Werewolf Therapeutics, Inc.

This section describes the material elements of compensation awarded to, earned by or paid to each of our named executive officers for 2025. Our named executive officers for 2025 were Daniel J. Hicklin, Ph.D., our President and Chief Executive Officer, Randi Isaacs, M.D., our former Chief Medical Officer, and Timothy W. Trost, our former Chief Financial Officer and Treasurer.

This section also provides qualitative information regarding the manner and context in which compensation is awarded to and earned by our executive officers and is intended to place in perspective the data presented in the tables and narrative that follow.

2025 Summary Compensation Table

The following table sets forth information regarding compensation awarded to, earned by or paid to each of our named executive officers for the years ended December 31, 2025 and 2024.

(1) In light of the decision to undertake the restructuring in February 2026, our board of directors determined not to award annual bonuses for 2025.

(2) The amounts reported in the “Option Awards” column reflect the aggregate grant date fair value of stock-based compensation awarded during each year computed in accordance with the provisions of the Financial Accounting Standard Board Accounting Standards Codification Topic 718, or ASC 718. See Note 10“Stock-based Compensation”to our consolidated financial statements included within Part IV, Item 15 in this Annual Report, regarding assumptions underlying the valuation of equity awards. These amounts reflect the accounting cost for these stock options and do not reflect the actual economic value that may be realized by the named executive officer upon the exercise of the stock options or the sale of the common stock underlying such stock options.

(3) The amounts reported include (i) life insurance premiums of $918 for each of Dr. Hicklin and Mr. Trost and $784 for Dr. Isaacs for 2025 and life insurance premiums of $918 for each of Drs. Hicklin and Isaacs and Mr. Trost for 2024, (ii) the payment of $1,589 for tax gross-ups for long-term disability insurance for each of Drs. Hicklin and Isaacs and Mr. Trost for each of 2025 and 2024, and (iii) 401(k) contributions matched by the company in the amount of $10,500 and $10,350 for Drs. Hicklin and Isaacs and Mr. Trost for 2025 and 2024, respectively.

(4) Dr. Hicklin is also a member of our board of directors but did not receive any additional compensation in his capacity as a director.

(5) Dr. Isaacs’ employment with us terminated effective February 13, 2026.

(6) Mr. Trost’s employment with us terminated effective February 13, 2026.

Narrative to 2025 Summary Compensation Table

Our executive compensation program is administered by the compensation committee of our board of directors, subject to the oversight and approval of our board of directors. Our compensation committee reviews our executive compensation practices on an annual basis and based on this review approves, or, as appropriate, makes recommendations to our board of directors for approval of, our executive compensation program. In designing our executive compensation program, our compensation committee considers compensation data for national and regional companies in the biotechnology/pharmaceutical industry provided by our independent compensation consultant to help guide its executive compensation decisions at the time of hiring and for subsequent adjustments in compensation. During the past fiscal year, the compensation committee retained Pearl Meyer & Partners, LLC, or Pearl Meyer, a compensation consulting firm, to advise the compensation committee on our compensation program for executive officers, which includes base salaries, annual performance-based cash incentives and equity incentive awards and Pearl Meyer made recommendations with respect to the amount and form of executive and director compensation. Although our compensation committee considers the advice and guidance of Pearl Meyer as to our executive compensation programs, our compensation committee ultimately makes its own decision about these matters. In the future, we expect that our compensation committee will continue to engage independent compensation consultants to provide additional guidance on our executive compensation programs and to conduct further competitive benchmarking against a peer group of publicly traded companies.

Base Salary

We use base salaries to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our named executive officers. None of our named executive officers is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary. In January 2025, we set the 2025 base salaries for Drs. Hicklin and Isaacs and Mr. Trost at $632,557, $513,911, and $484,638, respectively.

