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Item 9A. Controls and Procedures

2026-03-02 compared with 2025-03-05 · 538 added, 501 removed, 907 unchanged (53% of the section changed)

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Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Annual Report on Form 10-K, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the design and operating effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

As of the end of the period covered by this Annual Report on Form 10-K, our management, with the participation of our Chief Executive Officer and interim Chief Financial Officer, evaluated the design and operating effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

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Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on our evaluation of our disclosure controls and procedures as of December 31, 2024, our Chief Executive Officer and our Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were, in design and operation, effective at the reasonable assurance level.

Based on our evaluation of our disclosure controls and procedures as of December 31, 2025, our Chief Executive Officer and interim Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were, in design and operation, effective at the reasonable assurance level.

Management’s Annual Report on Internal Control over Financial Reporting

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) and Rule 15d-15(f) of the Exchange Act.

Our management, with the participation of our Chief Executive Officer and interim Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) and Rule 15d-15(f) of the Exchange Act.

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely.

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During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f) of the Exchange Act, adopted or terminated a “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K.

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Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Kenneth Galbraith

62 Chief Executive Officer, President and Chair of the Board of Directors

63 Chief Executive Officer, President, interim Chief Financial Officer and Chair of the Board of Directors

Carlos Campoy (1)

Alessandra Cesano (2)

Nancy Davidson (3)(4)

Neil Gallagher (3)(4)

Ciongoli (1)(2)

Landry (1)(3)

Susan Mahony (3)

Miller (1)(2)

Kelvin Neu (4)

Oleg Nodelman (2)(3)

Scott Platshon (3)

________________________

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(3) Member of the compensation committee.

(4) Member of the research and development committee.

Cherry has been appointed as a member of the Company’s audit committee, effective immediately following the filing of this Annual Report on Form 10-K with the Securities and Exchange Commission.

There are no family relationships among any of the directors or executive officers.

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In addition, Mr.

Galbraith has served as our President since June 2023 and previously served as our President from January 2022 to August 2022, and served as our interim Chief Financial Officer from April 2024 to September 2024.

Galbraith has served as our President since June 2023 and previously served as our President from January 2022 to August 2022.

Galbraith has served as our interim Chief Financial Officer since January 2026 and previously served as our interim Chief Financial Officer from April 2024 to September 2024.

Galbraith was a Managing Director at Five Corners Capital, Inc., which he founded in 2013, from February 2021 until January 2022.

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from the University of British Columbia.

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Galbraith’s depth of experience in the biotechnology industry, ranging from executive officer to director roles, the board of directors believes Mr.

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Campoy is 61 years old and has served as a member of our board of directors since June 2023.

Campoy also serves as a member of the board of directors of Hunter Industries Inc.

Campoy served as Chief Financial Officer of CytomX Therapeutics, Inc.

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Cesano is 65 years old and has served as a member of our board of directors since February 2024.

Cesano has served as the Chief Medical Officer of ESSA Pharma Inc., a pharmaceutical company developing therapies for the treatment of prostate cancer, since July 2019.

Cesano has served as an advisor to General Catalyst, a venture capital investment firm, since February 2025.

Cesano served as the Chief Medical Officer of ESSA Pharma Inc., a pharmaceutical company developing therapies for the treatment of prostate cancer, from July 2019 to May 2025.

Previously, Dr.

Cesano was the Chief Medical Officer of NanoString Technologies, Inc., a biotechnology company that develops translational research tools, from July 2015 to July 2019, where she focused on development of translational and diagnostic multi-plexed assays for the characterization and measurement of mechanisms of immune response and resistance.

Cesano was the Chief Medical Officer of NanoString Technologies, Inc., a biotechnology company that develops translational research tools, from July 2015 to July 2019, where she focused on development of translational and diagnostic multiplexed assays for the characterization and measurement of mechanisms of immune response and resistance.

Prior to NanoString, Dr.

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Cesano is qualified to serve on our board of directors because of her extensive experience in biotechnology research and development and oncology.

Cox is 60 years old and has served as a member of our board of directors since June 2019.

Cox served as Chief Executive Officer of Foundation Medicine, Inc.

from February 2017 through February 2019, as a member of Foundation Medicine’s board of directors from February 2017 until July 2018, and in the additional role of President of Foundation Medicine from February 2018 until July 2018.

Prior to Foundation Medicine, Mr.

Cox served as Senior Vice President, Sales & Marketing at Genentech, Inc.

from February 2010 until February 2017.

Before joining Genentech, Mr.

Cox served as President at UCB S.A.

Prior to UCB BioPharma, Mr.

Cox held senior commercial leadership roles with Sanofi-Aventis and Schering-Plough.

Cox served on the board of directors of SomaLogic, Inc.

from September 2021 until January 2024 and as executive chair of the board of SomaLogic from October 2022 to March 2023.

He has served on the board of directors of Standard BioTools Inc.

since January 2024 and on the board of directors of SOPHiA GENETICS SA since July 2019.

Cox received a B.B.A.

in finance from the University of Kentucky and an M.B.A.

from the University of Missouri.

The board of directors believes Mr.

Cox’s nearly three decades of proven leadership and expertise in the global, strategic and operational aspects of the biopharmaceutical industry qualifies him to serve on our board of directors.

Nancy Davidson

Davidson is 71 years old and has served as a member of our board of directors since December 2023.

Davidson has served as the Executive Vice President, Clinical Affairs, since April 2022, and as the Raisbeck Chair for Collaborative Cancer Research, since July 2019, of Fred Hutchinson Cancer Center.

In addition, Dr.

Davidson has served as a Professor, since December 2016, and previously served as the Senior Vice President, since December 2016 to August 2023, of Fred Hutchinson Cancer Center Clinical Research Division.

At the University of Washington School of Medicine, Dr.

Davidson served as Head of the Division of Medical Oncology from December 2016 to August 2023 and as a Professor since December 2016.

Previously, Dr.

Davidson served as the President and Executive Director of the Seattle Cancer Care Alliance from December 2016 to April 2022.

Davidson also held various positions at the University of Pittsburgh from February 2009 to December 2016, including as the Director of the University of Pittsburgh Cancer Institute.

Davidson has served as Adjunct Professor of Oncology at The Johns Hopkins School of Medicine since February 2009.

Davidson is also a member of the scientific advisory boards of many foundations and cancer centers and a member of various organizations, including the American Society of Clinical Oncology and the American Association for Cancer Research.

She has received many awards, honors, and appointments, including the Brinker International Award for Breast Cancer Research, the Rosalind E.

Franklin Award for Women in Science from the National Cancer Institute (2008), and election to the National Academy of Medicine (2011) and the American Academy of Arts and Sciences (2019).

She has also been listed among Thomson Reuters Highly Cited Researchers (2014-2015).

Davidson holds an M.D.

from the Harvard Medical School and a B.A.

in Molecular Biology from Wellesley College.

She completed her residency in Internal Medicine at University of Pennsylvania and Johns Hopkins Hospital and a medical oncology fellowship at the National Cancer Institute.

The board of directors believes that Dr.

Davidson is qualified to serve on our board of directors because of her extensive knowledge and experience in the field of oncology, and as an experienced researcher and clinician.

Neil Gallagher

Gallagher is 60 years old and has served as a member of our board of directors since April 2024.

Gallagher has served as the President, Head of Research & Development at Syndax Pharmaceuticals, Inc., since April 2023.

From January 2020 to April 2023, he served as the Chief Medical Officer, Vice President, Head of Development at AbbVie Inc.

From November 2017 to December 2019, Dr.

Gallagher served as the Head of Global Oncology Development at AbbVie.

Prior to joining AbbVie, he served as Head of Development for Oncology and Inflammation at Amgen from May 2016 to October 2017 and spent a decade at Novartis Oncology.

Earlier in his career, he was a Medical Science Director at AstraZeneca and later Director of Clinical Development at Astex Therapeutics.

Gallagher completed his Fellowship in Gynecological Oncology at the Institute for Cancer Studies, University of Birmingham, UK and received his medical degree from Trinity College, Dublin.

The board of directors believes that Dr.

Gallagher is qualified to serve on our board of directors because of his experience in the pharmaceutical and biotechnology sectors and in drug development in the oncology field.

Cherry is 51 years old and has served as a member of our board of directors since January 2026.

Cherry has spent more than 25 years investing in and helping build businesses across a wide range of industries including healthcare, industrials, business services, financial services and consumer products.

He has led buyout and growth equity investments in companies totaling over $25 billion in enterprise value.

Since 2024, Mr.

Cherry has served as the Founder and Principal of Flyway Holdings, a family office investment platform.

Previously, Mr.

Cherry was a Managing Partner at Oak Hill Capital, a private equity firm, from 2014 until 2024.

His board experience includes positions with more than ten private companies and philanthropic organizations, including the U.S.

Air Force Academy Foundation, and the Undergraduate Financial Aid Leadership Council at the University of Pennsylvania.

Cherry earned his BA from Princeton University and his MBA from The Wharton School at the University of Pennsylvania.

The board of directors believes that Mr.

Cherry is qualified to serve on our board of directors because of his extensive investment and leadership experience.

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Ciongoli is 50 years old and has served as a member of our board of directors since August 2025.

Ciongoli is currently the Founder and Managing partner at Adiumentum Capital Management, a Boston-based investment firm, and has served in that role since March 2024.

Ciongoli has also served on the board of directors of Atara Biotherapeutics since September 2024, including as board chair since September 2025.

Ciongoli served as a Public Group Investing Partner at the Baupost Group from 2007 to 2024.

Ciongoli has served on the board of directors of Pelotero Corp.

since March 2020, 33 rd Team since September 2022, and Wavebreak Therapeutics since August 2017, and served as a board observer at Viasat Inc.

from October 2018 to May 2023.

In addition, Mr.

Ciongoli previously served as a board observer at Idenix Pharmaceuticals, Intarcia Therapeutics, Keryx Biopharmaceuticals, Orexigen Therapeutics and Translate Bio.

Earlier in his career, Mr.

Ciongoli held the position of Director in the Event-Driven Equity Group at Sowood Capital Management from 2005 to 2007 and worked as an Investment Analyst at Vinik Asset Management from 2003 to 2005 and at Thomas H.

Lee Partners from 1999 to 2001.

Ciongoli began his career as a Financial Analyst in the Healthcare Investment Banking Group at Goldman, Sachs & Co.

from 1997 to 1999.

Ciongoli also serves as the Chair of the Advisory Board for the James Madison Program in American Ideals and Institutions at Princeton University, and is actively involved in a number of local not-for-profit organizations.

Ciongoli earned a Master in Business Administration degree from Harvard Business School in June 2003 and earned his Bachelor of Arts degree from the Woodrow Wilson School of Public and International Affairs at Princeton University in 1997.

The board of Directors believes that Mr.

Ciongoli is qualified to serve on our board of Directors because of his extensive strategic leadership experience in the pharmaceutical sector.

Landry is 62 years old and has served as a member of our board of directors since August 2025.

Landry served as the Executive Vice President and Chief Financial Officer at Regeneron Pharmaceuticals, Inc., from September 2013 to January 2024.

Prior to his time at Regeneron, Mr.

Landry served from January 1988 to August 2013 as the Senior Vice President, Treasurer, Senior Vice President, Finance, and in other various corporate roles at Pfizer (formerly Wyeth).

Landry started his career at Coopers & Lybrand, now PricewaterhouseCoopers LLP.

Landry also currently serves on the board of directors of Cytokinetics, Inc., a late-stage biopharmaceutical company.

Landry is a Certified Public Accountant in New York (inactive) and attended the University of Notre Dame, where he earned a B.B.A.

in accounting in 1986.

The board of directors believes that Mr.

Landry is qualified to serve on our board of directors because of his extensive financial and leadership experience, in addition to his knowledge of our industry.

Mahony is 61 years old and has served as a member of our board of directors since June 2019 and as Lead Independent Director of our board of directors since December 2023.

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Mahony has served on the board of directors of Assembly Biosciences, Inc.

since December 2017 and on the board of directors of Axsome Therapeutics, Inc.

since October 2023.

since December 2017, on the board of directors of Axsome Therapeutics, Inc.

since October 2023, and on the board of directors of Catalent, Inc.

since February 2025.

She previously served on the board of directors of Horizon Therapeutics Public Limited Company from August 2019 to October 2023 (acquired by Amgen Inc.) and on the board of directors of Vifor Pharma from May 2019 until August 2022 (acquired by CSL Limited).

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Mahony’s extensive experience in management at public pharmaceutical companies, together with her experience serving on the board of directors of public and private companies, our board of directors concluded that she should serve as a director due to our business focus and strategy.

Miller is 54 years old and has served as a member of our board of directors since April 2023.

Miller has been a leader in the biotechnology and pharmaceutical sector for more than 25 years with experience in corporate development, business development and global commercial strategy.

He is an independent commercial and business development consultant for pre-clinical and clinical-stage companies in oncology and rare diseases, and currently serves as Chief Executive Officer of a cell and gene therapy imaging startup venture, spun out from the University of Pennsylvania.

From May 2018 to November 2019, he served as Chief Business Officer of Aro Biotherapeutics, a spin-out of Janssen Pharmaceuticals, leading numerous strategic and operational initiatives including a transformative collaboration with Ionis with potential revenues of up to $1.4 billion.

Miller also previously served as Chief Business Officer of Celator Pharmaceuticals where he led the development of their pipeline and business development strategy, resulting in its acquisition by Jazz Pharmaceuticals in 2016 for cash proceeds of approximately $1.5 billion.

Prior to Celator Pharmaceuticals, Mr.

Miller held a variety of marketing, sales and market access roles with Genentech, Centocor and GSK.

Miller is a member of the Board of Trustees for the Eastern Pennsylvania Chapter of the Leukemia and Lymphoma Society and serves as a mentor for the Villanova School of Business.

He received an M.B.A.

from Villanova University and Bachelor of Arts and Science degree from the University of Delaware.

Miller is NACD Directorship Certified®.

The board of directors believes that Mr.

Miller is qualified to serve on our board of directors because of his extensive experience in the biotechnology and pharmaceutical sector, including experience in corporate development, business development and global commercial strategy.

Neu is 52 years old and has served as a member of our board of directors since March 2020.

Neu is Founder and Chief of Herringbone, a life sciences innovation practice established in January 2022.

Neu is Founder and Chief of Herringbone, a life sciences innovation practice established in February 2022.

Neu is also Co-Founder and Director of QDX Pte.

(established in February 2024), and Co-Founder and Chair of QDX Technologies Pte.

(established in September 2023).

QDX and QDX Technologies work in the area of computational drug discovery.

Ltd., and QDX Technologies Pte.

(which work in the area of computational drug discovery) and XBI

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Biosciences LLC (a therapeutics development company).

Previously, Dr.

Neu was a Partner at Baker Bros.

Advisors LP, a registered investment adviser, where he worked from 2004 until January 2021.

Advisors LP, a registered investment adviser, where he worked from 2004 until 2021.

Neu previously served on the board of directors of IGM Biosciences from 2019 to 2021, Prelude Therapeutics from 2016 to 2021, Idera Pharmaceuticals, Aquinox Pharmaceuticals and XOMA Corporation.

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in Science and Technology from Georgetown University, School of Foreign Service in 1999.

Nodelman has served on the board of Galapagos NV since October 2024 and AnaptysBio since April 2021.

