In November 2013, the Company's BOD and sole stockholder adopted the Jaguar Health, Inc. 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 Plan allows the Company's BOD to grant stock options, restricted stock awards, and RSUs to employees, officers, directors, and consultants. Following the effective date of the Initial Public Offering (“IPO”) and after the effectiveness of

any grants under the 2013 Plan contingent on the IPO, no additional stock awards will be granted under the 2013 Plan. Outstanding grants continue to be exercisable; however, any unissued shares under the plan and any forfeitures of outstanding options do not roll over to the 2014 Stock Incentive Plan. There were zero shares outstanding as of September 30, 2025, and December 31, 2024.

Effective May 12, 2015, the Company adopted the Jaguar Health, Inc. 2014 Stock Incentive Plan (“2014 Plan”). The 2014 Plan provides options, restricted stock, and RSUs to eligible employees, directors, and consultants to purchase the Company's common stock. The term of an incentive stock option may not exceed 10 years, except that with respect to any participant who owns more than 10% of the voting power of all classes or our outstanding stock, the term must not exceed 5 years. The 2014 Plan provides for automatic share increases on the first day of each fiscal year in the amount of 5% of the outstanding number of shares of the Company's common stock on the last day of the preceding calendar year. The 2014 Plan replaced the 2013 Plan except that all outstanding options under the 2013 Plan remain outstanding until exercised, canceled, or expired.

As of September 30, 2025, 29,081 options were outstanding, and 335,672 options were available for grant. As of December 31, 2024, 30,469 options were outstanding, and 149 options were available for grant.

Effective June 16, 2020, the Company adopted the Jaguar Health, Inc. New Employee Inducement Award Plan (“2020 Inducement Award Plan”) and, subject to the adjustment provisions of the Inducement Award Plan, reserved 2,222 shares of the Company’s common stock for issuance pursuant to equity awards granted under the Inducement Award Plan. The term of an incentive stock option may not exceed 10 years, except that with respect to any participant who owns more than 10% of the voting power of all classes or our outstanding stock, the term must not exceed five years. The 2020 Inducement Award Plan grants non-statutory stock options, RSUs, restricted stock, and performance shares. The 2020 Inducement Award Plan was adopted without Stockholder Approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. The terms and conditions of the 2020 Inducement Award Plan are substantially similar to the Company’s 2014 Stock Incentive Plan but with such other terms and conditions intended to comply with the Nasdaq inducement award rules. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, the only persons eligible to receive grants of equity awards under the Inducement Award Plan are individuals who were not previously an employee or director of the Company or following a bona fide period of non-employment, as an inducement material to such persons entering into employment with the Company.

On August 13, 2024, the BOD of the Company approved an amendment to the 2020 Inducement Award Plan to reserve an additional 19,721 shares of the Company’s common stock for issuance pursuant to equity awards granted under the Inducement Award Plan, thereby increasing the number of shares of the Company’s common stock issuable thereunder from 58,540 shares to 78,561 shares.

As of September 30, 2025, 521 options were outstanding, and 1,730 options were available for grant. As of December 31, 2024, 1 option was outstanding, and 17,546 options were available for grant.

The following table summarizes the incentive plan activity for the nine months ended September 30, 2025, and the year ended December 31, 2024:



(in thousands, except share and per share data)	Shares Available for Grant			Stock Options Outstanding			RSUs Outstanding			Weighted Average Stock Option Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value*


Balances as of January 1, 2024		417			16			1,798		$	893,466		6.21	$	—
Additional shares authorized		46,154			—			—			—		—		—
Options granted		(30,578	)		30,578			—			32		—		—
Options canceled		124			(124	)		—			221		—		—
RSUs granted		(5,644	)		—			5,644			—		—		—
RSUs vested and released		7,216			—			(7,216	)		—		—		—
RSUs cancelled		6			—			(6	)		—		—		—
Outstanding at December 31, 2024		17,695			30,470			220		$	311		9.77	$	—
Additional shares authorized		327,027			—			—			—				—
Options granted		(520	)		520			—			5				—
Options canceled		1,388			(1,388	)		—			32				—
RSUs granted		(12,100	)		—			12,100			—				—
RSUs vested		(1,292	)		—			1,292			—				—
RSUs cancelled		5,204			—			(5,204	)		—				—
Outstanding at September 30, 2025		337,402			29,602			8,408		$	3,409		8.94	$	—
Exercisable at September 30, 2025					7,869					$	425.02		8.69	$	—
Vested and expected to vest at September 30, 2025					7,869					$	425.02		8.69	$	—

* The fair market value of Jaguar stock on September 30, 2025, was $2.33 per share.

The intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair market value of the Company's common stock for in-the-money options.

The number of options exercised during the nine months ended September 30, 2025, and the year ended December 31, 2024, were zero.

The weighted average grant date fair value of stock options granted was $4.39 per share during the nine months ended September 30, 2025, and $30.33 per share for the year ended December 31, 2024.

The number of options that were vested for the nine months ended September 30, 2025, and for the year ended December 31, 2024, was 6,493 and 1,437, respectively. The grant date weighted average fair value of options that were vested for the nine months ended September 30, 2025 and for the year ended December 31, 2024, was $29.75 and $142.01, respectively.

The following table summarizes stock-based compensation expenses related to stock options, inducement stock options, and RSUs for the three and nine months ended September 30, 2025 and 2024, and are included in the unaudited condensed consolidated statements of operations as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2025		2024		2025		2024
Research and development expense	$	25	$	97	$	234	$	562
Sales and marketing expense		28		32		82		104
General and administrative expense		82		181		399		608
Total	$	135	$	310	$	715	$	1,274

As of September 30, 2025, the Company had $429,000 unrecognized stock-based compensation expense for options, inducement options, and RSUs outstanding.

No range of assumptions was set forth and used in calculating the fair value of options granted during the nine months ended September 30, 2025 and 2024, respectively.

The Company sponsors a 401(k) defined contribution plan covering all employees. No employer contributions were made to the plan from plan inception through September 30, 2025.