Pyxis Oncology, Inc.

FIRST AMENDMENT TO

2021 EQUITY AND INCENTIVE PLAN

WHEREAS, Pyxis Oncology, Inc. (the “Company”) has heretofore adopted the Pyxis Oncology, Inc. 2021 Equity and Incentive Plan (the “Plan”); and

WHEREAS, the Company wishes to amend the Plan to increase the number of shares of common stock of the Company, par value $0.001 per share, available for issuance under the Plan;

NOW, THEREFORE, the Plan shall be amended, effective as the date on which the stockholders of the Company approve such amendment at a 2024 Special Meeting of Stockholders, as follows:

1. The first sentence of Section 1.5 is deleted and replaced with the following:

Subject to adjustment as provided in Section 5.7 and to all other limits set forth in this Plan, 9,352,807 shares of Common Stock shall initially be available for all awards under this Plan, other than Substitute Awards.

2. Except as modified herein, the remaining terms of the Plan shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the undersigned officer of the Company, acting pursuant to authority granted to the officer by the Board of Directors of the Company, has executed this instrument on this 12th day of September, 2024.

By:/s/ Pamela Connealy

Name: Pamela Connealy

Title: Chief Financial Officer and Chief Operating Officer