Nodelman has served on the board of Galapagos NV since October 2024, AnaptysBio since April 2021, and Aktis Oncology since March 2021.

He previously served on the board of directors of Prothena Corporation plc from December 2019 to December 2024, Nuvation Bio Inc.

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Nodelman is qualified to serve on our board of directors because of his extensive investment and leadership experience, in addition to his knowledge of our industry.

Scott Platshon

Platshon is 33 years old and has served as a member of our board of directors since February 2024.

Platshon has served as a Partner at EcoR1 Capital since December 2020.

Platshon was also a Principal at EcoR1 Capital from December 2017 to December 2020, and has been with EcoR1 Capital since October 2015.

Prior to joining EcoR1 Capital, Mr.

Platshon served as an analyst at Aquilo Partners, a San Francisco life-sciences investment bank, from September 2014 to September 2015.

Platshon has served on the board of directors of Kumquat Biosciences Inc.

since February 2021 (prior to that he was a board observer since August 2019) and Ajax Therapeutics, Inc.

since May 2021, and previously served on the board of directors of Terremoto Biosciences from October 2023 to December 2024.

Platshon received his B.S.

in Bioengineering from Stanford University.

As previously disclosed, pursuant to the securities purchase agreement with certain institutional accredited investors affiliated with EcoR1 Capital, LLC (collectively, “EcoR1”), we agreed that EcoR1 would have the right to nominate one of its partners as a member of our board of directors, with such nomination right terminating upon the earliest of the effective date of such appointment and January 1, 2026.

Pursuant to this nomination right, Mr.

Platshon was designated by EcoR1 as its nominee for the board of directors’ consideration for appointment to the board of directors and was appointed to the board of directors on February 22, 2024.

The board of directors believes that Mr.

Platshon is qualified to serve on our board of directors because of his extensive investment and leadership experience, in addition to his knowledge of our industry.

Executive Officers

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Kenneth Galbraith

62 Chief Executive Officer, President and Chair of Board of Directors

Leone Patterson

62 Executive Vice President, Chief Business Officer and Chief Financial Officer

63 Chief Executive Officer, President, interim Chief Financial Officer and Chair of Board of Directors

59 Chief Scientific Officer

Jeffrey Smith

65 Chief Medical Officer

Mark Hollywood

57 Executive Vice President and Chief Operating Officer

Sabeen Mekan, M.D.

46 Senior Vice President and Chief Medical Officer

There are no family relationships among any of the directors or executive officers.

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Galbraith, whose biographical information is included above.

Leone Patterson

Patterson joined Zymeworks in September 2024 and serves as our Executive Vice President, Chief Business Officer and Chief Financial Officer.

Patterson served as Chief Financial Officer and Business Officer of Tenaya Therapeutics, Inc.

from June 2021 until August 2024.

Prior to joining Tenaya Therapeutics, Inc., Ms.

Patterson joined Adverum Biotechnologies, Inc., a public clinical-stage gene therapy company, in June 2016 as the Chief Financial Officer and also served as Chief Executive Officer from May 2018 to June 2020, director from October 2018 to June 2020, and President from July 2020 to June 2021.

Patterson has held various senior positions at Diadexus, Inc., Transcept Pharmaceuticals, Inc., NetApp, Inc., Exelixis, Inc., Novartis AG, Chiron (acquired by Novartis AG), and KPMG.

Patterson currently serves on the board of directors and as the chair of the audit committee of Nkarta, Inc., a publicly traded biotechnology company.

She previously served as a member of the board of directors of Eliem Therapeutics, Inc.

from March 2021 to December 2024 and Adverum Biotechnologies, Inc.

from October 2018 to June 2020, both publicly traded biotechnology companies, and as a member of the board of directors of Oxford Biomedica (UK) Limited from March 2023 to December 2024, a publicly traded contract development and manufacturing organization focuses on cell and gene therapy.

Patterson holds a B.S.

in Business Administration and Accounting from Chapman University and an Executive M.B.A.

Mary’s College.

Patterson is also a Certified Public Accountant (inactive status).

Moore joined Zymeworks in July 2022 and serves as our Chief Scientific Officer.

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Prior to joining Zymeworks, Dr.

Moore served as Vice President, Cell Biology, and Immunology

at MacroGenics from April 2008 to July 2022, leading a team of approximately 50 researchers engaged in the discovery, preclinical validation and clinical development of antibody-based therapeutics, including bispecific antibodies and antibody drug conjugates.

Moore served as Vice President, Cell Biology, and Immunology at MacroGenics from April 2008 to July 2022, leading a team of approximately 50 researchers engaged in the discovery, preclinical validation and clinical development of antibody-based therapeutics, including bispecific antibodies and antibody drug conjugates.

Among the portfolio supported by Dr.

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Prior to joining MacroGenics, Dr.

Moore was Director of Cell Biology at Celera from May 2005 to April 2008, where he oversaw research leveraging proteomic-based discoveries to validate novel cancer targets suitable for antibody-based therapeutics.

Moore was Director of Cell Biology at Celera from May 2005 to April 2008, where he oversaw research leveraging proteomic-based discoveries to validate novel cancer targets

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suitable for antibody-based therapeutics.

Moore began his industrial career at Human Genome Sciences (HGS), holding several titles within research culminating in Director of Lead Product Development, where he managed various genomic-based target discovery programs including efforts that led to the discovery, development, approval, and commercialization of Benlysta (belimumab) for the treatment of systemic lupus erythematosus.

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in Molecular Genetics from the University of Glasgow, performed post-doctoral work at the Roche Institute of Molecular Biology in Nutley, New Jersey, and also holds a degree in Biotechnology from the University of Strathclyde.

Jeffrey Smith

Smith joined Zymeworks in January 2023 as Senior Vice President, Early Stage Development and was promoted to Executive Vice President and Chief Medical Officer in January 2024.

He is based at our European hub in Dublin, Ireland.

Smith has held many senior positions within the pharmaceutical industry.

Previously, Dr.

Smith served as the Managing Director of Alder Biopharmaceuticals Inc.

in Dublin, Ireland from March 2017 to October 2019, and as Senior Vice President, Translational Medicine at Alder Biopharmaceuticals Inc.

in Seattle, USA from 2012 to March 2017.

Smith was responsible for the clinical development (phase I - III) of eptinezumab (anti-CGRP antibody for migraine) and clazakizumab (anti-IL-6 antibody for rheumatoid arthritis and cancer cachexia).

Smith was also a founder of Alder Biopharmaceuticals Inc.

(founded 2004).

Smith received his M.B.

from the University of London, UK and is a Fellow of the Royal College of Physicians in London.

Although we have not adopted specific targets for women and other diverse candidates in executive positions, the board of directors has always considered diversity as an important aspect of its decision making when recommending appointments for individuals to serve as executive officers.

Mark Hollywood

Hollywood joined Zymeworks in March 2019 as Senior Vice President, Technical and Manufacturing Operations, was promoted to Executive Vice President and Head of Technical and Manufacturing Operations in January 2023, and became our Executive Vice President and Chief Operating Officer in January 2026.

Hollywood has over 25 years of experience in the biopharmaceutical industry, most recently as Vice President and Head of ZymoGenetics (a Bristol-Myers Squibb company), where he oversaw biologics development, manufacturing, quality, and supply chain operations.

He joined ZymoGenetics in 2010 and led technical operations for a portfolio of clinical and commercial products, and was responsible for building and managing a multi-host drug substance manufacturing facility.

Hollywood has a wealth of experience in operations management, having held positions of increasing responsibility in process science, manufacturing, quality, and regulatory compliance at organizations including Amgen, Dendreon and Centeon (a Rhone-Poulenc Rorer and Hoescht company).

Hollywood has a Bachelor of Science degree in Biological Sciences from Western Illinois University.

Mekan joined Zymeworks in April 2025 as Senior Vice President of Clinical Development.

Mekan was promoted to Senior Vice President and Chief Medical Officer in February 2026.

Mekan previously served as Executive Director, Global Development Lead for the lung and gastrointestinal cancer franchises with Gilead Sciences based in the U.S.

Prior to Gilead, she was the Senior Medical Director, Oncology R&D at Daiichi Sankyo U.S.

responsible as global clinical development lead for two antibody-drug conjugates.

She began her pharmaceutical career as a Medical Director with Bristol-Myers Squibb with a focus on immune-oncology.

Before joining the pharmaceutical industry, she served as an Assistant Professor at Hofstra North Shore LIJ School of Medicine and Attending Hematologist/Oncologist at North Shore Long Island Jewish Hospital in New York City.

Mekan completed her residency in Internal Medicine at the University of Cincinnati, OH, and a fellowship in Hematology and Oncology at the Staten Island University Hospital of Northshore-LIJ Health System (now Northwell Health).

She is board-certified in Internal Medicine, Oncology and Hematology and has authored numerous publications.

Code of Conduct and Ethics

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It also has adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that applies to members of our board of directors, our executive officers and all of our employees.

Several standing committees (audit, compensation, nominating and corporate governance, and research and development) assist our board of directors in carrying out its responsibilities.

Several standing committees (audit, compensation, and nominating and corporate governance) assist our board of directors in carrying out its responsibilities.

Each standing committee operates under a written charter adopted by our board of directors.

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Our audit committee currently consists of Mr.

Ciongoli and Mr.

Campoy serves as the chair of our audit committee.

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Campoy and Mr.

Cox is an “audit committee financial expert” as that term is defined in the rules and regulations established by the SEC, and possesses financial sophistication, as defined under the rules of the Nasdaq Global Select Market.

Landry is an “audit committee financial expert” as that term is defined in the rules and regulations established by the SEC, and possesses financial sophistication, as defined under the rules of the Nasdaq Global Select Market.

The members of our audit committee are “independent” for audit committee purposes, as that term is defined in the rules of the SEC and the applicable Nasdaq rules, and have sufficient knowledge in financial and auditing matters to serve on the audit committee.

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The principal purposes of our audit committee are to:

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• periodically review and discuss with management, the adequacy and effectiveness of the Company’s cybersecurity, information and technology security, and data protection programs, procedures and policies;

• review and monitor compliance with our Code of Conduct;

• review, approve and monitor related party transactions involving directors, executive officers or beneficial owners of more than 5% of any class of our voting securities;

• review, with the Company’s counsel, on a regular basis, any reports of whistleblowing, including all reports made to the Company’s anonymous and confidential helpline pursuant to our Whistleblower Policy;

• prepare the report required by SEC rules to be included in our proxy statement for the annual meeting of stockholders, and for performing other duties and responsibilities as are enumerated in or consistent with the audit committee’s charter.

• prepare the audit committee report required by SEC rules to be included in our proxy statement for the annual meeting of stockholders, and perform other duties and responsibilities as are enumerated in or consistent with the audit committee’s charter.

Our board of directors has established a written charter setting forth the purpose, composition, authority and responsibility of our audit committee, consistent with the rules of Nasdaq and the SEC, a current copy of which is available on our website at www.zymeworks.com .

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Both our independent auditors and internal financial personnel regularly meet privately with the audit committee and have unrestricted access to this committee.

Our audit committee held four meetings during the year ended December 31, 2024 .

Our audit committee held five meetings during the year ended December 31, 2025 .

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires that our directors and executive officers, and persons who own more than 10% of our common stock, file reports of ownership and changes in ownership with the SEC.

Based on our review of such filings and written representations from certain reporting persons, we believe that during the fiscal year ended December 31, 2024, all directors, executive officers and greater than 10% stockholders complied with all Section 16(a) filing requirements applicable to them, with the exception of the Form 4 due December 23, 2024 but filed by EcoR1 Capital, LLC on December 26, 2024.

Based on our review of such filings and written representations from certain reporting persons, we believe that during the fiscal year ended December 31, 2025, all directors, executive officers and greater than 10% stockholders complied with all Section 16(a) filing requirements applicable to them.

Insider Trading Policy

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

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Executive Compensation

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The named executive officers for 2025 are:

• Kenneth Galbraith, Chief Executive Officer, President and Chair of the Board of Directors;

• Leone Patterson, Executive Vice President, Chief Business Officer and Chief Financial Officer;

• Paul Moore, Ph.D., Chief Scientific Officer.

• Kenneth Galbraith, our Chief Executive Officer, President, Chair of the Board of Directors and interim Chief Financial Officer;

Moore, Ph.D., our Chief Scientific Officer;

• Jeffrey Smith, M.D., our former Executive Vice President and Chief Medical Officer.

This discussion contains forward-looking statements that are based on our current plans, considerations, expectations and projections regarding future compensation programs.

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Our next advisory vote on named executive officer compensation will be held at our 2026 annual general meeting.

The compensation committee reviewed the advisory vote results in the context of our overall compensation philosophy and programs, and based on the level of support, determined that no significant changes to our compensation policies and programs were necessary.

The compensation committee will continue to consider the results from future stockholder advisory votes on named executive officer compensation and other relevant market developments affecting named executive officer compensation in order to determine whether any subsequent changes to our named executive officer compensation programs and policies would be warranted to reflect any stockholder concerns reflected in those advisory votes or to address market developments.

The compensation committee will continue to consider the results from future stockholder advisory votes on named executive officer compensation and other relevant market developments affecting named executive officer compensation to determine whether any subsequent changes to our named executive officer compensation programs and policies would be warranted to reflect any stockholder concerns reflected in those advisory votes or to address market developments.

We frequently engage in stockholder outreach and discuss a wide range of topics, including discussions regarding compensation-related matters.

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• align the interests of executive officers with our stockholders’ interests and with the execution of our business strategy;

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• motivate and reward our executive officers through competitive pay practices and an appropriate mix of short- and long-term incentives;

• evaluate and reward executive performance on the basis of achievement of program development goals and key financial measurements which we believe closely correlate to long-term stockholder value;

• tie compensation awards directly to program development goals and key financial measurements with evaluations based on achieving and overachieving predetermined objectives.

• evaluate and reward executive performance on the basis of achievement of corporate goals and key financial measurements which we believe closely correlate to long-term stockholder value;

• tie compensation awards directly to corporate goals and key financial measurements with evaluations based on achieving and overachieving predetermined objectives.

Role of the Compensation Committee

During 2025, the compensation committee’s work included the following:

• Competitive Compensation Review – The compensation committee reviewed compensation practices and policies with respect to our executives against Zymeworks’ peer group of companies (as further described below), in order to allow

us to place our compensation practices for these positions in a market context.

This reference exercise included a review of base salary, total cash compensation and total direct compensation.

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Independent Compensation Consultant

In 2024, the compensation committee retained the Human Capital Solutions practice at Aon plc, as an independent consultant to the compensation committee to conduct competitive reviews and assessments of Zymeworks’ executive compensation program and recommend go-forward strategies.

In 2025, the compensation committee retained the Talent Solutions practice at Aon plc, as an independent consultant to the compensation committee to conduct competitive reviews and assessments of Zymeworks’ executive compensation program and recommend go-forward strategies.

The compensation committee made the decision to retain Aon in its sole discretion and was directly responsible for the appointment, compensation and oversight of Aon’s work.

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In addition to Aon’s services related to determining or recommending the amount or form of executive and non-employee director compensation, management has engaged Aon to perform unrelated broad-based compensation services and risk brokerage services (which included global risk in Canada and the United States).

In 2024, fees paid to Aon for these unrelated broad-based compensation and risk brokerage services did not exceed $120,000 in the aggregate.

