Award Timing Disclosure

12 Months Ended

Dec. 31, 2025

Award Timing, How MNPI Considered [Text Block]

Item 11. Executive Compensation.

In reviewing this Executive Compensation section, please note that the Company is a “smaller reporting company” as defined under applicable SEC rules and is permitted to include reduced disclosure with respect to certain executive compensation information otherwise required by Item 402 of Regulation S-K.

This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table for 2025” below. For the fiscal year ended December 31, 2025, our named executive officers (“NEOs”) and their positions were as follows:

●

Lan Huang, Ph.D., Co-Founder, Chairperson and Chief Executive Officer

●

June Lu, Ph.D., Chief Scientific Officer

Summary Compensation Table for 2025

The following table provides information regarding the compensation earned by our NEOs from the Company and its subsidiaries for the years ended December 31, 2025 and December 31, 2024.

Name and Principal Position	Year	Salary ⁽¹⁾ ($)		Bonus ⁽²⁾ ($)		Option Awards ^{(3) (4)} ($)		Nonequity Incentive Plan Compensation ⁽⁵⁾ ($)		All Other Compensation ⁽⁶⁾ ($)		Total ($)
Lan Huang	2025		452,920		-		37,522		201,323		10,417		702,182
Chief Executive Officer	2024		459,053		-		108,435		215,882		10,062		793,432
June Lu	2025		261,288		-		21,449		57,894		10,451		351,082
Chief Scientific Officer	2024		253,008		-		177,475		57,798		9,691		497,972

	____________________________________
	(1)	Amounts reported in this column reflect the salary received by the NEOs during 2025 and 2024, respectively. For Dr. Huang, the amounts include her salary received from both the Company and SEED, a subsidiary of the Company. Refer to section entitled “—Executive Employment Agreements” below for a more detailed description of Dr. Huang’s employment arrangement.

(2)

There are no special bonuses earned by the NEOs with respect to services provided in 2025 and 2024.

(3)

Amounts reported in this column reflect the aggregate grant date fair value of the options granted during 2025 and 2024, respectively, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 for stock-based compensation (“ASC 718”). Such grant date fair values do not take into account any estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these amounts are included in Note 7 to our consolidated financial statements included in this Annual Report. These amounts do not reflect the actual economic value that may be realized by our NEOs upon the exercise of the options or the sale of the ordinary shares underlying such options.

(4)

In addition to the options granted by the Company under the 2017 Omnibus Incentive plan, Dr. Huang was also granted an option to purchase ordinary shares of SEED with an aggregate grant date fair value of $30,000 (the “SEED Option”) in 2024 under SEED’s 2022 Share Incentive Plan. The aggregate grant date fair value of the SEED Option is included in this column for Dr. Huang for 2024.

(5)

Amounts reported in this column reflect the annual incentive bonuses earned by our NEOs based on performance for the years of 2025 and 2024, and paid or scheduled to be paid in the following years, respectively. The annual incentive bonuses earned by each NEO are the products of (i) the NEO’s target bonus for the year, expressed as a percentage of the NEO’s then-effective base salary and (ii) a final performance rate. Refer to “—Elements of Compensation—Annual Incentive Bonuses” for a detailed description on the performance rate determination. As of the date of this Annual Report, the 2025 annual incentive bonuses earned by each of Dr. Huang and Dr. Lu have not been paid, and an amount of $165,890 of Dr. Huang’s 2024 annual incentive bonuses remains unpaid. For Dr. Huang, her annual incentive bonuses include those earned from both the Company and SEED. Refer to section entitled “—Executive Employment Agreements” below for a more detailed description of Dr. Huang’s employment arrangement.

(6)

Amounts reported in this column for 2025 and 2024 reflect the 401(k) matching contributions made by the Company for Dr. Huang and Dr. Lu for each year..