Annual Bonus

The employment agreements for Drs. Hicklin and Isaacs and Mr. Trost provide that they will be eligible for annual bonuses up to a specified percentage of their base salary, based upon the assessment of the board of directors (or a committee thereof), in its sole discretion, of the officer’s performance and our Company’s performance during the applicable fiscal year. These annual bonuses are calculated as a percentage of base salary and are designed to motivate our employees to achieve annual goals based on our strategic, financial and operating performance objectives. From time to time, our board of directors or our compensation committee may approve discretionary annual cash bonuses to our named executive officers.

The target annual bonus percentages for the 2025 bonuses were 55% for Dr. Hicklin and 40% for each of Dr. Isaacs and Mr. Trost. In light of the decision to undertake the restructuring in February 2026, our board of directors determined not to award annual bonuses for 2025.

Equity Incentives

Although we do not 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 executive officers with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executive officers and our stockholders. In addition, we believe that equity grants with a time-based vesting feature promote executive retention because this feature incentivizes our executive officers to remain in our employment during the vesting period. Accordingly, our board of directors periodically reviews the equity incentive compensation of our executive officers, including our named executive officers, and from time to time may grant equity incentive awards to them in the form of stock options.

On January 2, 2025, we granted stock option awards to purchase 592,690 shares, 187,500 shares and 150,000 shares of our common stock to Drs. Hicklin and Isaacs and Mr. Trost, respectively. These stock options vest in equal monthly installments over a four-year period beginning on February 1, 2025 and ending on January 1, 2029.

On January 2, 2025, we granted stock option awards to purchase 185,652 shares, 68,151 shares and 60,358 shares of our common stock to Drs. Hicklin and Isaacs and Mr. Trost, respectively. These stock options vest in full on January 1, 2027.

The vesting of the stock options granted to our named executive officers is subject to acceleration upon certain terminations of the officer’s employment with us, as described below under “Employment Agreements with our Named Executive Officers.”

In 2025, we granted option awards to our named executive officers with time-based vesting. The time-based vesting option awards that we have granted to our executive officers generally vest in equal monthly installments over four years following the vesting commencement date. Vesting rights cease upon termination of employment and exercise rights for stock options cease shortly after termination of employment. Prior to the exercise of a stock option, the holder has no rights as a stockholder with respect to the shares subject to such stock option, including no voting rights and no right to receive dividends or dividend equivalents.

The exercise price of all stock options granted since the closing of our initial public offering is equal to the fair market value of shares of our common stock on the date of grant, which we determine by reference to the closing market price of our common stock on the date of grant.

Policies and Practices Related to the Grant of Certain Equity Awards

We grant stock options to our employees and directors on an annual basis. We also grant stock options to individuals upon hire or promotion and may grant stock options for retention purposes. During the last fiscal year, neither our board of directors nor our compensation committee took material nonpublic information into account when determining the timing or terms of stock options, nor did the Company time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

While we do not have any policy or obligation that requires us to grant stock options on specified dates, annual stock option grants to employees are typically approved at a meeting of our compensation committee that is held in December, and the grants are effective on the first business day of the following fiscal year. During fiscal 2025, we did not grant stock options to any named executive officer during any period beginning four business days before and ending one business day after the filing of any Form 10-Q or 10-K, or the filing or furnishing of a Form 8-K that discloses material nonpublic information.

Outstanding Equity Awards at 2025 Fiscal Year End

The following table sets forth information regarding all outstanding stock options held by each of our named executive officers as of December 31, 2025.

(1) This option vests over four years in equal monthly installments following January 1, 2022, subject to continuous service.

(2) This option vests over four years in equal monthly installments following January 1, 2023, subject to continuous service.

(3) This option vests over four years in equal monthly installments following January 1, 2024, subject to continuous service.

(4) This option vests over four years in equal monthly installments following January 1, 2025, subject to continuous service.

(5) This option vests in full on January 1, 2027, subject to continuous service.

Employment Agreements with our Named Executive Officers

We entered into employment agreements with each of Drs. Hicklin and Isaacs and Mr. Trost that became effective on April 29, 2021. These employment agreements set forth the terms and conditions of each executive’s continued employment with us, including base salary, target annual bonus opportunity, standard employee benefit plan participation and certain benefits upon termination of the executive’s employment under specified conditions. The employment of all of our named executive officers is at will.