In 2025, fees paid to Aon for these unrelated

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broad-based compensation and risk brokerage services did not exceed $120,000 in the aggregate.

The compensation committee was informed about these services.

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In September 2024, with assistance from Aon, the compensation committee approved a peer group consisting of publicly traded, pre-commercial biopharmaceutical companies:

• with an emphasis on oncology companies and a focus on companies in Phase 2 and Phase 3 clinical trials;

• with an emphasis on developmental stage companies with Phase 3 clinical trials and companies with pending new drug applications (“NDAs”) or BLAs;

• with market capitalizations generally between $200 million and $2.0 billion (based on the Company’s then-current 30-day average market capitalization of approximately $744 million);

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Based on these criteria, in September 2024, the compensation committee approved the following peer group set forth below and used this peer group to inform compensation decisions for 2025 :

Adaptimmune Therapeutics plc Gossamer Bio, Inc.

REGENXBIO Inc.

Alector, Inc.

IGM Biosciences, Inc.

Relay Therapeutics

AnaptysBio, Inc.

Iteos Therapeutics (1)

Repare Therapeutics Inc.

Atara Biotherapeutics, Inc.

Kura Oncology, Inc.

IGM Biosciences, Inc.

Replimune Group, Inc.

Bicycle Therapeutics (1)

MacroGenics, Inc.

Arcus Biosciences (1)

Sutro Biopharma, Inc.

Bicycle Therapeutics

Iteos Therapeutics

Syndax Pharmaceuticals (1)

C4 Therapeutics

Mersana Therapeutics, Inc.

Kura Oncology, Inc.

Cogent Biosciences

NGM Biopharmaceuticals, Inc.

MacroGenics, Inc.

Cullinan Therapeutics (1)

REGENXBIO Inc.

________________________

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The following companies were deleted from the peer group approved in September 2024:

CytomX Therapeutics, Inc., Jounce Therapeutics, Inc., Poseida Therapeutics, Inc., Precision Biosciences and Silverback Therapeutics, Inc.

Adaptimmune Therapeutics plc, Atara Biotherapeutics, Inc., Gossamer Bio, Inc., Mersana Therapeutics, Inc., NGM Biopharmaceuticals, Inc.

and Repare Therapeutics Inc.

Our compensation committee uses comparative data from our peer group as a reference when setting and adjusting executive compensation, but it does not target our overall program or any particular element of compensation to be at a particular percentile compared to our peers.

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• annual cash bonuses based on a comparison of corporate performance to pre-set goals and objectives;

• long-term incentives, which in 2024, consisted of grants of stock options and restricted stock units.

• long-term incentives, which in 2025, consisted of grants of stock options and time-based restricted stock units.

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In making 2025 compensation decisions, our compensation committee believed that each component of executive compensation must be evaluated and determined with reference to competitive market data, individual and Company-wide performance, our recruiting and retention goals, internal equity and consistency, and other information it deems relevant.

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In determining whether to increase the base salary for a particular executive, our compensation committee in discussions with our Chief Executive Officer (for executives other than the Chief Executive Officer) considers a variety of factors, including performance, length of service and criticality of role.

The determination of

base salary affects the amount of an executive’s cash bonus.

The determination of base salary affects the amount of an executive’s cash bonus.

The table below shows the base salaries of our named executive officers for 2025:

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Kenneth Galbraith, Chief Executive Officer, President and Chair of Board of Directors (1)

Leone Patterson, Executive Vice President, Chief Business Officer and Chief Financial Officer (2)

Paul Moore, Chief Scientific Officer

Moore, Chief Scientific Officer

Jeffrey Smith, Former Chief Medical Officer (2)

________________________

Galbraith served as our President, Chief Executive Officer and Chair of our board of directors throughout 2024.

Galbraith also served as our interim Chief Financial Officer, principal financial officer and principal accounting officer from March 31, 2024 until September 1, 2024.

Patterson has served as our Executive Vice President, Chief Business Officer and Chief Financial Officer since September 1, 2024.

Galbraith has also served as our interim Chief Financial Officer, principal financial officer and principal accounting officer since January 2026.

Smith retired from his position as our Executive Vice President and Chief Medical Officer effective January 31, 2026.

The cash bonus component is designed to provide our named executive officers with annual cash incentive awards based on achievement of certain goals and objectives.

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In addition, we occasionally provide sign-on bonuses to newly hired executives in order to induce them to join the Company.

To this end, the Company provided Ms.

Patterson with a $50,000 sign-on bonus, which is subject to repayment in full if, prior to September 1, 2025, Ms.

Patterson voluntarily leaves the Company for any reason or is terminated by us for cause (as defined in her employment agreement with us).

Annual cash incentive compensation for our named executive officers is paid pursuant to the Company’s Executive Incentive Compensation Plan, which provides the compensation committee discretion to make changes to performance targets and bonus targets, to decrease, increase or eliminate bonuses and to change other terms and conditions related to annual incentive compensation, in each case as the compensation committee deems appropriate to meet the overarching retention and incentive goals associated with our executive bonus program.

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The compensation committee set annual target bonuses for each of Mr.

Galbraith and Dr.

Moore in January 2024, and for Ms.

Patterson in July 2024 at the time of her acceptance of the offer to become the Company’s Executive Vice President, Chief Business Officer and Chief Financial Officer, as follows:

Galbraith, Dr.

Moore and Dr.

Smith in January 2025 as follows:

Name and Principal Position 2025 Target Bonus (% of Base Salary)

Kenneth Galbraith, Chief Executive Officer, President and Chair of Board of Directors (1)

Leone Patterson, Executive Vice President, Chief Business Officer and Chief Financial Officer (2)

Paul Moore, Chief Scientific Officer

Moore, Chief Scientific Officer

Jeffrey Smith, Former Chief Medical Officer (2)

________________________

Galbraith served as our President, Chief Executive Officer and Chair of our board of directors throughout 2024.

Galbraith also served as our interim Chief Financial Officer, principal financial officer and principal accounting officer from March 31, 2024 until September 1, 2024.

Patterson’s employment agreement with the Company, Ms.

Patterson was eligible to receive an annual bonus for 2024 that was prorated for the six-month period from July 1, 2024 through December 31, 2024.

Galbraith has also served as our interim Chief Financial Officer since January 2026.

Smith retired from his position as our Executive Vice President and Chief Medical Officer effective January 31, 2026.

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At the beginning of each year, the compensation committee approves, or recommends that the board of directors approve, performance targets that are tied to the level of achievement of corporate and/or individual goals, and the compensation committee approves the weighting assigned to each goal.

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After the end of the year, the compensation committee determines the performance bonus payable to each named executive officer based on the results achieved as compared to the performance targets established for a particular year.

level of achievement, named executive officers may earn up to 150% of their respective target bonuses.

Depending on level of achievement, named executive officers may earn up to 150% of their respective target bonuses.

There is no minimum bonus payable.

2025 Company Corporate Goals and Achievement

In December 2023, the board of directors (with input from members of the compensation committee) approved, and in January 2024, the members of the compensation committee updated, corporate goals for 2024 that were grouped into six main categories:

(i) zanidatamab via the Jazz Partnership, (ii) zanidatamab via the BeiGene Partnership, (iii) early R&D (clinical), (iv) early R&D (preclinical), (v) ADVANCE and (vi) financing and partnerships.

In addition, the leadership team had a seventh stretch goal relating to achievement of standards relating to corporate culture.

In December 2024, the board of directors (with input from members of the compensation committee) approved, and in January 2025, the members of the compensation committee updated, corporate goals for 2025 that were grouped into five main categories:

(i) Ziihera, (ii) Finance and Partnerships, (iii) Clinical Development, (iv) Pre-Clinical Development and (v) Talent.

In January 2026, the compensation committee reviewed our performance against the corporate goals under the 2025 bonus plan, and determined that these goals were achieved at the 87.75% level.

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Key Elements of Goal Target Weight of Goal Assessed Achievement

Zanidatamab via the Jazz Partnership

Receive BLA approval of zanidatamab for the treatment of second-line BTC and recognize corresponding $25 million milestone payment.

1L GEA topline data announced by our partner Jazz

10% for base goals

an additional 7% for stretch goals

Advance clinical trials of zanidatamab, including:

• complete enrollment of HERIZON-GEA-01;

• first patient enrolled in Phase 3 confirmatory trial for zanidatamab in first-line BTC;

• no material disruption to clinical drug supply of zanidatamab for any studies being conducted by Jazz;

• GMP inspection readiness;

• start FDA interactions for a third indication.

Presentation of data.

First commercial sale of zanidatamab for second-line BTC.

Zanidatamab via the BeiGene Partnership

Advance clinical trials of zanidatamab, including:

• no material disruption to clinical drug supply of zanidatamab for any studies being conducted by BeiGene;

• GMP inspection readiness.

Recognition of $20.0 million milestone for late-line BTC in China from our partner BeOne

Finance and Partnerships

Securing additional financing, including through partnerships and other non-dilutive methods, as well as related stretch goals

25% for base goals;

an additional 24.5% for stretch goals

Recognition of revenue.

First commercial sale of zanidatamab for second-line BTC.

Receive approval of zanidatamab for the treatment of second-line BTC outside of China.

Early R&D (clinical)

Clinical Development

Advance various clinical trials of early-stage candidates, including:

• dose escalation cohort completion;

• first patient dosed;

• no material disruption to clinical drug supply.

35% for base goals;

an additional 19% for stretch goals

Successful interactions with U.S.

regulators, including IND submissions for ZW171 and ZW191.

(preclinical)

Goals relating to toxicology studies, including those relating to manufacturing and initiation or completion of non-human primate GLP studies.

(i) dose escalation cohort completion;

(ii) first patient dosed;

(iii) IND approvals;

and (iv) related stretch goals

45% for base goals;

an additional 16.25% for stretch goals

Selection of fifth IND candidate (ZW209).

Goals relating to preclinical development of potential product candidates.

Preclinical Development

Goals relating to:

(i) toxicology studies, including those relating to initiation or completion of non-human primate GLP studies;

(ii) candidate selection;

and (iii) related stretch goals

15% for base goals;

an additional 9% for stretch goals

Financing and Partnership

Securing additional financing, including through non-dilutive methods as well as related stretch goals.

Goals relating to:

(i) employee retention;

and (ii) achievement of standards relating to corporate culture.

5% for base goals

an additional 13.5% for stretch goals

Achievement of standards relating to corporate culture.

Stretch goal up to 10%

100% for base goals;

bonuses capped at 150%

The Company performed well against its 2024 corporate goals with respect to (i) zanidatamab via the Jazz Partnership, (ii) zanidatamab via the BeiGene Partnership, (iii) early R&D (clinical), (iv) early R&D (preclinical), and (v) ADVANCE, as well as its people/corporate culture goal.

The Company did not achieve its 2024 corporate goals with respect to financing and partnerships, given changes in the competitive landscape and financial markets impacting the timing of potential partnerships and financing opportunities.

The Company performed well against its 2025 corporate goals with respect to Ziihera, Clinical Development and Pre-Clinical Development.

The Company did not fully achieve its 2025 corporate goals with respect to Finance and Partnerships, given various factors, including changes in the competitive landscape and financial markets impacting the timing of potential partnerships and financing opportunities.

While the Company performed well in its Talent retention goals, we did not fully meet

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our Talent goals related to maintaining and enhancing our corporate culture and this will be a continued focus for us in the future.

Given the Company’s strong overall performance against its 2025 corporate goals, the compensation committee determined that these goals were achieved at the 87.75% level and approved 2025 bonuses for our named executive officers as follows:

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Kenneth Galbraith, Chief Executive Officer, President and Chair of Board of Directors

Leone Patterson, Executive Vice President, Chief Business Officer and Chief Financial Officer

Paul Moore, Chief Scientific Officer

Moore, Chief Scientific Officer

Jeffrey Smith, Former Chief Medical Officer

________________________

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dollars, and the table above reflects this determination in U.S.

However, the 2024 bonus for Dr.

Moore was paid in Canadian dollars (C$293,251) and the 2024 bonus for Mr.

Galbraith was paid in British pounds (GBP 282,990), in each case based on conversion rates in effect at the time of payment.

Patterson’s employment agreement with the Company, Ms.

Patterson was eligible to receive an annual bonus for 2024 that was prorated for the six-month period from July 1, 2024 through December 31, 2024.

However, the bonus amount for Mr.

Galbraith was paid in British pounds, the bonus amount for Dr.

Moore was paid in Canadian dollars and the bonus amount for Dr.

Smith was paid in Euros.

dollar figures reported in the Summary Compensation Table under the column header titled “Non-Equity Incentive Plan Compensation” vary from the figures in the table above due to the impact of foreign currency conversions.

For additional information on foreign currency conversion rates, see “ – Summary Compensation Table .”

Long-Term Incentives

Our Amended and Restated Stock Option and Equity Compensation Plan (the “Equity Compensation Plan”) authorizes us to make grants to eligible recipients of stock options, restricted stock, restricted stock units and other share-based awards, to attract, retain, motivate and reward qualified directors and employees and to enable and encourage such directors and employees to acquire shares of common stock as long-term investments.

The Company granted a mix of stock options and restricted stock units to Mr.

Galbraith and Dr.

Moore in January 2024.

The Company granted a mix of stock options and time-based restricted stock units to Mr.

Galbraith, Dr.

Moore and Dr.

Smith in January 2025.

The compensation committee believes this approach aligns the interests of our executives (including those of our named executive officers) with our stockholders’ interests by rewarding for improvements in stock price over a period of time.

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Because stock options only have value if our stock price increases relative to the stock option’s exercise price, we consider them to be an important performance-based tool that encourages our named executive officers to focus on driving increases to stockholder value.

Restricted stock units play an important role in our executive compensation program because they provide some value even during periods of stock price or market volatilities, provide retention incentives during the vesting period, and reinforce a culture of ownership.

Time-based restricted stock units play an important role in our executive compensation program because they provide some value even during periods of stock price or market volatilities, provide retention incentives during the vesting period, and reinforce a culture of ownership.

By granting restricted stock units, the Company can also reduce the dilutive effect of the equity incentive awards in the form of stock options, which benefits our stockholders over time.

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For 2025, we determined that annual grants to Mr.

Galbraith and Dr.

Moore in the form of an approximately 50/50 value mix of stock options and restricted stock units was most appropriate to reflect the continued change in the market and the evolution of our compensation program away from an options-only approach.

Galbraith, Dr.

Moore, and Dr.

Smith based on an approximately 50/50 value mix of stock options and time-based restricted stock units was most appropriate to reflect the continued change in the market and the evolution of our compensation program away from an options-only approach.

The compensation committee evaluates the long-term incentive programs for each year, and the appropriate mix of equity awards to grant to our executive officers for the applicable year.

In future years or for particular executives, the compensation committee may approve a different mix of equity awards if it determines necessary or appropriate to achieve our compensation objectives.

After considering its compensation objectives and negotiations with Ms.

Patterson regarding her joining the Company, the compensation committee approved an initial award of stock options for Ms.

Patterson shortly after her commencement of employment with the Company.

The compensation committee believed that awarding Ms.

Patterson’s initial equity grant solely in the form of options, consistent with its past practice with respect to the hiring of executives, would provide Ms.

