What changed in this filing

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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-03-06 · 205 added, 245 removed, 672 unchanged (40% of the section changed)

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ITEM 9B - OTHER INFORMATION

On February 26, 2026, the Compensation Committee approved a cash retention payment for each of our four executive employees to incentivize them to remain with the Company through the completion of the covenants and closing conditions in the Merger Agreement.

Upon the closing of the Merger, each executive shall receive 100% of their target annual bonus (the "Retention Payment") subject to the individual's remaining in our continuous service through the payment date.

The Retention Payment amounts to $382,536 for Mr.

Domzalski, $188,599 for Mr.

Stuart and $183,518 for Ms.

ITEM 9C - DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Executive Officers and Directors

The following table sets forth information regarding our executive officers and members of our Board of Directors (the "Board") as of the date of this Annual Report on Form 10-K.

The following table sets forth information regarding our executive officers and members of our Board of Directors (the "Board") as of the date of this Annual Report.

Executive Officers and Employee Director

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Sharon Barbari

Christine Borowski, Ph.D.

Anthony Bruno

Patrick LePore

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David Domzalski has served as our President and Chief Executive Officer and as a director since March 2020.

From July 2017 until the March 2020 closing of the Merger between Menlo and Foamix, Mr.

From July 2017 until the closing of the merger between us (which was formerly known as Menlo Therapeutics Inc.

(“Menlo”)) and Foamix Pharmaceuticals Ltd.

(“Foamix”) in March 2020 (the “Menlo Merger”), Mr.

Domzalski served as the Chief Executive Officer of Foamix.

He also served as a director of Foamix from 2018 to the closing of the Merger.

He also served as a director of Foamix from 2018 to the closing of the Menlo Merger.

Domzalski’s tenure with Foamix began in 2014 when he served as President of its U.S.

Prior to that, Mr.

From 2009 to 2013, Mr.

Domzalski was the Vice President of Sales and Marketing at LEO Pharma, Inc.

from 2009 to 2013.

Domzalski holds a B.A.

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We believe Mr.

Domzalski is qualified to serve on our Board given his leadership position with our company and Foamix, and his extensive experience in operating and leadership roles in the pharmaceutical industry.

Tyler Zeronda was appointed as our Chief Financial Officer and Treasurer in March 2022 and previously served as our Interim Chief Financial Officer and Treasurer beginning in June 2021.

Zeronda has been responsible for all finance activities related to our commercial operations, financial planning, treasury, risk management and supply chain matters.

Zeronda joined Foamix in April 2019, and from the closing of the Merger in 2020 until June 2021, Mr.

Zeronda served as our Vice President of Finance.

From 2013 to April 2019, Mr.

Zeronda held positions of increasing responsibility in finance at the publicly held company Aerie Pharmaceuticals Inc., culminating in his role as Director of Finance.

Prior to joining Aerie, Mr.

Zeronda was employed at the accounting firm Ernst & Young LLP where he focused on assurance services for companies in the healthcare industry.

Domzalski is qualified to serve on our Board given his leadership position with our company, and his extensive experience in operating and leadership roles in the pharmaceutical industry.

Tyler Zeronda was appointed as our Chief Financial Officer and Treasurer in March 2022 and previously served as our Interim Chief Financial Officer and Treasurer since June 2021.

Zeronda previously served as Vice President of Finance of the Company from March 2020 until his appointment as Interim CFO.

Zeronda joined Foamix in April 2019 and was responsible for all finance activities related to our commercial operations, financial planning, treasury, risk management and supply chain matters.

From April 2013 to April 2019, Mr.

Zeronda held positions of increasing responsibility in finance at Aerie Pharmaceuticals Inc., culminating in his role as Director of Finance, where he helped the company scale and transition from a pre-IPO, clinical-stage company to a commercial-stage public company.

Zeronda began his career at Ernst & Young LLP where he focused on assurance services for the healthcare industry.

Zeronda received his M.S.

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He holds a B.A.

in economics and business from Lafayette College and is licensed as a Certified Public Accountant in the state of New York.

in economics and business from Lafayette College and is a licensed CPA.

Iain Stuart, Ph.D.

has served as our Chief Scientific Officer since the closing of the Merger.

From January 2019 until the closing of the Merger in 2020, Dr.

Stuart served as Foamix’s Chief Scientific Officer, Senior Vice President of Research & Development from 2017 to January 2019 and Vice President of Clinical Development from 2016 to 2017.

has served as our Chief Scientific Officer since March 2020.

From January 2019 until March 2020, Dr.

Stuart served as the Chief Scientific Officer of Foamix.

Stuart previously served as Foamix’s, Senior Vice President of Research & Development from August 2017 to January 2019 and Vice President of Clinical Development from 2016 to 2017.

Prior to joining Foamix, Dr.

Stuart held several positions, including Vice President of Medical Strategy and Scientific Affairs, at LEO Pharma Inc.

from 2008 to 2016.

Stuart holds a Ph.D.

from Glasgow Caledonian University in Scotland.

Mutya Harsch has served as our Chief Legal Officer, General Counsel and Secretary since the closing of the Merger, having previously served with Foamix since 2018, most recently as General Counsel and Chief Legal Officer.

Harsch previously held positions as Special Counsel, Mergers & Acquisitions at Cooley LLP from 2015 to 2017 and as a corporate lawyer at Davis Polk & Wardwell from 2005 to 2015.

From October 2021 to June 2023, she served on the board of directors of the

publicly held company Satsuma Pharmaceuticals Inc.

Stuart held several positions, including Director of Preclinical Development, Vice President of R&D Project Management and Vice President of Medical Strategy and Scientific Affairs, at LEO Pharma Inc.

Stuart holds a BSc (*Hons, 1 st class) and Ph.D.

in Chemistry from Glasgow Caledonian University, Scotland.

Dr, Stuart was also a post-doctoral fellow in the Strathclyde Institute of Pharmacy and Biomedical Sciences, University of Strathclyde, Scotland.

Mutya Harsch has served as our Chief Legal Officer, General Counsel and Secretary since March 2020.

From January 2019 until March 2020, Ms.

Harsch served as the General Counsel and Chief Legal Officer of Foamix.

She previously served as Foamix’s General Counsel and Senior Vice President of Legal Affairs from January 2018 to January 2019.