Under the employment agreements, Dr. Hicklin’s base salary was initially set at $510,000 and his annual target bonus amount was set at 50%, Dr. Isaacs’s base salary was initially set at $425,000 and her annual target bonus amount was set at 40%, and Mr. Trost’s base salary was set at $385,000 and his annual target bonus amount was set at 40%. The employment agreements provide that, in the event that the executive’s employment is terminated by us without “cause” or by the executive for “good reason,” then subject to the execution and effectiveness of a separation and release agreement, the executive will be entitled to receive (i) an amount equal to (x) 12 months of base salary in the case of Dr. Hicklin if such termination occurs more than three months prior to or more than 12 months following a “change in control,” and nine months of base salary in the case of Dr. Isaacs and Mr. Trost if such termination occurs prior to or more than 12 months following a change in control, in each case, payable on our regular payroll practices, or (y) 18 months of base salary in the case of Dr. Hicklin if such termination occurs within three months prior to or 12 months following a change in control, and 12 months base salary in the case of Dr. Isaacs and Mr. Trost if such termination occurs within 12 months following a change in control, in each case, payable in a lump sum; (ii) an amount equal to the executive’s full target bonus for the year in which the executive’s date of termination occurs payable as a lump sum, if such termination occurs within three months prior to or 12 months following a change in control in the case of Dr. Hicklin or if such termination occurs within 12 months following a change in control in the case of Dr. Isaacs and Mr. Trost; and (iii) payment of the monthly employer COBRA premium for a period corresponding to the months of base salary paid.

In addition, the employment agreements provide that in the event of a termination of the executive’s employment by us without cause or by the executive for good reason then, subject to the timely execution of the separation and release agreement, the vesting of all unvested equity awards that vest solely on the passage of time held by the executive will be accelerated (i) as to six additional months of vesting if such termination occurs more than three months prior to or more than 12 months following a change in control in the case of Dr. Hicklin, or prior to or more than 12 months following a change in control in the case of Dr. Isaacs and Mr. Trost and (ii) in full if such termination occurs within three months prior to or 12 months following a change in control in the case of Dr. Hicklin, or within 12 months following a change in control in the case of Dr. Isaacs and Mr. Trost.

Pursuant to the terms of their employment agreements, each of our named executive officers has entered into standard form agreements with respect to non-competition, non-solicitation, confidential information and assignment of inventions.

Executive Retention Agreement

On February 17, 2026, we entered into a letter agreement with Dr. Hicklin pursuant to which he was entitled to (i) a retention bonus comprised of a lump sum cash payment of $316,284, which was paid as an advance and is earned on August 15, 2026 (the “Retention Date”), contingent on his continued employment in good standing with the Company until such date and subject to repayment to the Company if, at any time prior to the Retention Date, he provide notices of employment resignation, or actually resigns, or the Company terminates his employment for cause and (ii) an additional bonus payment in the total amount of $316,284 (the “Additional Bonus Payment”), which is to be paid in equal installments between the effective date of the letter agreement and August 15, 2026, contingent on his continued employment in good standing with the Company through each applicable payment date. If the Company terminates his employment without cause, and Dr. Hicklin signs a release of claims, he will be entitled to a lump sum payment equal to an amount equal to the Additional Bonus Payment minus any portion of the Additional Bonus Payment paid prior to such termination of employment. Pursuant to the letter agreement, Dr. Hicklin agreed to waive certain provisions of his employment agreement related to the payment of cash severance upon the termination of his employment by the Company without cause. In addition, the letter agreement provides that the exercise period for stock options that are outstanding and vested as of August 15, 2026 will be extended from three months until the final exercise date, as such term is defined in the applicable option agreement subject to Dr. Hicklin’s continuous employment through such date.

Severance Benefits

On February 9, 2026, in connection with the Reduction, the Company and each of Mr. Trost and Dr. Isaacs, agreed that Mr. Trost and Dr. Isaacs would resign as Chief Financial Officer and Chief Medical Officer, as applicable, effective February 13, 2026.