Patterson with strong incentives to increase stockholder value, and that given her role as our Chief Business and Financial Officer, this was appropriate for her new hire award.

For 2025, the compensation committee has granted Ms.

Patterson’s annual equity awards in a combination of options and restricted stock units in the same proportions as our other named executive officers, to balance the performance-based incentives of stock options, with the retention, reward and culture of ownership benefits of restricted stock units.

For the stock options, the option exercise price may not be less than the closing price of our common stock on the date of grant.

For the 2024 stock option grants to our named executive officers, 25% of the granted options is scheduled to vest on the first anniversary of grant date (subject to continued service and any applicable acceleration of vesting provisions in their

employment agreements, as described below).

For the 2025 stock option grants to our named executive officers, 25% of the granted options is scheduled to vest on the first anniversary of grant date (subject to continued service and any applicable acceleration of vesting provisions in their employment agreements, as described below).

On the last day of each month thereafter, a further 1/36 th of the total number of remaining granted options is scheduled to vest.

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For the 2025 restricted stock unit grants to Mr.

Galbraith and Dr.

Moore, 1/3 rd of the restricted stock units are scheduled to vest on each anniversary of the grant date (subject to the named executive officer’s continued service and subject to any applicable acceleration provisions in the Equity Compensation Plan or in the named executive officer’s employment agreement).

Galbraith, Dr.

Moore and Dr.

Smith, 1/3 rd of the restricted stock units are scheduled to vest on each anniversary of the grant date (subject to the named executive officer’s continued service and subject to any applicable acceleration provisions in the Equity Compensation Plan or in the named executive officer’s employment agreement).

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The following table shows information regarding stock option and restricted stock unit grants to each of our named executive officers made during the year ended December 31, 2025:

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288,000 13.22 2,366,565

Leone Patterson

79,000 13.22 649,162

Jeffrey Smith

79,000 13.22 649,162

53,000 — — 700,660

________________________

(1) Restricted stock units vest in three equal annual installments beginning on January 10, 2026, subject to the recipient’s continued service through each vesting date and any applicable acceleration of vesting provisions described under the section below entitled “ Executive Employment Arrangements and Potential Payments upon Termination or Change in Control .”

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(4) The amounts set forth in this column reflect the grant date fair value for restricted stock unit awards and stock option awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation.

See Note 2 to the “ Notes to Consolidated Financial Statements – Summary of Significant Accounting Policies – Stock-Based Compensation ” and Note 10(f) “ Notes to Consolidated Financial Statements – Stockholders’ Equity – Stock-Based Compensation ” included in this Annual Report on Form 10-K for our year ended December 31, 2024.

See Note 2 - “ Notes to Consolidated Financial Statements – Summary of Significant Accounting Policies – Stock-Based Compensation ” and Note 10(e) - “ Notes to Consolidated Financial Statements – Stockholders’ Equity – Stock-Based Compensation ” included in this Annual Report on Form 10-K for our year ended December 31, 2025.

Previous grants are taken into account when considering new option and restricted stock unit grants, as well as other factors such as market data, retention and incentive considerations, internal equity, Company performance and prior and expected future individual contributions.

Decisions regarding long-term incentives do not affect decisions regarding other components of compensation.

In January 2026, the compensation committee recommended, and our board of directors approved, certain changes to our equity compensation mix to further enhance the direct alignment of executive compensation with stockholders’ interests.

These changes included adding performance RSUs to the continuing named executive officers’ compensation to focus executives on long-term value creation through the achievement of stock price performance.

The vesting of the performance-based RSU is based upon achievement of performance conditions tied to certain cumulative total stockholder return goals, and certain total stockholder return goals relative to companies in the Nasdaq Biotech Index over a three-year performance period, and which generally require the executive officer’s continued service to us through the three-year period.

In addition, we revised the vesting schedule of 2026 time-based RSU grants to a four-year schedule, with 25% of the RSUs vesting on each anniversary of the grant date, which strengthens the retention power of our equity program.

Benefits and Perquisites

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However, we do provide certain perquisites to our named executive officers in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make them more efficient and effective, and for recruitment and retention purposes.

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In addition, consistent with our philosophy regarding personal benefits, and as further described in “ Executive Compensation –Executive Employment Arrangements and Potential Payments upon Termination or Change in Control, ” to encourage and facilitate Dr.

Moore’s relocation to Canada, we provide him with certain reimbursements for relocation expenses, as well as a gross-up to make sure such payments are tax neutral to him, tax equalization payments to neutralize any increase in his taxes as a result of his relocation, and tax preparation assistance for two years following his relocation.

In addition, prior to Dr.

Moore’s relocation to Canada in 2023, we provided certain housing benefits to him to facilitate his ability to spend time at our Vancouver location.

Moore’s relocation to Canada, we provide him with tax equalization payments to neutralize any increase in his taxes as a result of his relocation, and tax preparation assistance for two years following his relocation.

The compensation committee believes these benefits were appropriate to enable a smooth relocation for Dr.

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We believe the level of severance and change in control benefits provided is appropriate and is necessary to attract and retain key employees.

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Summary Compensation Table

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Name and Principal Position Year Salary

Bonus ($) (1)

Option Awards

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2024 654,833 2,112,000 1,985,672 361,652 378,000 (8)

Leone Patterson, Exec.

VP, Chief Business Officer & CFO (7)

Moore, CSO (5)

2025 495,834 700,660 649,162 194,579 307,955 (9)

Paul Moore, CSO (9)

2024 494,683 633,600 595,702 214,102 48,716 (10)

Jeffrey Smith , Former Chief Medical Officer (6)

2025 488,196 700,660 649,162 183,488 29,292 (11)

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(1) Salary, bonus, non-equity incentive plan compensation (cash bonus with respect to corporate goal achievement) and amounts in the “All Other Compensation” column for all named executive officers are determined in U.S.

However, 2024 cash compensation amounts, and a portion of 2023 cash compensation amounts, for Dr.

However, cash compensation amounts for Mr.

Galbraith were paid in British pounds and have been converted to U.S.

dollars for the purposes of the table.

For 2025 and 2024 the U.S.

dollar per British pound exchange rates used for such conversions were 1.3180 and 1.2780, based on the average annual Bank of Canada exchange rates for U.S.

dollar and British pound for 2025 and 2024, respectively.

Cash compensation amounts for Dr.

Moore were paid in Canadian dollars and have been converted to U.S.

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dollar per Canadian dollar exchange rates used for such conversions were 0.7155 and 0.7301, which were the average annual Bank of Canada exchange rates for 2025 and 2024, respectively.

Cash compensation amounts for Mr.

Galbraith were paid in British pounds and have been converted to U.S.

Cash compensation amounts for Dr.

Smith were paid in Euros and have been converted to U.S.

dollars for the purposes of the table.

For 2024 and 2023 the U.S.

dollar per British pound exchange rates used for such conversions were 1.2780 and 1.2437, which were the average annual Bank of Canada exchange rates for 2024 and 2023, respectively.

For 2025, the U.S.

dollar per Euro exchange rate used for the conversions was 1.1292, based on the average annual Bank of Canada exchange rates for U.S.

dollar and Euro for 2025.

(2) The amounts set forth in these columns reflect the aggregate grant date fair value for restricted stock unit awards and option awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation.

See Note 2 to the “Notes to Consolidated Financial Statements – Summary of Significant Accounting Policies – Stock-Based Compensation” and Note 10(f) “Notes to Consolidated Financial Statements – Shareholders’ Equity – Stock-Based Compensation” included in this Annual Report on Form 10-K for our year ended December 31, 2024.

See Note 2 - “Notes to Consolidated Financial Statements – Summary of Significant Accounting Policies – Stock-Based Compensation” and Note 10(e) - “Notes to Consolidated Financial Statements – Shareholders’ Equity – Stock-Based Compensation” included in this Annual Report on Form 10-K for our year ended December 31, 2025.

(3) The amounts reflect the dollar value of incentive bonuses paid in 2026 and 2025 for performance during 2025 and 2024, respectively, as discussed further above under “ Executive Compensation – Components of Compensation Package – Cash Bonus .”

Galbraith has served as our Chief Executive Officer and Chair of our board of directors since January 2022.

In addition, Mr.

Galbraith has served as our President since June 2023 and previously served as our President from January 2022 to August 2022.

Galbraith also served as our interim Chief Financial Officer, principal financial officer and principal accounting officer from March 31, 2024 until September 1, 2024.

(5) Of the total amount for 2024, (i) $53,969 represents accommodation benefits, (ii) $6,390 represents Company contributions to a defined contribution pension plan, (iii) $14,516 represents private health insurance premiums, (iv) $701 represents life insurance premiums through our group ex tended benefit plan, (v) $30,853 represents airfare for immediate family members in accordance with the terms of Mr.

Galbraith’s employment agreement, (vi) $30,000 represents an estimated tax equalization payment (which includes $16,000 for estimated tax gross-up) in connection with taxation attributable to the performance of work outside the UK, and (vii) $3,030 represents reimbursement for tax preparation services.

(6) Of the total amount for 2023, (i) $53,260 represents accommodation benefits, (ii) $6,547 represents Company contributions to a defined contribution pension plan, (iii) $746 represents life insurance premiums through our group extended benefit plan, (iv) $17,593 represents airfare for immediate family members in accordance with the terms of Mr.

Galbraith’s employment agreement, and (v) $11,000 represents an estimated tax equalization payment (which includes $6,000 for estimated tax gross-up) in connection with taxation attributable to the performance of work outside the UK.

Patterson has served as our Executive Vice President, Chief Business Officer and Chief Financial Officer since September 1, 2024.

In 2024, she received a $50,000 sign-on bonus and options to purchase 360,000 shares of common stock.

(8) Represents Company contributions of $6,063 to our 401(k) plan.

Galbraith has also served as our interim Chief Financial Officer since January 2026.

Moore has served as our Chief Scientific Officer since July 2022.

Smith retired from his position as our Executive Vice President and Chief Medical Officer effective January 31, 2026.

(7) Of the total amount for 2025, (i) $54,477 represents accommodation benefits, (ii) $6,590 represents Company contributions to a defined contribution pension plan, (iii) $789 represents life insurance premiums through our group extended benefit plan, (iv) $14,223 represents airfare for immediate family members in accordance with the terms of Mr.

Galbraith’s employment agreement, (v) $621,582 represents an est imated tax gross-up in connection with taxation attributable to the performance of work outside the UK, and (vi) $12,960 represents reimbursement for tax prep aration services.

(8) Of the total amount for 2024, (i) $53,969 represents accommodation benefits, (ii) $6,390 represents Company contributions to a defined contribution pension plan, (iii) $14,516 represents private health insurance premiums, (iv) $701 represents life insurance premiums through our group extended benefit plan, (v) $30,853 represents airfare for immediate family members in accordance with the terms of Mr.

Galbraith’s employment agreement, ( vi) $268,541 represents an estimated tax gross-up in connection with taxation attributable to the performance of work outside the UK, a nd (vii) $3,030 represents reimbursement for tax preparation services.

(9) Of the total amount for 2025, (i) $307,079 represents a tax equalization payment (which includes $164,287 for estimated tax gross-up) for 2024 paid in 2025, and (ii) $876 represents life insurance premiums through our group extended benefit plan.

(10) Of the total amount for 2024, (i) $44,283 represents a tax equalization payment for 2023 paid in 2024, and (ii) $4,433 represents life insurance premiums through our group extended benefit plan.

(11) Of the total amount for 2023, (i) $41,496 represents accommodation benefits (which benefits ceased in connection with Dr.

Moore's relocation to Vancouver in 2023), (ii) $163,115 represents relocation expenses (which includes $77,334 for tax gross-up), (iii) $19,800 represents Company contributions to our 401(k) plan, and (iv) $351 represents life insurance premiums through our group extended benefit plan.

(11) This represents pension contributions.

Clawback Policy

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This policy provides for the non-discretionary recovery of excess incentive-based compensation from current and former executive officers in the event of an accounting restatement, whether or not the executive officer was at fault for the restatement, in accordance with the SEC and Nasdaq requirements.

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In addition, as a public company subject to Section 304 of the Sarbanes-Oxley Act of 2002, if we are required to prepare an accounting restatement due to our material noncompliance, as a result of misconduct, with any financial reporting requirement under the securities laws, our Chief Executive Officer and Chief Financial Officer may be legally required to reimburse us for any bonus or incentive-based or equity-based compensation they received from us during the 12-month period following the first public issuance or filing with the SEC of the financial document incorporating such financial reporting requirement, as well as profits realized from the sale of securities during that 12-month period.

Stock Ownership Guidelines

In September 2025, the board of directors adopted stock ownership guidelines for the Company’s non-management directors (other than those representing or affiliated with greater than ten percent stockholders) (the “Outside Director Stock Ownership Guidelines”).

In December 2025, the board of directors adopted stock ownership guidelines for the Company’s executive officers (the “Executive Officer Stock Ownership Guidelines” and, together with the Outside Director Stock Ownership Guidelines, the “Stock Ownership Guidelines”).

The purpose of the Stock Ownership Guidelines is to further align the interests of the Company’s leadership with the long-term interests of stockholders and further promote the Company’s commitment to sound corporate governance.

The Outside Director Stock Ownership Guidelines require covered directors in office at the time of its adoption to achieve beneficial ownership of at least 10,000 shares of common stock by September 2028 (the “Target Director Ownership”).

The board of directors set the Target Director Ownership as a reasonable ownership position in light of the directors’ cash compensation and the then-current value of the Company’s common stock.

The compensation committee will review the Target Director Ownership from time to time and, for directors who subsequently join the board of directors, set the applicable ownership target to be achieved within three years from their election or appointment.

Cherry is the only director currently serving who was not on the board of directors at the time of adoption of the Outside Director Stock Ownership Guidelines.

He is required to achieve beneficial ownership of at least 10,000 shares by January 2029.

The Executive Officer Stock Ownership Guidelines require the covered executives to achieve beneficial ownership of at least (i) for the CEO, 100,000 shares of common stock, and (ii) for all other executive officers, 25,000 shares of common stock, in each case, by December 2028 (the “Target Executive Officer Ownership”).

The board of directors set the Target Executive Officer Ownership as a reasonable ownership position in light of the executives’ cash compensation and the then-current value of the Company’s common stock.

The compensation committee will review the Target Executive Officer Ownership from time to time and, for new executives, confirm the applicable beneficial ownership target to be achieved within three years from the time of their appointment.

Hollywood became an executive officer in January 2026 and Dr.

Mekan became an executive officer in February 2026;

they are required to achieve beneficial ownership of at least 25,000 shares by January 2029 and February 2029, respectively.

Directors and executive officers subject to the Stock Ownership Guidelines are expected to retain all shares received (net of shares withheld or sold to cover tax withholding obligations, if any) pursuant to their service as directors or executive officers, as applicable, until the Target Ownership is achieved.

In determining beneficial ownership, the Stock Ownership Guidelines take into account the following:

(i) shares owned outright, including shares owned jointly with a spouse/domestic partner or separately by a spouse/domestic partner and/or children that share such director’s or executive officer’s, as applicable, household;

and (ii) shares owned through trusts or entities owned and controlled by, or for the benefit of, such director or executive officer, as applicable, or his or her spouse/domestic partner and/or children that share such director’s or executive officer’s, as applicable, household.

