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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒ |  |  | Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ |  |  | Preliminary Proxy Statement
☐ |  |  | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ |  |  | Definitive Proxy Statement
☐ |  |  | Definitive Additional Materials
☐ |  |  | Soliciting Material Pursuant to §240.14a-12

NURIX THERAPEUTICS, INC.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ |  |  | No fee required.
☐ |  |  | Fee paid previously with preliminary materials.
☐ |  |  | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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LETTER FROM OUR CEO
Dear fellow stockholders,
As we reflect on 2025 and look ahead to 2026 and beyond, Nurix enters its next chapter with a pivotal development program in chronic lymphocytic leukemia (CLL) underway. In addition, we are expanding opportunities in inflammation and immunology (I&I) and deepening our partnered pipeline. Our focus remains clear: to establish degrader-based medicines at the forefront of patient care in oncology and autoimmune disease.
Tremendous Progress in 2025: From Proof of Concept to Pivotal Trials
2025 marked a year of strategic transition for Nurix as bexobrutideg, our lead Bruton’s tyrosine kinase (BTK) degrader, advanced from clinical proof of concept into registrational development in relapsed/refractory chronic lymphocytic leukemia (CLL), the most common leukemia in adults. At the 67th American Society of Hematology (ASH) Annual Meeting, we presented maturing Phase 1a/1b data in heavily pretreated CLL patients that underscore bexobrutideg’s potential best-in-class profile.
In the Phase 1a cohort that consisted of patients who had received many prior lines of treatment, bexobrutideg achieved a remarkable objective response rate (ORR) of 83.0%, including two complete responses, with a median progression-free survival (PFS) of 22.1 months and a median duration of response of 20.1 months across all doses tested. Data from the randomized Phase 1b cohort comparing 200 mg and 600 mg once-daily dosing demonstrated higher response rates and a favorable trend toward longer PFS at the 600 mg dose. These results supported the 600 mg dose as the recommended Phase 2 dose in accordance with FDA’s Project Optimus. Importantly, bexobrutideg was well tolerated, demonstrating a consistent safety profile across dose levels, with no dose-limiting toxicities, no systemic fungal infections, and no Grade 4 infections.
We also reported encouraging Phase 1 data in Waldenström macroglobulinemia (WM), a type of non-Hodgkin lymphoma, achieving a 75.0% ORR with a median follow-up of 8.1 months. Notably, neither median duration of response nor PFS had been reached, indicating that patients continue to benefit from therapy over time. Collectively, these results position bexobrutideg as a potentially transformative once-daily, oral therapy for patients with B-cell malignancies.
Beyond bexobrutideg, we continued to advance our broader oncology pipeline, reflecting Nurix’s ability to apply its degrader expertise across multiple programs. Zelebrudomide, our dual BTK and cereblon neosubstrate degrader, progressed through dose escalation with the new chirally controlled drug form. NX-1607, our oral CBL-B inhibitor, generated additional monotherapy signals of efficacy with a disease control rate of 49.3% across doses and tumor types as well as supportive translational data in solid tumors, demonstrating dose-dependent target engagement and peripheral immune activation.
DAYBreak™ and the Path to Registration
The DAYBreak-201 Phase 2 study in relapsed/refractory CLL is designed as a pivotal trial to support accelerated approval in the United States. It is enrolling adult patients who have progressed after all approved agents, including a covalent BTK inhibitor, a BCL-2 inhibitor, and a non-covalent BTK inhibitor. These patients currently have few meaningful treatment options remaining.
We also announced plans for DAYBreak-306, a Phase 3 trial that will test bexobrutideg head-to-head against the latest approved BTK non-covalent inhibitor, pirtobrutinib. The trial is designed to not only enable full approval of bexobrutideg in the United States and other major markets, but also to generate practice-changing data that compares the removal of cancer-driving proteins versus merely inhibiting its enzymatic function.
STAT6 and IRAK4: Building a Differentiated I&I Portfolio
STAT6 is a key transcription factor regulating Type 2 inflammation. Our collaboration with Sanofi is focused on targeted degradation of STAT6 as an approach to modulating IL-4/IL-13–driven pathways compared with antibody or inhibitor strategies. In 2025, Sanofi exercised its option to extend its license for our STAT6 program, including on a development candidate, NX-3911, which currently is in investigational new drug (IND) enabling studies.
IRAK4 is a key kinase that regulates immune cell activity. In 2025, GS-6791 demonstrated potent and sustained IRAK4 degradation, robust inhibition of IL-1 and IL-36 signaling, and meaningful efficacy in an animal model of

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atopic dermatitis. Gilead and Nurix presented this preclinical data at the 2025 European Academy of Dermatology and Venereology Congress. Also in 2025, GS-6791 began a comprehensive, first-in-human Phase 1 study in healthy volunteers.
Financial Strength and Operational Discipline
We ended fiscal 2025 with $592.9 million in cash, cash equivalents, and marketable securities. In October 2025, we completed a $250.0 million underwritten registered offering with participation from leading healthcare-focused institutional investors, significantly strengthening our balance sheet and enabling accelerated execution across pivotal clinical programs and pipeline expansion.
Throughout 2025, our collaborations with Gilead, Sanofi, and Pfizer continued to validate the breadth and scalability of our DEL-AI™ platform while providing meaningful nondilutive capital. In 2025, we recognized $84.0 million in revenue from these partners and remain eligible for up to $6.1 billion in future fees and milestones, plus royalties on product sales. In oncology, our Degrader Antibody Conjugate (DAC) collaboration with Pfizer achieved multiple preclinical milestones that demonstrated the feasibility of DACs as a next-generation antibody-drug conjugate modality. In all our collaborations, we maintain highly valuable option rights to join our partners in co-development and co-commercialization in the United States, rights that are triggered after clinical data is obtained from trials funded and managed by our partners. Such optionality provides us with the ability to selectively and cost-effectively develop our product pipeline in alignment with established leaders in the fields of oncology and I&I.
Looking Ahead to 2026: Advancing to Phase 3 in Oncology and Expanding into I&I
The central theme for 2026 is advancing bexobrutideg to Phase 3 while also broadening the bexobrutideg clinical program to include selected I&I indications. BTK sits at a critical intersection of B-cell receptor, toll-like receptor, and Fc-receptor signaling, making it a compelling target in antibody-mediated autoimmune and inflammatory diseases. While existing BTK inhibitors validate aspects of this biology, they address only the kinase function of BTK and may be limited by off-target effects.
Bexobrutideg is designed to catalytically degrade BTK, eliminating both its kinase and scaffolding functions and enabling deeper and more durable pathway suppression at low, free plasma concentrations. We believe this profile may offer a more effective and safe therapeutic option for chronic autoimmune diseases where sustained control of pathogenic B-cell and myeloid signaling must be balanced with long-term tolerability.
2026 Catalysts and Strategic Priorities
As we enter 2026, our focus centers on four major priorities:

• | Bexobrutideg in CLL: Execute the DAYBreak-201 and DAYBreak-306 studies towards registration for CLL in multiple major markets.

• | Bexobrutideg in I&I: Complete the new tablet formulation single ascending dose / multiple ascending dose (SAD/MAD) study and file an IND in a selected I&I indication.

• | I&I Collaborations: Support advancement of Sanofi’s STAT6 degrader and Gilead’s IRAK4 degrader as they progress through IND-enabling and early clinical evaluation.

• | Pipeline and Platform: Define expansion paths for zelebrudomide and NX-1607 in high-value oncology indications and continue advancing DEL-AI–derived programs, including DACs with Pfizer, toward development candidate selection.

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Closing Thoughts
Nurix was founded on science that demonstrated the potential to selectively alter protein levels within the cell. After over a decade of applying rigorous scientific principles of drug discovery, we believe we are approaching an inflection point in our efforts to develop innovative, targeted protein degradation drugs to treat serious disease. We have a deep appreciation for all who have supported these efforts: the patients and families who participate in our trials, the investigators and study staff who partner with us, our corporate collaborators, our employees, and our stockholders. We expect 2026 will be a significant year for Nurix as we progress our clinical trials with the ultimate goal of delivering new therapies for patients in need. We look forward to sharing our progress as these therapies advance toward patients.
Sincerely,
Arthur T. Sands, M.D., Ph.D.
President & Chief Executive Officer
Nurix Therapeutics, Inc.
Brisbane, California
March 27, 2026

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FORWARD LOOKING STATEMENTS
The CEO letter above and the proxy statement below contain statements that relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statement may be identified by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “predict,” “should,” “will,” and similar expressions and their variants. All statements that reflect Nurix’s expectations, assumptions or projections about the future are forward-looking statements, including, without limitation, statements regarding: Nurix’s future plans, prospects and strategies; Nurix’s plans and expectations with respect to its current and prospective drug candidates; the tolerability, safety profile, therapeutic potential and other advantages of Nurix’s drug candidates; the planned timing and conduct of Nurix’s clinical trials; the planned timing for the provision of updates and findings from Nurix’s clinical trials; the potential benefits of and Nurix’s expectations with respect to its strategic collaborations; and the potential benefits and advantages of Nurix’s scientific approach, DEL-AI platform and degrader antibody conjugates. Forward-looking statements reflect Nurix’s current beliefs, expectations, and assumptions. Although Nurix believes the expectations and assumptions reflected in such forward-looking statements are reasonable, Nurix can give no assurance that they will prove to be correct. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and changes in circumstances that are difficult to predict, which could cause Nurix’s actual activities and results to differ materially from those expressed in any forward-looking statement. Such risks and uncertainties include, but are not limited to: (i) whether Nurix will be able to advance its drug candidates, obtain regulatory approval of and ultimately commercialize its drug candidates; (ii) uncertainties related to the timing and results of preclinical studies and clinical trials; (iii) whether Nurix will be able to fund development activities and achieve development goals; (iv) uncertainties related to the timing and receipt of payments from Nurix’s collaboration partners, including milestone payments and royalties on future product sales; (v) the impact of global business, political and macroeconomic conditions, cybersecurity events, instability in the banking system, and global events, including regional conflicts around the world, on Nurix’s business, clinical trials, financial condition, liquidity and results of operations; (vi) whether Nurix will be able to protect intellectual property and (vii) other risks and uncertainties described under the heading “Risk Factors” in Nurix’s Annual Report on Form 10-K for the year ended November 30, 2025, and other Securities and Exchange Commission filings. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements. The statements in the CEO letter and proxy statement speak only as of the date of the CEO letter and proxy statement, even if subsequently made available by Nurix on its website or otherwise. Nurix disclaims any intention or obligation to update publicly any forward-looking statements, whether in response to new information, future events, or otherwise, except as required by applicable law.

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NURIX THERAPEUTICS, INC.
1600 Sierra Point Parkway
Brisbane, California, 94005
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 15, 2026
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (Annual Meeting) of Nurix Therapeutics, Inc. (Nurix) is scheduled to be held on Friday, May 15, 2026, at 9:00 a.m. (Pacific Time). The meeting will be held as a virtual meeting only, via live audio webcast. You will not be able to attend the meeting in person. We believe that hosting a “virtual meeting” will enable greater stockholder attendance and participation from any location around the world.
You will be able to participate in and vote during the meeting by joining the live webcast at www.virtualshareholdermeeting.com/NRIX2026 on Friday, May 15, 2026, at 9:00 a.m. (Pacific Time). It is important that you retain a copy of the control number found on your proxy card or voting instruction form, as such number will be required in order for stockholders to gain access to the virtual meeting.
We are holding the meeting for the following purposes, which are more fully described in the accompanying proxy statement:

1. | To elect three Class III directors, each to serve a three-year term through the third annual meeting of stockholders following this meeting and until his or her successor has been elected and qualified or until his or her earlier resignation or removal.

2. | To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending November 30, 2026.

3. | To approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the proxy statement.

In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.
Only stockholders of record at the close of business on March 20, 2026, are entitled to receive notice of, and to vote at, the Annual Meeting and any adjournments thereof. On or about March 27, 2026, we expect to mail to stockholders a Notice of Internet Availability of Proxy Materials (the Notice of Internet Availability) containing instructions on how to access our proxy statement for the Annual Meeting and our Annual Report on Form 10-K for the fiscal year ended November 30, 2025 (Annual Report). The Notice of Internet Availability also provides instructions on how to vote through the internet or by telephone and includes instructions on how to receive paper copies of the proxy materials by mail, if desired.
For 10 days prior to the meeting, a complete list of the stockholders entitled to vote at the Annual Meeting will be available upon request by any stockholder for any purpose relating to the meeting. Stockholders can request the list of stockholders through our investor relations website at ir.nurixtx.com/contact-ir.
Your vote as a Nurix stockholder is very important. Each share of common stock that you own represents one vote.

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For questions regarding your stock ownership, you may contact us through our website at ir.nurixtx.com/contact-ir or, if you are a registered holder, via our transfer agent, Equiniti Trust Company, LLC, by email through their website at https://equiniti.com/us/ast-access or by phone at (800) 937-5449. Whether or not you expect to attend the virtual Annual Meeting, we encourage you to read the proxy statement and vote through the internet or by telephone, or to request, sign and return your proxy card as soon as possible, so that your shares may be represented at the Annual Meeting. For specific instructions on how to vote your shares, please refer to the section titled “General Proxy Information” in the proxy statement. Information on or accessible through our website is not incorporated by reference in the proxy statement.

|  |  | By Order of the Board of Directors,
|  |  | Arthur T. Sands, M.D., Ph.D.
|  |  | President and Chief Executive Officer
Brisbane, California |  |  |
March 27, 2026 |  |  |

Important Notice Regarding the Availability of Proxy Materials for the virtual Annual Meeting of Stockholders to be held on May 15, 2026: the Proxy Statement and our Annual Report are available at https://www.proxyvote.com. You will need the control number included on your proxy card or voting instruction form or included in the email to you if you received the proxy materials by e-mail, as such number will be required in order for stockholders to gain access to the virtual meeting.

