PRECIGEN, INC.

The Compensation Committee utilizes a mix of compensation components, with the intent to make each component of total direct compensation competitive while also linking compensation to individual and corporate performance and encouraging stock ownership by our executive officers. The table below describes each compensatory element in our program and briefly explains how it promotes our objectives. We believe the combination of these elements provides an appropriate balance of rewards, incentives, and benefits to our executives and enables us to meet our desired compensation objectives, strengthen our ability to attract and retain highly qualified individuals, and to appropriately link pay to performance.

We do not provide our executives with any meaningful perquisites that are not provided to employees generally. We also do not have any deferred compensation programs currently being utilized or retirement programs other than our 401(k) Plan that is generally available to all employees. We enroll all eligible employees in the same health, dental, and life and disability insurance programs.

Base Salary

General

Base salary levels for our executive officers, with the exception of our CEO, are recommended to the Compensation Committee by our CEO and are subject to approval by the Compensation Committee and the Board. In setting the base salary level for each executive officer (other than our CEO), the Compensation Committee generally considers the executive officer’s experience level, demonstrated capabilities, time and placement in position, our geographic region, individual performance, and potential future contributions to our Company. The CEO does not participate in, and is excluded from, deliberations or decisions regarding her own compensation. In addition, the Compensation Committee may consider executive compensation data for the industry as a whole, including data from similarly situated companies as a reference point to help ensure that base salaries remain competitive and aligned with market practices. Base salaries are reviewed annually by the Compensation Committee. When making decisions to adjust executive salaries, the Compensation Committee will also consider our overall financial performance in addition to the factors identified above. No particular weight is assigned to any one factor. Taking into account the overall position of the Company, the market analysis performed by the compensation consultants, and the performance of the named executive officers, the Compensation Committee determined not to make any changes to base salary for our named executive officers in 2025.

The following table sets forth the 2025 annualized base salaries for each of our NEOs:

Annual Short-Term Incentive Awards

General

Our NEOs are eligible to receive annual bonuses based on corporate performance achievement, as determined by the Compensation Committee following the completion of the applicable performance year, and subject to the NEO’s continued employment through the applicable payment date. In addition to evaluating each specific goal, the Compensation Committee considered the overall balance of results across our strategic, clinical, and financial objectives in determining final payouts. Each named executive officer is provided an annual target bonus opportunity that is set as a percentage of base salary, except that Dr. Sabzevari’s employment agreement provides for eligibility for an annual bonus target of between 75% and 150% of Dr. Sabzevari’s annual base salary. The bonus target levels used for the annual short-term incentive program were unchanged from the prior year.

For 2025, the Compensation Committee established a bonus program for our named executive officers based on the achievement of a combination of primarily operational performance goals, which was focused on promoting advancement of our lead drug candidate, PRGN-2012 (now Papzimeos) to commercialization (including the obtainment of FDA approval, establishment of commercial infrastructure, enrollment and dosing of patients in a confirmative trial and submission of an MAA with the European Medicines Agency), weighted at 70% of the overall bonus opportunity, and other goals, including the achievement of our key clinical and financial goals, weighted at 10% of the overall bonus opportunity. Additionally, payment of the bonuses to our NEOs was eligible for adjustment, weighted at 20% of the overall bonus opportunity, based on their individual performance during 2025. The Committee had the discretion to increase or decrease the bonus payment as a percentage of each individuals target award based on both Company and individual performance. No discretionary adjustments were made for 2025 bonuses.

Following the end of the 2025 performance year, the Compensation Committee carefully reviewed the performance of the Company against each of the goals as part of the evaluation process for determining the annual bonus payouts for our named executive officers. In conducting the review, the Compensation Committee closely analyzed the achievement against each performance goal, taking into account the specific objectives, quantitative metrics and qualitative factors associated with each goal. In addition, the Compensation Committee performed a holistic review of Company and individual performance, which contributed to its determination of payout amounts.

The Compensation Committee considered the following specific achievements in 2025 (also refer to the 2025 Performance Highlights provided above):

At its March 18, 2026 meeting, the Compensation Committee, in consultation with the Board of Directors, reviewed the Company’s performance against its 2025 corporate goals and objectives, and determined that the Company met 110% of its 2025 corporate goals, primarily due to the fact that the FDA approval of Papzimeos was a “full” approval (with a broad label), thus no confirmatory trial was required. Additionally, as discussed above, payments of the bonuses to our NEOs were eligible for adjustments based on their individual performance for 2025. Adjustments were determined and approved by the Compensation Committee for Dr. Sabzevari and by Dr. Sabzevari and the Compensation Committee for the other NEOs. Individual performance rating adjustments were 40% for Mr. Shah, 30% for Dr. Sabzevari, 25% for both Mr. Thomasian and Mr. Tennant, and 5% for Mr. Lehr. Based on these assessments, the Compensation Committee approved the payment of the bonuses for 2025 performance per the table below.

In addition, the Compensation Committee determined that 50% of each NEOs 2025 short-term bonus would be paid in RSUs, to be vested on the grant date based on the grant date fair market value of the Company’s shares, as reflected in the table below. The payment of a portion of the NEOs’ bonus in RSUs promotes ownership in Precigen by our NEOs, providing further alignment of management and shareholder long-term goals.