Vested or unvested stock options and unvested restricted stock units, whether time-based or performance-based, will not be included in the determination of beneficial ownership.

The compensation committee has responsibility for the management and interpretation of the Stock Ownership Guidelines and for ensuring compliance with its terms.

The compensation committee may also amend, defer or waive compliance for specific participants, or amend or terminate the Stock Ownership Guidelines as a whole.

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Outstanding Equity Awards at 2025 Year End

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1/10/2025 — 288,000 13.22 1/9/2035 — —

Leone Patterson

1/10/2025 — — — — 192,000 5,055,360

Paul Moore 7/18/2022 125,000 75,000 5.82 7/17/2032 — —

7/18/2022 175,000 25,000 5.82 7/17/2032 — —

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1/5/2024 — — — — 40,000 1,053,200

1/10/2025 — 79,000 13.22 1/9/2035 — —

1/10/2025 — — — — 53,000 1,395,490

Jeffrey Smith

1/5/2023 141,000 47,000 8.00 1/4/2033 — —

1/5/2024 45,000 45,000 10.56 1/4/2034 — —

1/5/2024 — — — — 40,000 1,053,200

1/10/2025 — 79,000 13.22 1/9/2035 — —

1/10/2025 — — — — 53,000 1,395,490

________________________

(1) Options vest and become exercisable with respect to (i) 25% of the underlying shares one year after the grant date and (ii) the remainder of the underlying shares in 36 equal monthly installments following the first anniversary of the date of grant, subject to the optionee’s continued service through each vesting date and any applicable acceleration of vesting provisions described under the section below entitled “ Executive Employment Arrangements and Potential Payments upon Termination or Change in Control .”

(2) Unless otherwise noted, restricted stock units vest in three equal annual installments on each of the first, second, and third anniversaries of the date of grant, subject to the holder’s continued service through each vesting date and any applicable acceleration of vesting provisions described under the section below entitled “ Executive Employment Arrangements and Potential Payments upon Termination or Change in Control .”

(3) Market value of restricted stock units that have not vested is based on the closing price of the Company’s common shares on Nasdaq on December 31, 2024, which was $14.64 per share.

(4) These restricted stock units vest on the third anniversary of the date of grant, subject to the holder’s continued service.

Pursuant to the terms of Mr.

Galbraith’s grant agreement with respect to these restricted stock units, (i) if Mr.

Galbraith’s employment is terminated by the Company without cause, 100% of the restricted stock units will fully vest, and (ii) if on or within twelve months following a change of control (as defined in Mr.

Galbraith’s employment agreement) or within three months prior to a change of control, Mr.

Galbraith’s employment with the Company terminates due to his resignation for good reason, 100% of the restricted stock units will fully vest, in each case of (i) and (ii) subject to Mr.

Galbraith having entered into a valid and enforceable settlement agreement with the Company on terms satisfactory to the

These restricted stock units also are subject to the applicable acceleration of vesting provisions described for Mr.

Galbraith under the section below entitled “ Executive Employment Arrangements and Potential Payments upon Termination or Change in Control .”

(2) Restricted stock units vest in three equal annual installments on each of the first, second, and third anniversaries of the date of grant, subject to the holder’s continued service through each vesting date and any applicable acceleration of vesting provisions described under the section below entitled “ Executive Employment Arrangements and Potential Payments upon Termination or Change in Control .”

(3) Market value of restricted stock units that have not vested is based on the closing price of the Company’s common stock on Nasdaq on December 31, 2025, which was $26.33 per share.

Pension Benefits

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We match employee contributions to the group RRSP up to 6.0% of annual salary.

Generally, company matching contributions will not exceed 50% of the maximum annual RRSP dollar limit as specified by the Canada Revenue Agency in any given year.

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Our executive officers resident in the United States are eligible, along with all other U.S.-based employees, to participate in a 401(k) matching program.

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We match employee contributions to a GPP plan up to 6.0% of annual salary.

Generally, company matching contributions will not exceed 50% of the maximum annual plan dollar limit set by His Majesty’s Revenue and Customs, or HMRC, in any given year.

Personal Retirement Savings Account

Our executive officers resident in Ireland are eligible, along with all other employees resident in Ireland, to participate in our Personal Retirement Savings Account (“PRSA”) matching program.

Under this program, we match the amount contributed by each employee into a PRSA, up to a pre-determined percentage of annual salary.

We match employee contributions to a PRSA up to 6.0% of annual salary.

Non-qualified Deferred Compensation

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• An annual base salary of $600,000, with eligibility to earn an annual discretionary bonus of up to 60% of his annual base salary, based upon the achievement of certain Company goals determined by the board of directors.

Galbraith’s current annual base salary is $655,000 and his target annual discretionary bonus remains at 60% of his annual base salary;

Galbraith’s current annual base salary is $655,000 and his target annual discretionary bonus for 2026 is 75% of his annual base salary;

• Options, which were granted to Mr.

Galbraith in 2022, to purchase 500,000 of our common shares at an exercise price per share equal to the fair market value on the date of grant (the “Inducement Options”).

Galbraith in 2022, to purchase 500,000 shares of our common stock at an exercise price per share equal to the fair market value on the date of grant (the “Inducement Options”).

25% of the Inducement Options vest and become exercisable on the one-year anniversary of the date of grant, and thereafter 1/36th of the remaining Inducement Options will vest on the last day of each month, until all of the Inducement Options have vested, subject to Mr.

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• Eligibility to participate in our employee benefit plans, policies and arrangements that, in the aggregate, are reasonably consistent with other executive officers generally, as well as reimbursement for certain fees and costs related to membership in certain professional associations and professional development;

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• Enrollment in a qualifying pension scheme under the UK Pensions Act 2008;

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• Reimbursement of reasonable travel and living expenses when traveling from his home to Vancouver, British Columbia or Seattle, Washington for his employment duties, as well as reimbursement or Company payment for reasonable airfare and lodging expenses for Mr.

Galbraith and his immediate family for one trip per calendar year to Vancouver, British Columbia or Seattle, Washington, as applicable (under the Original Agreement, this related to trips that occurred prior to the end of 2023 under the Original Agreement, and under the First Amendment, to trips that occurred prior to the end of 2024);

Galbraith and his immediate family for one trip per calendar year to Vancouver, British Columbia or Seattle, Washington, as applicable (under the Original Agreement, this related to trips that occurred prior to the end of 2023, and under the First Amendment, to trips that occurred prior to the end of 2024);

• A tax equalization payment if Mr.

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Galbraith not to solicit our employees or consultants to terminate their relationship with us while he is employed by us and for up to one year following the termination of his employment with us.

On March 31, 2024, Mr.

Galbraith was appointed interim Chief Financial Officer and continued in his roles as Chair of the board of directors, President and Chief Executive Officer and assumed the duties of principal financial officer and principal accounting officer, without any changes to his compensatory arrangements.

In January 2026, Ms.

Leone Patterson ceased to serve in the positions of Executive Vice President, Chief Business Officer and Chief Financial Officer , including as principal financial officer and principal accounting officer.

In connection with Ms.

Patterson’s start date, Mr.

Galbraith resigned from the positions of interim Chief Financial Officer and as principal financial officer and principal accounting officer of the Company, effective September 1, 2024.

Patterson’s separation, Mr.

Galbraith was appointed interim Chief Financial Officer and continued in his roles as Chair of the Board, President and Chief Executive Officer and assumed the duties of principal financial officer and principal accounting

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The compensatory and other material terms of Mr.

Galbraith’s employment with the Company were unchanged in connection with his appointment and subsequent resignation as interim Chief Financial Officer, principal financial officer and principal accounting officer.

Leone Patterson .

On July 19, 2024, our subsidiary ZBI entered into an employment agreement with Ms.

Patterson, which became effective September 1, 2024, setting forth the terms and conditions of her employment as Executive Vice President, Chief Business Officer and Chief Financial Officer of the Company (the “Patterson Employment Agreement”).

The Patterson Employment Agreement does not have a stated term.

Pursuant to the Patterson Employment Agreement, Ms.

Patterson is entitled to the following compensation and benefits:

• An annual base salary of $485,000, with eligibility to earn an annual discretionary bonus of up to 45% of her annual base salary, based upon the achievement of certain Company goals determined by the board of directors.

With respect to 2024, Ms.

Patterson was eligible to receive a pro-rated bonus for the six-month period from July 1, 2024 through December 31, 2024;

• Eligibility to participate in Company employee benefit plans, policies and arrangements, as well as reimbursement for certain fees and costs related to membership in certain professional associations and professional development;

• Signing bonus of $50,000, which will be repayable in full to ZBI within 30 days of Ms.

Patterson’s employment termination date if her employment is terminated for Cause (as defined in the Patterson Employment Agreement) or by Ms.

Patterson for any reason, in either case, within one year of the effective date of the Patterson Employment Agreement;

• Options, which were granted to Ms.

Patterson in 2024, to purchase 360,000 of our common shares at an exercise price per share equal to the fair market value on the date of grant.

25% of the Options vest and become exercisable on the one-year anniversary of the date of grant, and thereafter 1/36th of the remaining Options will vest on the last day of each month, until all of the Options have vested, subject to Ms.

Patterson’s continued service through the applicable vesting date;

• If we terminate Ms.

Patterson’s employment without cause during her first three years of employment, then Ms.

Patterson will be eligible to receive twelve months of notice or the equivalent of twelve months of base salary as of the date notice is given, or any combination thereof that totals twelve months of combined notice and base salary.

Commencing in the fourth year of her employment, if we terminate Ms.

Patterson’s employment without cause, Ms.

Patterson will be eligible to receive an additional one month of notice or the equivalent of one month of base salary as of the date notice is given, or any combination thereof, for each additional completed year of service, up to a total maximum of eighteen months.

Patterson will also be eligible for continuation of group health and dental benefits through the applicable notice period to the extent permitted by any applicable benefit plan.

Such payments will be subject to Ms.

Patterson entering into a valid separation and release agreement with us;

Patterson’s employment is terminated by us without cause on or within twelve months following a change of control (as defined in the Patterson Employment Agreement), Ms.

Patterson will be eligible to receive as severance (x) eighteen months continued base salary following termination, (y) group extended health and dental benefits as of the date of termination for eighteen months, and (z) full vesting acceleration of all unvested and outstanding stock options or other equity grants as of the date of termination.

Such payments will be subject to Ms.

Patterson entering into a valid separation and release agreement with us.

In addition, if any of the payments or benefits provided for under the Patterson Employment Agreement employment agreement or otherwise payable to Ms.

Patterson would constitute “parachute payments” within the meaning of Section 280G of the Code and would be subject to the related excise tax, she would be entitled to receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax,

whichever results in the greater amount of after-tax benefits to her.

The Patterson Employment Agreement does not require us to provide any tax gross-up payments to her.

Galbraith’s employment with the Company were unchanged in connection with his appointment as interim Chief Financial Officer, principal financial officer and principal accounting officer.

On July 18, 2022, the Company and our subsidiary ZBI entered into an employment agreement with Dr.

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• Provision of tax preparation support or reimbursement of up to $5,000 per year for additional tax preparation expenses of Dr.

Moore for a period of two years from his July 18, 2022 start date.

Moore for a period of two years from his relocation to the Vancouver, British Columbia metropolitan area.

• If we terminate Dr.

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Moore would constitute “parachute payments” within the meaning of Section 280G of the Code and would be subject to the related excise tax, he would be entitled to receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever

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results in the greater amount of after-tax benefits to him.

The Moore Employment Agreement does not require us to provide any tax gross-up payments to him.

Jeffrey Smith .

Smith’s retirement, Dr.

Smith was subject to an employment agreement with our subsidiary Zymeworks Pharmaceuticals Limited dated January 3, 2023 (the “Smith Employment Agreement”).

The Smith Employment Agreement set forth the terms and conditions of his employment as our then Senior Vice President, Early-Stage Development.

Smith was subsequently promoted to Executive Vice President and Chief Medical Officer in January 2024.

The Smith Employment Agreement did not have a stated term.

Effective January 31, 2026, Dr.

Smith retired from his position as Executive Vice President and Chief Medical Officer of the Company and his employment terminated effective January 31, 2026.

In January 2026, Dr.

Smith entered into a severance agreement (the “Smith Severance Agreement”) and a consultancy agreement (the “Smith Consultancy Agreement”), each described in greater detail below.

The Smith Employment Agreement provided for the following compensation and benefits to Dr.

• An annual base salary of $425,000, with eligibility to earn an annual discretionary bonus of up to 35% of his annual base salary, based upon the achievement of certain Company goals determined by the board of directors.

With respect to 2025, Dr.

Smith’s annual base salary was $485,000 and he was eligible to earn a discretionary bonus of up to 45% of his annual base salary;

• Eligibility to participate in Company employee benefit plans, policies and arrangements;

• An annual contribution of €2,500 towards Dr.

Smith’s membership in a health insurance program;

• In the event of termination of Dr.

Smith’s employment without cause during his first three years of employment, then Dr.

Smith would be eligible to receive twelve months of notice or the equivalent of nine month’s base salary plus three months’ notice as of the date notice is given, or any combination thereof that totals twelve months of combined notice and base salary.

Commencing in the fourth year of his employment, in the event of termination of Dr.

Smith’s employment without cause, Dr.

Smith would have been eligible to receive an additional one month of notice or the equivalent of one month of base salary as of the date notice is given, or any combination thereof, for each additional completed year of service, up to a total maximum of fifteen months plus three months’ notice.

Any such payments would have been subject to Dr.

Smith entering into a valid separation and release agreement with us;

• In the event of termination of Dr.

Smith’s employment by us without cause on or within twelve months following a change of control (as defined in the Smith Employment Agreement), Dr.

Smith would be eligible to receive as severance (x) eighteen months continued base salary following termination, or the equivalent of fifteen months of base salary plus three months’ notice, and (y) full vesting acceleration of all unvested and outstanding stock options or other equity grants as of the date of termination.

Any such payments would have been subject to Dr.

Smith entering into a valid separation and release agreement with us.

On January 6, 2026, Zymeworks Pharmaceuticals Limited and Dr.

Smith entered into the Smith Severance Agreement providing for a release of claims by Dr.

Smith in exchange for certain benefits, including continued payment of Dr.

Smith’s current base salary for twelve months following his termination date.

On January 31, 2026, Zymeworks Pharmaceuticals Limited and Dr.

Smith entered into the Smith Consultancy Agreement, providing for Dr.

Smith’s receipt of a retainer fee equal to $10,000 per month (exclusive of any value added tax) in exchange for up to fifteen hours per month of services as an outside advisor on strategic planning and guidance.

Smith will also be entitled to continued vesting of his equity awards during the term of the Consultancy Agreement per the pre-existing terms of such equity awards.

The Smith Consultancy Agreement will terminate on January 31, 2027 unless earlier terminated pursuant to its terms.

Chief Financial Officer Employment Arrangements

Leone Patterson .

Patterson’s separation from employment with us, Ms.

Patterson was subject to an employment agreement with our subsidiary ZBI dated July 19, 2024 and effective September 1, 2024 (the “Patterson Employment Agreement”).

The Patterson Employment Agreement set forth the terms and conditions of her employment as Executive Vice President, Chief Business Officer and Chief Financial Officer of the Company and did not have a stated term.

In January 2026, Ms.

