IN8BIO INC

Rule 10b5-1 Trading Arrangements

None of our directors or executive officers adopted, modified orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule-10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, during the fiscal quarter ended December 31, 2023.

Employment Agreement with Kate Rochlin, Ph.D.

On March 14, 2024, we entered into an employment agreement with Dr. Rochlin. The employment agreement reflects a base salary of $475,000 per year and a target annual performance bonus of 40% of base salary, as determined by the Board in its sole discretion. If we terminate Dr. Rochlin’s employment with us without cause (as defined in her employment agreement), she will receive: (i) continued payments of her then-current annual base salary for 12 months; (ii) to the extent Dr. Rochlin achieved any of the performance goals for such calendar year, a prorated bonus, subject to her timely execution and non-revocation of a release of claims in our favor and compliance with certain restrictive covenants and continuing obligations; and (iii) payment on her behalf of up to 12 months of health insurance benefits continuation. If Dr. Rochlin’s employment is terminated without cause or she terminates her employment for good reason within three months prior to or 12 months after a “change in control,” as defined in her employment agreement, she is instead entitled to (a) a lump sum severance payment equal to the sum of 12 months base salary and 100% of her annual current target performance bonus in effect as of the change in control, (b) full accelerated vesting on all of her unvested equity awards and (c) payment on her behalf of up to 12 months of health insurance benefits continuation.