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NURIX THERAPEUTICS, INC.
PROXY STATEMENT FOR 2026 ANNUAL MEETING OF STOCKHOLDERS
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|  |  | Page
INFORMATION ABOUT SOLICITATION AND VOTING |  |  | 1
INTERNET AVAILABILITY OF PROXY MATERIALS |  |  | 1
GENERAL INFORMATION ABOUT THE MEETING |  |  | 1
GENERAL PROXY INFORMATION |  |  | 2
CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE |  |  | 5
PROPOSAL NO. 1 ELECTION OF CLASS III DIRECTORS |  |  | 12
Non-Employee Director Compensation |  |  | 15
PROPOSAL NO. 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |  |  | 17
PROPOSAL NO. 3 NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION |  |  | 18
REPORT OF THE AUDIT COMMITTEE |  |  | 19
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |  |  | 20
EXECUTIVE OFFICERS |  |  | 22
EXECUTIVE COMPENSATION |  |  | 23
COMPENSATION DISCLOSURE AND ANALYSIS |  |  | 23
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION |  |  | 34
EXECUTIVE COMPENSATION TABLES |  |  | 35
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |  |  | 39
PAY RATIO DISCLOSURE |  |  | 41
PAY VERSUS PERFORMANCE |  |  | 42
EQUITY COMPENSATION PLAN INFORMATION |  |  | 44
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS |  |  | 45
ADDITIONAL INFORMATION |  |  | 46
OTHER MATTERS |  |  | 47

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NURIX THERAPEUTICS, INC.
1600 Sierra Point Parkway
Brisbane, California, 94005
PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
May 15, 2026
INFORMATION ABOUT SOLICITATION AND VOTING
The accompanying proxy is solicited on behalf of the Board of Directors of Nurix Therapeutics, Inc. (Nurix, the company, we, us, or our) for use at Nurix’s 2026 Annual Meeting of Stockholders (Annual Meeting) to be held via a virtual meeting. You will be able to participate in the Annual Meeting and vote during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/NRIX2026 on Friday, May 15, 2026, at 9:00 a.m. (Pacific Time), and any adjournment or postponement thereof. You will need the control number included on your proxy card or voting instruction form or included in the e-mail to you if you received the proxy materials by e-mail, as such number will be required in order for stockholders to gain access to the Annual Meeting.
We are making this proxy statement and the accompanying form of proxy and our Annual Report on Form 10-K for the fiscal year ended November 30, 2025 (Annual Report), first available to stockholders on or about March 27, 2026. An electronic copy of this proxy statement and Annual Report are available at www.proxyvote.com.
INTERNET AVAILABILITY OF PROXY MATERIALS
Under rules adopted by the Securities and Exchange Commission (SEC), we are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies to each stockholder. On or about March 27, 2026, we expect to send to our stockholders a Notice of Internet Availability of Proxy Materials (the Notice of Internet Availability) containing instructions on how to access our proxy materials, including our proxy statement and our Annual Report. The Notice of Internet Availability also provides instructions on how to vote and includes instructions on how to receive paper copies of the proxy materials by mail, or an electronic copy of the proxy materials by email.
This process is designed to reduce our environmental impact and lower the costs of printing and distributing our proxy materials while providing our stockholders timely access to this important information. If you would prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability.
GENERAL INFORMATION ABOUT THE MEETING
Purpose of the Meeting
At the meeting, stockholders will act upon the proposals described in this proxy statement. In addition, we will consider any other matters that are properly presented for a vote at the meeting. We are not aware of any other matters to be submitted for consideration at the meeting. If any other matters are properly presented for a vote at the meeting, the persons named in the proxy, who are officers of the company, have the authority in their discretion to vote the shares represented by the proxy.
Record Date; Quorum
Only holders of record of Nurix common stock at the close of business on March 20, 2026, the record date, will be entitled to vote at the meeting. At the close of business on March 20, 2026, a total of 103,405,813 shares of Nurix common stock were outstanding and entitled to vote.
The holders of a majority of the voting power of the shares of common stock issued and outstanding and entitled to vote at the meeting as of the record date must be present or represented by proxy at the meeting in order to hold the meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the meeting if you are present and vote online at the virtual meeting or if you have properly submitted a proxy in advance of the meeting. Abstentions, withhold votes, and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum.
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GENERAL PROXY INFORMATION
Voting Rights; Required Vote
Each holder of shares of Nurix common stock is entitled to one vote for each share of common stock held as of the close of business on the record date, March 20, 2026. You may vote all shares owned by you as of such date, including (1) shares held directly in your name as the stockholder of record and (2) shares held for you as the beneficial owner in street name through a broker, bank, trustee or other nominee. Dissenters’ rights are not applicable to any of the matters being voted on.
Stockholder of Record: Shares Registered in Your Name
If on March 20, 2026, your shares were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the meeting or vote in advance through the internet or by telephone, or if you request to receive paper proxy materials by mail, you may vote by filling out and returning the proxy card.
Beneficial Owner: Shares Registered in the Name of a Broker or Nominee
If on March 20, 2026, your shares were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account, and your nominee has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting.
Required Vote
Each Class III director will be elected by a plurality of the votes cast by the holders of the shares of stock entitled to vote on the matter that are present in person or represented by proxy at the Annual Meeting, which means that the three individuals nominated for election to our Board of Directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may vote “FOR ALL,” “WITHHOLD ALL,” or vote “FOR ALL EXCEPT” one or more of the nominees you specify. You may not cumulate votes in the election of directors.
Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending November 30, 2026, will be decided by the affirmative vote of the holders of a majority of the voting power of the shares of stock entitled to vote on the matter that are present in person or represented by proxy at the Annual Meeting and are voted either “FOR” or “AGAINST” the proposal.
Approval, on a non-binding advisory basis, of the compensation of our named executive officers will be decided by the affirmative vote of the holders of a majority of the voting power of the shares of stock entitled to vote on the matter that are present in person or represented by proxy at the Annual Meeting and are voted either “FOR” or “AGAINST” the proposal.
Recommendations of the Board of Directors on Each of the Proposals Scheduled to be Voted on at the Meeting
The Board of Directors recommends that you vote “FOR ALL” nominees for the election of the Class III directors named in this proxy statement (Proposal 1); “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending November 30, 2026 (Proposal 2); and “FOR” the approval, on a non-binding advisory basis, of the compensation of our named executive officers, as disclosed in this proxy statement (Proposal 3).
None of the directors or executive officers has any substantial interest in any matter to be acted upon at the Annual Meeting, other than Proposal 3 and elections to office with respect to the Class III directors nominated in Proposal 1.
Abstentions; Withholding; Broker Non-Votes
Abstentions occur when shares present at the Annual Meeting are marked “Abstain.” Under Delaware law, abstentions are counted as present and entitled to vote for purposes of determining whether a quorum is present but are voted neither “for” or “against” a matter. Accordingly, at the Annual Meeting, abstentions will have no effect on Proposals 1, 2 or 3.
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A proxy submitted by a stockholder may indicate that the shares represented by the proxy are not being voted with respect to one or more directors (stockholder withholding). In addition, a broker may not be permitted to vote shares held by a customer in street name on a particular matter in the absence of instructions from the beneficial owner of the stock (broker non-vote). Broker non-votes occur when shares held by a broker for a beneficial owner are not voted because the broker did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares without instruction. The shares subject to a proxy which are not being voted on a particular matter because of either stockholder withholding or broker non-votes will count for purposes of determining the presence of a quorum at the Annual Meeting, but will not be treated as votes cast and, therefore, will have no effect on Proposals 1 or 3.
Brokers have limited discretionary authority to vote shares that are beneficially owned. While a broker is entitled to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares, a broker is not entitled to vote shares held for a beneficial owner on “non-routine” matters absent instructions from the beneficial owner of such shares. At our Annual Meeting, only Proposal 2 is considered a routine matter; accordingly, brokers have discretionary authority to vote shares that are beneficially owned on Proposal 2 without instructions from the beneficial owner of such shares. If a broker chooses not to vote shares for or against Proposal 2, it will have no effect because it will not be treated as a vote cast for or against the matter. The other proposals presented at the Annual Meeting, Proposals 1 and 3, are non-routine matters; accordingly, brokers do not have discretionary authority to vote shares that are beneficially owned by their customers on Proposals 1 or 3 without instructions from the beneficial owner of such shares. However, broker non-votes will have no effect on Proposals 1 and 3 because they will not be treated as a vote cast for or against the matter.
If you hold your shares in street name, it is critical that you cast your vote if you want it to count on all matters to be decided at the Annual Meeting.
Voting Instructions; Voting of Proxies
If you are a stockholder of record, you may:

• | vote online at the Annual Meeting — attend the Annual Meeting online and follow the instructions posted at www.virtualshareholdermeeting.com/NRIX2026. You will need the control number included on your proxy card or voting instruction form, or included in the e-mail to you if you received the proxy materials by email;

• | vote through the internet — in order to do so, please go to www.proxyvote.com and follow the instructions shown on your proxy card;

• | vote by telephone — in order to do so, please call the toll-free number 1-800-690-6903 and follow the instructions shown on your proxy card; or

• | vote by mail — if you request or receive a paper proxy card by mail, simply complete, sign and date the proxy card and return it as soon as possible before the meeting in the envelope provided.

Votes submitted through the internet or by telephone must be received by 11:59 p.m., Eastern Time, on May 14, 2026. Submitting your proxy, whether by telephone, through the internet or by mail if you requested or received a paper proxy card, will not affect your right to vote online should you decide to attend the virtual meeting.
If you are not the stockholder of record, and hold your shares through a broker, bank or other nominee, please refer to the voting instructions provided by your brokerage firm, bank or nominee to direct how to vote your shares.
For Proposal 1, you may vote “FOR ALL,” “WITHHOLD ALL,” or vote “FOR ALL EXCEPT” one or more of the nominees to the Board of Directors you specify. For Proposals 2 and 3, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting. Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted.
All proxies will be voted in accordance with the instructions specified on the proxy card. If you sign a physical proxy card and return it without instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of our Board of Directors stated above.
If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote your shares, your shares may constitute “broker non-votes” (as described above) and will not be counted in
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determining the number of shares necessary for approval of the proposals. However, shares that constitute broker non-votes will be counted for the purpose of establishing a quorum for the Annual Meeting.
If you receive more than one proxy card, your shares are either registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the instructions included on each proxy card or provided by your broker, bank or other nominee and vote each proxy card or voting instruction form through the internet, by telephone or by mail. If you requested or received paper proxy materials by mail, please complete, sign, date and return each proxy card or voting instruction form to ensure that all of your shares are voted.
Expenses of Soliciting Proxies
We will pay the expenses associated with soliciting proxies. Following the original distribution and mailing of the solicitation materials, we or our agents may solicit proxies by mail, email, telephone, facsimile, by other similar means, or in person. Our directors, officers and other employees, without additional compensation, may solicit proxies personally or in writing, by telephone, email or otherwise. Following the original distribution and mailing of the solicitation materials, we will request brokers, custodians, nominees and other record holders to forward copies of those materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, we, upon the request of the record holders, will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials and/or vote through the internet, you are responsible for any internet access charges you may incur.
Revocability of Proxies
A stockholder of record who has given a proxy may revoke it at any time before the closing of the polls by the inspector of elections at the Annual Meeting by:

• | delivering to our Secretary (by any means, including facsimile) a written notice stating that the proxy is revoked;

• | signing and delivering a proxy bearing a later date;

• | voting again through the internet or by telephone; or

• | attending and voting online at the Annual Meeting by following the instructions posted at www.virtualshareholdermeeting.com/NRIX2026 (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