Patterson was removed from her position as Executive Vice President, Chief Business Officer and Chief Financial Officer of the Company and her employment was terminated without cause effective January 31, 2026.

Patterson and ZBI entered into a separation agreement and release (the “Patterson Separation Agreement”) on February 1, 2026 that contained a release of claims in favor of the Company and requires Ms.

Patterson’s compliance with certain ongoing covenants, and which provides Ms.

Patterson with the severance and payments described under the Patterson Employment Agreement that apply in connection with a termination without cause, as described in greater detail below.

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The Patterson Employment Agreement provided for the following compensation and benefits for Ms.

• Signing bonus of $50,000, which would have been repayable in full to ZBI within 30 days of Ms.

Patterson’s employment termination date if her employment had been terminated for Cause (as defined in the Patterson Employment Agreement) or by Ms.

Patterson for any reason, in either case, within one year of the effective date of the Patterson Employment Agreement;

• Options, which were granted to Ms.

Patterson in 2024, to purchase 360,000 shares of our common stock at an exercise price per share equal to the fair market value on the date of grant.

25% of the Options vested and become exercisable on the one-year anniversary of the date of grant, and thereafter 1/36th of the remaining Options vested on the last day of each month, until Ms.

Patterson’s separation;

• In the event of termination of Ms.

Patterson’s employment without cause during her first three years of employment, then Ms.

Patterson would be eligible to receive twelve months of notice or the equivalent of twelve months of base salary as of the date notice is given, or any combination thereof that totals twelve months of combined notice and base salary.

Commencing in the fourth year of her employment, in the event of termination of Ms.

Patterson’s employment without cause, Ms.

Patterson would have been eligible to receive an additional one month of notice or the equivalent of one month of base salary as of the date notice is given, or any combination thereof, for each additional completed year of service, up to a total maximum of eighteen months.

Patterson also became eligible for continuation of group health and dental benefits through the applicable notice period to the extent permitted by any applicable benefit plan.

Any such payments would have been subject to Ms.

Patterson entering into a valid separation and release agreement with us;

• In the event of termination of Ms.

Patterson’s employment by us without cause on or within twelve months following a change of control (as defined in the Patterson Employment Agreement), Ms.

Patterson would be eligible to receive as severance (x) eighteen months continued base salary following termination, (y) group extended health and dental benefits as of the date of termination for eighteen months, and (z) full vesting acceleration of all unvested and outstanding stock options or other equity grants as of the date of termination.

Any such payments would have been subject to Ms.

Patterson entering into a valid separation and release agreement with us.

In addition, if any of the payments or benefits provided for under the Patterson Employment Agreement or otherwise payable to Ms.

Patterson would constitute “parachute payments” within the meaning of Section 280G of the Code and would be subject to the related excise tax, she would have been entitled to receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to her.

The Patterson Employment Agreement did not require us to provide any tax gross-up payments to her.

On February 1, 2026, ZBI an d Ms.

Patterson entered into the Patterson Separation Agreement providing for severance payments and benefits consistent with the terms of the Patterson Employment Agreement, in exchange for a release of claims by Ms.

Patterson and compliance with certain ongoing covenants, including:

• Continued payment of Ms.

Patterson’s current base salary for twelve months following her separation date;

• Reimbursement of premiums for continued group health coverage under COBRA for twelve months following the separation date, or until Ms.

Patterson obtains health insurance coverage through another employer.

Equity Compensation Plan Information

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If the option holders do not sell their options to the purchaser, such options will terminate upon completion of the substantial sale.

Under our Equity Compensation Plan and our Inducement Plan, in connection with a change of control (as defined in the applicable plan), our board of directors or the committee to which our board of directors has delegated authority to administer the applicable plan (either, the “Administrator”) has the right to provide for the conversion or exchange of any outstanding awards into or for options, rights or other securities in any entity participating in or resulting from a change of control, cash or other property.

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the applicable plan (either, the “Administrator”) has the right to provide for the conversion or exchange of any outstanding awards into or for options, rights or other securities in any entity participating in or resulting from a change of control, cash or other property.

If we enter into an agreement for a transaction that, if completed, would result in a change of control, or otherwise become aware of a pending change of control, we will give written notice to the award holders regarding the potential change of control and a description of the effect of the change of control on outstanding awards at least seven (7) days prior to the closing of change of control.

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We have never granted stock appreciation rights to any employees or other service providers.

During fiscal year 2024, the Company awarded options to certain of our named executive officers in the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a report on Form 8-K that disclosed material nonpublic information, and ending one business day after such filing or furnishing.

The following table provides information concerning each such award:

Name Grant Date Number of Securities Underlying the Award

Exercise Price of the Award ($/Sh)

Grant Date Fair Value of the Award ($) (1)

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

Kenneth Galbraith 1/5/2024 300,000 10.56 1,985,672 ( 1.03 )%

Paul Moore 1/5/2024 90,000 10.56 595,702 ( 1.03 )%

________________________

(1) The amounts set forth in this column reflect the aggregate grant date fair value for option awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation.

See Note 2 to the “Notes to Consolidated Financial Statements – Summary of Significant Accounting Policies – Stock-Based Compensation” and Note 10(f) “Notes to Consolidated Financial Statements – Shareholders’ Equity – Stock-Based Compensation” included in this Annual Report on Form 10-K for our year ended December 31, 2024.

Director Compensation Table

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Galbraith, whose compensation is provided in the Summary Compensation Table above) for the year ended December 31, 2025.

Nodelman is not included in the table below as he did not join the board of directors until 2025.

We do not currently have director compensation in the form of share-based awards (other than stock options), non-equity incentive plan compensation or non-qualified deferred compensation.

Cherry is not included in the table as he did not become a director until January 2026.

We do not currently have director compensation in the form of share-based awards (other than stock options and restricted stock units), non-equity incentive plan compensation or non-qualified deferred compensation.

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Fees Earned or Paid in Cash ($) Option Awards

($) (1)(2)(3)

All Other Compensation Total

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51,875 — — 51,875

Cox 50,000 241,472 — 291,472

22,500 463,154 485,654

33,333 — — 33,333

Nancy Davidson (6)

50,417 174,474 — 224,891

Neil Gallagher (6)

50,417 227,743 — 278,160

Kenneth Hillan (5)

463,154 — 485,237

Susan Mahony 80,000 — — 80,000

Miller 60,000 (10)

49,129 — 104,129

1 unchanged sentence

53,750 — — 53,750

Oleg Nodelman (10)

Scott Platshon (11)

________________________

See Note 2 to the “ Notes to Consolidated Financial Statements – Summary of Significant Accounting Policies – Stock-Based Compensation ” and Note 10(f) “ Notes to Consolidated Financial Statements – Stockholders’ Equity Stock-Based Compensation ” included in this Annual Report on Form 10-K for our year ended December 31, 2024.

(2) As of December 31, 2024, directors held the following number of options to purchase Company common shares:

(1) For directors Gregory A.

Ciongoli and Robert E.

Landry, the amounts set forth in this column reflect the aggregate grant date fair value for option awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation.

See Note 2 - “ Notes to Consolidated Financial Statements – Summary of Significant Accounting Policies – Stock-Based Compensation ” and Note 10(e) - “ Notes to Consolidated Financial Statements – Stockholders’ Equity Stock-Based Compensation ” included in this Annual Report on Form 10-K for our year ended December 31, 2025.

(2) As of December 31, 2025, directors and former directors held the following number of options to purchase Company common shares:

Campoy, 118,000;

Cesano, 105,000;

Ciongoli, 62,000;

Cox, 133,500;

Davidson, 105,000;

Gallagher, 105,000;

Hillan, 93,675;

Gallagher, nil;

Landry, 62,000;

Mahony, 141,000;

Miller, 118,000;

Neu, 102,000;

Platshon, nil;

Renton, 121,425.

Cesano joined the Company’s board of directors in February 2024.

Gallagher joined the Company’s board of directors in April 2024.

Hillan ceased serving on the Company’s board of directors in February 2024.

Nodelman, nil;

and (xii) Mr.

Platshon, 167,000.

Platshon also holds 111,111 restricted stock units.

Platshon ’ s options and restricted stock units were granted pursuant to the Platshon Employment Agreement described under Item 13, “Certain Relationships and Related Transactions and Director Independence – Certain Relationships and Related Transactions.”

(3) The Company made annual awards under the Company’s Amended and Restated Director Compensation Policy (discussed below) in January 2026.

Due to the date in which they were made, these awards are not reported in this table and will be reported as compensation in 2026.

Ciongoli joined the Company’s board of directors effective August 10, 2025.

Cox resigned from the Company’s board of directors effective August 9, 2025.

(6) In November 2025, Dr.

Nancy Davidson, Dr.

Neil Gallagher, and Mr.

Derek Miller submitted their resignations from their positions as members of our board of directors, including from any committee thereof, effective as of November 6, 2025.

In recognition of their valuable service, the board of directors accelerated 28,778 option awards held by Dr.

Davidson, 34,495 option awards held by Dr.

Gallagher and 8,334 option awards held by Mr.

Under ASC Topic 718, the acceleration was treated as a modification of the terms of outstanding option awards.

The “Option Awards” column includes the incremental fair value of the modified award equal to $174,474, $227,743 and $49,129, for Dr.

Davidson, Dr.

Gallagher and Mr.

Miller respectively, computed as of the modification date, compared with the fair value of the award immediately prior to the modification, computed in accordance with ASC Topic 718.

Landry joined the Company’s board of directors effective August 10, 2025.

(8) Due to a clerical error, in 2024 Mr.

Miller received $417 more than he was entitled to under the Company’s non-employee director compensation policy.

This inadvertent overpayment was subsequently corrected by withholding such overpaid amounts from the amounts he was owed for service as a director in 2025.

Neu joined the Company’s board of directors in March 2020.

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Neu’s employment by Baker Brothers Advisors LP, the options granted to him in 2020 were, and will continue to be, beneficially owned by Baker Bros.

Platshon joined the Company’s board of directors in February 2024.

Nodelman joined the Company’s board of directors in February 2025.

Nodelman waived his entitlement to cash and equity compensation otherwise payable to him pursuant to the Company’s non-employee director compensation policy.

Platshon waived his entitlement to cash and equity compensation otherwise payable to him pursuant to the Company’s non-employee director compensation policy.

Renton ceased serving on the Company’s board of directors in December 2024.

(9) Due to a clerical error, Dr.

Hillan received $2,667 less than he was entitled to under the Company’s non-employee director compensation policy.

This inadvertent underpayment will be corrected by paying Dr.

Hillan the outstanding amount owed to him.

(10) Due to a clerical error, Mr.

Miller received $417 more than he was entitled to under the Company’s non-employee director compensation policy.

This inadvertent overpayment will be corrected by withholding such overpaid amounts from the amounts he will be owed for service as a director in 2025.

Platshon resigned from the Company’s board of directors effective November 16, 2025.

Following his resignation, Mr.

Platshon was appointed Acting Chief Investment Officer of the Company.

The terms of his employment are described under Item 13, “Certain Relationships and Related Transactions and Director Independence – Certain Relationships and Related Transactions.

Director Compensation

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The compensation committee will make recommendations to our board of directors with respect to changes to our approach to director compensation as it considers appropriate.

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From time to time, the compensation committee works with Aon to update prior competitive assessments of our board of director compensation program.

In November 2023, the compensation committee worked with Aon to again update prior competitive assessments of our board of director compensation program.

Based on these findings, in November 2023, the compensation committee recommended certain changes to the non-employee director compensation program.

In December 2023, the board of directors approved, following its annual assessment of the director compensation program and including its consideration of the input and recommendations from the compensation committee, the following changes to the cash and equity compensation of non-employee directors (as amended, the “Amended and Restated Director Compensation Policy”), which changes adjust the director compensation program to more closely align with the non-employee director compensation practices of the Company’s peer group:

• The annual cash retainer fee for service as a member of the board of directors and for service as lead independent director was maintained at the 2023 level at $40,000 and $65,000, respectively.

• Beginning January 1, 2024, the annual cash retainer fee for service as chair of the audit committee was increased from $15,000 to $20,000, the annual cash retainer fee for service as a member of the audit committee was increased from $7,500 to $10,000, the annual cash retainer fee for service as chair of the compensation committee was increased from $12,000 to $15,000, the annual cash retainer fee for service as a member of the compensation committee was increased from $6,000 to $7,500, the annual cash retainer fee for service as chair of the nominating and corporate governance committee was increased from $8,500 to $10,000, the annual cash retainer fee for service as a member of the nominating and corporate governance committee was increased from $4,250 to $5,000.The annual cash retainer fee for service as chair of the research and development committee was maintained at $15,000 and the annual cash retainer fee for service as a member of the research and development committee was maintained at $6,000;

• Effective immediately, the initial option grants for new non-employee directors, to be granted on or about the time of the director joining the board of directors, were increased from options to purchase 50,000 shares of Company common stock to options to purchase 74,000 shares of Company common stock, with the vesting schedule remaining as 1/36th of the shares subject to the option vesting on each monthly anniversary of the grant date, subject to the director’s continued service;

• Effective immediately, the annual equity grant to continuing non-employee directors, to be granted at or about the time of our annual meeting of stockholders, was increased from options to purchase 25,000 shares of Company common stock to 37,000 shares, with the vesting schedule remaining 100% of the shares subject to the option vesting on the date of the next year’s annual meeting of stockholders, subject to the optionee’s continued service through such date.

In December 2024, the board of directors, upon advice from its independent compensation consultants and recommendation from the compensation committee following its annual assessment of the board of directors’ compensation program, approved the following changes to the cash and equity compensation of non-employee directors, which changes adjust the board of directors’ compensation program to more closely align with the non-employee director compensation practices of the Company’s peer group.

• Beginning January 1, 2025, the annual cash retainer fee for service as a member of the research and development committee will be increased from $6,000 to $7,500 with all other annual cash retainers for the Board and its committees remaining unchanged;

• Effective immediately, the initial option grants for any new non-employee directors, to be granted on or about the time of the director joining the Board, was reduced from options to purchase 74,000 shares of Company common stock to options to purchase 62,000 shares of Company common stock, with the vesting schedule remaining as 1/36th of the

shares subject to the option vesting on each monthly anniversary of the grant date, subject to the optionee’s continued service;

• Effective immediately, the annual equity grant to continuing non-employee directors, to be granted at or about the time of the Company’s annual meeting of stockholders, was reduced from options to purchase 37,000 shares of Company common stock to options to purchase 31,000 shares of Company common stock, with the vesting schedule remaining 100% of the shares subject to the option vesting on the date of the next year’s annual meeting of stockholders, subject to the optionee’s continued service through such date.

Following the recommendation of the compensation committee, the board of directors also determined to not implement stock ownership guidelines at this time.

No other changes to board of director compensation were made for 2024.

Board Annual Assessment of Non-Employee Director Compensation

In December 2024, the board of directors, upon advice from its independent compensation consultants and recommendation from the compensation committee following its annual assessment of the board of directors’ compensation program, approved certain changes to the cash and equity compensation of non-employee directors, which changes adjust the board of directors’ compensation program to more closely align with the non-employee director compensation practices of the Company’s peer group as described below.

In September 2025, the board of directors adopted stock ownership guidelines for our non-management directors (other than those representing or affiliated with greater than ten percent stockholders).

The Stock Ownership Guidelines are discussed above under “– Stock Ownership Guidelines .”

