments —The Company enters contracts in the normal course of business with contract research organizations and other third-party vendors for clinical trials and testing and manufacturing services.

Purchase Commitments —The Company enters contracts in the normal course of business with contract research organizations ("CROs") and other third-party vendors for clinical trials and testing and manufacturing services.

These contracts generally do not contain minimum purchase commitments and are cancellable by us upon written notice.

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Pre-funded warrants to purchase 416,673 shares of common stock that were issued in connection with the November 2022 follow-on offering were included in the weighted-average number of common shares outstanding for the years ended December 31, 2025 and 2024, respectively.

The weighted-average number of common shares outstanding diluted for the years ended December 31, 2024 and 2023 excludes approximately 5.3 million and 4.8 million stock options and unvested restricted stock awards and units, respectively, which were not dilutive.

The weighted-average number of common shares outstanding diluted for the years ended December 31, 2025 and 2024 both exclude approximately 0.7 million stock options and nonvested restricted stock awards and units, which were not dilutive.

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The Company defines its segments on the basis of the way in which internally reported financial information is regularly reviewed by the CODM to analyze financial performance, make decisions, and allocate resources.

The Company’s CODM consists of its Chief Executive Officer, Chief Financial Officer and Chief Medical Officer.

The Company manages its operations as a single operating and reportable segment and the measure of segment profit or loss is net loss and comprehensive loss.

The Company manages its operations as a single operating and reportable segment and the measure of segment profit or loss is net loss.

The CODM uses net loss in the budget and forecasting process and considers budget-to-actual variances on a quarterly basis when making decisions about the allocation of operating and capital resources.

The following table summarizes the information about reported segment revenues and significant segment expenses presented on the Company's consolidated statements of operations and comprehensive loss:

FOR THE YEAR ENDED

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Other program candidates ( 29 ) 1,901

Personnel expenses (including share-based compensation) 12,488 14,160

Other expenses 990 1,497

Total research and development 41,507 53,544

General and administrative, excluding personnel expenses 6,654 10,313

General and administrative, personnel expenses (including share-based compensation) 12,971 15,075

Personnel (including share-based compensation) 8,798 12,488

Other 751 990

General and administrative, excluding personnel 6,078 6,654

General and administrative, personnel (including share-based compensation) 8,247 12,971

Other segment items* ( 24,086 ) ( 2,721 )

Segment net loss $ ( 8,978 ) $ ( 57,775 )

*Other segment items includes total other income, net and loss on investment in joint venture.

*Other segment items includes total other income, net and gain and loss on investment in joint venture.

RESTRUCTURING

On May 2, 2025, the Company approved a workforce reduction to focus resources on the Company’s lead program, RLYB116 and its preclinical development programs.

As part of this effort, the Company eliminated approximately 40 % of its positions.

As a result of these actions, the Company incurred charges of approximately $ 1.7 million of which $ 1.2 million was included in research and development expenses and $ 0.5 million was included in general and administrative expenses, with such amounts reflected in the consolidated statements of operations and comprehensive loss.

The charges related to the workforce reduction were cash-based expenditures related primarily to severance and benefit payments.

The Company recognized all such charges during the second quarter of 2025, with such amounts reflected in the consolidated statements of operations and comprehensive loss.

The accrued restructuring liability is included in accrued expenses in the consolidated balance sheets as of December 31, 2025.

In February, 2024, the Company announced a prioritization of its portfolio and a workforce reduction to focus resources primarily on the continued development of RLYB212.

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The Company recognized all such charges in the first quarter of 2024, with such amounts reflected in the consolidated statements of operations and comprehensive loss.

The accrued restructuring liability is included in accrued expenses on the consolidated balance sheets as of December 31, 2024.

Substantially all restructuring payments are expected to be completed by September 30, 2025.

Substantially all restructuring payments are expected to be completed by August 2026.

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The following table summarizes the restructuring accrued expense activity as of December 31, 2025:

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Ending accrued severance $ 523

SUBSEQUENT EVENTS

Share Price and Reverse Split

On February 24, 2025, the Company received a notification letter from The Nasdaq Stock Market LLC (“Nasdaq”) Listing Qualifications Department notifying the Company that the closing bid price of the Company’s shares of common stock was below the minimum closing bid price of $ 1.00 per share during the prior 30 consecutive business days (the “Notice”), as required for continued listing on the Nasdaq.

Pursuant to Nasdaq’s Listing Rules, the Company had until August 25, 2025 (the “Initial Compliance Date”) to regain compliance with the minimum closing bid price requirement.

As of the Initial Compliance Date, the Company had not regained compliance with the minimum closing bid price requirement.

On August 26, 2025, Nasdaq notified the Company that it had approved the Company’s application to transfer its listing to the Nasdaq Capital Market and that the Company is eligible for an additional 180 calendar day period, or until February 23, 2026 (the “Second Compliance Date”), to regain compliance with the minimum closing bid price requirement.