Please note, however, that if your shares are held of record by a brokerage firm, bank or other nominee, and you wish to revoke a proxy, you must contact that firm to revoke or change any prior voting instructions.
Voting Results
Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.
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CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE
We are committed to good corporate governance practices. These practices provide an important framework within which our Board of Directors and management pursue our strategic objectives for the benefit of our stockholders.
Corporate Governance Guidelines
Our Board of Directors has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, Board committee structure and functions, and other policies for the governance of the company. Our Corporate Governance Guidelines are available without charge on the investor relations section of our website at ir.nurixtx.com/corporate-governance/overview.
Board Composition and Leadership Structure
The positions of Chief Executive Officer and Chair of our Board of Directors are held by two different individuals (Arthur T. Sands and Julia P. Gregory, respectively). This structure allows our Chief Executive Officer to focus on our day-to-day business while our Chair leads our Board of Directors in its fundamental role of providing advice to, and independent oversight of, management. We believe Ms. Gregory’s industry leadership and expertise in strategy development and implementation, business development and investment banking provide her with the expertise and judgment necessary to effectively oversee our company, our key risks, business strategy and management. Our Board of Directors believes such separation is appropriate at this time, as it enhances the accountability of the Chief Executive Officer to the Board of Directors and strengthens the independence of the Board of Directors from management.
Board Structure
Our Board of Directors is divided into three classes, with each class serving staggered three-year terms, so that approximately one-third of the directors stand for election each year. In the pharmaceutical industry, the extended timeline for drug development—often spanning a decade or more from discovery through regulatory approval—requires directors with deep institutional knowledge who can pursue long-term strategies without undue pressure to prioritize short-term results. A classified board supports this by providing continuity and stability of leadership, ensuring that at any given time a majority of directors have meaningful experience with our pipeline, regulatory history, and strategic direction. This structure also strengthens the Board of Directors’ ability to negotiate effectively on behalf of stockholders in the event of an unsolicited acquisition proposal, as it prevents an acquirer from gaining control of the Board of Directors in a single election cycle, affording the Board of Directors additional time to evaluate strategic options and maximize long-term stockholder value. The Board of Directors regularly evaluates its governance practices and believes this structure currently serves the best interests of our company and our stockholders.
Board’s Role in Risk Oversight
Our Board of Directors believes that open communication between management and the Board of Directors is essential for effective risk management and oversight. Our Board of Directors meets with our Chief Executive Officer and other members of the senior management team at quarterly meetings of the Board of Directors, where, among other topics, they discuss strategy and risks in the context of reports from the management team and evaluate the risks inherent in significant transactions. While our Board of Directors is ultimately responsible for risk oversight, our Board committees assist the Board of Directors in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to risk management in the areas of major financial risk exposures, internal control over financial reporting, disclosure controls and procedures, legal and regulatory compliance and cybersecurity and data privacy. The Compensation Committee assists our Board of Directors in assessing risks created by the incentives inherent in our compensation policies. The Nominating and Corporate Governance Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to the management of corporate governance, corporate responsibility and sustainability risks. The Clinical and Commercialization Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to our scientific integrity, our research platform and programs, and our clinical development and commercialization strategies, programs and opportunities.
Cybersecurity Risk Oversight
Securing the information of the participants in our clinical trials, employees, partners, and other third parties is important to us. We have adopted physical, technological, and administrative controls on data security, and have a
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defined procedure for data incident detection, containment, response, and remediation. While everyone at the company plays a part in managing these risks, oversight responsibility is shared by our Board of Directors, our Audit Committee, and management. Our management team provides regular cybersecurity updates in the form of written reports and presentations to our Audit Committee. Our Audit Committee also reviews metrics about cyber threat response preparedness, program maturity milestones, risk mitigation status, and the current and emerging threat landscape. Our Audit Committee reports to our Board of Directors regarding its activities, including those related to key cybersecurity risks, mitigation strategies and ongoing developments. We also maintain information security risk insurance coverage. We have not experienced any material cybersecurity incidents.
Director Independence
Our common stock is listed on the Nasdaq Global Market. Under the rules of the Nasdaq Stock Market LLC (Nasdaq), independent directors must constitute a majority of a listed company’s board of directors. In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees must be an “independent director.” Under the Nasdaq listing rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Additionally, compensation committee members must not have a relationship with the listed company that is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member.
Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (Exchange Act). In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: (i) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (ii) be an affiliated person of the listed company or any of its subsidiaries.
Our Board of Directors has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board of Directors determined that Julia P. Gregory, Roy D. Baynes, Roger Dansey, Anil Kapur, David L. Lacey, Judith A. Reinsdorf, Edward C. Saltzman, and Paul M. Silva, representing eight of our nine incumbent directors, are “independent directors” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq. In making these determinations, our Board of Directors reviewed and discussed information provided by the directors and us regarding each director’s business and personal activities and relationships as they may relate to us and our management, including the beneficial ownership of our capital stock by each non-employee director and any affiliates.
Board of Directors and Committee Self-Evaluations
Our Board of Directors is committed to a robust self-evaluation process designed for continuous improvement. To achieve this, the Board of Directors conducts an annual self-evaluation for itself and its committees. As part of this process for 2025, our Board of Directors utilized a third-party facilitator to seek feedback from each director, and the results were reported to and discussed with the Nominating and Corporate Governance Committee and the full Board of Directors.
Committees of Our Board of Directors
Our Board of Directors has established an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Clinical and Commercialization Committee, each of which has the composition and responsibilities described below. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors. Each of these committees has a written charter, copies of which are available without charge on the investor relations section of our website at ir.nurixtx.com/corporate-governance/overview.
Audit Committee
Our Audit Committee is composed of Ms. Gregory, Ms. Reinsdorf and Mr. Silva, with Mr. Silva serving as the chair of our Audit Committee. The composition of our Audit Committee meets the requirements for independence under the current Nasdaq and SEC rules and regulations. In addition, our Board of Directors has determined that each of
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Ms. Gregory and Mr. Silva is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act. This designation does not impose on Ms. Gregory or Mr. Silva any duties, obligations or liabilities that are greater than are generally imposed on members of our Audit Committee and our Board of Directors. Our Audit Committee is directly responsible for, among other things:

• | selecting and hiring our independent registered public accounting firm;

• | overseeing the qualifications, independence and performance of our independent auditors;

• | preparing the audit committee report to be included in our annual proxy statement;

• | overseeing our compliance with legal and regulatory requirements;

• | overseeing our accounting and financial reporting processes, including our financial statement audits and the integrity of our financial statements;

• | reviewing our cybersecurity and other information technology risks, controls and procedures, including our plans to mitigate cybersecurity risks and respond to data breaches;

• | periodically reviewing and assessing the provisions of our Code of Business Conduct and Ethics relating to conflicts of interest, corporate opportunities, insider trading, and financial, legal and regulatory compliance and recommending updates to the Board of Directors as applicable;

• | reviewing and approving related party transactions; and

• | reviewing, approving and overseeing compliance with our investment policy.

Compensation Committee
Our Compensation Committee is composed of Dr. Lacey, Mr. Saltzman and Mr. Silva, with Dr. Lacey serving as the chair of our Compensation Committee. Each member of our Compensation Committee is a non-employee director, as defined by Rule 16b-3 promulgated under the Exchange Act, and meets the requirements for independence under current Nasdaq and SEC rules and regulations. Our Compensation Committee is responsible for, among other things:

• | evaluating, recommending, approving and reviewing executive officer compensation arrangements, plans, policies and programs;

• | evaluating and recommending non-employee director compensation arrangements for determination by our Board of Directors;

• | administering our cash-based and equity-based compensation plans;

• | overseeing human capital management, including matters related to employee acquisition and development, employee engagement, employee retention and attrition, and pay equity; and

• | overseeing our compliance with regulatory requirements associated with the compensation of directors, officers and employees.

The Compensation Committee has the sole authority and responsibility, subject to any approval by the Board of Directors which the Compensation Committee or legal counsel determines to be desirable or required by applicable law or the Nasdaq listing rules, to determine all aspects of executive compensation packages for our Chief Executive Officer and other executive officers. The Compensation Committee also makes recommendations to our Board of Directors regarding the form and amount of compensation of non-employee directors. The Compensation Committee may take into account the recommendations of the Chief Executive Officer with respect to the compensation of the other executive officers, and the recommendations of the Board of Directors or any member of the Board of Directors with respect to the compensation of the Chief Executive Officer and other executive officers.
The Compensation Committee engaged an independent executive compensation consulting firm, Aon’s Human Capital Solutions practice, a division of Aon plc (Aon), to evaluate our executive compensation and non-employee director compensation program and practices and to provide advice and ongoing assistance on these matters for the fiscal year ended November 30, 2025. Specifically, Aon was engaged to:

• | provide compensation-related data for a peer group of companies to serve as a basis for assessing competitive compensation practices;

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• | review and assess our current non-employee directors, Chief Executive Officer and other executive officer compensation policies and practices and equity profile, relative to market practices;

• | review and assess our current executive compensation program relative to market practices to identify any potential changes or enhancements to be brought to the attention of the Compensation Committee; and

• | review market practices regarding base salary, bonus and equity programs.

Representatives of Aon attended the regular meetings of the Compensation Committee, including executive sessions from time to time without any members of management present. During the fiscal year ended November 30, 2025, Aon worked directly with the Compensation Committee (and not on behalf of management) to assist the Compensation Committee in satisfying its responsibilities and undertook no projects for management without the Compensation Committee’s prior approval. The Compensation Committee has determined that none of the work performed by Aon during the fiscal year ended November 30, 2025, raised any conflict of interest.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee is composed of Ms. Gregory, Ms. Reinsdorf and Mr. Kapur, with Ms. Reinsdorf serving as the chair of our Nominating and Corporate Governance Committee. Each member of our Nominating and Corporate Governance Committee meets the requirements for independence under the current Nasdaq listing rules. Our Nominating and Corporate Governance Committee is responsible for, among other things:

• | identifying, considering and recommending candidates for membership on our Board of Directors;

• | overseeing the process of evaluating the performance of our Board of Directors;

• | advising our Board of Directors on other corporate governance matters;

• | periodically reviewing and assessing the provisions of our Code of Business Conduct and Ethics relating to corporate governance, corporate responsibility and sustainability and recommending updates to the Board of Directors as applicable;

• | reviewing the written charters of the committees of the Board of Directors on an annual basis and recommending revisions to the Board of Directors as applicable;

• | overseeing and recommending to the Board of Directors any of our programs relating to corporate responsibility and sustainability, including environmental, social and governance (ESG) matters;

• | reviewing and assessing with management our performance, risks, controls and procedures relating to corporate responsibility and sustainability; and

• | overseeing our engagement efforts with stockholders and other key stakeholders.

Clinical and Commercialization Committee
Our Clinical and Commercialization Committee is composed of Dr. Baynes, Dr. Dansey, Dr. Lacey, Mr. Kapur and Mr. Saltzman, with Dr. Baynes serving as chair of our Clinical and Commercialization Committee. Our Clinical and Commercialization Committee is responsible for, among other things:

• | reviewing and providing advice on our clinical development programs and our progress in achieving strategic research, development and commercialization objectives;

• | reviewing and providing advice on our clinical target selection, product candidate pipeline and clinical research activities;

• | reviewing and providing advice on risks relating to clinical development, clinical trial safety, commercial strategy, commercial plans, commercial execution and our product candidate pipeline;

• | overseeing the design, implementation and effectiveness of our healthcare compliance program;

• | reviewing and assessing the provisions of our Code of Business Conduct and Ethics relating to our scientific integrity, clinical programs and product candidates, and recommending updates to the Board of Directors as applicable; and

• | reviewing and providing advice on external scientific research, discoveries and commercial developments.

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Code of Business Conduct and Ethics
Our Board of Directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. We intend to disclose future amendments to certain provisions of our Code of Business Conduct and Ethics, or waivers of these provisions, on our website or in public filings. The full text of our code of conduct is posted on the investor relations section of our website at ir.nurixtx.com/corporate-governance/overview.
Corporate Social Responsibility
We believe that corporate social responsibility (CSR) initiatives are important to our business and to creating sustainable value for our stockholders and wider stakeholder group. Our Board of Directors and management are committed to these initiatives and believe these efforts will benefit our employees, partners, and the communities in which we operate.
Social and Ethical Practices
We are committed to treating our employees fairly, compensating them competitively, and investing in their professional growth.

• | Equality and respect. We are committed to creating and maintaining a workplace free from discrimination or harassment on the basis of color, race, sex, national origin, ethnicity, religion, age, disability, sexual orientation, gender identification or expression or any other status protected by applicable law. Our management team and employees are expected to exhibit and promote honest, ethical and respectful conduct in the workplace. All of our employees must adhere to our Code of Business Conduct and Ethics that sets standards for appropriate behavior and are required to attend biennial training to help prevent, identify, report and stop any type of discrimination and harassment. Recruitment, hiring, development, training, compensation and advancement at our company is based on qualifications, performance, skills and experience without regard to gender, race and ethnicity.

• | Competitive pay and benefits. Drug development is a complex endeavor that requires deep expertise and experience across a broad array of disciplines. Biotechnology and pharmaceutical companies both large and small compete for a limited number of qualified applicants to fill specialized positions. We monitor our compensation programs closely and provide what we consider to be a very competitive mix of compensation, insurance and wellness benefits for all our employees, as well as enhanced maternity and paternity programs. To attract qualified applicants, we offer a total rewards package consisting of base salary and cash target bonus, a comprehensive benefits package and equity compensation for all full-time employees. Bonus opportunity and equity compensation increase as a percentage of total compensation based on level of responsibility. Actual bonus payout is based on company and individual performance.

• | Employee development and training. We focus on attracting, retaining and cultivating talented individuals. We emphasize employee development and training by providing access to a wide range of online and instructor-led development and continual learning programs. Employees are encouraged to attend scientific, clinical and technological meetings and conferences and have access to broad resources they need to be successful.

Governance
We are committed to corporate governance policies and practices demonstrating the highest standards of business ethics. We have procedures in place to help ensure compliance with governmental regulations. We review industry trends and best practices so we can continue to foster an environment centered around accountability.

• | Board of Directors Oversight. Our Board of Directors routinely discusses with management issues impacting our employees, including workplace culture, talent retention and employee development.

• | Nominating and Corporate Governance Committee Oversight. Our Nominating and Corporate Governance Committee’s purview includes oversight of our corporate responsibility programs.

• | Code of Business Conduct and Ethics Training Compliance. All employees and members of the Board of Directors are trained in and affirm compliance with our comprehensive Code of Business Conduct and Ethics.