In addition, Ms.

Harsch served on the board of directors of Satsuma Pharmaceuticals Inc.

from October 2021 until June 2023.

Harsch has over 20 years of legal experience previously holding positions as Special Counsel, Mergers & Acquisitions at Cooley LLP from 2015 to 2017 and as a corporate lawyer at Davis Polk & Wardwell from 2005 to 2015.

Harsch received her J.D.

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Non-Employee Directors

Sharon Barbari has served on our Board since the closing of the Merger, having previously served as a director of Foamix from January 2019 to the closing of the Merger in 2020.

Sharon Barbari has served on our Board since March 2020, having previously served as a director of Foamix (as defined below) from January 2019 to the closing of the Menlo Merger in 2020.

From 2004 to 2017, Ms.

Barbari served as Chief Financial Officer at Cytokinetics.

Barbari served as Chief Financial Officer at Cytokinetics, Incorporated.

From 2002 to 2004, she served as Chief Financial Officer and Senior Vice President of Finance and Administration at InterMune.

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Barbari is qualified to serve on our Board because of her financial executive and leadership roles in various biotechnology and pharmaceutical companies.

Steven Basta has served on our Board since 2015.

Basta served with Menlo as our President and Chief Executive Officer from 2015 until the closing of the Merger.

Basta has served as the Chief Executive Officer of SaNOtize Research and Development Corp.

since September 2023.

Steven Basta has served on our Board since September 2015.

Basta served as President and Chief Executive Officer of our predecessor from September 2015 until the closing of the Menlo Merger.

Basta has served as the President and Chief Executive Officer and a member of the Board of Directors of Phathom Pharmaceuticals, Inc.

since April 2025.

From September 2023 until March 2025, Mr.

Basta served as the Chief Executive Officer and a member of the Board of Directors of SaNOtize Research and Development Corp., a privately held company.

From December 2020 until October 2022, Mr.

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Basta is qualified to serve on our Board because of his extensive experience in leadership and management roles at various life sciences companies.

Christine Borowski, Ph.D.

has served on our Board since January 2024.

Borowski has served as Principal at Access Biotechnology since January 2024, and previously served as Vice President (from January 2022) and Senior Associate (from July 2019) at Access Biotechnology.

Prior to that, Dr.

Borowski worked on therapeutics company creation at Apple Tree Partners from 2017 to May 2019.

Before joining Apple Tree Partners, Dr.

Borowski worked as an editor at several scientific journals, most recently as Chief Editor of Nature Medicine from 2014 to 2017.

She earned a B.S.

in Biology from the University of Kentucky, a Ph.D.

in Immunology from Harvard University, and completed her postdoctoral work on natural killer T cell development at the University of Chicago.

Borowski was appointed to the Board in connection with Access Biotechnology's equity investment in the Company in November 2023.

We believe Dr.

Borowski is qualified to serve on our Board because of her expertise in immunology and extensive experience in the biopharmaceutical industry.

Anthony Bruno has served on our Board since the closing of the Merger, having previously served as a director of Foamix from 2018 to the closing of the Merger in 2020.

Prior to his retirement in 2018, Mr.

Bruno served as a strategic consultant to Foamix from 2014 to 2018 and to a number of healthcare-focused investment funds between 2011 and 2018.

He was employed at Warner Chilcott from 2000 to 2011, most recently as Executive Vice President, with responsibility for all business development activities including product acquisitions and divestitures as well as licensing agreements.

Bruno also spent 16 years at Warner Lambert, holding several positions of increasing strategic responsibility.

Bruno began his career as an associate with the law firm of Shearman & Sterling.

Bruno holds a B.A.

in Political Science from Syracuse University and a J.D.

from The George Washington University Law School.

We believe Mr.

Bruno is qualified to serve on our Board given his experience as an accomplished pharmaceutical executive with broad expertise in the legal, business development, and corporate development functions, as well as his significant experience in product licensing and M&A transactions.

Patrick LePore has served on our Board since September 2020 and was appointed as our lead independent director in February 2021.

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Within the past five years, Mr.

LePore served as Chairman of the Board of the publicly held pharmaceutical company Lannett Company, Inc and as a director of the publicly held companies

Matinas BioPharma Holdings, Inc., PharMerica Corporation and Innoviva, Inc.

LePore served as Chairman of the Board of the publicly held pharmaceutical company Lannett Company, Inc and as a director of the publicly held companies Matinas BioPharma Holdings, Inc., PharMerica Corporation and Innoviva, Inc.

He also previously served as a trustee of Villanova University, from which he holds a bachelor’s degree.

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Sandoval Little began her career in research and development at Johnson & Johnson’s Ethicon division.

Sandoval Little currently serves on the board of directors of the publicly held company PROCEPT BioRobotics Corporation and the privately held company Feldan Therapeutics, and previously served on the board of directors of the publicly held company Satsuma Pharmaceuticals from May 2019 until June 2023 and the publicly held company Intersect ENT, Inc.

Sandoval Little currently serves on the board of directors of the publicly held company PROCEPT BioRobotics Corporation and previously served on the board of directors of the publicly held company Satsuma Pharmaceuticals from May 2019 until June 2023 and the publicly held company Intersect ENT, Inc.

from April 2021 until its acquisition by Medtronic plc in May 2022.

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The corporate governance guidelines and the charter for each committee of the Board described below may be viewed on the "Corporate Governance" section of our "Investors & Media" page on our corporate website located at vynetherapeutics.com.

Independence of the Board and its Committees

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

In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent.

Under the rules of Nasdaq, a director will only qualify as an “independent director” 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.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended.

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.

We currently satisfy the audit committee independence requirements of Rule 10A-3.

Additionally, compensation committee members must not have a relationship with us that is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member.

The Board has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities.

As a result of this review, the Board determined that each of its directors, except for Mr.

Domzalski, are an “independent director” as defined under the applicable rules and regulations of the SEC, and the listing requirements and rules of Nasdaq.

Leadership Structure of the Board

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Throughout the year, senior management reviews these risks with the Board at regular Board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.

Meetings of the Board

The Board met 13 times during the fiscal year ended December 31, 2025.

The Audit Committee met four times, the Compensation Committee met twice, and the Nominating and Corporate Governance Committee met once.

