ImmunityBio, Inc.

We believe that long-term incentive compensation in the form of equity awards is an important component of executive compensation to ensure that a significant portion of a NEO’s compensation opportunity is related to factors that directly or indirectly influence stockholder value. Further, equity participation establishes a sense of ownership and aligns executive interests with those of other stockholders. In 2015, the company adopted the ImmunityBio, Inc. 2015 Equity Incentive Plan (the 2015 Plan), and in 2025 the company adopted the ImmunityBio, Inc. 2025 Equity Incentive Plan (the 2025 Plan). Historically, the company has granted RSU awards and option awards to employees and executives at various times. Option awards, when granted with exercise prices equal to the fair market value of our common stock on the date of grant, are inherently performance oriented and provide an appropriate long-term incentive for our executive officers, since the option awards reward them only to the extent that our stock price increases and stockholders realize value following their grant date. RSU awards provide tangible value to executive officers and serve as an incentive and retention tool during a difficult operating or volatile business environment, while still being tied to stockholder value. Additionally, RSU awards enable our executive officers to accumulate stock ownership in the company to further increase their alignment with stockholders.

The company proposes awards for participants in the LTIP, including executive management, based on peer data and analysis in consultation with Mercer. Proposed grant values for participants are discussed and modified or approved by the Compensation Committee.

The approved target grant value is divided into a dollar value for RSU awards and a dollar value for option awards based on the vehicle mix as approved by the Compensation Committee (which was allocated 25% to RSU awards and 75% to option awards, respectively, for NEOs in 2025). The aggregate number of RSU awards is determined by dividing (i) the value of the RSU award by (ii) the average closing sales price (the closing price) of the company’s common stock in trading on the Nasdaq on each of the twenty (20) trading days encompassing from the date the Compensation Committee approves the award. The aggregate number of shares of the company’s common stock subject to option awards is determined by dividing (i) the value of the option award in U.S. dollars by (ii) the grant date fair value, as determined under accounting principles generally accepted in the U.S. (U.S. GAAP), of an option award covering one share of the company’s common stock, with such determination utilizing the Black-Scholes option pricing model, provided that such model will incorporate the average closing price of the company’s common stock in trading on the Nasdaq on each of the twenty (20) trading days encompassing the date the Compensation Committee approves the award.

In February 2025, in recognition of our financial and operational results and each NEO’s individual performance, the Compensation Committee approved the grant of RSU awards and option awards to our NEOs under the 2025 LTIP, effective February 10, 2025. In determining the size of each NEO’s equity awards, the Compensation Committee took into consideration the recommendations of our CEO, except with respect to his own equity awards, as well as the factors described above. The Compensation Committee also considered the existing equity holdings of each NEO, including the current economic value of their unvested equity awards and the ability of these unvested holdings to satisfy our retention objectives. The Compensation Committee also considered the dilutive effect of our long-term incentive compensation practices, and the overall impact that these equity awards, as well as awards to other employees, will have on stockholder value.

ImmunityBio, Inc. | 31 | 2026 Proxy Statement

The 2025 LTIP awards granted to our NEOs on February 10, 2025 are shown in the table below:

(1) Equal to the closing price of the company’s common stock as reported on the Nasdaq on the date of grant.

Each award granted to our NEOs in connection with the 2025 LTIP vests ratably over three years, subject in each instance to the award recipient remaining a “service provider” (as that term is defined in the 2015 Plan) through each applicable vesting date.

Perquisites and Other Benefits

The company provides certain of our management team and more senior executives, including our NEOs, with certain perquisites and other personal benefits that the company believes are reasonable and consistent with the overall compensation program to better enable the company to attract and retain employees for key positions.

The company has established a 401(k) retirement savings plan for its employees, including the NEOs, who satisfy certain eligibility requirements. Under the 401(k) plan, eligible employees may elect to contribute pre-tax amounts, up to a statutorily prescribed limit, to the 401(k) plan. The company believes that providing a vehicle for tax-preferred retirement savings through the 401(k) plan adds to the overall desirability of its executive compensation package and further incentivizes the company’s employees, including the NEOs, in accordance with the company’s compensation policies. For 2025, the company approved payment of employer matching contributions of 4% to each eligible participant’s plan account in an amount equal to 100% of each participant’s contributions, with eligible compensation limited to $350,000.

The company provides Mr. Adcock with the reimbursement of premiums associated with his personal life insurance policies pursuant to the terms of his Offer of Employment letter dated October 20, 2020, as well as related tax neutrality payments to make such reimbursements tax neutral to Mr. Adcock.

In addition, the company provides other benefits to the NEOs on the same basis as all of our full-time employees. These benefits include health, dental and vision insurance, short- and long-term disability insurance, accidental death and dismemberment insurance, and basic life insurance coverage. We also provide paid time off and other paid holidays to all employees, including our NEOs. We do not offer our employees a non-qualified deferred compensation plan or pension plan. We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices, the competitive market, and our employees’ needs.

ImmunityBio, Inc. | 32 | 2026 Proxy Statement