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Board and Committee Meetings and Attendance
The Board of Directors and its committees meet regularly throughout the year and also hold special meetings and act by written consent from time to time. During fiscal year 2025, the Board of Directors held nine meetings; the Audit Committee held four meetings; the Compensation Committee held seven meetings; the Nominating and Corporate Governance Committee held seven meetings; and the Clinical and Commercialization Committee held five meetings. During fiscal year 2025, none of the directors attended fewer than 75% of the aggregate of the total number of meetings held by the Board of Directors during his or her tenure and the total number of meetings held by all committees of the Board of Directors on which such director served during his or her tenure. The independent members of the Board of Directors meet regularly in executive session without management directors or members of management present, either during scheduled meetings of the Board of Directors or on an ad hoc basis, to discuss such matters as the independent directors consider appropriate.
Board Attendance at Annual Meeting of Stockholders
We invite and encourage each member of our Board of Directors to attend our annual meetings of stockholders; however, we do not have a formal policy regarding attendance by the members of our Board of Directors at our annual meetings of stockholders. Four of the nine then-serving members of our Board of Directors attended our 2025 annual meeting of stockholders (the 2025 Annual Meeting).
Communication with Directors
Stockholders and interested parties who wish to communicate with our Board of Directors, the non-management members of our Board of Directors as a group, a committee of the Board of Directors or a specific member of our Board of Directors (including the Chair of our Board of Directors) may do so by letter addressed to:
Nurix Therapeutics, Inc.
c/o Secretary
1600 Sierra Point Parkway
Brisbane, California, 94005
All communications by letter addressed to the attention of our Secretary will be reviewed by the Secretary and provided to the members of the Board of Directors unless such communications are unsolicited items, sales materials and other routine items and items unrelated to the duties and responsibilities of the Board of Directors.
Considerations in Evaluating Director Nominees
The Nominating and Corporate Governance Committee is responsible for identifying, considering and recommending candidates to the Board of Directors for membership on the Board of Directors. A variety of methods are used to identify and evaluate director nominees, with the goal of maintaining and further developing a diverse, experienced and highly qualified Board of Directors. Candidates may come to our attention through current members of our Board of Directors, professional search firms, stockholders or other persons.
The Nominating and Corporate Governance Committee will recommend to the Board of Directors for selection all nominees to be proposed by the Board of Directors for election by the stockholders, including approval or recommendation of a slate of director nominees to be proposed by the Board of Directors for election at each annual meeting of stockholders, and will recommend all director nominees to be appointed by the Board of Directors to fill interim director vacancies.
Our Board of Directors encourages selection of directors who will contribute to the company’s overall corporate goals and diversity of viewpoints and ideas. The Nominating and Corporate Governance Committee may from time to time review and recommend to the Board of Directors the desired qualifications, expertise and characteristics of directors, including such factors as breadth of experience, knowledge about our business and industry, diversity, willingness and ability to devote adequate time and effort to the Board of Directors, ability to contribute to the Board of Directors’ overall effectiveness, and the needs of the Board of Directors and its committees. Exceptional candidates who do not meet all of these criteria may still be considered. In evaluating potential candidates for the Board of Directors, the Nominating and Corporate Governance Committee considers these factors in the light of the specific needs of the Board of Directors at that time.
In addition, under our Corporate Governance Guidelines, a director is expected to spend the time and effort necessary to properly discharge such director’s responsibilities. Accordingly, a director is expected to regularly
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attend meetings of the Board of Directors and committees on which such director sits, and to review, prior to meetings, the materials distributed in advance for such meetings. Thus, the number of other public company boards and other boards (or comparable governing bodies) on which a prospective nominee is a member, as well as his or her other professional responsibilities, will be considered. Also, under our Corporate Governance Guidelines, there are no limits on the number of three-year terms that may be served by a director. However, in connection with evaluating recommendations for nomination for reelection, the Nominating and Corporate Governance Committee considers director tenure.
Stockholder Recommendations for Nominations to the Board of Directors
The Nominating and Corporate Governance Committee will consider properly submitted stockholder recommendations for candidates for membership on our Board of Directors who meet the minimum qualifications as described above. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. A stockholder of record can nominate a candidate for election to the Board of Directors by complying with the procedures in Article I, Section 1.12 of our amended and restated bylaws. Any eligible stockholder who wishes to submit a nomination should review the requirements in the amended and restated bylaws on nominations by stockholders. Any nomination should be sent in writing to our Secretary at Nurix Therapeutics, Inc., 1600 Sierra Point Parkway, Brisbane, California, 94005. Submissions must include the full name of the proposed nominee, complete biographical information, a description of the proposed nominee’s qualifications as a director, other information specified in our amended and restated bylaws, and a representation that the nominating stockholder is a beneficial or record holder of our stock. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. These candidates are evaluated at meetings of the Nominating and Corporate Governance Committee and may be considered at any point during the year. If any materials are provided by a stockholder in connection with the recommendation of a director candidate, such materials are forwarded to the Nominating and Corporate Governance Committee.
Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our Board of Directors is set forth below under “Stockholder Proposals and Director Nominations To Be Presented at Next Annual Meeting.”
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PROPOSAL NO. 1
ELECTION OF CLASS III DIRECTORS
Our Board of Directors is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors and director nominees in Class III will stand for election at the Annual Meeting. The terms of office of directors in Class I and Class II do not expire until the annual meetings of stockholders to be held in 2027 and 2028, respectively. Our Nominating and Corporate Governance Committee recommended to our Board of Directors, and our Board of Directors nominated, Dr. Sands, Dr. Dansey and Mr. Silva, each an incumbent Class III director, for election as Class III directors at the Annual Meeting. At the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors proposes that each of the Class III nominees be elected as a Class III director for a three-year term expiring at the annual meeting of stockholders to be held in 2029 and until such director’s successor is duly elected and qualified or until such director’s earlier resignation or removal.
Each Class III director will be elected by a plurality of the votes cast by the holders of the shares of stock entitled to vote on the matter that are present in person or represented by proxy at the virtual Annual Meeting. This means that the three individuals nominated for election to the Board of Directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. As a result, any shares not voted “FOR” a particular nominee, whether as a result of a withhold vote or a broker non-vote, will not be counted in such nominee’s favor and will have no effect on the outcome of the election. You may vote “FOR ALL,” “WITHHOLD ALL,” or vote “FOR ALL EXCEPT” one or more of the nominees you specify. Shares represented by proxies will be voted “FOR ALL” unless the proxy is marked to withhold authority to so vote. You may not cumulate votes in the election of directors. If a nominee for any reason is unable to serve, the proxies may be voted for such substitute nominee as the proxy holders, who are officers of our company, might determine. Each nominee has consented to being named in this proxy statement and to serve if elected. Proxies may not be voted for more than three directors.
Nominees to the Board of Directors
The nominees and their ages as of March 20, 2026, are provided in the table below. Additional biographical information for each nominee is set forth in the text below the table.

Name |  |  | Age |  |  | Class
Arthur T. Sands, M.D., Ph.D. |  |  | 64 |  |  | Class III Director
Roger Dansey, M.D.(1) |  |  | 69 |  |  | Class III Director
Paul M. Silva(2)(3) |  |  | 60 |  |  | Class III Director

(1) | Member of our Clinical and Commercialization Committee.

(2) | Member of our Audit Committee.

(3) | Member of our Compensation Committee.

Arthur T. Sands, M.D., Ph.D., has served as our Chief Executive Officer and a member of our Board of Directors since September 2014. Prior to joining us, Dr. Sands was the co-founder and served as President, Chief Executive Officer, and member of the board of directors of Lexicon Pharmaceuticals, a biopharmaceutical company focused on target validation and pharmaceutical development, from 1995 to July 2014. Before founding Lexicon Pharmaceuticals, Dr. Sands served as an American Cancer Society postdoctoral fellow in the Department of Human and Molecular Genetics at Baylor College of Medicine. Dr. Sands holds a B.A. in Economics and Political Science from Yale University and an M.D. and a Ph.D. in Cell Biology from Baylor College of Medicine. We believe Dr. Sands is qualified to serve on our Board of Directors due to his leadership experience gained from serving as our Chief Executive Officer, his scientific and medical training, and his extensive experience in the life sciences industry.
Roger Dansey, M.D., has served as a member of our Board of Directors since November 2025. Dr. Dansey served as the Chief Development Officer and Chief Oncology Officer of Pfizer Oncology from January 2024 until his retirement in March 2025. He served as President, Research and Development of Seagen from November 2022 until Pfizer’s acquisition of Seagen in December 2023. Dr. Dansey was interim Chief Executive Officer of Seagen from May 2022 until November 2022 and served as Chief Medical Officer at Seagen starting in 2018. From 2015 to 2018, Dr. Dansey was Therapeutic Area Head for Late-Stage Oncology at Merck & Co., Inc., where he was responsible for registration efforts for Keytruda (pembrolizumab) across multiple tumor types. Earlier in his career, Dr. Dansey was the Vice President of Oncology Clinical Research at Gilead Sciences and the Global Development Lead for Xgeva
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(denosumab) at Amgen. Before joining industry, Dr. Dansey was an associate professor of hematology and oncology at the Karmanos Cancer Institute in Detroit. Dr. Dansey currently serves on the boards of directors of Bicycle Therapeutics plc, Inovio Pharmaceuticals, Inc., Atida Bio, MycRX Pharma, Ottimo Pharma Ltd., and Shasqi Inc. Dr. Dansey holds an M.D. from the University of Witwatersrand, Johannesburg, South Africa. We believe Dr. Dansey is qualified to serve on our Board of Directors due to his extensive experience in cancer drug development, his oncology expertise, his medical training and his leadership experience in the life science industry.
Paul M. Silva has served as a member of our Board of Directors since October 2021. Mr. Silva is a biotechnology leader with more than 30 years of finance and operational experience. He served as senior vice president, chief accounting officer, at Vertex Pharmaceuticals Incorporated (Vertex), a global biotechnology company, from April 2011 until his retirement in April 2021, and also served as the company’s interim chief financial officer from January 2019 to April 2019. Mr. Silva joined Vertex in August 2007 and was the company’s vice president and corporate controller from September 2008 through April 2011. Prior to Vertex, he held positions at Iron Mountain Incorporated, Thermo Electron Corporation, and Andersen LLP. Mr. Silva currently serves on the board of directors of Rapport Therapeutics, Inc. Mr. Silva holds a B.S. in accounting from Assumption College. We believe Mr. Silva is qualified to serve on our Board of Directors because of his extensive finance and operational experience and his biotechnology leadership experience.
Continuing Directors
The directors who are serving for terms that end following the Annual Meeting and their ages as of March 20, 2026, are provided in the table below. Additional biographical information for each continuing director is set forth in the text below the table.

Name |  |  | Age |  |  | Class
Julia P. Gregory(1)(2) |  |  | 73 |  |  | Class I Director
Roy D. Baynes, MB.Bch., M.Med., Ph.D.(3) |  |  | 71 |  |  | Class II Director
Anil Kapur(2)(3) |  |  | 56 |  |  | Class I Director
David L. Lacey, M.D.(3)(4) |  |  | 73 |  |  | Class I Director
Judith A. Reinsdorf, J.D.(1)(2) |  |  | 62 |  |  | Class II Director
Edward C. Saltzman(3)(4) |  |  | 71 |  |  | Class II Director

(1) | Member of our Audit Committee.

(2) | Member of our Nominating and Corporate Governance Committee.

(3) | Member of our Clinical and Commercialization Committee.

(4) | Member of our Compensation Committee.