In January 2026, the board of directors, upon advice from its independent compensation consultants and recommendation from the compensation committee following its annual assessment of the board of directors’ compensation program, approved certain changes to the cash and equity compensation of non-employee directors, to adjust the board of directors’ compensation program to further align with the non-employee director compensation practices of the Company’s peer group at that time.

Cash Compensation for Directors

In 2024, we provided the below annual cash retainer fees for service on our board of directors and committees.

Beginning January 1, 2025, the annual cash retainer fee for service as a member of the research and development committee was increased from $6,000 to $7,500, with all other annual cash retainers for the board of directors and its committees remaining unchanged.

Beginning January 1, 2026, the annual cash retainer fee for service on the board of directors increased from $40,000 to $45,000 and the additional annual cash retainer fee for service as Lead Independent Director increased from $25,000 to $30,000.

Specifically, in 2025, we provided, and for 2026, we provide the below annual cash retainer fees for service on our board of directors and committees.

The fees for service on committees are in addition to the annual retainer fees for service on the board of directors.

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Research and Development Committee:

Cash retainer fees were amended in December 2024 as discussed above.

________________________

(1) The research and development committee was dissolved in November 2025.

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Equity Compensation for Directors

Beginning December 2024, new non-employee directors will be granted an initial option grant to purchase 62,000 shares of common stock, to be granted on or about the time such director joins the board of directors, with a vesting schedule of 1/36th of the options vesting on each monthly anniversary of the grant date, subject to the optionee’s continued service through such date.

In addition, non-employee directors will be granted an annual option grant to purchase 31,000 shares of common stock, to be granted at or about the time of the Company’s annual meeting of stockholders, with a vesting schedule of 100% of the options vesting on the date of the next year’s annual meeting of stockholders, subject to the optionee’s continued service through such date.

Pursuant to amendments approved by the board of directors in December 2024, upon cessation of a non-employee director’s continued service, each outstanding stock option held by such director is subject to (i) pro rata acceleration of vesting of options granted as annual equity awards in connection with the 2024 annual meeting of stockholders for directors departing after the 2024 annual meeting of stockholders, but at or before our 2025 annual meeting of stockholders, with the pro rata acceleration

determined based on the number of full or partial months served as a non-employee director on and after the 2024 annual meeting of stockholders date.

In addition, the post-termination exercise period for vested options held by departing directors is extended to three years following the director’s cessation of service (or, if earlier, upon the expiration of the option).

In 2025, new non-employee directors were granted an initial option grant to purchase 62,000 shares of common stock, (reduced from 2024 levels, which provided for options to purchase 74,000 shares) on or about the time such director joined the board of directors, with the same vesting schedule as in place for 2024 new non-employee director initial options, of 1/36th of the options vesting on each monthly anniversary of the grant date, subject to the optionee’s continued service through such date.

No annual option grants were made to non-employee directors during 2025.

Prior to changes made in January 2026, non-employee directors were also entitled to receive an annual option grant to purchase 31,000 shares of common stock (reduced from 2024 levels, which provided for options to purchase 37,000 shares), to be granted at or about the time of the Company’s annual meeting of stockholders, with the same vesting schedule as in place for 2024 continuing non-employee director annual options, of 100% of the options vesting on the date of the next year’s annual meeting of stockholders, subject to the optionee’s continued service through such date.

However, as the Company’s annual meeting of stockholders took place on December 30, 2025, the non-employee directors did not receive these grants and instead received annual grants in January 2026 pursuant to the revised formulation described below.

Pursuant to amendments approved by the board of directors in December 2024, upon cessation of a non-employee director’s continued service in 2025, each outstanding stock option held by such director was subject to (i) pro rata acceleration of vesting of options granted as annual equity awards in connection with the 2024 annual meeting of stockholders for directors departing after the 2024 annual meeting of stockholders, but at or before our 2025 annual meeting of stockholders, with the pro rata acceleration determined based on the number of full or partial months served as a non-employee director on and after the 2024 annual meeting of stockholders date.

In addition, the post-termination exercise period for vested options held by such departing directors was extended to three years following the director’s cessation of service (or, if earlier, upon the expiration of the option or pursuant to the change of control, liquidation, dissolution, merger or similar provisions of the equity plan under which the option was granted).

Further, in November 2025, in connection with the then-pending resignations from the board of directors by Drs.

Davidson and Gallagher and Mr.

Miller, the board of directors approved the acceleration of vesting of the remaining unvested portions of their initial option grants, which had been granted in December 2023, April 2024 and April 2023, respectively.

The post-termination exercise period of these options was also extended to three years following the director’s cessation of service (or, if earlier, upon the expiration of the option or pursuant to the change of control, liquidation, dissolution, merger or similar provisions of the equity plan under which the option was granted).

Beginning January 2026, new non-employee directors will be granted, on or about the time such director joins the board of directors, an initial equity award consisting of (A) an option grant to purchase 23,000 shares of common stock, with a vesting schedule of 1/36th of the total shares of common stock underlying such option vesting on each monthly anniversary of the grant date, subject to the non-employee director’s continued service through the applicable vesting date, and (B) a grant of 15,400 restricted stock units with a vesting schedule of 1/3 of the restricted stock units vesting on each annual anniversary of the grant date, subject to the non-employee director’s continued service through the applicable vesting date.

This represents a change from the approach in 2025, during which new non-employee directors were entitled to an initial option to purchase 62,000 shares of Company common stock, as described above.

In addition, in January 2026, non-employee directors were granted an annual equity award consisting of (A) an option grant to purchase 11,500 shares of common stock, with a vesting schedule of 100% of the total shares of common stock underlying such option vesting on the one-year anniversary of the grant date, subject to the non-employee director’s continued service through the applicable vesting date;

and (B) a grant of 7,700 restricted stock units with a vesting schedule of 100% of the restricted stock units vesting on the one-year anniversary of the grant date, subject to the non-employee director’s continued service through the applicable vesting date.

This represents a change from the approach in place for 2025, which had provided for an annual option to purchase 31,000 shares of Company common stock;

as described above, non-employee directors did not receive any annual grants in 2025 and instead received equity awards in January 2026 as described in this paragraph.

In adopting the changes for non-employee director grants, beginning in January 2026, our compensation committee worked with its independent compensation consultant to assess the appropriate market data comparison, mix of equity award types, the number of shares underlying equity awards for both new and continuing non-employee directors, and the other terms and conditions applicable to such awards.

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The post-termination exercise period for vested options held by departing directors is three years following the director’s cessation of service (or, if earlier, upon the expiration of the option).

Expense Reimbursement

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________________________

(1) Includes restricted stock units.

(1) Includes 1,947,584 restricted stock units under the Equity Compensation Plan.

(2) Does not include restricted stock units, which do not have an exercise price.

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Our Inducement Plan was adopted by our board of directors in January 2022, and was amended and restated in October 2022 and July 2024.

The Inducement Plan was adopted without stockholder approval pursuant to the NYSE listing rules related to inducement plans, which were the rules applicable at the time of the initial adoption of the Inducement Plan, and which are substantially similar to the Nasdaq rules related to inducement plans that currently apply to the Inducement Plan.

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substantially similar to the Nasdaq rules related to inducement plans that currently apply to the Inducement Plan.

The Inducement Plan allows for the grant of options, restricted stock, restricted stock units and other share-based awards.

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22,970,388 (1)

Morgan Stanley

31.15% 30.92%

Redmile Group, LLC

Rubric Capital Management LP

5,750,000 (2)

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3,938,641 (3)

BlackRock, Inc.

3,923,328 (6)

Rubric Capital Management LP

3,917,331 (7)

Directors and Named Executive Officers:

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Alessandra Cesano

Nancy Davidson

Kenneth Galbraith

Neil Gallagher 24,666 (13)

1,160,280 (8)

Oleg Nodelman

22,970,388 (13)

Scott Platshon

Leone Patterson

31.15% 30.92%

Jeffrey Smith

All Directors, Executive Officers:

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† Percentage of total voting power represents voting power with respect to all outstanding shares of our common stock and the voting rights of the Exchangeable Shares exercised via the share of our special voting preferred stock, as a single class.

Each holder of our common stock is entitled to one vote per outstanding share, and each holder of an Exchangeable Share is entitled to voting rights equivalent to one vote per Exchangeable Share on all matters submitted to our stockholders for a vote.

Each holder of our common stock

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is entitled to one vote per outstanding share, and each holder of an Exchangeable Share is entitled to voting rights equivalent to one vote per Exchangeable Share on all matters submitted to our stockholders for a vote.

The common stock and the special voting preferred stock (exercising the voting rights of the Exchangeable Shares) vote together as a single class on all matters submitted to a vote of our stockholders, except as may otherwise be required by our certificate of incorporation or bylaws.

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(“Capital Fund”).

In addition, Qualified Fund holds 4,818,462 shares of common stock issuable upon the exercise of pre-funded warrants and Capital Fund holds 268,059 shares of common stock issuable upon the exercise of pre-funded warrants.

Qualified Fund, Capital Fund and other private investment funds managed by EcoR1 Capital, LLC (collectively, “EcoR1”) are prohibited from exercising such pre-funded warrants, if as a result of such exercise, EcoR1 would beneficially own more than 19.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise.

EcoR1 is managed by EcoR1 Capital, LLC (“EcoR1 LLC”).

Qualified Fund, Capital Fund and other private investment funds are managed by EcoR1 Capital, LLC (“EcoR1 LLC” and, collectively with Qualified Fund, Capital Fund and such other private investment funds, “EcoR1”).

Oleg Nodelman, the manager of EcoR1 LLC, has shared voting control and investment discretion over the securities reported herein that are held by EcoR1.

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The address of these entities and this individual is 357 Tehama Street #3, San Francisco, California 94103.

Nodelman and Scott Platshon, a Partner of EcoR1, are members of the board of directors of the Company.

(2) In December 2023, the Company entered into a securities purchase agreement with funds affiliated with EcoR1 for the sale of an aggregate of 5,086,521 pre-funded warrants to purchase 5,086,521 shares of common stock, $0.00001 par value per share, in a private placement.

Each pre-funded warrant will be exercisable at an exercise price equal to $0.0001 per share, subject to adjustments as provided under the terms of the pre-funded warrant and will be exercisable at any time on or after the closing date, subject to a post-exercise beneficial ownership limitation of 19.99%.

For purposes of calculating the Percentage of Shares Beneficially Owned and the Total Voting Percentage, the calculations do not include the 5,086,521 pre-funded warrants to purchase 5,086,521 shares of our common stock.

(3) Based on a Schedule 13G/A filed February 9, 2024, consists of 4,842,464 shares of common stock held by Morgan Stanley as of December 31, 2023.

The address for this entity is 1585 Broadway, New York, NY, 10036.

(4) Based on a Schedule 13G/A filed February 14, 2025, consists of 4,840,463 shares of common stock held as of December 31, 2024 by certain private investment vehicles managed by Redmile Group, LLC, including 3,470,727 shares of common stock held by Redmile Biopharma Investments III, L.P.

(collectively, “Redmile”), and may be deemed beneficially owned by Redmile as investment manager of such private investment vehicles and by Jeremy C.

Green as the principal of Redmile.

The address for this entity is One Letterman Drive

Building D, Suite D3-300, San Francisco, CA 94129, and the address for this individual is c/o Redmile Group LLC, 45 W.

27th Street, Floor 11, New York, NY 10001.

Nodelman is a member of the board of directors of the Company.

(2) Based on a Schedule 13G/A filed February 13, 2026, consists of 5,750,000 shares of common stock held, as of December 31, 2025, by certain investment funds and/or accounts for which Rubric Capital Management LP serves as investment adviser.

The address for this entity is 155 East 44th Street, Suite 1630, New York, NY 10017.

(3) Based on a Schedule 13G/A filed November 14, 2025, consists of 2,045,162 shares of common stock held by Biotechnology Value Fund, L.P.

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managed account, each as of September 30, 2025.

BVF I GP LLC (“BVF GP”), as the general partner of BVF, may be deemed to beneficially own the 2,392,283 shares of common stock beneficially owned by BVF as of September 30, 2024.

BVF II GP LLC (“BVF2 GP”), as the general partner of BVF2, may be deemed to beneficially own the 1,919,991 shares of common stock beneficially owned by BVF2 as of September 30, 2024.

BVF Partners OS Ltd (“Partners OS”), as the general partner of Trading Fund OS, may be deemed to beneficially own the 212,898 shares of common stock beneficially owned by Trading Fund OS as of September 30, 2024.

BVF GP Holdings LLC (“BVF GPH”), as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 4,312,274 shares of common stock beneficially owned in the aggregate by BVF and BVF2 as of September 30, 2024.

BVF Partners L.P.

(“Partners”), as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 4,607,935 shares of common stock beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and, including 82,763 Shares held in certain BVF Partners L.P.

managed account, as of September 30, 2024.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 4,607,935 Shares beneficially owned by Partners as of September 30, 2024.

Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 4,607,935 Shares beneficially owned by BVF Inc.

as of September 30, 2024.

The address for BVF, BVF GP, BVF2, BVF2 GP, BVF PHH, Partners, BVF Inc.

and Mark Lampert is is 44 Montgomery Street, 40th Floor, San Francisco, CA 94104.

The address for Trading Fund OS and Partners OS is PO Box 309 Ugland House, Grand Cayman, KY-1104, Cayman Islands.

(6) Based on a Schedule 13G filed January 29, 2024, consists of 3,923,328 shares of common stock held by BlackRock, Inc., as of December 31, 2023.

The address for this entity is 50 Hudson Yards, New York, NY 10001.

(7) Based on a Schedule 13G filed November 13, 2024, consists of 3,917,331 shares of common stock held, as of September 30, 2024, by certain investment funds and/or accounts for which Rubric Capital Management LP ( “ Rubric Capital ” ) serves as investment adviser.

David Rosen is the Managing Member of Rubric Capital Management GP, LLC, the general partner of Rubric Capital.

The address of each of Rubric Capital and Mr.

Rosen is 155 East 44th Street, Suite 1630, New York, NY 10017.

BVF Partners L.P., as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of BVF Partners OS Ltd., the general partner of Trading Fund OS, may be deemed to beneficially own the 3,938,641 shares of common stock as of September 30, 2025.

The address for this entity is 44 Montgomery Street, 40th Floor, San Francisco, CA 94104.

(4) Consists of 113,833 shares of common stock issuable upon the exercise of options exercisable within 60 days after February 26, 2026.

(5) Consists of 84,444 shares of common stock issuable upon the exercise of options exercisable within 60 days after February 26, 2026.

(10) Consists of 7,500 shares of common stock and 110,000 shares of common stock issuable upon the exercise of options exercisable within 60 days after February 28, 2025.

(6) Consists of 1,916 shares of common stock issuable upon the exercise of options exercisable within 60 days after February 26, 2026.

(7) Consists of 488,500 share of common stock held directly, 5,000 shares of common stock held by 4 Arrows Holdings, LLC, for which Mr.

Ciongoli is the manager, and 13,777 shares of common stock issuable upon the exercise of options exercisable within 60 days after February 26, 2026.

Ciongoli exercises sole voting and dispositive power of the shares held by 4 Arrows Holdings, LLC, and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

(8) Consists of 226,842 shares of common stock and 933,438 shares of common stock issuable upon the exercise of options exercisable within 60 days after February 26, 2026.

