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DELCATH SYSTEMS, INC.

For the period ended May 13, 2026. Filed Apr 2, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 13, 2026 · Filed Apr 2, 2026

DCTH$14.93+3.0%Stored close · as of Nov 6, 2026
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PAY VERSUS PERFORMANCE

Pay Versus Performance Table

As required by Section 953(a) of The Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid, as defined below, and certain financial performance of the Company.

Pay Versus Performance
YearSummaryCompensation TableTotal for PEO (1) (3)CompensationActually Paidto PEO (1) (2) (5)Average SummaryCompensation TableTotal for Non-PEONEOs (1) (2)(4)AverageCompensationActually Paid toNon-PEO NEOs (1) (2) (6)Value of Initial Fixed$100Investment Based OnTotalShareholder Return (7)Net Income (Loss) (8)
(a)(b)(c)(d)(e)(f)(h)
2025$5,765,258$3,106,836$2,039,812$1,268,861$280.56$2,700,000
2024$2,157,414$4,876,184$1,009,355$2,000,353$334.44$(26,386,000)
2023$2,520,314$2,154,023$1,109,506$952,501$115.56$(47,678,000)

(1)We are a smaller reporting company pursuant to Rule 405 of the Securities Act and as such, we are only required to include information for the past three fiscal years in the table.

(2)For each of the three years presented in the above table, Gerard Michel was our Principal Executive Officer (“PEO”). Our Non-PEO Named Executive Officers (“Non-PEO NEOs”) were (i) Vojislav Vukovic and Martha Rook in 2025 and 2024 and (ii) John Purpura, M.S. and Kevin Muir in 2023.

(3)The dollar amounts reported in column (b) are the amounts of total compensation reported for our PEO for each corresponding year in the “Total” column of the Summary Compensation Table above and in the Summary Compensation Table as disclosed in the proxy statements for the applicable years.

(4)The dollar amounts reported in column (d) represent the average of the amounts reported for the Non-PEO NEOs as a group for each corresponding year in the “Total” column of the Summary Compensation Table above and in the Summary Compensation Table as disclosed in the proxy statements for the applicable years.

(5)For purposes of this table, the compensation actually paid (“Compensation Actually Paid”) to our PEO has been computed in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not reflect the actual amount of compensation earned by or paid to our PEO during 2025. The dollar amounts reported in column (c) for 2025 represent total compensation as reflected in the above Summary Compensation Table for 2025, adjusted as follows:

PEO
Summary Compensation Table Totals for PEO$5,765,258
Additions (Subtractions) for Equity Awards
Stock and Option Award Values Reported in the Summary Compensation Table for the Covered Year(4,774,551)
Fair Value at Year-End of Outstanding and Unvested Equity Awards Granted in the Covered Year1,575,973
Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years(329,255)
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year957,410
Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Year(87,999)
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year—
Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation—
Compensation Actually Paid to PEO$3,106,836

(6)The following adjustments were made to average total compensation for the Non-PEO NEOs as a group for 2025 to determine the Compensation Actually Paid, using the same methodology described above in Note 5:

Non-PEO NEOs(Average)
Summary Compensation Table Totals for Non-PEO NEOs$2,039,812
Additions (Subtractions) for Equity Awards
Stock and Option Award Values Reported in the Summary Compensation Table for the Covered Year(1,383,396)
Average Fair Value at Year-End of Outstanding and Unvested Equity Awards Granted in the Covered Year456,633
Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years(128,448)
Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year277,396
Average Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Year6,864
Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year—
Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation—
Compensation Actually Paid to Non-PEO NEOs$1,268,861

(7)Cumulative Total Shareholder Return (“TSR”) represents the return on a fixed investment of $100 in our Common Stock for the period beginning on the last trading day of 2022 through the last trading day of the applicable fiscal year.

(8)The dollar amounts reported in this column represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable fiscal year.

Analysis of the Information Presented in the Pay Versus Performance Table

In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above.

Compensation Actually Paid and Cumulative TSR

The following graph sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.

l

Compensation Actually Paid and Net Income (Loss)

We commercially launched the HEPZATO KIT in January 2024 and prior to that we incurred expenses related to completing the FOCUS clinical trial and preparing for commercialization of the HEPZATO KIT. We have incurred net losses every year prior to 2025. Consequently, we have not looked to our net loss as a performance measure for our executive compensation program. Moreover, we do not believe there is any meaningful relationship between our net loss and Compensation Actually Paid to our named executive officers during the periods presented.

All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NONPUBLIC INFORMATION

From time to time, the Company grants stock options to its employees, including the named executive officers. Historically, the Company has granted new-hire option awards on or soon after certain new hire’s employment start date and annual employee option grants in the first quarter of each fiscal year. Annual grants are typically approved at the regularly scheduled meeting of the Compensation Committee occurring in such quarter. The Company’s typical practice is to grant annual employee stock options shortly after the date in which the options are approved. Also, non-employee directors receive grants of annual stock option awards at the time of each annual meeting of the Company’s stockholders pursuant to our non-employee director compensation program, as further described under the heading, “Non-Employee Director Compensation” above. The Company does not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. The Board and the Compensation Committee generally do not take material nonpublic information (“MNPI”) into account when determining the timing of awards and donot seek to time the award of stock options in relation to the Company’s public disclosure of MNPI. The Company has not timed the release of MNPI for the purpose of affecting the value of executive compensation.

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