Each member of the Board, except Patrick LePore, attended at least 75% of the aggregate number of meetings of its Board and each committee on which such director serves.

LePore attended 71% of the aggregate number of meetings of the Board and of the committees of the Board on which he served.

In addition, it is our policy to encourage directors to attend the annual meeting of stockholders.

All of the directors as of the date of the 2025 annual meeting of stockholders attended such meeting.

Committees of the Board of Directors

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Sharon Barbari

Christine Borowski, Ph.D.

Anthony Bruno

Patrick LePore

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The Compensation Committee periodically evaluates the performance of our Company, and where appropriate, our officers, in light of the goals and objectives it has established, and determines and approves, or may recommend to the Board to approve, the bonus award, if any, payable to these officers.

The Compensation Committee may establish compensation and make bonus awards to our chief executive officer directly or may make

recommendations to the Board regarding compensation and bonus awards payable to our chief executive officer.

The Compensation Committee may establish compensation and make bonus awards to our chief executive officer directly or may make recommendations to the Board regarding compensation and bonus awards payable to our chief executive officer.

Our Compensation Committee also reviews director compensation and makes recommendations to the Board regarding director compensation.

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The current members of our Compensation Committee are Mses.

Barbari and Sandoval Little and Mr.

Bruno, with Ms.

Barbari and Sandoval Little, with Ms.

Sandoval Little serving as the chairperson of the committee.

Our Board has determined that each of Mses.

Barbari and Sandoval and Mr.

Bruno is independent under the applicable rules and regulations of Nasdaq and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

Barbari and Sandoval Little is independent under the applicable rules and regulations of Nasdaq and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

Our executive officers submit proposals to the Board and the Compensation Committee regarding our executive compensation.

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Our Nominating and Corporate Governance Committee is responsible for making recommendations to our Board regarding candidates for directorships and the size and composition of our Board.

In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance policies and reporting and making recommendations to our Board concerning governance matters.

The current members of our Nominating and Corporate Governance Committee are Dr.

Borowski and Messrs.

Bruno and LePore, with Mr.

Bruno serving as the chairperson of the committee.

Our Board has determined that each of Dr.

Borowski and Messrs.

Bruno and LePore is an independent director under the applicable rules and regulations of Nasdaq relating to nominating and corporate governance committee independence.

In addition, the Nominating and Corporate Governance

Committee is responsible for overseeing our corporate governance policies and reporting and making recommendations to our Board concerning governance matters.

The current members of our Nominating and Corporate Governance Committee are Mr.

LePore and Ms.

Barbari, with Mr.

LePore serving as the chairperson of the committee.

Our Board has determined that each of Mr.

LePore and Ms.

Barbari is an independent director under the applicable rules and regulations of Nasdaq relating to nominating and corporate governance committee independence.

The Nominating and Corporate Governance Committee operates under a written charter, available on our corporate website, that satisfies the applicable standards of the SEC and Nasdaq.

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• whether the candidate has the time required for preparation, participation and attendance at Board meetings and committee meetings, if applicable.

stockholder interests through the exercise of sound judgment using its diversity of experience in these areas.

Currently, our Nominating and Corporate Governance Committee and Board evaluate each individual in the context of the Board as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these areas.

The Nominating and Corporate Governance Committee will consider individuals who are properly proposed by stockholders to serve on the Board in accordance with laws and regulations established by the SEC and the Nasdaq listing requirements, our bylaws and applicable corporate law, and make recommendations to the Board regarding such individuals based on the established criteria for members of our Board.

The Nominating and Corporate Governance Committee may consider in the future whether we should adopt a more formal policy regarding stockholder nominations.

Stockholder Communications with the Board of Directors

The Board will consider any written or electronic communication from our stockholders to the Board, a committee of the Board or any individual director.

Any stockholder who wishes to communicate to the Board, a committee of the Board or any individual director should submit written or electronic communications to our corporate secretary at our principal executive offices, which shall include contact information for such stockholder.

All communications from stockholders received shall be forwarded by our secretary to the Board, a committee of the Board or an individual director, as appropriate, on a periodic basis, but in any event no later than the Board’s next scheduled meeting.

The Board, a committee of the Board, or individual directors, as appropriate, will consider and review carefully any communications from stockholders forwarded by our secretary.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee consists of Mses.

Barbari and Sandoval Little.

None of the members of the Compensation Committee is or has at any time been one of the officers or employees.

None of the executive officers currently serves or in the past year has served as a member of the Board or Compensation Committee of any entity that has one or more executive officers serving on the Board or Compensation Committee.

Code of Business Conduct and Ethics

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The reference to our web address does not constitute incorporation by reference of the information contained at or available through our website.

Insider Trading Policy and Prohibition on Margin Accounts and Hedging and Similar Transactions

Prohibition on Margin Accounts and Hedging and Similar Transactions

Our employees and directors are subject to an insider trading policy.

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We prohibit these transactions because they may reduce the individual’s incentive to improve our performance, focus the individual on short-term performance at the expense of long-term objectives, and misalign the individual’s interests with those of our stockholders generally.

The policy is filed as an exhibit to this Annual Report on Form 10-K.

The policy is filed as an exhibit to this Annual Report.

Stockholder Communications with the Board of Directors

The Board will consider any written or electronic communication from our stockholders to the Board, a committee of the Board or any individual director.

The Board, a committee of the Board, or individual directors, as appropriate, will consider and review carefully any communications from stockholders forwarded by our secretary.

ITEM 11 - EXECUTIVE COMPENSATION

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2024 443,280 167,560 145,625 121,250 13,800 891,515

168,869 253,302 168,750 139,375 13,200 1,126,090

(1) The amounts reported in this column reflect cash bonuses earned pursuant to the achievement of our corporate objectives for the applicable year.

See “Narrative Disclosure to Summary Compensation Table—Non-Equity Incentive Plan Compensation” for additional discussion regarding the 2024 cash bonuses.

See “Narrative Disclosure to Summary Compensation Table—Non-Equity Incentive Plan Compensation” for additional discussion regarding our bonus program.

(2) Represents the grant date fair value of the restricted stock units and stock options granted in accordance with ASC 718.

The assumptions used in calculating the grant date fair values are set forth in Note 13 to the consolidated financial statements included in this Annual Report on Form 10-K.