Elements of Compensation

Our NEOs were provided with the following primary elements of compensation in 2025:

Base Salaries

Each of Dr. Huang and Dr. Lu received a fixed base salary from the Company in respect of 2025 (in respect of Dr. Huang, from both the Company and SEED). The 2025 base salaries for our NEOs were as follows: (a)

$452,920 for Dr. Lan Huang, and (b) $261,667 for Dr. June Lu. Dr. Lu’s annual base salary rate was increased to

$280,000 effective as of December 1, 2025.

Annual Incentive Bonuses

Under the terms of Dr. Huang’s employment agreement, Dr. Huang is eligible to participate in any bonus program sponsored by the Company on a basis consistent with that applicable to other senior management employees, in accordance with company policy. For 2025 and 2024, Dr. Huang’s target annual incentive bonuses were 50% of her then-effective base salary. Under the terms of Dr. Lu’s offer letter, Dr. Lu was eligible to receive an annual incentive bonus of up to 25% of her base salary, subject to the Company’s performance and terms and conditions to be established by the Company.

The annual incentive bonuses that each of Dr. Huang and Dr. Lu earned for 2025 and 2024 were based on performance for 2025 and 2024, and paid or scheduled to be paid in the following years, respectively. The annual incentive bonuses earned by each of Dr. Huang and Dr. Lu for 2025 and 2024 are the products of (i) their respective target bonus for the applicable year, expressed as a percentage of their then-effective base salary; and (ii) a final performance rate determined as below. The final performance rate is the sum of: (i) a corporate performance rating determined by the Compensation Committee based on its evaluation of the Company’s overall performance for the applicable year (weighted at 50% for 2025), (ii) a manager evaluation determined by our board of directors for Dr. Huang, and by Dr. Huang for Dr. Lu, based on an assessment of the NEO’s individual performance for the applicable year (weighted at 25% for 2025), and (iii) the NEO’s self-evaluation for the applicable year (weighted at 25% for 2025). As of the date of this Annual Report, the 2025 annual incentive bonuses earned by each of Dr. Huang and Dr. Lu have not been paid by the Company, and an amount of $165,890 of Dr. Huang’s 2024 annual incentive bonuses remains unpaid. For Dr. Huang, her annual incentive bonuses include those earned from both the Company and SEED. Refer to section entitled “—Executive Employment Agreements” below for a more detailed description of Dr. Huang’s employment arrangement.

Equity Awards

We granted the following options to our NEOs in fiscal year 2025:

●

Dr. Huang: 43,630 options, granted on April 21, 2025, at an exercise price of $1.441 per share. These options will vest on April 21, 2026, subject to Dr. Huang’s continuous service with us through the vesting date, and will expire on the fifth anniversary of the grant date. The aggregate grant date fair value of these options is $37,522, computed in accordance with ASC 718.

●

Dr. Lu: 18,981 options, granted on April 21, 2025, at an exercise price of $1.31 per share. These options will vest on April 21, 2026, subject to Dr. Lu’s continuous service with us through the vesting date, and will expire on the tenth anniversary of the grant date. The aggregate grant date fair value of these options is $21,449, computed in accordance with ASC 718.

Additional information regarding outstanding equity awards held by each of our NEOs is described in greater detail in the section entitled “—Outstanding Equity Awards at Fiscal Year End for 2025” below.

Retirement Benefit

We maintain a tax-qualified 401(k) savings plan for our employees in the U.S. Our NEOs are eligible to participate in the 401(k) plan on the same basis as our other employees. The 401(k) plan provides for an employer match of 100% of employee deferrals up to 6% of the employee’s compensation, capped at the statutory compensation limits. Company matching contributions are 100% vested after one year of service.

The Company does not maintain defined benefit plans or nonqualified deferred compensation plans.

Employee Benefits

Dr. Huang and Dr. Lu are eligible to participate in our other broad-based employee benefit plans, including our medical, dental, vision, disability and life insurance plans, in each case, on the same basis as our employees generally and subject to the terms and eligibility requirements of those plans.

Outstanding Equity Awards at Fiscal Year End for 2025

The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2025.