Both Mr. Trost and Dr. Isaacs were entitled to severance benefits in accordance with their employment agreements upon execution of a separation agreement and general release of claims comprising (i) an amount equal to nine months base salary, and (ii) payment of the monthly employer COBRA premium for nine months. In addition, the separation agreements provide that the exercise period for stock options that are outstanding and vested as of the separation date will be extended from three months until the final exercise date, as such term is defined in the applicable option agreement.

In connection with their resignations, both Mr. Trost and Dr. Isaacs entered into consulting agreements with the Company, effective as of February 16, 2026, pursuant to which Mr. Trost and Dr. Isaacs are assisting with ensuring an orderly transition of their responsibilities and provide such other services determined and reasonably requested by the Company from time to time for a period of up to six months. The Company will pay each of Mr. Trost and Dr. Isaacs $250 per hour in exchange for the services they provide under the consulting agreements.

401(k) Plan

We maintain a defined contribution employee retirement plan for our employees, including our named executive officers. The plan is intended to qualify as a tax-qualified 401(k) plan so that contributions to the 401(k) plan, and income earned on such contributions, are not taxable to participants until withdrawn or distributed from the 401(k) plan (except in the case of contributions under the 401(k) plan designated as Roth contributions). Under the 401(k) plan, each employee is fully vested in his or her deferred salary contributions and any qualified nonelective contributions made by us. Employee contributions are held and invested by the plan’s trustee as directed by participants. The 401(k) plan provides us with the discretion to match employee contributions. In 2025 and 2024, we matched 50% of each participant’s contribution up to a maximum of 6% of the participant’s eligible compensation paid during the period.

Other Policies, Procedures, or Considerations

Anti-Hedging and Pledging Policy. Our insider trading policy expressly prohibits all of our employees, including our named executive officers, as well as our directors, family members and controlled entities from engaging in speculative transactions in our securities, including short sales, puts/calls, purchases of financial instruments that are designed to hedge or offset any decrease in the market value of our securities, and margin accounts or pledges.

Rule 10b5-1 Sales Plans. Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from the director or officer. It also is possible that the director or officer could amend the plan in certain circumstances when not in possession of material nonpublic information or terminate the plan. In addition, our directors and executive officers may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information.

Clawback Policy. We have adopted a “clawback policy” to comply with Nasdaq listing standards which provides that, in the event that we are required to prepare an accounting restatement, we will attempt to recover from our current or former executive officers the pre-tax amount of incentive-based compensation in excess of what would have been paid to such executive officer after giving effect to the accounting restatement during the three completed fiscal years immediately preceding the earlier of (i) the date our board of directors, or a committee of our board of directors, or the officer or officers of the Company authorized to take such action if board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an accounting restatement, or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an accounting restatement. For purposes of the policy, incentive-based compensation means any compensation that is granted, earned or vested based wholly or in part upon the attainment of any measures determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures (whether or not such measures are presented within the Company’s financial statements or included in a filing made with the SEC); stock price; and total stockholder return. If the incentive-based compensation is based on our stock price or total stockholder return and the amount of excess incentive-based compensation is not calculable directly from the information in an accounting restatement, the amount recovered will be based on a reasonable estimate of the effect of the accounting restatement on the stock price or total stockholder return upon which the incentive-based compensation was received.

2025 Director Compensation

The table below shows all compensation to our non-employee directors during the year ended December 31, 2025.

(1) The amounts reported in the “Option Awards” column reflect the aggregate grant date fair value of stock-based compensation awarded during the year computed in accordance with the provisions of the Financial Accounting Standard Board Accounting Standards Codification Topic 718, or ASC 718. See Note 10“Stock-based Compensation”to our consolidated financial statements included within Part IV, Item 15 in this Annual Report, regarding assumptions underlying the valuation of equity awards. These amounts reflect the accounting cost for these stock options and do not reflect the actual economic value that may be realized by the director upon the exercise of the stock options or the sale of the common stock underlying such stock options.