At the opening of business on August 29, 2025, the Company’s common stock was transferred to the Nasdaq Capital Market, which operates in substantially the same manner as the Nasdaq Global Select Market, where it will continue to trade under the symbol “RLYB.”

On January 26, 2026, the Company's stockholders approved a proposal to amend its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s issued and outstanding common stock, par value $ 0.0001 at a ratio of 1-for-8.

Pursuant to the Certificate of Amendment, the Reverse Stock Split became effective at 12:01 a.m., Eastern Time, on February 6, 2026 and began trading on a post-split basis under CUSIP number 75120L 209.

On February 24, 2026, Rallybio received a letter from Nasdaq notifying the Company it had regained compliance with the Nasdaq's Listing Rules and that it complies with the requirements for continued listing.

Proposed Merger with Candid Therapeutics

On March 1, 2026, Rallybio entered into the Merger Agreement with Candid, a clinical-stage biotechnology company advancing a leading portfolio of TCE therapeutics for autoimmune diseases, and the Merger Sub.

The Merger is intended to qualify as a tax-free reorganization for U.S.

federal income tax purposes.

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, (a) each then-outstanding share of common stock or preferred stock of Candid Share (excluding any share described in clauses (b) or (c) below and Candid Shares held by stockholders who have exercised and perfected appraisal rights for such shares) will be converted into the right to receive a number of shares of Rallybio Common Stock, par value $ 0.0001 per share, calculated in accordance with the Exchange Ratio, (b) each Candid Share issued in the Concurrent Financing will be converted into the right to receive a number of shares of Rallybio Common Stock calculated in accordance with the Concurrent Financing Exchange Ratio, (c) any Candid Shares held as treasury shares or held or owned by Rallybio, Merger Sub or any subsidiary of Rallybio or Candid immediately prior to the Effective Time will be canceled and shall cease to exist, and no consideration shall be delivered in

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exchange therefor.

Each then-outstanding option to purchase Candid Shares will be converted into an option to purchase Rallybio Common Stock, subject to adjustment as set forth in the Merger Agreement.

Concurrently with the execution and delivery of the Merger Agreement, certain investors entered into

subscription agreements with Candid, pursuant to which such investors have agreed to purchase, immediately

prior to the Merger, shares of Candid common stock representing an aggregate commitment of approximately

$ 505.5 million in the Concurrent Financing.

The shares of Candid common stock that are issued in the Concurrent Financing will be or will have the right to be, respectively, converted into shares of Rallybio Common

Stock in the Merger.

Under the Exchange Ratio and Concurrent Financing Exchange Ratio formulas in the Merger Agreement, immediately upon the Closing, on a pro forma basis and based upon the number of shares of Rallybio Common Stock expected to be issued in connection with the Merger, pre-Merger equityholders of Candid (other than investors in the Concurrent Financing) are expected to own approximately 57.55 % of the combined company, pre-Merger equityholders of Rallybio are expected to own approximately 3.65 % of the combined company and the Investors in the Concurrent Financing are expected to own approximately 38.80 % of the combined company (assuming proceeds from the Concurrent Financing of $ 505.5 million), in each case, calculated on a fully diluted basis, using the treasury stock method, and subject to certain assumptions, including (i) a valuation for Rallybio of $ 47.5 million (assuming Rallybio has net cash (“Rallybio Net Cash”) of $ 37.5 million as of the closing of the Merger (the “Closing” and such date, the “Closing Date”)), (ii) a fixed valuation for Candid of $ 750.0 million, and (iii) the relative capitalization of Rallybio and Candid.

Immediately prior to the Effective Time, Rallybio and a rights agent are expected to enter into the CVR Agreement, pursuant to which holders of record of certain Rallybio securities as of the close of business on the last business day prior to the day on which the Effective Time occurs will receive one contingent value right (each, a “CVR”) for each outstanding share of Rallybio Common Stock, prefunded warrant, Rallybio restricted stock unit or In the Money Parent Option (as defined in the CVR Agreement) held as of such date.

Pursuant to the CVR Agreement, each CVR holder will be entitled to receive their pro rata share of (i) all of the net proceeds (including cash the value of stock to the extent listed on a national exchange, at the time of disposition), if any, received by Rallybio as a result of payments made to Rallybio of any upfront, milestone, royalty and other payments received under any disposition agreement related to Rallybio’s Legacy Assets, and (ii) all of the cash proceeds, if any, received from Recursion under the Membership Interest Purchase Agreement, dated July 8, 2025, by and among Recursion, Exscientia Ventures I, Inc., Rallybio Corporation and Rallybio IPB, LLC.

For a period of one year after the Closing Date, Rallybio will use commercially reasonable efforts to effect the disposition of the Legacy Assets.

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