Name	Date of Grant	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date
Lan Huang ⁽¹⁾	4/21/2025	-	43,630⁽²⁾	-	1.441	4/21/2030
	3/19/2024	33,663	-	-	3.168	3/19/2029
	5/8/2023	266,666	133,334⁽³⁾	-	0.9835	5/8/2033
	1/11/2022	90,343	-	-	4.69	1/11/2027
	8/1/2020	460,000	-	260,000⁽⁴⁾	11.03	8/1/2030
June Lu	4/21/2025	-	18,981⁽⁵⁾	-	1.31	4/21/2035
	4/1/2024	12,500	37,500⁽⁶⁾	-	3.57	4/1/2034
	3/1/2024	19,180	-	-	1.33	3/1/2034
	9/1/2023	5,000	-	-	0.90	9/1/2033
	1/11/2022	2,003	-	-	4.26	1/11/2032
	10/18/2021	10,000	-	-	16.55	10/18/2031

	______________________________________
	(1)	In addition to the options listed above, Dr. Huang also holds a total of 750,000 outstanding options granted by SEED in 2022 and 2024 under the SEED Incentive Plan at an exercise price of $0.50 per share, of which, (i) 437,500 SEED options are unexercised options that were exercisable as of December 31, 2025, (ii) 312,500 SEED options are unexercised options that were not exercisable as of December 31, 2025. These unvested options granted by SEED will vest in five tranches as follows: 62,500 SEED options will vest on each of February 15, 2026, December 1, 2026, February 15, 2027, December 1, 2027 and February 15, 2028. The SEED options granted to Dr. Huang in 2022 have an expiration date of December 1, 2032, and those granted in 2024 have an expiration date of February 15, 2029.

(2)

The options will vest on April 21, 2026.

(3)

The options will vest on May 8, 2026.

(4)

The options will vest upon satisfaction of certain performance conditions with respect to research and development progress prior to the expiration of the options on the 10-year anniversary of the date of grant, as provided under the option award agreements.

(5)

The options will vest on April 21, 2026.

(6)

The options will vest as follows: 12,500 options will vest on each of April 1, 2026, April 1, 2027, and April 1, 2028.

Executive Employment Agreements

The Company has entered into employment agreements with Dr. Huang and Dr. Lu. The key terms of the employment related agreements are described below.

Employment Agreement with Dr. Huang

Dr. Huang is party to an amended and restated employment agreement with BeyondSpring U.S. dated November 10, 2016, as amended on January 11, 2022 and further amended by those letter amendments dated January 13, 2022, March 23, 2023, October 11, 2023, August 7, 2024, and December 20, 2025. Dr. Huang’s employment agreement provides for an annual base salary, which has been adjusted from time to time. Dr. Huang is also party to a separate employment agreement with a subsidiary of SEED, pursuant to which Dr. Huang has been assigned by the Company to SEED on a part-time basis and receives a base salary from SEED, which reduces her base salary from us. If Dr. Huang’s employment with SEED terminates other than for cause, Dr. Huang will resume full time employment with us and her base salary from us will be restored.

Pursuant to Dr. Huang’s employment agreement, Dr. Huang is eligible to participate in any bonus program sponsored by the Company on a basis consistent with that applicable to other employees at her level, in accordance with company policy, with a target annual merit bonus of 50% of base salary for 2024 and 2025. Dr. Huang’s employment is at will, and can be terminated by us at any time or by Dr. Huang upon three months’ notice. Dr. Huang’s employment agreement contains a two year non-solicit of employees, a confidentiality provision and an assignment of intellectual property provision.

Dr. Huang’s employment agreement also provides for severance payments and benefits in the event that Dr. Huang’s employment is terminated by the Company without “cause” or by Dr. Huang with “good reason” (each as defined under Dr. Huang’s employment agreement), subject to the terms and conditions thereof. Additional information regarding Dr. Huang’s severance entitlements is described in greater detail in the section entitled “—Potential Payments Upon Termination or Change in Control” below.