The assumptions used in calculating the grant date fair values are set forth in Note 13 to the consolidated financial statements included in this Annual Report.

(3) Reflects employer matching contributions to each individual's 401(k) plan.

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Cook"), a compensation consulting firm, to evaluate and make recommendations with respect to our executive compensation program and retention incentives.

Cook's engagement included assisting the Compensation Committee with developing retention incentives for our employees, the selection of a peer group of companies for benchmarking purposes, an analysis of our existing executive compensation, including our equity incentive plan and equity award granting practices, and an analysis of our director compensation policy.

In 2025, F.W.

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Annual Base Salary

The base salary for Mr.

Domzalski, our CEO, remained unchanged from 2023 through 2024 and 2025.

Domzalski's annual base salary for 2025 remains $637,560.

For 2024, Dr.

Stuart’s annual base salary increased from $421,811 in 2023 to $455,555 in 2024.

For 2024, Ms.

Harsch’s annual base salary increased from $422,172 in 2023 to $443,280 through 2024.

Harsch was on a reduced schedule from July 2023 through August 2023.

During such time, Ms.

Harsch maintained her responsibilities as Chief Legal Officer, General Counsel and Secretary of the Company and was paid 25% of her base salary for the period.

Stuart's and Ms.

Harsch's annual base salaries for 2025 are $471,499 and $458,795, respectively.

We have entered into employment agreements with each of our NEOs that establish annual compensation, including base salaries.

Compensation for our executive officers is reviewed annually by our Compensation Committee.

The following table presents the annual base salaries for each of our NEOs for the years indicated.

The 2024 base salaries became effective on January 1, 2024 and the 2025 base salaries became effective on January 1, 2025 for each of our NEOs:

Name 2025 Base Salary ($) 2024 Base Salary ($)

David Domzalski

637,560 637,560

471,499 455,555

458,795 443,280

Non-Equity Incentive Plan Compensation

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Each of our NEOs has a maximum bonus opportunity equal to 200% of their target bonus.

For the 2024 bonuses, the corporate performance objectives included the advancement of our biotech strategy through organic development of existing products and opportunistic transactions and partnerships.

The corporate objectives also included the achievement of certain research and development and financial objectives.

In February 2025, our Compensation Committee assessed the level of achievement of corporate and individual performance objectives and considered, among other things, the increase in our share price and the improved strength of our management team and board through the hiring of additional research and development colleagues and the addition of Ms.

Borowski to our Board of Directors.

In addition, the Compensation Committee considered the level of achievement of certain milestones related to repibresib gel including the initiation of the Phase 2b trial and the completion of enrollment of subjects with NSV in the trial.

The Compensation Committee also considered the advancement of VYN202 including the clearance of our IND and successful completion of the Phase 1a SAD/MAD trial in healthy volunteers.

The Compensation Committee also determined that Dr.

For the 2025 bonuses, the corporate performance objectives included goals attached to corporate strategy, research and development, operational and financial measures.

In January 2026, our Compensation Committee assessed the level of achievement of corporate and individual performance objectives in light of the clinical, operational, financial and strategic developments for the Company in 2025.

As part of this process, the Compensation Committee noted that VYNE management evaluated opportunities for repibresib and VYN202, including as part of broader strategic alternatives.

VYNE also implemented cost reductions to extend its cash runway.

Following the strategic review, on December 17, 2025, VYNE entered into a Merger Agreement with Yarrow and Merger Sub, pursuant to which, among other matters, VYNE would merge with Yarrow to advance Yarrow's TSHR antibody YB-101.

In reviewing the Compensation Committee's compensation objectives in light of the pending merger with Yarrow and the interests of the Company and its stockholders, the Compensation Committee determined not to award any performance bonuses to Mr.

Domzalski, Mr.

Stuart and Ms.

Harsch had fully achieved all individual objectives.

After applying such levels of achievement to the applicable weightings, the Compensation Committee, in consultation with F.W.

Cook, awarded each of Mr.

Harsch in respect of 2025.

The Retention Payment amounts to $382,536 for Mr.

Domzalski, $188,599 for Mr.

Stuart and $183,518 for Ms.

Equity-Based Awards

The equity-based incentive awards granted to our NEOs are designed to align the interests of our NEOs with those of our stockholders.

Generally, the vesting of equity awards is tied to each officer’s continuous service with us and serves as an additional retention measure.

Our executives generally are awarded an initial new hire grant upon commencement of employment.

Additional grants may occur periodically in order to specifically incentivize executives with respect to achieving certain corporate goals or to reward executives for exceptional performance.

In January 2025, the Compensation Committee met to approve 2025 equity-based compensation for our NEOs.

The Compensation Committee discussed the upcoming year’s goals, with read-outs expected for both repibresib gel and VYN202 in 2025.

The Compensation Committee emphasized its desire to bring each executive’s total ownership levels to target levels consistent with the executive ownership levels of the Company’s peers, to strengthen executive alignment with stockholders and to incentivize executives to continue to work toward the performance objectives set for 2025.

The Compensation Committee also considered the type of equity awards that were previously awarded, which included a mix of restricted stock units and stock options, and considered the tax withholding requirements for vesting of restricted stock units.

Considering all of the foregoing, and the desire by the Compensation Committee to preserve each NEO’s target ownership levels relative to total shares outstanding at certain thresholds, the Compensation Committee ultimately determined to grant 100% of the equity awards for 2025 in the form of stock options, with Mr.

Domzalski, Dr.

Stuart and Ms.

Harsch 94.5% of their respective target bonus.

The actual bonus amounts paid for 2024 are reflected in the “Non-Equity Incentive Compensation” column of the Summary Compensation Table above.

Harsch each receiving an option to purchase 730,000, 230,000, and 230,000 shares of our common stock, respectively.

The size of each option award was intended to bring each NEO’s target ownership levels relative to total shares outstanding to the 50 th percentile among the Company’s peers (approximately 3% for Mr.

Domzalski and 1% for each of Dr.

Stuart and Ms.

These options vest 25% on the first anniversary of the last day of the quarter in which they were granted and 6.25% every quarter thereafter, in each case, subject to the executive’s continued service to the Company through the vesting date.

The exercise price for each option is the closing price of our common stock on the applicable grant date.