Julia P. Gregory has served as Chair of our Board of Directors since May 2024 and as a member of our Board of Directors since August 2019. Ms. Gregory is currently Chair and Chief Executive Officer of Isometry Advisors, Inc., a biotechnology financial, strategy, and management advisory firm. Ms. Gregory formerly served as Chief Executive Officer at ContraFect Corporation, a biotechnology company focused on therapeutics for drug resistant infectious diseases, from November 2013 through March 2016, and as a member of its board of directors from April 2014 through March 2016. Prior to her appointment as Chief Executive Officer, Ms. Gregory served as ContraFect’s Executive Vice President and Chief Financial Officer from July 2012 to November 2013. From 2009 to August 2011, Ms. Gregory served as President and Chief Executive Officer of Five Prime Therapeutics, Inc., and from 2000 to 2008 she served as Executive Vice President, Corporate Development and Chief Financial Officer of Lexicon Pharmaceuticals, Inc. In addition, Ms. Gregory has twenty years of investment banking experience, including at Dillon, Read & Co. and at Punk, Ziegel & Company, where she served as the head of investment banking and head of its life sciences practice. Ms. Gregory currently serves on the board of directors of Biohaven Ltd. and Spinal Simplicity, LLC. Ms. Gregory holds a B.A. from George Washington University and an M.B.A. from the Wharton School at the University of Pennsylvania. We believe that Ms. Gregory is qualified to serve as a member of our Board of Directors because of her industry leadership and expertise in strategy development and implementation, investment banking and business development.
Roy D. Baynes, MB.Bch., M.Med., Ph.D., has served as a member of our Board of Directors since March 2025, and served as a member of our medical advisory board from October 2023 until his appointment to our Board of Directors in March 2025. Since July 2022, Dr. Baynes has served as Executive Vice President and Chief Medical Officer of Eikon Therapeutics, Inc. (Eikon), a biotechnology company. Prior to Eikon, Dr. Baynes served as
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Senior Vice President and Head of Global Clinical Development at Merck Research Laboratories, the research division of Merck and Co., Inc., beginning in December 2013, and as Chief Medical Officer of Merck and Co., Inc., a global healthcare company, from July 2016 until April 2022. Dr. Baynes also previously served as Senior Vice President of Oncology, Inflammation and Respiratory Therapeutics at Gilead Sciences, Inc., and as Vice President of Global Clinical Development and Therapeutic Area Head for Hematology/Oncology at Amgen, Inc. Before joining Amgen, Dr. Baynes was the Charles Martin Professor of Cancer Research at the Barbara Ann Karmanos Cancer Institute, a National Cancer Institute-designated Comprehensive Cancer Center, at Wayne State University. Dr. Baynes currently serves on the board of directors at Aardvark Therapeutics, Inc., Natera, Inc., Travere Therapeutics, Inc., Adcendo ApS and CatalYm GmbH, and serves as an advisor to Decheng Capital. Dr. Baynes received his medical degree and Ph.D. from the University of the Witwatersrand in South Africa and completed his medical training in the Department of Hematology and Oncology at Johannesburg Hospital. We believe Dr. Baynes is qualified to serve on our Board of Directors due to his medical expertise, his extensive experience in drug development and his leadership experience in the biopharmaceutical industry.
Anil Kapur has served as a member of our Board of Directors since October 2024. From December 2019 through August 2024, Mr. Kapur served as Executive Vice President, Corporate Strategy and Chief Commercial Officer at Geron Corporation, a commercial-stage biopharmaceutical company. Prior to joining Geron, Mr. Kapur was Chief Commercial Officer at Actinium Pharmaceuticals, Inc., a clinical stage biopharmaceutical company, from February 2018 to November 2019, and Vice President, Head of Early Assets, Biomarkers and External Innovation for Worldwide Oncology Commercialization at Bristol-Myers Squibb, from October 2016 until February 2018. Mr. Kapur served as Vice President, Global Head of Commercial and Portfolio Strategy at Baxalta, Incorporated, from 2015 through its acquisition by Shire plc in 2016. Before joining Baxalta, Mr. Kapur held marketing and sales leadership roles of increasing responsibility during his 15-year tenure at Janssen Pharmaceuticals, a Johnson & Johnson company. As Vice President, Commercial Leader, Hematology Franchise in Janssen’s Global Commercial Strategy Organization, Mr. Kapur led the development and execution of commercial strategy and launch plans for in-market development, late development, and early pipeline assets. Mr. Kapur currently serves on the board of directors of Verastem, Inc. Mr. Kapur holds a BE in Mechanical Engineering from Birla Institute of Technology in India, an MS in Industrial Engineering from Louisiana Tech University, and an MBA from the Fuqua School of Business at Duke University. We believe that Mr. Kapur is qualified to serve as a member of our Board of Directors because of his extensive expertise in oncology, his deep understanding of the biopharmaceutical industry and his strong track record of product launch and commercial success.
David L. Lacey, M.D., has served as a member of our Board of Directors since April 2016, and previously served as Chairman of our Board of Directors from August 2019 until May 2024. Since July 2011, Dr. Lacey has served as a biopharmaceutical consultant at David L. Lacey LLC, where he advises academic institutions, biotechnology companies, and venture capital firms. Dr. Lacey currently serves on the board of directors of Arcus Biosciences, Inc. and Inbiomotion SL. From 1994 until his retirement in 2011, Dr. Lacey held various positions, including Senior Vice President of Discovery Research, at Amgen Inc. Dr. Lacey holds a B.A. in Biology from the University of Colorado, Denver and an M.D. from the University of Colorado School of Medicine. We believe that Dr. Lacey is qualified to serve on our Board of Directors because of his extensive experience in leading drug discovery, managing large research organizations and advising companies in the life sciences industry.
Judith A. Reinsdorf, J.D., has served as a member of our Board of Directors since October 2021. Ms. Reinsdorf has extensive experience in executive roles across multiple industries. She most recently served as executive vice president and general counsel of Johnson Controls International, a global leader in building products and technology and integrated solutions, from September 2016 to November 2017, following its merger with Tyco International, where she served as executive vice president and general counsel from March 2007 until September 2016. She currently serves on the board of directors of Enpro Inc. and Toll Brothers, Inc., on the board of trustees of the University of Rochester, and on the board of the NACD New Jersey Chapter. Previously, Ms. Reinsdorf served on the boards of Alexion Pharmaceuticals, Inc. until its acquisition by Astra Zeneca in 2021, The Dun & Bradstreet Corporation from 2013 until 2019 and Cornerstone Building Brands, Inc. from 2021 until it was taken private in 2022. She began her career in 1989 as an associate at Crowell & Moring and held various legal counsel positions at Monsanto, Pharmacia and C.R. Bard. Ms. Reinsdorf holds a B.A. from the University of Rochester and a J.D. from Cornell Law School. We believe that Ms. Reinsdorf is qualified to serve on our Board of Directors due to her extensive experience in executive roles across multiple industries, her expertise in corporate governance, risk management and legal matters, and her broad experience in strategic planning, data privacy and regulatory matters.
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Edward C. Saltzman has served as a member of our Board of Directors since September 2022. Mr. Saltzman has nearly four decades of consulting and strategic development experience in the pharmaceutical, specialty pharmaceutical and biotechnology industries. He currently serves as a Senior Strategic Advisor for Lumanity Inc. (Lumanity), a life sciences consulting firm focused on accelerating and optimizing access to life-changing medicines, and he served as Lumanity’s Head of Biotech Strategy from March 2022 until March 2023. In 1993, Mr. Saltzman founded Defined Health Inc., an asset development strategy consulting firm, and led it to becoming a preeminent advisor to senior management and boards of directors of biotechnology and biopharmaceutical companies, including those developing novel drug discovery platforms. Following the sale of Defined Health to Cello Health plc (Cello Health) in January 2017, Mr. Saltzman served as President of Cello Health’s bio-consulting business unit until mid-2017, when he became the unit’s Executive Chairman, a position he held until March of 2022 when Cello Health was merged with several other businesses and renamed Lumanity. Mr. Saltzman currently is a Venture Advisor to the Israel Biotech Fund. Mr. Saltzman previously served on the board of directors of Vidac Pharmaceuticals Inc. and Saniona AB. Mr. Saltzman holds a B.A. in Journalism from New York University. We believe Mr. Saltzman is qualified to serve on our Board of Directors due to his extensive experience in strategic development in the pharmaceutical, specialty pharmaceutical and biotechnology industries.
Family Relationships
There are no familial relationships among any of our directors and executive officers.
Non-Employee Director Compensation
For the fiscal year ended November 30, 2025, our non-employee directors received compensation pursuant to the following non-employee director compensation program adopted by our Board of Directors, which was revised from our prior fiscal year as noted below to align the program with competitive market practices:

• | Cash Compensation. The program provides for an annual cash retainer of $50,000 to each non-employee director. Additionally, the Chair of our Board of Directors receives an additional annual payment of $35,000; the Chairs of our Audit, Compensation, Nominating and Corporate Governance and Clinical and Commercialization Committees receive an additional annual payment of $20,000 (increased from $15,000), $15,000 (increased from $10,000), $15,000 (increased from $10,000) and $15,000 (increased from $10,000), respectively; and the members of our Audit, Compensation, Nominating and Corporate Governance and Clinical and Commercialization Committees (other than the Chairs of these committees) receive an additional annual payment of $10,000 (increased from $7,500), $7,500 (increased from $5,000), $7,500 (increased from $5,000) and $7,500 (increased from $5,000), respectively. The cash compensation is paid quarterly in arrears and is pro-rated for partial quarters served.

• | Equity Compensation. Each non-employee director who is elected or appointed to our Board of Directors is granted an option to purchase 50,000 shares of our common stock upon the director’s initial appointment to our Board of Directors, referred to as the Initial Grant. The Initial Grant will vest in 36 equal installments on each monthly anniversary of the date of grant, such that the Initial Grant will become fully vested and exercisable on the three-year anniversary of the date of grant, subject to the director’s continued service through each applicable vesting date. Additionally, on the date of each annual meeting of stockholders, each non-employee director who is serving on our Board of Directors immediately prior to, and will continue to serve on the Board of Directors following, such annual meeting of stockholders, will be granted an option to purchase 25,000 shares of our common stock on the date of such annual meeting of stockholders, referred to as the Annual Grant. Each Annual Grant will vest on the one-year anniversary of the date of grant, such that the Annual Grant will become fully vested and exercisable on the one-year anniversary of the date of grant, or if earlier, the next annual meeting of our stockholders, subject to the director’s continued service through the vesting date.

Non-employee directors are also reimbursed for reasonable expenses incurred in serving as a director, including travel expenses for attending meetings of our Board of Directors.
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The following table sets forth the compensation earned by, granted to or paid to our then serving non-employee directors for director services provided during the fiscal year ended November 30, 2025. Dr. Sands, our President and Chief Executive Officer, received no compensation for his service as a director during fiscal year 2025.

Name |  |  | Fees Earned or Paid in Cash($) |  |  | Option Awards($)(1) |  |  | Total($)
Julia P. Gregory |  |  | 101,458 |  |  | 157,509 |  |  | 258,968
Roy D. Baynes, MB.Bch., M.Med., Ph.D.(2) |  |  | 44,479 |  |  | 624,307 |  |  | 668,786
Roger Dansey, M.D. |  |  | 4,792 |  |  | 416,892 |  |  | 421,684
Anil Kapur |  |  | 60,417 |  |  | 157,509 |  |  | 217,926
Lori A. Kunkel, M.D.(3) |  |  | 50,938 |  |  | 157,509 |  |  | 208,447
David L. Lacey, M.D. |  |  | 69,063 |  |  | 157,509 |  |  | 226,571
Judith A. Reinsdorf, J.D. |  |  | 71,563 |  |  | 157,509 |  |  | 229,072
Edward C. Saltzman |  |  | 62,708 |  |  | 157,509 |  |  | 220,218
Paul M. Silva |  |  | 72,813 |  |  | 157,509 |  |  | 230,322

(1) | The amounts reported in this column represent the aggregate grant date fair value of the stock options granted to our directors during the fiscal year ended November 30, 2025, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (ASC 718). Each non-employee director (other than Dr. Dansey) received an Annual Grant on May 19, 2025, with a grant date fair value of $157,509. In addition to the Annual Grant, Dr. Baynes received his Initial Grant on March 11, 2025, with a grant date fair value of $466,798. Dr. Dansey received an Initial Grant on November 6, 2025, with a grant date fair value of $416,892, but did not receive an Annual Grant as he was not a director of the Company at the time the Annual Grants were made. The assumptions used in calculating the aggregate grant date fair value of the stock options reported in this column are set forth in Note 8 to our financial statements included in our Annual Report. The amounts reported in this column reflect the accounting cost for these stock options, and do not correspond to the actual economic value that may be received by our directors from the stock options. For information regarding the number of outstanding stock options held by each then serving non-employee director as of November 30, 2025, see the table below:

Name |  |  | Option Awards (#)
Julia P. Gregory |  |  | 150,916
Roy D. Baynes, MB.Bch., M.Med., Ph.D. |  |  | 85,000
Roger Dansey, M.D. |  |  | 50,000
Anil Kapur |  |  | 75,000
David L. Lacey, M.D. |  |  | 176,666
Judith A. Reinsdorf, J.D. |  |  | 127,500
Edward C. Saltzman |  |  | 125,000
Paul M. Silva |  |  | 127,500

(2) | Dr. Baynes joined our Board of Directors effective March 11, 2025. Prior to joining the Board of Directors, Dr. Baynes served on our Medical Advisory Board and received fees in the amount of $10,500 for such service during fiscal year 2025. These fees are not included in the table above, which reflects only compensation earned for service as a director.

(3) | Dr. Kunkel resigned from our Board of Directors effective September 1, 2025. In connection with Dr. Kunkel’s resignation, the option award included in the table above was cancelled and forfeited.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL” NOMINEES IN THE ELECTION OF CLASS III DIRECTORS.
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PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee has selected PricewaterhouseCoopers LLP as our principal independent registered public accounting firm to perform the audit of our financial statements for the fiscal year ending November 30, 2026. PricewaterhouseCoopers LLP audited our financial statements for the fiscal years ended November 30, 2025 and 2024. We expect that representatives of PricewaterhouseCoopers LLP will be present at the Annual Meeting, will be able to make a statement if they so desire and will be available to respond to appropriate questions.
At the Annual Meeting, the stockholders are being asked to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending November 30, 2026. Although ratification by stockholders is not required by law, our Audit Committee is submitting the selection of PricewaterhouseCoopers LLP to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. If this proposal does not receive the affirmative vote of the holders of a majority of the voting power of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the proposal that are voted “FOR” or “AGAINST” the matter, the Audit Committee would reconsider the appointment. Notwithstanding its selection and even if our stockholders ratify the selection, our Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in our best interests and the best interests of our stockholders.
The following table presents fees for professional audit services rendered by PricewaterhouseCoopers LLP for the audit of our annual financial statements for the fiscal years ended November 30, 2025 and 2024.
Principal Accountant Fees and Services

Fees Billed |  |  | Fiscal Year 2025 |  |  | Fiscal Year 2024
Audit fees(1) |  |  | $1,944,390 |  |  | $1,919,199
Audit-related fees |  |  | — |  |  | —
Tax fees |  |  | — |  |  | —
All other fees(2) |  |  | 2,000 |  |  | 2,000
Total fees |  |  | $1,946,390 |  |  | $1,921,199

(1) | Consist of fees billed or to be billed for professional services rendered for the annual audit of our consolidated financial statements included in our Annual Report on Form 10-K, review of the interim condensed consolidated financial statements included in our Quarterly Reports on Form 10-Q and related services that PricewaterhouseCoopers LLP normally provides in connection with documents filed with the SEC; and comfort letters, consents and assistance with review of documents relating to our registration statements on Form S-3 and Form S-8.