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(10) Consists of 141,000 shares of common stock issuable upon the exercise of options exercisable within 60 days after February 26, 2026.

(15) Consists of 70,333 shares of common stock issuable upon the exercise of options exercisable within 60 days after February 28, 2025.

(11) Consists of 48,497 shares of common stock and 325,781 shares of common stock issuable upon the exercise of options exercisable within 60 days after February 26, 2026.

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Neu’s employment by Baker Brothers Advisors LP, options granted to him in 2020 were, and will continue to be, beneficially owned by Baker Bros.

(18) Consists of the shares of common stock and pre-funded warrants described in footnotes 1 and 2 above.

Nodelman joined our Board in February 2025, and disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

Smith is not a named executive officer, but he is a current executive officer.

(13) Consists of the shares of common stock described in footnote 1 above.

Nodelman joined our board of directors in February 2025, and disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

(14) Consists of 26,708 shares of common stock and 228,062 shares of common stock issuable upon the exercise of options exercisable within 60 days after February 26, 2026.

Smith is a named executive officer in this Annual Report on From 10-K, but he is not a current executive officer given that he retired effective January 31, 2026.

Therefore, Dr.

Smith’s ownership is reflected in the total shares beneficially owned by the current executive officers and directors as a group.

Smith’s ownership is not reflected in the total shares beneficially owned by the current executive officers and directors as a group.

Hollywood and Dr.

Mekan are not named executive officers, but they are current executive officers.

Therefore, Mr.

Hollywood’s ownership and Dr.

Mekan’s ownership are reflected in the total shares beneficially owned by the current executive officers and directors as a group.

Certain Relationships and Related Transactions and Director Independence

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Other than as discussed below and the compensation arrangements discussed under “ Executive Compensation – Discussion of Executive Compensation Practices ,” since January 1, 2024, there have not been any transactions to which we are a party, nor are there any proposed transactions to which we would be a party, with related parties and which we are required to disclose pursuant to the rules of the SEC.

On March 16, 2020, we entered into a registration rights agreement with Baker Brothers Life Sciences, L.P.

and 667, L.P., requiring us, upon request delivered by such persons and subject to certain terms and conditions, to register the resale of the shares of our common stock held by them.

Neu, who joined our board of directors in March 2020, served as an employee of Baker Bros.

Advisors L.P., which serves as an investment adviser to Baker Brothers Life Sciences, L.P.

and 667, L.P., until January 2021.

On June 16, 2023, EcoR1 purchased an aggregate of 3,350,000 shares of common stock at $8.12 per share under our at-the-market sales agreement, dated as of November 9, 2022, with Cantor Fitzgerald & Co.

We received gross proceeds of $27.2

million and net cash proceeds of $26.2 million, after underwriting commissions and offering expenses.

EcoR1 beneficially owned more than 5% of our shares of common stock prior to this purchase.

On December 28, 2023, EcoR1 purchased an aggregate of 5,086,521 pre-funded warrants to purchase 5,086,521 shares of our common stock in a private placement.

The per share purchase price for the pre-funded warrants was $9.8299, for an aggregate purchase price of approximately $50 million.

The per share purchase price for the pre-funded warrants was $9.8299, for an aggregate purchase price of $50.0 million.

In connection with the private placement, we entered into a registration rights agreement with EcoR1 requiring us to register the resale of the shares of our common stock issuable upon exercise of the pre-funded warrants.

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EcoR1 beneficially owned more than 5% of our shares of common stock prior to this purchase.

Under the registration rights agreement, we agreed to file a registration statement covering the resale by EcoR1 of their registrable securities upon the earlier of March 15, 2024 and the first business day following the date that we filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

We agreed to use commercially reasonable efforts to cause such registration statement or final prospectus, as applicable, to be declared effective as soon as practicable, but no later than the later of April 29, 2024 and the 123rd calendar day following the closing date, and to keep such registration statement effective for a period that will terminate upon the earliest of (i) the date that all registrable securities covered by such registration statement or final prospectus, as applicable, have been sold, (ii) the date that all registrable securities covered by such registration statement or final prospectus, as applicable, may be sold without the requirement for us to be in compliance with the current public information required under Rule 144 as to such registrable securities and without volume or manner-of-sale restrictions and (iii) two (2) years after the date of the securities purchase agreement.

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registration rights agreement, we agreed to file a registration statement covering the resale by EcoR1 of their registrable securities upon the earlier of March 15, 2024 and the first business day following the date that we filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

The registration statement filed pursuant to the registration rights agreement became automatically effective upon filing on March 7, 2024.

On June 26, 2025, we entered into an amendment to the outstanding pre-funded warrants issued to EcoR1 on December 28, 2023.

Oleg Nodelman, the manager of EcoR1 Capital LLC, is now and was at the time of the amendment a member of our board of directors.

Scott Platshon, a partner at EcoR1 Capital LLC, was at the time of the amendment a member of our board of directors.

The amendment removed the limitation on exercise contained in Section 12 of the pre-funded warrants, which prohibited the exercise of the pre-funded warrants if, after giving effect or immediately prior to such exercise, a purchaser, together with its affiliates and any other persons whose beneficial ownership of shares of our common stock would be aggregated with such purchaser for purposes of Section 13(d) of the Exchange Act, would beneficially own more than 19.99% of the total number of issued and outstanding shares of our common stock or voting power following such exercise.

On June 26, 2025, EcoR1 net exercised the pre-funded warrants in full to acquire 5,086,521 shares of our common stock at an exercise price of $0.0001 per share.

We issued the shares pursuant to the exercise on June 27, 2025.

On August 10, 2025, we entered into a stock purchase agreement for a private placement with Mr.

Ciongoli following his appointment as a director.

Pursuant to the stock purchase agreement, Mr.

Ciongoli agreed to purchase 415,000 shares of our common stock for an aggregate purchase price of $5.0 million.

The per share purchase price of $12.02 represented the consolidated closing bid price of a share of our common stock on the Nasdaq on August 8, 2025.

There were no underwriting discounts or commissions associated with the private placement.

The private placement closed on August 12, 2025.

On November 18, 2025, we entered into an employment agreement (the “Platshon Employment Agreement”) with Scott Platshon, who served as a member of our board of directors from February 22, 2024 to November 16, 2025.

The Platshon Employment Agreement provides the following compensation and benefits for Mr.

Platshon’s part-time role as Acting Chief Investment Officer:

(a) an annual base salary of $70,500;

(b) an award of 167,000 options to purchase shares of common stock, which are scheduled to vest as to 25% of the options on the one-year anniversary of the Platshon Employment Agreement, with 1/36 of the remaining options vesting on the last day of each month thereafter;

(c) an award of 111,111 RSUs, which are scheduled to vest as to 1/3 on each anniversary of the Platshon Employment Agreement.

The Platshon Employment Agreement will terminate on the earlier of the effective date of termination by either party or the first anniversary of the Platshon Employment Agreement.

Platshon remains employed through the one-year anniversary of the Platshon Employment Agreement and, as of such date, we have not extended the terms of his employment, then he will immediately forfeit all options and RSUs that are outstanding and unvested as of such date.

Platshon remains employed through the one-year anniversary of the Platshon Employment Agreement, and as of such date, (i) we have not extended the terms of his employment but (ii) we and Mr.

Platshon have entered into a consulting agreement, then effective as of immediately following such first anniversary, Mr.

Platshon will forfeit 50% of the unvested shares subject to his options and RSUs (with such forfeiture taken pro-rata from each remaining tranche), and the remaining unvested shares subject to his options and RSUs will continue to vest over the remaining schedule of such awards, subject to Mr.

Platshon’s continued service.

Platshon is terminated without cause (as defined in the Platshon Employment Agreement) prior to the first anniversary of the Platshon Employment Agreement, then he will be entitled to full vesting acceleration of the unvested and outstanding portions of the options and RSUs that would have vested had he remained an employee through such first anniversary, subject to the execution of a general release of claims by Mr.

Indebtedness of Directors, Executive Officers and Employees

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This written policy regarding related person transactions provides that a related person transaction is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships), in which we are a participant and in which a related person has, had or will have a direct or indirect material interest and in which the aggregate amount involved exceeds $120,000.

For purposes of this policy, a related person means any of our executive officers and directors (including director nominees), in each case at any time since the beginning of our last fiscal year, or holders of more than 5% of any class of our voting securities and any member of the immediate family of, or person sharing the household with, any of the foregoing persons.

For purposes of this policy, a

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related person means any of our executive officers and directors (including director nominees), in each case at any time since the beginning of our last fiscal year, or holders of more than 5% of any class of our voting securities and any member of the immediate family of, or person sharing the household with, any of the foregoing persons.

Our audit committee has the primary responsibility for reviewing and approving, ratifying or disapproving related person transactions.

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Galbraith, meet the independence requirements under the Nasdaq listing standards, and qualify as “independent directors” under the Nasdaq listing standards.

Galbraith is not considered independent by virtue of being our Chief Executive Officer and President.

Galbraith is not considered independent by virtue of being our Chief Executive Officer, President and interim Chief Financial Officer.

The board of directors also determined that Mr.

Miller, who comprise our audit committee, and Dr.

Davidson, Dr.

Gallagher and Mr.

Platshon, who comprise our compensation committee, each satisfy the independence standards for those committees established by applicable SEC rules and the Nasdaq listing standards, and Mr.

Miller and Mr.

Ciongoli and Mr.

Landry, who comprise our audit committee, and Mr.

Mahony and Mr.

Nodelman, who comprise our compensation committee, each satisfy the independence standards for those committees established by applicable SEC rules and the Nasdaq listing standards, and Dr.

Ciongoli and Mr.

Nodelman, who comprise our nominating and corporate governance committee, are independent.

In making these determinations, the board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances that our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them, including those described in the section titled “ – Certain Relationships and Related Transactions .”

As part of the board of directors’ determination that Mr.

Miller satisfied the independence requirements under the Nasdaq listing standards and qualifies as an independent director, the board of directors considered the consulting agreement (the “Consulting Agreement”) we entered into in May 2022 with Derek J Miller Consulting LLC, a limited liability company owned by Mr.

Pursuant to the Consulting Agreement, Mr.

Miller provided certain consulting services to us, including but not limited to providing advice regarding development of corporate strategy, including corporate messaging, pipeline and technology platform strategies, business development, licensing, investor activities and related matters.

In October 2023, we entered into a Termination of Consulting Agreement and Further Amended and Restated Statement of Work #1 with Derek J Miller Consulting LLC, which provided for, among other things, the termination of the Consulting Agreement effective as of November 30, 2023.

In total, we paid Mr.

Miller an aggregate of approximately $36,000 for such consulting services, of which (i) approximately $22,000 was paid for services rendered prior to Mr.

Miller’s appointment to the board of directors and (ii) approximately $14,000 was paid for services rendered after Mr.

Miller joined the board of directors.

In particular, the committee may delegate the approval of certain transactions to a subcommittee consisting

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solely of members of the compensation committee who are “non-employee directors” for purposes of Rule 16b-3 of the Exchange Act.

There are no family relationships among any of our directors, director nominees or executive officers .

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Our audit committee has determined that the provision of the services as set out above is compatible with the maintaining of KPMG’s independence in the conduct of their auditing functions.

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Exhibits, Financial Statement Schedules

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4.2 Specimen common stock certificate of the Company (incorporated by reference to Exhibit 4.1 to Amendment No.1 to the Company’s Registration Statement on Form S-4 filed with the SEC on August 19, 2022).

4.3 Registration Rights Agreement, dated December 23, 2023, by and among the Company and the Purchasers (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2023).

4.4 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2023).

10.1† Collaboration Agreement, effective as of December 23, 2014, by and among Zymeworks BC Inc., Celgene Corporation and Celgene Alpine Investment Co.

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LLC (incorporated by reference to Exhibit 99.1 to Zymeworks BC Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2020).

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10.4* Third Amendment to Collaboration Agreement, dated June 22, 2020, by and between Zymeworks BC Inc., Celgene Corporation and Celgene Alpine Investment Co.

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and Daiichi Sankyo Co., Ltd., effective as of February 28, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2023).

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10.20† License and Collaboration Agreement, effective as of November 26, 2018, by and between Zymeworks BC Inc.

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10.36# Employment Agreement by and between Zymeworks Pharmaceuticals Limited and Jeffrey Smith, dated January 3, 2023 (incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2024).

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10.37# Letter, dated January 5, 2024, from Zymeworks Inc.

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(incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2023).

10.52 Securities Purchase Agreement, dated December 23, 2023, by and among the Company and the Purchasers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2023).

19.1 I nsider Trading Policy .

21.1 Subsidiaries of the Company (incor p orated by ref erence to Exhibit 21.1 to the Company ’ s Annual Report on Form 10-K filed with the SEC on March 6, 2024) .

Fifth Amendment to Collaboration Agreement, effective March 3, 2025, by and between Zymeworks BC Inc.

and Celgene Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2025).

First Amendment to Research License and Commercial Option Agreement, effective July 7, 2025, by and among Merck Sharp & Dohme LLC, Intervet International B.V., and Zymeworks BC Inc.

(incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025).

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10.54 Stock Purchase Agreement, dated August 10, 2025, by and between the Company and Gregory Ciongoli (in corporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 11, 2025).

Three - Party Royalty Payment Agreement by and among Zymewo rks BC Inc., Be One Medicines Ltd., a nd BeOne Pharmaceutical (Su zhou) Co., Ltd.

, dated October 30, 2025.

Employment Agreement by and between Mark Hollywood and Zyme works Biopharmaceuticals I nc., effective as of March 25, 20 19.

Employment Agreement by and between Dr.

Sabe en Mekan and Zymeworks Biopharmaceuticals Inc., effective as of April 21, 2025.

Severance Agreement, Consultancy Agreement, and A ssignment and N ovation Agreement by and among Zymeworks Pharmaceuticals Limited, Zymeworks BC I nc., and Jeffrey Smith dated January 31, 2026.

Separation Agreement and Release, by and between Leone Patterson and Zymeworks Biopharmaceuticals , Inc.

, dated February 1, 2026.

19.1 Insider Trading Policy.

21.1 Subsidiaries of the Company .

23.1 Consent of KPMG LLP, an Independent Registered Public Accounting Firm.

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Not applicable.

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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.

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Kenneth Galbraith

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

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenneth Galbraith, and Leone Patterson, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any 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 Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or substitute or substitutes may do or cause to be done by virtue hereof.

Chair of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer) and Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenneth G al braith as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any 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 Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or substitute or substitutes may do or cause to be done by virtue hereof.

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

/s/ Kenneth Galbraith Chair of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer) March 5, 2025

Kenneth Galbraith

/s/ Leone Patterson

Executive Vice President, Chief Business and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

March 5, 2025

Leone Patterson

/s/ Kenneth Galbraith Chair of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer) and Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

March 2, 2026

Kenneth Galbraith

/s/ Alessandra Cesano

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Carlos Campoy

/s/ Derek Miller

March 5, 2025

/s/ Nancy Davidson Director

/s/ Gregory A.

March 2, 2026

Nancy Davidson

/s/ Scott Platshon Director

/s/ Robert E.

March 2, 2026

Scott Platshon

/s/ Neil Gallagher

March 2, 2026

Neil Gallagher

/s/ Oleg Nodelman

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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