In January 2026, the Compensation Committee determined that no equity-based compensation in respect of 2026 would be awarded for our NEOs in light of the pending Merger with Yarrow.

We maintain a tax‑qualified retirement plan that provides eligible U.S.

employees, including our NEOs, with an opportunity to save for retirement on a tax-advantaged basis.

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

Eligible employees are able to defer eligible compensation subject to applicable annual Code limits.

Currently, we match each eligible employee’s contributions up to 4% of total eligible compensation.

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We do not provide our NEOs with perquisites or other personal benefits, other than the retirement, health and welfare benefits that apply uniformly to all of our employees.

Equity-Based Awards

Since December 2023, equity-based awards to our NEOs have been made under our 2023 Plan.

The equity-based incentive awards granted to our NEOs are designed to align the interests of our NEOs with those of our stockholders.

Generally, the vesting of equity awards is tied to each officer’s continuous service with us and serves as an additional retention measure.

Our executives generally are awarded an initial new hire grant upon commencement of employment.

Additional grants may occur periodically in order to specifically incentivize executives with respect to achieving certain corporate goals or to reward executives for exceptional performance.

On December 11, 2023, the Compensation Committee approved the grant of restricted stock units and options to our employees under our 2023 Plan, including members of management, for both 2023 and 2024.

The Compensation Committee determined that such grants were appropriate to provide long-term incentives that align the interests of the Company’s employees with the interests of stockholders.

In making its decision, the Compensation Committee considered:

(i) that our employees were not previously awarded equity compensation in the first quarter of 2023, consistent with past practice;

(ii) that the ownership percentage in the Company for our Chief Executive Officer, the Chief Financial Officer and other NEOs based on total shares outstanding (inclusive of shares underlying pre-funded warrants) was significantly lower than ownership percentages for such officers at peer companies;

(iii) given the small size of our workforce, the impact of the loss of any employee, especially members of management, on our ability to execute our corporate objectives for 2024 and beyond;

and (iv) our recent financing activities and the increased total number of shares outstanding, inclusive of shares underlying the pre-funded warrants that were issued to shareholders in the private placement.

Domzalski, the Compensation Committee approved the grant of 225,000 restricted stock units and options to purchase 225,000 shares with a grant date of December 13, 2023, and a grant of 225,000 restricted stock units and options to purchase

225,000 shares with a grant date of January 1, 2024.

For each of Ms.

Harsch and Dr.

Stuart, the Compensation Committee approved the grant of 62,500 restricted stock units and options to purchase 62,500 shares with a grant date of December 13, 2023, and a grant of 62,500 restricted stock units and options to purchase 62,500 shares with a grant date of January 1, 2024.

These equity awards vest over a four-year period, with 25% vesting on the first anniversary of the last day of the quarter in which the grant was made, and 6.25% vesting every quarter thereafter, in each case, subject to the executive’s continued service to the Company through the vesting date.

The exercise price for each option is the closing price of our common stock on the applicable grant date.

Outstanding Equity Awards at Fiscal Year End

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1/1/2024 27,343 35,157 (3) 2.33 1/1/2034 35,157 (3) 20,395

1/21/2025 — 230,000 (4) 2.77 1/21/2035 — —

Mutya Harsch 2/27/2018 1,250 — 254.16 2/27/2028 — —

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1/1/2024 27,343 35,157 (3) 2.33 1/1/2034 35,157 (3) 20,395

(1) This award vested 25% on March 31, 2022, with 6.25% vesting every quarter thereafter through March 31, 2025, subject to the executive’s continuous service through each applicable vesting date.

1/21/2025 — 230,000 (4) 2.77 1/21/2035 — —

(1) This award vested 25% on March 31, 2023, with 6.25% vesting every quarter thereafter through March 31, 2026, subject to the executive’s continuous service through each applicable vesting date.

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(3) This award vests 25% on March 31, 2025, with 6.25% vesting every quarter thereafter through March 31, 2028, subject to the executive’s continuous service through each applicable vesting date.

(4) This award vests 25% on March 31, 2026, with 6.25% vesting every quarter thereafter through March 31, 2029, subject to the executive’s continuous service through each applicable vesting date.

(5) The market value is based on the closing price of our common stock on December 31, 2025.

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Domzalski with 30 days’ notice prior to a termination without Cause, and he must provide us with 30 days’ notice prior to any resignation for Good Reason.

Domzalski's Offer Letter also contains customary confidentiality, non-competition and non-solicitation covenants.

Iain Stuart, Chief Scientific Officer

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In addition, if Ms.

Harsch’s employment is terminated by us without Cause or she terminates her employment with Good Reason within the twelve month period after a Change of Control (as defined in the 2019 Plan), she will be entitled to receive a change of control payment equal to (i) one times the sum of her then current base salary plus her target bonus, (ii) her pro rata target bonus for the year of termination, and (iii) payment of COBRA premiums for healthcare plan continuation at active employee rates for 12 months following the date of termination, provided that our obligation under clause (iii) shall terminate

on the earlier of (x) the date on which she enrolls in a group health plan offered by another employer and (y) the date on which she is no longer eligible for continuation coverage under COBRA.

In addition, in the event of such a termination, all of Ms.

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In addition, in November 2023 we adopted an additional clawback policy as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and related stock exchange listing standards.

The policy adopted in November 2023 is filed as an exhibit to this Annual Report on Form 10-K.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

The policy adopted in November 2023 is filed as an exhibit to this Annual Report.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material

Nonpublic Information

From time to time, we grant equity awards, including stock options, to our employees, including our named executive officers.

Historically,we have typically granted new-hire option awards on, or within the calendar quarter of, a new hire's employment start date and annual refresh employee option grants in the first quarter of each fiscal year, which refresh grants are typically approved at a regularly scheduled meeting of the Compensation Committee occurring in such quarter.

Also, non-employee directors receive automatic grants of initial and annual stock option awards, at the time of a director’s initial appointment or election to the board and at the time of each annual meeting of our stockholders, respectively, pursuant to our non-employee director compensation policy, as further described under the heading, “Director Compensation—Non-Employee Director Compensation Policy” below.

Historically, we have typically granted new-hire option awards on, or within the calendar quarter of, a new hire’s employment start date an annual issuance of employee option grants in the first quarter of each fiscal year.