(2) As of December 31, 2025, the aggregate number of shares of our common stock subject to outstanding option awards for each non-employee director serving during 2025 was as follows: Dr. Atkins, 68,723 shares; Dr. Chatterjee, 88,633 shares; Dr. Evnin, 92,500 shares; Dr. Morrison, 123,547 shares; Mr. Sherman, 92,500 shares; and Dr. Singhal, 62,358 shares.

(3) Dr. Atkins received the amount reported in this column for service in 2025 on our Scientific Advisory Board.

(4) Dr. DiRocco resigned from our board of directors effective June 12, 2025. Upon his resignation, all outstanding option awards that had not yet vested were immediately forfeited. For any outstanding option awards which had vested as of June 12, 2025, Dr. DiRocco was entitled to exercise his rights with respect to such awards for a period of up to 90 days following June 12, 2025, at which point all remaining outstanding option awards were forfeited. Dr. DiRocco has no outstanding option awards as of December 31, 2025.

(5) Dr. Lazarus passed away on September 30, 2025. Upon his death, all outstanding option awards that had not yet vested were immediately forfeited. For any outstanding option awards which had vested as of September 30, 2025, Dr. Lazarus’ designated beneficiary is entitled to exercise their rights with respect to such awards up until the first anniversary of September 30, 2025, at which point all remaining outstanding option awards will be forfeited. Dr. Lazarus’ designated beneficiary has 65,500 outstanding option awards as of December 31, 2025.

Dr. Hicklin, one of our directors who also serves as our president and chief executive officer, does not receive any additional compensation for his service as a director. Dr. Hicklin is one of our named executive officers and, accordingly, the compensation that we pay to Dr. Hicklin is discussed above under “2025 Summary Compensation Table” and “Narrative to 2025 Summary Compensation Table.”

Our board of directors has approved a non-employee director compensation program that is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under this director compensation program, we pay our non-employee directors a cash retainer for service on the board of directors and for service on each committee on which the director is a member. The chair of the board and of each committee receive higher retainers for such service. These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our board of directors. In conjunction with the strategic review process described in Part 1, Item 1 in this Annual Report, our board of directors determined to forego payment of fees for their service during the fourth quarter of 2025 and going forward until such time that the strategic review process is concluded with a satisfactory outcome, at the discretion of our compensation committee. During the year ended December 31, 2025, the fees paid to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member were as follows:

We also reimburse our non-employee directors for reasonable travel and other expenses incurred in connection with attending meetings of our board of directors and any committee of our board of directors on which they serve.

In addition, under our director compensation program, each non-employee director, upon his or her election or appointment to our board of directors, receives an option to purchase a number of shares of our common stock under the 2021 Plan. In 2025, the number of shares subject to this new director grant was 54,000. Each of these options vests with respect to one-third of such shares on the first anniversary of the grant date and thereafter in equal monthly installments until all shares are vested on the third anniversary of the grant date, subject to the non-employee director’s continued service as a director. Further, on the date of each annual meeting of stockholders, each non-employee director receives an option to purchase a number of shares of our common stock under the 2021 Plan; provided that if any director is initially elected to the board of directors in the twelve months preceding the annual meeting, the number of shares subject to the option will be pro-rated on a monthly basis for time in service (including partial months). In 2025, the number of shares subject to this annual grant was 27,000. Each of these options vests in full on the earlier of the first anniversary of the grant date and the next annual meeting of stockholders following the grant date, subject to the non-employee director’s continued service as a director. All options issued to our non-employee directors under our director compensation program will be issued at exercise prices equal to the fair market value of our common stock on the date of grant and will have a term of ten years. Upon a change of control of our company any unvested options held by our non-employee directors will automatically vest.

Our compensation committee is responsible for reviewing the compensation of our non-employee directors periodically and recommends changes to the board of directors when it deems appropriate. Our compensation committee conducts this review through the assistance of the compensation committee’s external compensation consultant, although the compensation committee ultimately makes its own decision about these matters.