Rani Therapeutics Holdings, Inc.

Item 5. Other Information

On August 1, 2025, our Board of Directors approved a retention program, pursuant to which certain executive officers and key employees (“Officers”), including our Chief Financial Officer, Svai Sanford, will receive cash retention payments (the “Retention Program”) subject to certain condition, including continuous employment through the end of the payment period. In connection with the adoption of the Retention Program, we have entered into, or expect to enter into, a Retention Agreement (the “Retention Agreements”) with each Officer, pursuant to which each Officer is entitled to receive cash payments equal to four months of their respective annual salaries, payable in two equal installments. Mr. Sanford’s aggregate retention payment is equal to $139,000.

Pursuant to the Retention Agreements, if an Officer is terminated for cause or resigns from employment for any reason prior to October 15, 2025, such Officer will be required to repay the pre-tax amount of the retention payment pursuant to the terms set forth in the Retention Agreements.