These grants are typically approved at a regularly scheduled meeting of our Compensation Committee occurring in such quarter.

Also, non-employee directors receive automatic grants of initial and annual stock option awards, at the time of a director’s initial appointment or election to the board of directors and at the time of each annual meeting of our stockholders, respectively, pursuant to our non-employee director compensation policy, as further described under the heading, “Director Compensation — Non-Employee Director Compensation Policy” below.

We do not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features.

The Compensation Committee considers whether there is any material nonpublic information (“MNPI”) about our company when determining the timing of stock option grants and does not seek to time the award of stock options in relation to our public disclosure of MNPI.

Our Compensation Committee considers whether there is any material nonpublic information (“MNPI”) about us when determining the timing or terms of stock option grants and does not seek to time the award of stock options in relation to our public disclosure of MNPI.

We have not timed the release of MNPI for the purpose of affecting the value of executive compensation.

The following table is being provided pursuant to Item 402(x)(2) of Regulation S-K.

Number of securities underlying the award

Exercise price of the award ($/Sh)

Grant date fair value of the award

Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information

David Domzalski

January 1, 2024 225,000 $ 2.33 $ 436,500 1.3 %

January 1, 2024 62,500 $ 2.33 $ 121,500 1.3 %

(1) The option grants reported in this table were made two business days before the Company filed a Form 8-K under Item 5.02 reporting the previously disclosed appointment of Dr.

Christine Borowski as a non-employee director of the Company.

Director Compensation

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Each such option will have a term of ten years from the date of grant, subject to earlier termination in connection with a termination of the non-employee director’s service with us.

In the event of a change of control transaction, any unvested portion of an equity award granted under this policy will fully vest and become exercisable immediately prior to the effective date of such transaction, subject to the non-employee director’s continuous service with us on the effective date of such transaction.

In the event of a change of control transaction, which will include the consummation of the Merger with Yarrow, any unvested portion of an equity award granted under this policy will fully vest and become exercisable immediately prior to the effective date of such transaction, subject to the non-employee director’s continuous service with us on the effective date of such transaction.

Annual Cash Retainers .

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One-Time Option Grant

On January 1, 2024, our Compensation Committee granted each non-executive director (except for Ms.

Borowski) a one-time option grant for 20,000 shares of our common stock, which will vest on January 1, 2025, subject to each director’s continuous service through such date.

significantly underwater and that in light of the Company’s recent financing (among other things), director stock ownership levels, based on the total shares outstanding inclusive of shares underlying pre-funded warrants, were well below the target levels for the Company’s peer companies.

On January 1, 2025, our Compensation Committee granted each non-executive director a one-time option grant for 20,000 shares of our common stock, which will vest on January 1, 2026, subject to each director’s continuous service through such date.

The Compensation Committee granted these one-time awards following consultation with the Company’s independent compensation consultant, taking into consideration that all equity awards for directors were significantly underwater and that in light of the Company’s recent financing (among other things), director stock ownership levels, based on the total shares outstanding inclusive of shares underlying pre-funded warrants, were well below the target levels for the Company’s peer companies.

Director Compensation Table

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(1) Represent the grant date fair value of stock options granted as computed in accordance with ASC 718.

The assumptions used in calculating the grant date fair value are set forth in Note 13 to the financial statements included in this Annual Report on Form 10-K.

The assumptions used in calculating the grant date fair value are set forth in Note 13 to the financial statements included in this Annual Report.

(2) Each of our non-employee directors was granted an option to purchase 20,000 shares of our common stock on December 12, 2025 at an exercise price of $0.38.

Borowski was appointed as a director, effective January 1, 2024.

The amount reported in the Option Awards column includes the grant date fair value of the initial grant made to Dr.

Borowski when she joined the Board.

(3) Represents total compensation for Dr.

Borowski and Mr.

Bruno for their service as directors through their resignation in August 2025.

As of December 31, 2025, our non-employee directors held the following equity awards:

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Sharon Barbari

Christine Borowski

Anthony Bruno

Patrick LePore

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ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information relating to the beneficial ownership of our common stock as of February 14, 2025, by:

The following table sets forth information relating to the beneficial ownership of our common stock as of December 31, 2025, by:

• each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of common stock;

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The number of shares beneficially owned by each entity, person, director or executive officer is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.

Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days after February 14, 2025 through the

exercise of any stock option, warrants or other rights.

Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock held by that person.

The percentage of shares beneficially owned is computed on the basis of 15,209,862 shares of our common stock outstanding as of February 14, 2025.

Shares of our common stock that a person has the right to acquire within 60 days after February 14, 2025 are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive officers as a group.

Unless otherwise indicated below, the address for each beneficial owner listed is c/o VYNE Therapeutics Inc., 685 Route 202/206 N., Suite 301, Bridgewater, NJ 08807.

The percentage of shares beneficially owned is computed on the basis of 33,323,171 shares of our common stock outstanding as of December 31, 2025.

Shares of our common stock that a person has the right to acquire within 60 days after December 31, 2025 are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive officers as a group.

Unless otherwise indicated below, the address for each beneficial owner listed is c/o VYNE Therapeutics Inc., P.O.

Box 125, Stewartsville, New Jersey 08806.

Name of Beneficial Owner Number of

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3,574,533 9.99 %

Cormorant Global Healthcare Master Fund, LP (2)

1,519,465 9.99 %

Eventide Healthcare Innovation Fund I LP (3)

1,519,465 9.99 %

Citadel CEMF Investments Ltd.

1,181,088 7.77 %

Named Executive Officers and Directors:

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Sharon Barbari (6)

Anthony Bruno (10)

Patrick LePore (7)

Elisabeth Sandoval Little (8)

Christine Borowski (13)

All current directors and executive officers as a group (8 persons) (9)

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40 West 57th Street, 28th Floor, New York, NY 10019.

(2) This information has been obtained from a Schedule 13G filed on November 13, 2023 b y Cormorant Global Healthcare Master Fund, LP ("Cormorant LP"), Cormorant Global Healthcare GP, LLC ("Cormorant GP"), Cormorant Asset Management, LP ("Cormorant AM LP") and Bihua Chen.

Consists o f 1,394,336 shares of common stock held by Cormorant LP and 125,129 shares of common stock issuable upon exercise of Pre-Funded Warrants.