Offer Letter with Dr. Lu

Dr. Lu is party to an offer letter with BeyondSpring U.S. dated September 17, 2021, as amended by those letter amendments effective as of April 1, 2024 and December 1, 2025. Dr. Lu’s offer letter provides for an annual base salary, which has been adjusted from time to time, and her eligibility for an annual bonus of up to 25% of her base salary, subject to the Company’s performance and terms and conditions to be established by the Company. Dr. Lu’s employment is at will, and can be terminated by us or by Dr. Lu at any time and for any reason.

Potential Payments Upon Termination or Change in Control

Under Dr. Huang’s employment agreement, in the event that Dr. Huang’s employment is terminated by the Company without “cause” or by Dr. Huang with “good reason” (as each such term is defined in the employment agreement), Dr. Huang would become entitled (subject to her execution and non-revocation of a release of claims) to the payment of (i) her then base salary for the nine (9) month period commencing on the date of termination (the “Severance Period”), payable over the Severance Period in regular installments in accordance with the Company’s normal payroll practices and (ii) a pro-rated portion of any bonus earned for the year in which the date of termination occurs, based on actual performance results, and paid at the same time as other senior executives.

Under the terms of the 2017 Omnibus Incentive Plan and option award agreements applicable to both Dr. Huang and Dr. Lu, (i) if the options are assumed or substituted for in the change in control, if the NEO’s employment is terminated without cause within 12 months of such change in control, then any unvested options will become vested and will remain exercisable for the 90-day period following the termination date, and (ii) if the options are not assumed or substituted for in the change of control, then any unvested options will become vested upon such change of control and otherwise be treated as determined by the plan administrator. If the NEO’s employment terminates due to death or disability, the next tranche of time-based options that would have vested had the NEO remained employed through the applicable vesting date will become fully vested on the termination date (and will remain exercisable for one year following such termination), and any remaining unvested time-based options will be forfeited. On a termination by us for cause, all vested and unvested options are forfeited. On a termination for any other reason, vested options remain exercisable for three months following such termination date. Upon any termination of employment, any unvested performance-based options as of the termination date will be forfeited.

Pay Versus Performance

As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed fiscal years. In determining the “compensation actually paid” to our CEO and the “average compensation actually paid” to our Non-CEO NEOs, we are required to make various adjustments to amounts that have been reported in the Summary Compensation Table for 2025 and in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values reported in our Summary Compensation Table for 2025 and in previous years, as well as the adjusted values required in this section for 2025, 2024 and 2023.

Year ⁽¹⁾	Summary Compensation Table Total for CEO ($)	Compensation Actually Paid to CEO ^{(2) (3)} ($)	Average Summary Compensation Table Total for Non-CEO NEOs ($)	Average Compensation Actually Paid to Non-CEO NEOs ^{(2) (4)} ($)	Value of Initial Fixed $100 Investment Based On Total Shareholder Return ⁽⁵⁾ ($)	Net Income ⁽⁶⁾ ($) (in thousands)
2025	702,182	744,044	351,082	352,502	86.70		(14,218	)
2024	793,432	1,553,404	263,116	216,621	86.70		(16,693	)
2023	1,046,852	700,831	187,833	156,300	47.87		(21,948	)

	___________________________________
	(1)	For years 2025, 2024 and 2023, Dr. Huang was our Chief Executive Officer. For 2025, Dr. Lu was our Non-CEO NEO. For 2024 and 2023, our Non-CEO NEOs were Dr. Lu and Dr. Lloyd.