(2) | Consist of fees for products and services other than the services described above. All other fees for fiscal years 2025 and 2024 were related to annual subscriptions to accounting literature and tools.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
Our Audit Committee generally pre-approves all audit and permissible non-audit services provided by our independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Our independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. Our Audit Committee may also pre-approve particular services on a case-by-case basis. All of the services relating to the fees described in the table above were approved by our Audit Committee.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 2.
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PROPOSAL NO. 3
NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
In accordance with the rules of the SEC, we are providing stockholders with an opportunity to make a non-binding, advisory vote on the compensation of our named executive officers as described in this proxy statement. This non-binding advisory vote is commonly referred to as a “say on pay” vote. Approval, on a non-binding advisory basis, of the compensation of our named executive officers, as disclosed in this proxy statement, will be decided by the affirmative vote of the holders of a majority of the voting power of the shares of stock entitled to vote on the matter that are present in person or represented by proxy at the Annual Meeting and are voted either “FOR” or “AGAINST” the proposal.
Stockholders are urged to read the “Executive Compensation” section of the proxy statement, which discusses how our executive compensation policies and procedures implement our compensation philosophy and contains tabular information and narrative discussion about our executive compensation policies and procedures and the compensation of our named executive officers. Our Compensation Committee and Board of Directors believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving our goals. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting.
“RESOLVED, that our stockholders approve, on a non-binding advisory basis, the compensation of the named executive officers, as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K, including the compensation disclosures, the compensation tables and narrative discussion and the other related disclosures.”
As an advisory vote, this proposal is not binding. However, our Board of Directors and Compensation Committee, which is responsible for designing and administering our executive compensation program, value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our named executive officers.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 3,
APPROVING THE COMPENSATION PAID BY US TO OUR NAMED EXECUTIVE OFFICERS.
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REPORT OF THE AUDIT COMMITTEE
The information contained in the following report of the Audit Committee is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by us under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, unless and only to the extent that we specifically incorporate it by reference.
The Audit Committee has reviewed and discussed with our management and PricewaterhouseCoopers LLP our audited financial statements as of and for the fiscal year ended November 30, 2025. The Audit Committee has also discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (United States) and the U.S. Securities and Exchange Commission.
The Audit Committee has received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with PricewaterhouseCoopers LLP its independence.
Based on the review and discussions referred to above, the Audit Committee recommended to our Board of Directors that the audited financial statements as of and for the fiscal year ended November 30, 2025, be included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2025, for filing with the U.S. Securities and Exchange Commission.
Submitted by the Audit Committee
Paul M. Silva, Chair
Julia P. Gregory
Judith A. Reinsdorf
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 20, 2026, by:

• | each stockholder known by us to be the beneficial owner of more than 5% of our common stock;

• | each of our directors or director nominees;

• | each of our named executive officers; and

• | all of our directors and executive officers as a group.

Percentage ownership of our common stock is based on 103,405,813 shares of our common stock outstanding on March 20, 2026. We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities, and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table below have sole voting and sole investment power with respect to all shares that they beneficially own, subject to community property laws where applicable. For the purpose of calculating the beneficial ownership percentage of each person or entity in the table below, we have deemed to be outstanding and beneficially owned by such person or entity all shares of common stock subject to (i) options or other convertible securities held by such person or entity that are currently exercisable or will become exercisable within 60 days of March 20, 2026, and (ii) restricted stock units (RSUs) held by such person or entity that are expected to vest and settle within 60 days of March 20, 2026. Such securities have not been deemed outstanding for purposes of calculating the percentage ownership of any other person or entity. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Nurix Therapeutics, Inc., 1600 Sierra Point Parkway, Brisbane, California 94005.

|  |  | Beneficial Ownership
Name of Beneficial Owner |  |  | Number |  |  | Percent
Directors and named executive officers: |  |  |  |  |  |
Arthur T. Sands, M.D., Ph.D.(1) |  |  | 4,340,749 |  |  | 4.1
Hans van Houte(2) |  |  | 699,891 |  |  | *
Gwenn M. Hansen, Ph.D.(3) |  |  | 840,412 |  |  | *
Christine Ring, Ph.D., J.D.(4) |  |  | 548,985 |  |  | *
Julia P. Gregory(5) |  |  | 161,666 |  |  | *
Roy D. Baynes, MB.Bch., M.Med., Ph.D.(6) |  |  | 54,444 |  |  | *
Roger Dansey, M.D.(7) |  |  | 8,333 |  |  | *
Anil Kapur(8) |  |  | 51,388 |  |  | *
David L. Lacey, M.D.(9) |  |  | 209,999 |  |  | *
Judith A. Reinsdorf, J.D.(10) |  |  | 127,500 |  |  | *
Edward C. Saltzman(11) |  |  | 125,000 |  |  | *
Paul M. Silva(12) |  |  | 127,500 |  |  | *
All executive officers and directors as a group (12 persons)(13) |  |  | 7,295,867 |  |  | 6.7
Other 5% stockholders: |  |  |  |  |  |
Baker Bros. Advisors LP(14) |  |  | 7,527,996 |  |  | 7.1
Redmile Group, LLC(15) |  |  | 6,970,307 |  |  | 6.6
BlackRock, Inc.(16) |  |  | 6,284,116 |  |  | 6.1
Deep Track Capital, LP(17) |  |  | 5,500,000 |  |  | 5.3

* | Represents beneficial ownership of less than one percent.

(1) | Represents (i) 308,333 shares of common stock, (ii) 3,432,416 shares underlying options to purchase common stock that are exercisable within 60 days of March 20, 2026, and (iii) 150,000 shares of common stock held by each of CMS Family Trust DTD, EES Family Trust DTD, IGS Family Trust DTD and LAS Family Trust DTD. Dr. Sands is the trustee of the CMS Family Trust, EES Family Trust, IGS Family Trust and LAS Family Trust.

(2) | Represents (i) 45,427 shares of common stock, (ii) 8,608 shares underlying RSUs that are settleable within 60 days of March 20, 2026, and (iii) 645,856 shares underlying options to purchase common stock that are exercisable within 60 days of March 20, 2026.

(3) | Represents (i) 115,005 shares of common stock, (ii) 8,608 shares underlying RSUs that are settleable within 60 days of March 20, 2026, and (iii) 716,799 shares underlying options to purchase common stock that are exercisable within 60 days of March 20, 2026.

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(4) | Represents (i) 34,601 shares of common stock, (ii) 8,608 shares underlying RSUs that are settleable within 60 days of March 20, 2026, and (iii) 505,776 shares underlying options to purchase common stock that are exercisable within 60 days of March 20, 2026.

(5) | Represents (i) 10,750 shares of common stock and (ii) 150,916 shares underlying options to purchase common stock that are exercisable within 60 days of March 20, 2026.

(6) | Represents 54,444 shares underlying options to purchase common stock that are exercisable within 60 days of March 20, 2026.

(7) | Represents 8,333 shares underlying options to purchase common stock that are exercisable within 60 days of March 20, 2026.

(8) | Represents 51,388 shares underlying options to purchase common stock that are exercisable within 60 days of March 20, 2026.

(9) | Represents (i) 33,333 shares of common stock and (ii) 176,666 shares underlying options to purchase common stock that are exercisable within 60 days of March 20, 2026.

(10) | Represents 127,500 shares underlying options to purchase common stock that are exercisable within 60 days of March 20, 2026.

(11) | Represents 125,000 shares underlying options to purchase common stock that are exercisable within 60 days of March 20, 2026.

(12) | Represents 127,500 shares underlying options to purchase common stock that are exercisable within 60 days of March 20, 2026.

(13) | Represents (i) 1,147,449 shares of common stock, (ii) 25,824 shares underlying RSUs that are settleable within 60 days of March 20, 2026, and (iii) 6,122,594 shares underlying options to purchase common stock that are exercisable within 60 days of March 20, 2026.

(14) | Based solely on a Schedule 13G/A filing made jointly by Baker Bros. Advisors LP, or the Adviser, Baker Bros. Advisors (GP) LLC, or the Adviser GP, Felix J. Baker and Julian C. Baker, or, collectively, the Reporting Persons, on February 17, 2026, consists of (i) 4,265,306 shares of common stock held by Baker Bros. Life Sciences, L.P., or Life Sciences; (ii) 393,250 shares of common stock held by 667, Inc., or 667 and, together with Life Sciences, the Funds; and (iii) 2,869,440 shares of common stock issuable upon exercise of certain warrants to purchase common stock held by the Funds that are exercisable within 60 days of March 20, 2026. The Adviser GP and the Reporting Persons, as managing members of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds. The Adviser GP is the sole general partner of the Adviser. Pursuant to the management agreements, as amended, among the Adviser, Life Sciences and 667 and their respective general partners, the Funds’ respective general partners relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds, and thus the Adviser has completed and unlimited discretion and authority with respect to the Funds’ investments and voting power over investments. The address of Baker Bros. Advisors LP is 860 Washington Street, 3rd Floor, New York, NY 10014.

(15) | Based solely on a Schedule 13G/A filing made by Redmile Group, LLC on November 14, 2024, consists of (i) 4,280,981 shares of common stock held by certain private investment vehicles and separately managed accounts managed by Redmile Group, LLC, including RedCo II Master Fund, L.P., which shares may be deemed beneficially owned by Redmile Group, LLC as investment manager of such private investment vehicles and separately managed accounts, and (ii) 2,689,326 shares of common stock issuable upon exercise of certain warrants to purchase common stock exercisable within 60 days of March 20, 2026. The shares may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. The address of Redmile Group, LLC is One Letterman Drive, Building D, Suite D3-300, The Presidio of San Francisco, San Francisco, CA 94129.

(16) | Based solely on a Schedule 13G/A filing made by BlackRock, Inc. on April 23, 2025, consists of 6,284,116 shares of common stock held by BlackRock, Inc. The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.

(17) | Based solely on a Schedule 13G filing made jointly by Deep Track Capital, LP, Deep Track Biotechnology Master Fund, Ltd. and David Kroin, or collectively, the Reporting Person, on May 15, 2025, consists of 5,500,000 shares of common stock held by the Reporting Person. The address of Deep Track Capital, LP is 200 Greenwich Avenue, 3rd Floor, Greenwich, CT 06830. The address of Deep Track Biotechnology Master Fund, Ltd. is c/o Walkers Corporate Limited, 190 Elgin Ave, George Town KY1-9001, Cayman Islands. The address of David Kroin is c/o Deep Track Capital, LP, 200 Greenwich Avenue, 3rd Floor, Greenwich, CT 06830.

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EXECUTIVE OFFICERS
The following table provides information regarding our executive officers as of March 20, 2026:

Name |  |  | Age |  |  | Position(s)
Arthur T. Sands, M.D., Ph.D. |  |  | 64 |  |  | President, Chief Executive Officer and Director
Hans van Houte |  |  | 60 |  |  | Chief Financial Officer
Gwenn M. Hansen, Ph.D. |  |  | 55 |  |  | Chief Scientific Officer
Christine Ring, Ph.D., J.D. |  |  | 61 |  |  | Chief Legal Officer, Chief Compliance Officer and Secretary

Arthur T. Sands has served as our President since June 2020 and as our Chief Executive Officer and a member of our Board of Directors since September 2014. Dr. Sands’s biographical information is set forth above under the heading “Proposal No. 1 Election of Class III Directors — Nominees to the Board of Directors.”
Hans van Houte has served as our Chief Financial Officer since June 2020 and has led our finance team since 2015. Prior to joining us, Mr. van Houte was a managing partner at Bionation LLC, a financial consulting firm, and served as acting Chief Financial Officer for multiple biotechnology companies. Mr. van Houte also formerly served in various senior financial roles at biotechnology companies, including as Vice President, Finance and Operations of Trubion Pharmaceuticals, Inc. and Controller, Treasurer and Principal Accounting Officer at Vertex Pharmaceuticals Incorporated. Mr. van Houte holds a B.S. in Business Administration, Finance and Accounting from Babson College.
Gwenn M. Hansen, Ph.D. has served as our Chief Scientific Officer since June 2020 and served as our Senior Vice President, Research from July 2019 through May 2020. Since joining us in 2015, Dr. Hansen has served in a variety of positions and has focused on establishing and expanding the Company’s DNA-encoded library technology platform for small molecule discovery and leading the Company’s drug discovery organization. In addition, since 2025, Dr. Hansen has led our early clinical development organization. Prior to joining us, Dr. Hansen was an associate professor in the Center for Drug Discovery at Baylor College of Medicine and served in a variety of discovery-focused roles at Lexicon Pharmaceuticals. Dr. Hansen holds a B.A. in Biology from Gustavus Adolphus College and a Ph.D. in Biomedical Sciences from the University of Tennessee-Knoxville.
Christine Ring, Ph.D., J.D., has served as our Chief Legal Officer and Chief Compliance Office since October 2023 and as our Secretary since March 2020. Dr. Ring served as our General Counsel from September 2019 until October 2023. Prior to joining us, Dr. Ring served as Senior Vice President, Legal of Dermira, Inc. (Dermira), a biotechnology company focused on medical dermatology, from February 2018 to April 2019 and Vice President, Legal of Dermira from June 2014 to February 2018. Prior to Dermira, Dr. Ring served as Senior Vice President of Technology, Strategy & Licensing at Amyris, Inc., a biotechnology company focused on renewable and specialty chemicals. Dr. Ring holds an A.B. in Biophysics from the University of California, Berkeley, a Ph.D. in Pharmaceutical Chemistry from the University of California, San Francisco, and a J.D. from the University of California, Hastings College of the Law.
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EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis (CD&A) describes the philosophy, objectives, process, components and additional aspects of our executive compensation program for the fiscal year ended November 30, 2025. This CD&A is intended to be read in conjunction with the compensation tables that immediately follow this section, which provide historical compensation information for our following named executive officers (NEOs):

Name |  |  | Position
Arthur T. Sands, M.D., Ph.D. |  |  | President and Chief Executive Officer (CEO)
Hans van Houte |  |  | Chief Financial Officer
Gwenn M. Hansen, Ph.D. |  |  | Chief Scientific Officer
Christine Ring, Ph.D., J.D. |  |  | Chief Legal Officer, Chief Compliance Officer and Secretary

Executive Summary
The past year was a significant and highly productive year for Nurix as we successfully executed on our clinical trials and made progress in several key business areas.
In the past year, our key accomplishments included:

• | Advancing bexobrutideg (NX-5948) into pivotal-stage development with the initiation of the DAYBreak™ Phase 2 registrational program in relapsed/refractory chronic lymphocytic leukemia (CLL).

• | Presenting updated clinical data from the Phase 1a/1b clinical trial of bexobrutideg at the 2025 American Society of Hematology Annual Meeting demonstrating an 83% objective response rate, including complete responses, with a median progression-free survival of 22.1 months, supporting its potential best-in-class profile in heavily pretreated CLL.