Such amount does not include 2,935,014 shares of common stock issuable upon exercise of Pre-Funded Warrants because they are subject to limitations on exercisability if such exercise would result in entities affiliated with Cormorant LP beneficially owning more than 9.99% of our common stock then issued and outstanding after giving effect to such exercise.

Cormorant GP serves as the General Partner of Cormorant LP.

Cormorant AM LP serves as the investment manager to Cormorant LP.

Bihua Chen serves as the Managing Member of Cormorant GP and the General Partner of

Cormorant AM LP (together with Cormorant LP, the "Cormorant Entities").

By virtue of the foregoing, each of Bihua Chen and the Cormorant Entities may be deemed to have voting and investment power over the shares held by Cormorant LP.

The business address of each of Bihua Chen and the Cormorant Entities is 200 Clarendon St., 52nd Floor, Boston, Massachusetts 02116.

(3) This information has been obtained from a Schedule 13G filed on November 13, 2023 by Eventide Asset Management, LLC ("EAM"), Finny Kuruvilla and Robin John.

Consists of 1,394,336 shares of common stock held by Eventide Healthcare Innovation Fund I LP ("Eventide LP") and 125,129 shares of common stock issuable upon exercise of Pre-Funded Warrants.

Such amount does not include 5,162,284 shares of common stock issuable upon exercise of Pre-Funded Warrants because they are subject to limitations on exercisability if such exercise would result in entities affiliated with Eventide LP beneficially owning more than 9.99% of our common stock then issued and outstanding after giving effect to such exercise.

Eventide Healthcare Innovatio n GP LLC ("Eventide GP") is the General Partner of Eventide LP.

EAM is the Managing Member of Eventide GP.

Robin John is the chief executive officer of EAM.

Finny Kuruvilla and Kyle Rasbach are members of Eventide LP’s investment committee.

By virtue of the foregoing, each of Mr.

John, EAM and Eventide GP may be deemed to have, and Mr.

Kuruvilla and Mr.

Rasbach may be deemed to share, voting and investment power over the Shares held by Eventide LP.

The business address of each of Eventide LP, Eventide GP, EAM, Mr.

Kuruvilla and Mr.

Rasbach is Eventide Healthcare Innovation Fund I LP c/o Eventide Asset Management, LLC, 1 International Place, Suite 4210, Boston, MA 02110.

(4) This information has been obtained from a Schedule 13G/A filed o n February 14, 2024 by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), Citadel Securities Group LP, Citadel Securities GP LLC and Mr.

Kenneth Griffin.

Consists of 1,181,088 shares of common stock held by Citadel CEMF Investments Ltd.

("CCIL") and Citadel Securities.

Citadel Advisors is the portfolio manager of CCIL.

CAH is the sole member of Citadel Advisors.

CGP is the General Partner of CAH.

Kenneth Griffin owns a controlling interest in CGP.

Griffin, as the owner of a controlling interest in CGP, may be deemed to have shared power to vote and/or shared power to dispose of the securities held by CCIL.

This disclosure shall not be construed as an admission that Mr.

Griffin or any of the Citadel related entities listed above is the beneficial owner of any securities of the Company other than the securities actually owned by such person (if any).

The business address of CCIL is c/o Citadel Enterprise Americas LLC, Southeast Financial Center, 200 S.

Biscayne Blvd., Suite 3300, Miami, FL 33131.

(5) Includes 82,370 shares of common stock, 216,199 shares of common stock underlying options that are exercisable within 60 days of February 14, 2025, and 71,929 shares of common stock underlying restricted stock units that are scheduled to vest within 60 days of February 14, 2025 .

(6) Includes 33,553 shares of common stock, 52,945 shares of common stock underlying options that are exercisable within 60 days of February 14, 2025, and 20,010 shares of common stock underlying restricted stock units that are scheduled to vest within 60 days of February 14, 2025.

(7) Includes 19,217 shares of common stock, 53,392 shares of common stock underlying options that are exercisable within 60 days of February 14, 2025, and 19,892 shares of common stock underlying restricted stock units that are scheduled to vest within 60 days of February 14, 2025 .

(8) Consists of (i) 2,842 shares of common stock, (ii) 3,601 shares of common stock held by The Shelter Trust under the Basta Revocable Trust (the “Shelter Trust”), (iii) 1,007 shares of common stock held by the Basta Revocable Trust dated August 4, 2017 (the “Basta Trust”), and (iv) 54,285 shares of common stock underlying options that are exercisable within 60 days of February 14, 2025 .

(2) Includes 182,073 shares of common stock, 297,904 shares of common stock underlying options that are exercisable within 60 days of December 31, 2025, and no shares of common stock underlying restricted stock units that are scheduled to vest within 60 days of December 31, 2025.

(3) Includes 59,238 shares of common stock, 77,162 shares of common stock underlying options that are exercisable within 60 days of December 31, 2025, and no shares of common stock underlying restricted stock units that are scheduled to vest within 60 days of December 31, 2025.

(4) Includes 49,928 shares of common stock, 77,609 shares of common stock underlying options that are exercisable within 60 days of December 31, 2025, and no shares of common stock underlying restricted stock units that are scheduled to vest within 60 days of December 31, 2025.

(5) Consists of (i) 2,842 shares of common stock, (ii) 3,601 shares of common stock held by The Shelter Trust under the Basta Revocable Trust (the “Shelter Trust”), (iii) 1,007 shares of common stock held by the Basta Revocable Trust dated August 4, 2017 (the “Basta Trust”), and (iv) 74,285 shares of common stock underlying options that are exercisable within 60 days of December 31, 2025.

As the trustee of each of the Shelter Trust and the Basta Trust, Mr.

Basta has voting and investment power over the shares of common stock held by each of the Shelter Trust and the Basta Trust.

(9) Includes 1,041 shares of common stock and 43,407 shares of common stock underlying options that are exercisable within 60 days of February 14, 2025 .

(10) Includes 1,875 shares of common stock and 43,213 shares of common stock underlying options that are exercisable within 60 days of February 14, 2025 .

(11) Includes 51,472 shares of common stock and 42,901 shares of common stock underlying options that are exercisable within 60 days of February 14, 2025 .