(2)

Adjustments to calculate “compensation actually paid” and “average compensation actually paid” include: (i) subtract the amounts reported in the Option Awards column of the Summary Compensation Table for each applicable year, (ii) add the fair value as of the end of the applicable year of outstanding and unvested equity awards granted in that year, (iii) add the fair value as of the vesting date of equity awards that were granted and vested in the applicable year, (iv) add the change in fair value (whether positive or negative) during the applicable year of equity awards granted in prior years that remained outstanding and unvested at the end of the year, (v) add the change in fair value (whether positive or negative) during the applicable year through the vesting date of equity awards granted in prior years that vested during that year, (vi) subtract the fair value at the end of the prior year of awards granted in prior years that failed to meet vesting conditions during the applicable year, and (vii) add the value of any dividends or other earnings paid during the applicable year on equity awards not otherwise reflected in the Summary Compensation Table for the applicable year. Equity fair value amounts are calculated using valuation assumptions and methodologies (including expected term, volatility, dividend yield and risk-free interest rates) that are generally consistent with those used to estimate the grant date fair value under U.S. GAAP. The valuation assumptions used to calculate the equity fair values as of each measurement date differed materially from those disclosed at the time of grant in the following ways: the expected term was updated to reflect the remaining life of the awards, adjusted for the passage of time since the grant date and the relationship between the share price and the option exercise price as of the measurement date.

(3)

The following table shows the amounts deducted from and added to the Summary Compensation Table total for our CEO to calculate “compensation actually paid” to our PEO (in dollars):

	2025			2024			2023
Summary Compensation Table Total		702,182			793,432			1,046,852
(Minus): Grant Date Fair Value of Equity Awards Granted in Year		(37,522	)		(108,435	)		(320,000	)
Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Year		39,935			292,337			293,238
Plus: Fair Value at Vesting Date of Equity Awards Granted and Vested in the Year		-			33,847			-
Plus (Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years		37,029			349,040			(199,922	)
Plus (Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year		2,420			193,184			(103,974	)
(Minus): Fair Value as of the Prior Year End of Equity Awards Granted in Prior Years that Failed to Meet Vesting Conditions in the Year		-			-			(15,363	)
Plus: Dividends or Other Earnings Paid in the Year		-			-			-
Compensation Actually Paid to CEO		744,044			1,553,404			700,831

(4)

The following table shows the amounts deducted from and added to the average Summary Compensation Table total for our Non-CEO NEOs to calculate the “average compensation actually paid” to our Non-PEO NEOs (in dollars):

	2025 Average			2024 Average			2023 Average
Summary Compensation Table Total		351,082			263,116			187,833
(Minus): Grant Date Fair Value of Equity Awards Granted in Year		(21,449	)		(93,118	)		(21,925	)
Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Year		23,110			39,308			19,542
Plus: Fair Value at Vesting Date of Equity Awards Granted and Vested in the Year		-			20,601			607
Plus (Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years		(1,808	)		606			(27,402	)
Plus (Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year		1,567			12,359			(748	)
(Minus): Fair Value as of the Prior Year End of Equity Awards Granted in Prior Years that Failed to Meet Vesting Conditions in the Year		-			(26,251	)		(1,606	)
Plus: Dividends or Other Earnings Paid in the Year		-			-			-
Average Compensation Actually Paid to Non-CEO NEOs		352,502			216,621			156,300

(5)

Assumes $100 was invested for the period starting December 31, 2022, through the end of the listed year in the Company. For 2025, represents the three-year total shareholder return (2023-2025), for 2024, represents the two-year total shareholder return (2023-2024), and for 2023, represents the one-year total shareholder return (2023).

(6)

The amounts reported represent the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year.

Relationships Between Compensation Actually Paid and Total Shareholder Return

The graph below reflects the relationship between “compensation actually paid” to the CEO, “average compensation actually paid” to the Non-CEO NEOs and the Company’s cumulative total shareholder return (“TSR”) for the years ended December 31, 2025, 2024 and 2023.

Relationships Between Compensation Actually Paid and Net Income (Loss)

The graph below reflects the relationship between “compensation actually paid” to the CEO, “average compensation actually paid” to the Non-CEO NEOs and the Company’s net income (loss) for the years ended December 31, 2025, 2024 and 2023.

