FibroBiologics, Inc.

The following table sets forth certain information as of April 24, 2026, unless otherwise noted, with respect to the 2022 Stock Plan, which is the only stockholder-approved equity plan pursuant to which the Company can currently grant equity awards:

(1)

Reflects adjustments in connection with the reverse stock split of the Common Stock that was effective March 30, 2026. Upon stockholder approval of the 2026 Plan, these shares will no longer be available for grant under the 2022 Stock Plan.

Burn rate measures how fast companies use shares authorized and reserved for awards under their equity compensation plans, an important consideration in assessing potential stockholder dilution. We calculate burn rate as the number of shares of Common Stock subject to equity awards granted in a particular year divided by the weighted average number of shares of Common Stock outstanding. Burn rate does not take into account award cancellations and other shares returned to the share reserve under our Predecessor Plan.

The table below sets forth our burn rate for fiscal years 2023, 2024, and 2025.

(1)

Reflects adjustments in connection with the reverse stock split of the Common Stock that was effective March 30, 2026.

An additional metric that we use to measure the cumulative dilutive impact of our equity program is fully diluted overhang (which we calculate as the quotient of the sum of (1) the number of shares of Common Stock subject to equity awards outstanding, but not exercised or settled, plus (2) the number of shares of Common Stock available to be granted, divided by the sum of (A) the approximate total shares of Common Stock outstanding, plus (B) the number of shares of Common Stock subject to equity awards outstanding but not exercised or settled, plus (C) the number of shares of Common Stock available to be granted). Our approximate overhang as of April 24, 2026, was 10.7% as a percentage of fully-diluted shares of Common Stock outstanding. If the 2026 Plan had been approved as of such date, our approximate overhang (as a percentage of fully-diluted shares of Common Stock outstanding) would increase to 33.5% and then would decline over time.

Based on the closing price on the Nasdaq Capital Market for our shares of Common Stock on April 24, 2026 of $1.42 per share, the aggregate market value as of April 24, 2026 of the initial new 2,000,000 shares of Common Stock requested under the 2026 Plan was $2,840,000. As noted above, due to the “evergreen” provision of the

2026 Plan, the shares available under the 2026 Plan will be automatically increased on the first day of each fiscal

year of the Company, beginning in 2027 and ending in 2036, by an amount up to 4% of the shares of Common

Stock outstanding on the last day of the immediately preceding fiscal year. Estimated based solely on the closing

price of the Common Stock on April 24, 2026 and an assumed annual evergreen increase of 208,356 shares,

the estimated market value of each applicable fiscal year’s “evergreen” shares is $295,866; the actual market

value and number of shares subject to each such share increase will depend on the share price and the number of

shares outstanding as of the applicable dates. In determining the number of new shares to request for approval under the 2026 Plan, our management team worked with the Compensation Committee to evaluate a number of factors, including our recent and expected share usage.

From April 24, 2026 and until the date of the Annual Meeting, the Company has granted and may grant certain additional equity awards under the 2022 Stock Plan; however, the number of authorized shares under the new 2026 Plan will be proportionally reduced for any awards granted under the 2022 Stock Plan between April 24, 2026 until the date of the Annual Meeting at which the 2026 Plan is approved by stockholders. If the 2026 Plan is not approved by our stockholders, equity awards will continue to be available for issuance under the 2022 Stock Plan. As of April 24, 2026, there were 339,199 shares remaining available for future issuance under the 2022 Stock Plan.

If the 2026 Plan is approved, we intend to use the shares authorized under the 2026 Plan to continue our practice of incentivizing key individuals through equity grants. We currently anticipate that the new shares requested in connection with the approval of the 2026 Plan combined with the shares available for future awards from the Predecessor Plan will last for about 5-6 years, based on our historic grant rates and the approximate current share price, but could last for a different period of time based on actual future grant practices, our share price, or the Board’s application of the evergreen share increase, among other things. As noted below, our Compensation Committee would retain full discretion under the 2026 Plan to determine the number and amount of awards to be granted under the 2026 Plan, subject to the terms of the 2026 Plan. Except as described further below, future benefits that may be received by participants under the 2026 Plan are not determinable at this time.

We believe that we have demonstrated a commitment to sound equity compensation practices in recent years. We recognize that equity compensation awards dilute stockholders’ equity, so we have carefully managed our equity incentive compensation.

In evaluating this proposal, stockholders should consider all of the information in this proposal.