• | Selecting the 600 mg once-daily dose for pivotal development of bexobrutideg in alignment with the FDA’s Project Optimus and global regulatory authorities.

• | Advancing bexobrutideg into inflammation and immunology with initiation of Phase 1 testing of a new tablet formulation to support a planned IND submission in autoimmune and inflammatory indications.

• | Presenting translational and clinical data for NX-1607, our first-in-class CBL-B inhibitor, demonstrating immune activation, pharmacologic activity and signals of clinical activity across multiple solid tumor types.

• | Supporting the advancement of our partnered IRAK4 degrader program, GS-6791, with Gilead into Phase 1 clinical development and presentation of differentiated preclinical data demonstrating potent IRAK4 degradation and suppression of pro-inflammatory signaling pathways.

• | Progressing our partnered STAT6 degrader program with Sanofi through IND-enabling studies following the exercise of Sanofi’s license extension.

• | Strengthening our balance sheet through a $250 million underwritten equity offering and generating meaningful non-dilutive collaboration revenue, ending the fiscal year with approximately $592.9 million in cash and marketable securities to support execution of our pivotal programs and pipeline expansion.

• | Generating $84.0 million in collaboration revenue during fiscal 2025 and maintaining eligibility for up to $6.1 billion in potential future milestones and royalties across our partnered programs.

• | Enhancing our executive leadership team and Board of Directors with commercial and development expertise to support our transition toward late-stage development and potential registration.

We enter fiscal year 2026 with a clear focus on execution. Our priorities include continued enrollment of the DAYBreak CLL-201 registrational study, initiation of the confirmatory Phase 3 trial (DAYBreak-306) designed to directly compare bexobrutideg to pirtobrutinib and support full regulatory approval, expansion of bexobrutideg into autoimmune and inflammatory indications, advancement of our partnered IRAK4 and STAT6 degrader programs, and continued clinical development of NX-1607 and zelebrudomide (NX-2127). With a strengthened balance sheet, multiple near- and mid-term catalysts, and a fully integrated DEL-AI™ discovery engine, we believe we are well
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positioned to advance degrader-based medicines toward registration and long-term value creation for patients and stockholders. Our executive compensation programs are designed to incentivize our management team to lead our company’s success going forward and align the team’s interests with our stockholders.
Executive Compensation Philosophy and Objectives
The Compensation Committee believes an appropriate, well-designed compensation program should align executive interests with the drivers of growth and stockholder returns by supporting the achievement of our primary business goals. Further, our compensation program must enable us to attract and retain employees whose talents, expertise and leadership can drive our success and sustained growth in long-term stockholder value. We have designed and implemented a compensation program that is appropriate for our company given our business, industry, growth and other factors.
We operate in an intensely competitive market and seek to attract and retain a highly talented management team. To meet this challenge, we provide a competitive compensation program and have embraced a performance-oriented compensation philosophy focused on rewarding executives for the creation of long-term value. Our executive compensation program is heavily weighted toward variable, at-risk pay through short-term cash incentives and long-term equity awards. The Compensation Committee uses its judgment, as well as market data in consultation with its independent compensation consultant, to establish an appropriate mix of pay elements that will (i) reward our NEOs for the achievement of specific strategic and financial objectives, (ii) create long-term stockholder value, and (iii) remain competitive with our peer group.
Components of Our Executive Compensation Program
Our executive compensation program generally consists of, and is intended to strike a balance among, the following three principal components: base salary, annual performance-based cash bonuses, and long-term incentive equity grants. We also provide our executive officers with severance and change-in-control benefits, as well as other benefits available to all our employees, including retirement benefits under the Company’s U.S. 401(k) plan and participation in employee benefit plans. The following chart summarizes the three main elements of compensation, their objectives and key features.

Element |  |  | Description |  |  | Objectives
Base Salary |  |  | • Fixed cash compensation. • Determined based on each executive officer’s role, individual skills, experience, performance, and external market value. |  |  | • Base salaries are intended to provide reliable compensation to executive officers, allow us to attract and retain skilled executive talent and maintain a stable leadership team.
Short-Term Incentives: Annual Cash Bonus |  |  | • Variable cash compensation based on the level of achievement of pre-determined annual corporate goals and personal performance. |  |  | • Promotes and rewards the achievement of key annual strategic, business and operational goals.
Long-Term Incentives: Equity-Based Compensation |  |  | • Variable equity-based compensation. • Stock Options: All NEOs were granted options in 2025 that vest over time based on continued service and provide the right to purchase shares at a price equal to the share price on the grant date. • RSUs: All non-CEO NEOs also received restricted share units (RSUs) that vest over time based on continued service and provide the right to receive a specified number of shares on each vesting date. |  |  | • Motivates and rewards executive officers to achieve multi-year strategic goals that we believe will deliver sustained long-term value to stockholders, as well as to attract and retain executive officers.

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Compensation Program Governance
The Compensation Committee assesses the effectiveness of our executive compensation program from time to time and reviews risk mitigation and governance matters, which includes maintaining the following best practices:

What We Do
✔ |  |  | Pay for Performance |  |  | The majority of total executive compensation is variable and at-risk.
✔ |  |  | Balance Short- and Long-Term Compensation |  |  | The allocation of incentives among annual cash incentives and long-term equity incentives does not over-emphasize short-term performance at the expense of achieving long-term goals.
✔ |  |  | Combination of Balanced Performance Metrics |  |  | We use a diverse set of milestone performance metrics in our annual performance bonus plan to ensure that no single measure affects compensation disproportionately.
✔ |  |  | Independent Compensation Consultant |  |  | The Compensation Committee has engaged an independent compensation consultant to provide information and advice for use in Compensation Committee decision-making.
✔ |  |  | Peer Data |  |  | We develop a peer group of companies based on industry, development stage, therapeutic focus, research and development expense, market capitalization, employee headcount, and time as a public company to serve as a reference for our compensation decisions.
✔ |  |  | Clawback |  |  | We maintain a clawback policy compliant with SEC and Nasdaq rules.
✔ |  |  | Double Trigger Change-in-Control Provisions |  |  | We entered into agreements with each of our NEOs that provide certain financial benefits if there is both a change in control and a termination of employment (a “double trigger”). A change in control alone would not trigger cash severance pay.

What We Don’t Do
✘ |  |  | No Hedging or Pledging of Company Securities |  |  | We prohibit officers and non-employee directors from engaging in hedging and, subject to limited exceptions, pledging or short sale transactions in Company securities.
✘ |  |  | No Material Perks |  |  | We do not provide material perquisites to executive officers.
✘ |  |  | No Excise Tax Gross-Ups |  |  | We do not provide excise tax gross-ups.
✘ |  |  | No Stock Options Below Fair Market Value |  |  | We do not grant stock options with an exercise price below fair market value.
✘ |  |  | No Guaranteed Compensation |  |  | We do not have agreements with our NEOs that provide any guarantees relating to base salary increases or the amounts of any annual cash incentive awards or long-term equity awards.
✘ |  |  | No Special Retirement Benefits |  |  | We do not provide defined benefit pension arrangements or post-retirement health coverage for our executive officers or employees. Our NEOs and other executives are eligible to participate in our 401(k) plan.

Compensation Determination Process
Role of the Compensation Committee
The Compensation Committee establishes our compensation philosophy and objectives, determines the structure, components and other elements of executive compensation, and reviews and approves the compensation of our NEOs or recommends it for approval by the Board of Directors. The Compensation Committee structures the executive compensation program to accomplish its articulated compensation objectives in light of the compensation philosophy described above. From time to time, and in conjunction with the Compensation Committee, the independent members of our Board of Directors may also be involved in setting the compensation of our CEO and other NEOs and determining the corporate objectives upon which our short-term and long-term incentives are based.
The Compensation Committee annually reviews compensation policies, practices and procedures to determine if any updates are needed. The Compensation Committee also approves, or recommends to the Board of Directors for approval, the corporate objectives associated with our annual performance-based cash incentive program, and it
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assesses the Company’s performance against those corporate objectives after the end of the year and makes a recommendation to the Board of Directors as to the extent to which the Company has met those corporate objectives. The Compensation Committee’s decisions and recommendations regarding executive compensation are based on the Compensation Committee’s assessment of the performance of Nurix and each individual executive officer, as well as other factors, such as prevailing industry trends and the competitive market for executive talent.
The Compensation Committee meets periodically throughout the year to manage and evaluate our executive compensation program, and generally determines executive compensation on an annual basis, typically at the beginning of each fiscal year; however, decisions may occur during the year for new hires, promotions or other special circumstances as the Compensation Committee determines appropriate.
Role of the CEO and Management
The Compensation Committee generally seeks the input of our CEO when discussing the performance and compensation of our executive officers, including all NEOs other than our CEO. Our CEO plays an important role in developing both our annual and long-term strategic objectives and goals, which are reviewed and approved by the Compensation Committee and the Board of Directors. Further, our CEO also provides valuable perspective in determining our performance against those goals.
Our CEO annually reviews the performance of our other executive officers, including our other NEOs, and presents his conclusions to the Compensation Committee. He then provides corresponding compensation recommendations regarding base salary adjustments, annual performance-based cash compensation targets and payouts, and equity awards. The Compensation Committee considers the CEO’s input as one factor in its deliberations to determine the compensation of our executive officers, including our other NEOs. The Compensation Committee gives significant weight to the recommendations of the CEO in light of his greater familiarity with the day-to-day performance of his direct reports and the importance of incentive compensation in driving the execution of managerial initiatives developed and led by the CEO.
While the CEO may attend Compensation Committee meetings, the CEO is not present during voting or deliberations on his compensation.
In addition, other members of management may attend Compensation Committee meetings to provide background information or advice, or to answer Compensation Committee member questions, including with respect to the financial, accounting, tax and retention implications of various compensation decisions.
Role of the Independent Compensation Consultant
The Compensation Committee recognizes that there is value in procuring independent, objective expertise in connection with fulfilling its duties and, pursuant to its charter, the Compensation Committee has the authority to select and retain advisors to assist it with carrying out its duties and responsibilities.
The Compensation Committee has engaged the services of an independent compensation consultant, the Human Capital Solutions practice of Aon plc (Aon), to assist it in connection with making executive compensation decisions. The Compensation Committee has the authority, under its charter, to retain, terminate and set the terms of the Company’s relationship with Aon or any other outside advisors that assist the Compensation Committee in carrying out its responsibilities.
The Compensation Committee annually assesses the independence of Aon pursuant to SEC and Nasdaq rules. The Compensation Committee assessed the independence of Aon consistent with Nasdaq listing standards and concluded that the engagement of Aon does not raise any conflict of interest.
For our fiscal year 2025, Aon assisted the Compensation Committee with, among other things:

• | Providing compensation-related data for a peer group of companies to serve as a basis for assessing competitive compensation practices;

• | Reviewing and assessing our current non-employee director, CEO and other executive officer compensation policies and practices and equity profile, relative to market practices;

• | Reviewing and assessing our current executive compensation program relative to market practices to identify any potential changes or enhancements to be brought to the attention of the Compensation Committee; and

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• | Reviewing market practices regarding base salary, bonus and equity programs.

While the Compensation Committee took into consideration the review and recommendations of Aon when making decisions about our executive compensation program, ultimately, the Compensation Committee made its own independent decisions in determining our executives’ compensation.
Consideration of Comparative Market Data
The Compensation Committee believes that relevant market and benchmark data is important to executive compensation decisions. This information provides useful context and a reference point, even though the Company differs from its peers in certain respects.
With Aon’s assistance and input, the Compensation Committee annually adopts a peer group of companies that it uses as a reference group to provide a broad perspective on competitive pay levels and practices.
The Compensation Committee reviews and approves the peer group companies that are used to evaluate competitive market compensation. In doing so, the Compensation Committee seeks to approve a peer group that is representative of the sector in which we operate and includes companies within an appropriate defined range in terms of key attributes.
In July 2024, the Compensation Committee determined that our peer group for determining the compensation of our NEOs in 2025 would consist of pre-commercial biopharmaceutical/biotechnology companies. In general, the selection criteria consisted of the following:

• | market capitalizations between $450 million and $4.0 billion,

• | headcount generally between 75 and 600 employees, and

• | preference given to companies that went public within the last five years and those located in the San Francisco Bay area or in other biotech hubs.

Based on these criteria, the peer group for setting 2025 compensation consisted of the following 21 companies*:

1. Arcellx Inc. |  |  | 8. IDEAYA Biosciences, Inc. |  |  | 15. ORIC Pharmaceuticals Inc.
2. Arcus Biosciences, Inc. |  |  | 9. IGM Biosciences Inc. |  |  | 16. Recursion Pharmaceuticals Inc.
3. Arvinas, Inc. |  |  | 10. Intellia Therapeutics Inc. |  |  | 17. Relay Therapeutics Inc.
4. C4 Therapeutics, Inc. |  |  | 11. Iteos Therapeutics Inc. |  |  | 18. Replimune Group Inc.
5. Celldex Therapeutics, Inc. |  |  | 12. Kura Oncology Inc. |  |  | 19. Sutro Biopharma Inc.
6. Cullinan Therapeutics, Inc. |  |  | 13. Kymera Therapeutics Inc. |  |  | 20. Tango Therapeutics Inc.
7. Erasca, Inc. |  |  | 14. Monte Rosa Therapeutics Inc. |  |  | 21. Zentalis Pharmaceuticals Inc.

* | Reflects the removal of the following companies from our 2024 peer group: Foghorn Therapeutics, Inc., Gritstone bio, Inc., Kezar Life Sciences, Inc., Mersana Therapeutics, Inc., Prelude Therapeutics, Inc., RAPT Therapeutics, Inc., and Revolution Medicines. Also reflects the addition of the following companies to our 2025 peer group: Arcellx Inc., Celldex Therapeutics, Inc., Cullinan Therapeutics, Inc., Intellia Therapeutics Inc., and Recursion Pharmaceuticals Inc.