Director Compensation

We have entered into a director agreement (a “Director Agreement”), with each of our non-employee directors. Under the terms of each Director Agreement (as amended effective July 1, 2020), the compensation payable to our non-employee directors consists of:

●

an annual cash retainer fee equal to $40,000 (pro-rated for any partial year of service);

●

an additional cash retainer fee (pro-rated for any partial year of service) for service on a committee, as follows: Compensation Committee: $6,000 ($12,000 if chair); the Nominating and Corporate Governance Committee, $4,000 ($8,000 if chair); and the Audit Committee, $8,000 ($16,000 if chair);

●

an initial grant of 20,000 options in respect of the director’s first 12 months’ of service; and

●

an annual grant of 10,000 options at the start of each fiscal year.

Such options are granted under the 2017 Omnibus Incentive Plan, with a per share exercise price equal to the fair market value per share as of the date of grant. The initial option grant for a new director (made in respect of the director’s first 12 months of service) is issued on or around the date of commencement of service, and vests in three equal installments on the first three anniversaries of the grant date, subject to the director’s continued service as our director through the applicable vesting date. The annual director grants are made on a fiscal year basis at the start of the applicable fiscal year (with the annual grant made in respect of the first full fiscal year beginning during the director’s term to be pro-rated for the length of service from the first anniversary of the director’s start date through the end of such fiscal year), and vest on the first anniversary of the grant date, subject to the director’s continued service as our director through the vesting date. All director option grants are subject to the terms and conditions of the 2017 Omnibus Incentive Plan and the applicable option award agreement memorializing such grant.

Director Compensation Table for 2025

The following table summarizes the total compensation earned by our non-employee directors in 2025.

Name	Fees Earned ^{(1) (3)} ($)		Option Awards^{(2) (3)} ($)		Total ($)
Brendan Delaney		33,600		24,659		58,259
Patrick Fabbio		39,200		26,886		66,086
Matthew Kirkby		44,800		29,112		73,912
Jiangwen Majeti		37,800		26,329		64,129
Sihai Xu		28,000		22,433		50,433

	____________________________________
	(1)	Amounts reported in this column reflect the cash retainer fees earned by each director for their services provided for the fiscal year 2025. On April 21, 2025, we elected to make the following option grants to our non-employee in substitution for 30% of their 2025 cash retainer fees: Mr. Delaney, 11,822 options; Mr. Fabbio, 13,793 options; Mr. Kirkby, 15,763 options; Dr. Majeti, 13,300 options; and Mr. Xu, 9,852 options.

(2)

Amounts reported in this column reflect the aggregate grant date fair value of the options granted during 2025 (including those described in the preceding footnote), computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 for stock-based compensation transactions (“ASC 718”). Such grant date fair values do not take into account any estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these amounts are included in Note 7 to our consolidated financial statements included in this Annual Report. These amounts do not reflect the actual economic value that may be realized by the directors upon the exercise of the share options or the sale of the ordinary shares underlying such share options.

(3)

As of December 31, 2025, (i) Mr. Delaney holds 121,728 unexercised options; (ii) Mr. Fabbio holds 108,793 unexercised options; (iii) Mr. Kirkby holds 130,638 unexercised options; (iv) Dr. Majeti holds 85,695 unexercised options; and (v) Mr. Xu holds 77,899 unexercised options.

Policies And Practices Related to The Grant of Certain Equity Awards

We grant equity awards on an annual basis and may grant equity awards on a discretionary basis in connection with certain events such as the commencement of employment, service or promotion. Although we do not have a formal policy regarding the timing of options , we do not grant options or any other form of equity compensation in anticipation of the release of material, non-public information. Similarly, we do not time the release of material, non-public information based on option or other equity award grant dates for the purpose of affecting the value of executive compensation. During the last completed fiscal year, we have not granted options to any of our NEOs during the period beginning four business days before and ending one business day after the filing of a periodic report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K.

Award Timing MNPI Considered [Flag]

true

- Definition

Disclosure of information about related party transaction.

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+ Details

BeyondSpring Inc. 10-K