(12) Includes 43,837 shares of common stock underlying options that are exercisable within 60 days of February 14, 2025 .

(13) Includes 13,334 shares of common stock underlying options that are exercisable within 60 days of February 14, 2025 .

(14) Includes 607,734 shar es of common stock underlying options that are exercisable within 60 days of February 14, 2025 and 111,831 shares of common stock underlying restricted stock units that are scheduled to vest within 60 days of February 14, 2025.

(6) Includes 1,041 shares of common stock and 63,407 shares of common stock underlying options that are exercisable within 60 days of December 31, 2025.

(7) Includes 51,472 shares of common stock and 62,901 shares of common stock underlying options that are exercisable within 60 days of December 31, 2025.

(8) Includes 63,837 shares of common stock underlying options that are exercisable within 60 days of December 31, 2025.

(9) Includes 717,105 shares of common stock underlying options that are exercisable within 60 days of December 31, 2025.

Securities Authorized for Issuance Under Equity Compensation Plans

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security holders 18,750 (2)

$ 1.96 111,251 (4)

Total 3,401,478 $ 10.87 361,770

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Excluding the restricted stock units, the weighted average exercise price would be $10.28 per share.

For a description of the material terms of our equity plan, see “Item 8—Notes to Consolidated Financial Statements—Note 13—Share-Based Compensation.”

For a description of the material terms of our equity plan, see “Item 8—Notes to Consolidated Financi al Statements—Note 13—Share-Based Compensation.”

(2) Includes stock options outstanding under our Inducement Plan.

For a description of the material terms of our equity plans, see “Item 8—Notes to Consolidated Financial Statements—Note 13—Share-Based Compensation.”

(3) Includes 1,574,557 shares available for future issuance under the 2023 Plan and 87,122 shares available for future purchase under the ESPP, and one share available for future grant under the Inducement Plan.

(3) Includes 188,100 shares available for future issuance under the 2023 Plan and 62,419 shares available for future purchase under the ESPP.

(4) Includes 111,251 share available for future issuance under our Inducement Plan.

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Baker Tilly US, LLP served as our principal independent registered public accounting firm for the years ended December 31, 2025 and 2024.

The following table provides information regarding fees paid by us to Baker Tilly US, LLP for the years ended December 31, 2024 and 2023:

The following table provides information regarding fees paid by us to Baker Tilly US, LLP and BTI network firms (Baker Tilly Israel) for the years ended December 31, 2025 and 2024:

Year ended December 31,

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Financial statements .

See Index to Financial Statements under Item 8 of Part II of this Annual Report on Form 10-K, which is incorporated herein by reference.

See Index to Financial Statements under Item 8 of Part II of this Annual Report, which is incorporated herein by reference.

Financial statement schedules .

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Exhibit Filing Date Filed Herewith

Agreement and Plan of Merger and Reorganization, dated December 17, 2025, by and among VYNE Therapeutics Inc., Yarrow Bioscience, Inc., and Yellow Merger Sub Corp.*

8-K 001-38356 2.1 December 17, 2025

2.1(b) Amendment No.

1 to the Agreement and Plan of Merger and Reorganization, dated January 30, 2026 .

8-K 001-38356 10.1 January 30, 2026

3.1(a) Amended and Restated Certificate of Incorporation .

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March 1, 2024

F irst amendment to VYNE Therapeutics Inc.

First amendment to VYNE Therapeutics Inc.

2023 Equity Incentive Plan

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and VYNE Therapeutics Inc.

I nsider Trading Policy.

10-K 001-38356

10.19 March 6, 2025

Letter Agreement, dated August 15, 2025, by and between the Registrant and Tay Therapeutics Limited .

10.1 November 06, 2025

Form of Company Support Agreement.

8-K 001-38356 10.1 December 17, 2025

Form of Yarrow Support Agreement

8-K 001-38356 10.2 December 17, 2025

Form of Securities Purchase Agreement

8-K 001-38356 10.3 December 17, 2025

Form of Registration Rights Agreement

8-K 001-38356 10.4 December 17, 2025

Form of Lock-Up Agreement

8-K 001-38356 10.5 December 17, 2025

Insider Trading Policy

19 March 06, 2025

21.1 List of Subsidiaries of VYNE Therapeutics Inc.

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* Exhibits and schedules omitted pursuant to Item 601(a)(5) of Regulation S-K.

Schedules and exhibits to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

† Portions of this exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K because the identified confidential portions are not material and are of the type that the registrant treats as private or confidential.

# Indicates management contract or compensatory plan.

** These certifications are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

The agreements and other documents filed as exhibits to this Annual Report on Form 10-K are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose.

** These certifications are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report, irrespective of any general incorporation language contained in such filing.

The agreements and other documents filed as exhibits to this Annual Report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose.

In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

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

March 6, 2025

February 27, 2026

VYNE Therapeutics Inc.

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Chief Executive Officer

KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Domzalski, Tyler Zeronda and Mutya Harsch, and each of them, his or her attorney-in-fact and agent, each with the power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the U.S.

KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Domzalski, Tyler Zeronda and Mutya Harsch, and each of them, his or her attorney-in-fact and agent, each with the power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report, and to file the same, with exhibits thereto and other documents in connection therewith, with the U.S.

Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or his or her or their substitute or substitutes, may do or cause to be done by virtue thereof.

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/s/ David Domzalski Director and Chief Executive Officer ( Principal Executive Officer )

March 6, 2025

February 27, 2026

David Domzalski

/s/ Tyler Zeronda Chief Financial Officer ( Principal Financial Officer and Principal Accounting Officer )

March 6, 2025

February 27, 2026

Tyler Zeronda

/s/ Sharon Barbari Director March 6, 2025

/s/ Sharon Barbari Director February 27, 2026

Sharon Barbari

/s/ Steven Basta Director March 6, 2025

/s/ Christine Borowski Director March 6, 2025

Christine Borowski

/s/ Anthony Bruno Director March 6, 2025

Anthony Bruno

/s/ Patrick LePore Director March 6, 2025

/s/ Steven Basta Director February 27, 2026

/s/ Patrick LePore Director February 27, 2026

Patrick LePore

/s/ Elisabeth Sandoval Little Director March 6, 2025

/s/ Elisabeth Sandoval Little Director February 27, 2026

Elisabeth Sandoval Little

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