Long-Term Equity Incentive Awards

Our primary objectives in granting long-term equity incentive awards are to encourage significant ownership of our common stock by management and to provide long-term financial incentives linked directly to our long-term performance. The Compensation Committee believes that significant ownership of our common stock by senior management helps to align the interests of management and the shareholders. While our fiscal year 2025 long-term incentive mix does not include performance-vested equity, the Compensation Committee is evaluating potential enhancements to our program over time, including the use of additional performance-based vehicles and the adoption of formal stock ownership guidelines for senior executives, to further strengthen the link between realized pay and long-term shareholder value. The factors considered by the Compensation Committee when determining the size of each named executive officer’s annual equity award include each executive’s performance, previous grant history and stock ownership level, and comparison to our peer group and other market data. After taking into account the overall position of the Company during the year, the Compensation Committee made grants of long-term incentive awards, consisting of a combination of RSUs and stock options to its executives in 2025, each of which vests over a four-year period. The awards granted are summarized in the table below.

Although we do not currently have a formal policy with respect to the grant of equity incentive awards to our executive officers, or any formal equity ownership guidelines applicable to them, we believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture, and help to align the ownership interests of our executives and our shareholders. The Compensation Committee continues to work closely with its independent compensation consultant to review and evaluate the Company’s approach to long-term equity incentive compensation for its executive officers in a manner that promotes long-term shareholder interests. The Compensation Committee believes that broad and significant employee ownership of our common stock effectively motivates the building of shareholder wealth.

We typically grant equity awards upon an employee’s hire. In addition, equity awards may also be granted annually, generally within the first five months of the fiscal year. The Compensation Committee selects this timing because it enables them to consider the Company and its employees’ prior year performance and to incentivize the employees to deliver on the Company’s strategic objectives for the new fiscal year. Stock options and RSU awards granted by the Company generally vest over four years and stock options have a ten-year contractual term. Unless otherwise agreed to by us with respect to a termination without “cause” or for “good reason,” vesting rights generally cease upon termination of employment and employees have three months in which to exercise vested options, except in the case of death, disability or retirement (subject to a one-year limitation).

We grant stock options at an exercise price and RSUs with a grant price equal to the closing price on the Nasdaq Global Market of our common stock on the date of the grant. Our Board of Directors has delegated to our Chief Executive Officer the authority to grant equity awards to non-executive employees upon joining our Company, and to make grants during each annual non-executive employee review cycle, generally coinciding with the timing of our equity grants to our NEOs. Our Board of Directors has reviewed and approved both the total number of shares that our Chief Executive Officer can grant under such equity awards, and the range of shares subject to such grants based on each employee’s position and organization level with the Company.

We have no program, practice or plan to grant stock options or restricted stock awards, in coordination with the release of material nonpublic information. We also have not timed the release of material nonpublic information for the purpose of affecting the value of stock options or other compensation, and we have no plan to do so. During 2025, we did not grant any equity awards to our executive officers during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that disclosed material nonpublic information.

We did not grant performance-based stock units (“PSUs”) to our NEOs in 2025 and there were no outstanding and unvested PSUs held by any of our NEOs as of December 31, 2025.

Performance-Based Awards

In August 2024, we granted PSUs to certain employees, including our named executive officers, which were eligible to vest in two equal 50% installments based upon (i) the Company’s good faith submission to the FDA of a complete BLA related to PRGN-2012, and (ii) the approval of the BLA by the FDA (each, a “Milestone”), in each case during the performance period from the grant date through December 31, 2026 (the “2024 PSUs”). In January 2025, the Compensation Committee certified the performance achievement of the first Milestone for the 2024 PSUs, and, in September 2025, the Compensation Committee certified performance achievement of the second Milestone for the 2024 PSUs, resulting in full vesting of the 2024 PSUs during 2025. Prior to the Compensation Committee’s certification of performance of the second Milestone, it approved an amendment to the terms of the 2024 PSUs to provide for settlement of the PSUs in cash, rather than in shares of common stock.

The following table sets forth the number of shares delivered to our named executive officers upon achievement of the first Milestone and the cash value delivered upon achievement of the second Milestone:

For 2025, the Compensation Committee did not grant PSUs and instead delivered long-term incentives in the form of time-based stock options and RSUs. The Committee made this change in light of the Company’s transition into a new phase following full FDA approval of Papzimeos and the difficulty of setting multi-year quantitative goals that it believed would be both rigorous and credible in the current environment. The Committee determined that, for this year, a combination of options and RSUs with multi-year vesting and a substantial portion of total compensation at risk was the most appropriate way to retain and motivate executives while aligning them with shareholder interests.

The Compensation Committee is continuing to evaluate the potential reintroduction of performance-based equity vehicles, such as PSUs, as visibility into our multi-year commercial and pipeline trajectory improves, with the objective of further strengthening the link between compensation and long-term shareholder value.

Other Benefits

The Compensation Committee believes employee benefits are an essential component of our competitive total compensation package. These benefits are designed to attract and retain our employees. The executive officers may participate in, and we make contributions on their behalf to, the same benefit plans that are provided to all of our eligible employees, which include medical, health and dental insurance, long-term disability insurance, accidental death and disability insurance, and our 401(k) Plan. As part of the 401(k) Plan, we generally match 100% of the first 3% of compensation contributed by the employee into the 401(k) Plan subject to the Internal Revenue Code of 1986, as amended (the “Code”), and our 401(k) Plan limits. We have disclosed all company matches for our named executive officers in the column labeled “All Other Compensation,” in the Summary Compensation Table herein, and separately disclosed each amount in the All Other Compensation Table for 2025 herein.