The Compensation Committee utilizes the compensation of executive officers of the companies in this peer group as one reference point in its compensation decisions, along with various other factors, such as the individual’s performance and experience and competitive market conditions.
Additionally, when considering the establishment of 2025 compensation levels for our NEOs, the Compensation Committee, upon recommendation from Aon, supplemented the 2025 peer group market data with data derived from the Radford McLagan Compensation Database for public pre-commercial biopharmaceutical companies. This survey data was used to obtain a general understanding of the compensation practices of companies similar to ours at the time.
The Compensation Committee believes that the compensation practices of our peer group and the applicable survey data provided us with appropriate compensation reference points for evaluating and determining the compensation of our NEOs during 2025.
Say-on-Pay Results and Stockholder Engagement
At the 2025 Annual Meeting, our stockholders approved the compensation of our NEOs on an advisory basis (commonly known as a “say-on-pay” proposal), with approximately 81.4% of the votes cast “For” such approval. The Compensation Committee interpreted stockholder approval of our executive compensation program at such a
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level as indicating that a substantial majority of stockholders view our executive compensation program as correctly aligned with the current stage of our company’s maturity and appropriately designed to attract and retain top-tier executives in a highly competitive market. Consequently, the Compensation Committee did not make any significant changes to our executive compensation program based on its review of the 2025 voting results.
To ensure investor views are incorporated into our planning process, we engage with stockholders on an ongoing basis to gather their perspectives. Through this stockholder outreach, we have established important feedback channels that serve as a valuable resource for ongoing input from our stockholders. Our Board of Directors values the opinions of our stockholders, and will continue to consider the results of future stockholder votes, as well as feedback received throughout the year, when making compensation decisions for our executives, including our NEOs, and when making decisions on corporate governance and other matters important to our stockholders.
2025 Executive Compensation Program
Our executive compensation program generally consists of, and is intended to strike a balance among, the following three principal components: base salary, annual performance-based cash bonus, and long-term incentive equity compensation.
CEO and NEO Pay Mix
Executive compensation is linked strongly to the performance of the business, with a majority of annual target compensation being variable and at-risk. In 2025, 89% of the total target compensation for the CEO was at-risk and 76% of the total target compensation for all other NEOs was at-risk, each as shown in the graphic below. The Compensation Committee considers compensation to be at risk if it is subject to performance-based payment or time-based vesting conditions or if its value depends on share price appreciation.
Though the Compensation Committee has not adopted any formal or informal policies or guidelines that specify the allocation of compensation between these three elements, consistent with our “pay-for-performance” philosophy, the Compensation Committee has determined that NEO compensation packages must include an emphasis on and a substantial portion of variable, at-risk pay while ensuring adequate base salary to attract and retain talent. The following pay mix pie chart graphics illustrate our emphasis on variable, at-risk pay and long-term incentives.
The percentages of target total direct compensation as calculated above are based on the annualized 2025 base salary, the 2025 annual cash incentive compensation opportunity (assuming achievement at the target level), and the grant date fair value of the annual stock option and RSU grants. Each compensation element is described in this section and outlined in more detail in the Summary Compensation Table and Grants of Plan-Based Awards table below.
Base Salary
We provide our executive officers with a level of fixed cash compensation in the form of a base salary. In establishing base salaries, the Compensation Committee exercises its judgment and discretion and considers several factors, including the performance of the individual executive officer, the officer’s potential to contribute to our long-term strategic goals, the officer’s role and scope of responsibilities within our Company, individual experience and skills, the officer’s compensation as compared to similarly situated executives at comparable companies in our peer group, competitive market dynamics for the position and the input of our CEO. None of our NEOs are currently
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party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary. Based on the considerations described above, including a review of competitive market practices presented by Aon, which showed that our NEOs’ base salaries were below the median of our peer group, and the Compensation Committee’s desire to retain and incentivize our executive talent in the highly competitive market in which we operate, the Compensation Committee approved salary increases for each of our NEOs in 2025.
Annual base salaries for our NEOs for the positions they held as of November 30, 2025, as compared with their base salaries as of November 30, 2024, were as follows:

NEO |  |  | 2025 Base Salary ($) |  |  | 2024 Base Salary ($) |  |  | % Change
Arthur T. Sands, M.D., Ph.D. |  |  | 680,000 |  |  | 615,000 |  |  | 10.6%
Hans van Houte |  |  | 550,000 |  |  | 500,000 |  |  | 10.0%
Gwenn M. Hansen, Ph.D. |  |  | 560,000 |  |  | 512,000 |  |  | 9.4%
Christine Ring, Ph.D., J.D. |  |  | 530,000 |  |  | 500,000 |  |  | 6.0%

Annual Performance-Based Cash Bonus
Our annual cash bonus for executive officers rewards our NEOs for the achievement of key short-term objectives. The structure of the annual cash bonus incentivizes NEOs to achieve research, developmental, operational, financial and individual performance objectives that the Compensation Committee views as critical to the execution of our business strategy. For 2025, the annual bonus for our CEO is based 100% on corporate performance objectives and for the other NEOs annual bonuses are based 70% on corporate performance objectives and 30% on individual objectives.
Target Opportunities. The Compensation Committee determines the target cash incentive opportunity available to each NEO by taking the individual’s annual base salary in effect for the year and multiplying it by the individual’s target incentive percentage. Among other factors, the target incentive percentages are determined with reference to the peer group company percentages of salary for the respective positions and the proportion of total direct compensation represented by the annual cash incentive. Based on its review of these considerations, the Compensation Committee approved an increase to the target annual bonus opportunity for our non-CEO NEOs to better align their target cash opportunity with market practices and to further incentivize their performance. For 2025, our NEOs had the following annual cash bonus targets, as compared with their annual cash bonus target for 2024:

NEO |  |  | 2025 Target Annual Bonus Opportunity as a % of Base Salary |  |  | 2024 Target Annual Bonus Opportunity as a % of Base Salary
Arthur T. Sands, M.D., Ph.D. |  |  | 60% |  |  | 60%
Hans van Houte |  |  | 45% |  |  | 40%
Gwenn M. Hansen, Ph.D. |  |  | 45% |  |  | 40%
Christine Ring, Ph.D., J.D. |  |  | 45% |  |  | 40%

Corporate Performance Goals. As a pre-commercial biopharmaceutical company, we do not have material revenue or profits at this stage and our success is best measured by achievement of certain developmental, research, financial, and operational milestones. The Compensation Committee did not weigh our 2025 corporate goals (2025 Corporate Goals) and retained full discretion to determine the corporate goal achievement based on all factors and circumstances affecting achievement.
Our 2025 Corporate Goals were determined by our Board of Directors and included certain developmental, research, financial, and operational milestones. The goals were selected to directly impact our ability to advance and expand our product portfolio platform, advance our strategic business and financial partnerships, advance our hiring needs with sufficient fiscal discipline to retain cash runway, and increase the overall value of the Company in the future. In addition, the 2025 bonus program included multiple stretch goals under which any actual annual cash bonus otherwise payable could be increased if our stretch goals were achieved, such that the maximum bonus that could have been achieved for 2025 was 125% of the executive’s target annual bonus opportunity. The Board of Directors believed that each of these goals would be significantly challenging and would require a high level of performance in order to be achieved.
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Our 2025 Corporate Goals were organized into four general categories: those related to our clinical programs, those related to our research programs, those related to chemistry, manufacturing and controls (CMC), and those related to our general business. The clinical goals focused on advancing bexobrutideg through its clinical trials and making certain strategic decisions regarding the advancement of zelebrudomide and NX-1607 regarding their respective clinical trials. The research goals focused on advancing our wholly owned internal programs, advancing our collaboration programs to meet certain milestone events and advancing our drug discovery platform capabilities. The CMC goals focused on ensuring appropriate supply of drug substance and drug product to achieve our clinical and preclinical objectives and preparing for potential commercial manufacturing. The business-related goals focused on maintaining a certain cash runway, achieving certain business development objectives, building initial commercial capabilities, resolving the company’s spacing needs, and maintaining an engaged workforce.
In January 2026, the Compensation Committee met to consider how the Company had performed against our 2025 Corporate Goals. While the Compensation Committee considered management’s views regarding their 2025 achievements, the Committee made an independent determination regarding the performance against the 2025 Corporate Goals. The Compensation Committee considered the substantial progress made to the clinical programs, particularly those related to bexobrutideg, including meeting one of the stretch goals. The Committee also determined that the Company not only met all of the research goals but also exceeded them, including one of the stretch goals. The Committee determined that the Company met or exceeded all of the CMC goals, including a stretch goal, and it met or exceeded all of the general business goals, with the exception of one general business goal that was partially achieved. The independent members of our Board of Directors, following recommendations from the Compensation Committee, determined that the Company’s performance met most of the 2025 Corporate Goals and achieved key stretch goals, and that the total level of achievement was 125% of target.
Individual Performance. In determining annual cash bonus payouts, the Compensation Committee also evaluated the individual performance of our non-CEO NEOs. The Compensation Committee views the consideration of individual performance as an important component of the annual cash bonus plan because it motivates these NEOs to perform at a high individual level. In assessing the individual performance of these NEOs, the Compensation Committee, with the input of our CEO, considered each such officer’s individual contributions to the achievement of our 2025 Corporate Goals, and the officer’s individual performance in helping to execute on our strategic and operating initiatives. Based on the CEO’s recommendation and the Compensation Committee independent assessment, the Compensation Committee recommended, and the independent members of our Board of Directors approved, the individual performance percentages for all other NEOs set forth in the table below.
Payouts. The Compensation Committee and the independent members of our Board of Directors determined the 2025 corporate performance level and the individual performance multiplier for each non-CEO NEO to determine the total annual bonus payout. The amounts of the annual bonus awards for 2025 were determined as follows:

NEO |  |  | Base Salary ($) |  |  | Target Annual Bonus % |  |  | Target Incentive Amount ($) |  |  | Corporate Performance % |  |  | Individual Performance % |  |  | Payout ($)
Arthur T. Sands, M.D., Ph.D. |  |  | 680,000 |  |  | 60% |  |  | 408,000 |  |  | 125 |  |  | N/A |  |  | 510,000
Hans van Houte |  |  | 550,000 |  |  | 45% |  |  | 247,500 |  |  | 125 |  |  | 110 |  |  | 298,238
Gwenn M. Hansen, Ph.D. |  |  | 560,000 |  |  | 45% |  |  | 252,000 |  |  | 125 |  |  | 115 |  |  | 307,440
Christine Ring, Ph.D., J.D. |  |  | 530,000 |  |  | 45% |  |  | 238,500 |  |  | 125 |  |  | 105 |  |  | 283,815

Equity-Based Incentive Awards
The third and largest component of the executive compensation program is long-term equity incentives. The Compensation Committee designed the long-term incentive opportunity for the NEOs to motivate and reward executive officers to achieve multi-year strategic goals, which in turn will deliver sustained long-term value to stockholders.
We believe that equity awards provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. Long-term equity incentives also promote retention, because executive officers will only receive value if they remain employed by us over the required term.
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Grants to our NEOs and other employees are made at the discretion of the Compensation Committee and are generally made upon commencement of employment or promotion or annually during the first fiscal quarter of each year. We believe that our equity awards are an important retention and motivation tool for our executive officers, as well as for our other employees.
For 2025, our long-term incentive program consisted of stock options for our CEO and a mix of stock options and RSUs for our other NEOs. We have used stock option grants as our primary equity vehicle because we believe that they are an effective means by which to align the long-term interests of our executive officers with those of our stockholders. Among companies like ours that are similar in terms of stage of development, options are very common as the form of equity awards. Stock options motivate stock price appreciation over the long term because they deliver value only if the stock price increases. The use of stock options also can provide tax and other advantages to our executive officers relative to other forms of equity compensation. Additionally, we grant to our non-CEO NEOs RSUs that vest over time based on continued service as we believe RSUs serve as an important retention vehicle and align the interests of management and stockholders to promote stability and retention of our executive team while being less dilutive than stock options.
In determining the number of stock options and RSUs to be granted to an NEO, the Compensation Committee takes into account the range of long-term incentive award values granted to executive officers at the companies in the peer group, the current equity incentives of our executive officers and whether they are sufficient for our retentive and incentive goals, as well corporate and individual performance. For annual grants made in February 2025, our CEO received only stock options and our other NEOs received a split of 60% stock options and 40% RSUs. In addition to the annual grant of stock options and RSUs, Dr. Hansen received a retention grant of 20,000 RSUs in October 2025 in connection with the expansion of her responsibilities to include the Company’s early clinical development program.
The option and RSU awards granted to our NEOs in fiscal year 2025 are set forth in the table below:

NEO |  |  | Stock Options (#) |  |  | Stock Options ($)(1) |  |  | RSUs (#) |  |  | RSUs ($)(1)
Arthur T. Sands, M.D., Ph.D. |  |  | 450,000 |  |  | 5,166,196 |  |  | N/A |  |  | N/A
Hans van Houte |  |  | 75,000 |  |  | 861,033 |  |  | 34,300 |  |  | 587,216
Gwenn M. Hansen, Ph.D. |  |  | 75,000 |  |  | 861,033 |  |  | 54,300(2) |  |  | 770,816
Christine Ring, Ph.D., J.D. |  |  | 75,000 |  |  | 861,033 |  |  | 34,300 |  |  | 587,216

(1) | The amounts reported are grant date fair value computed in accordance with ASC 718 based on the closing price of our common stock on the date of grant. These amounts do not reflect the actual economic value that may ultimately be realized by the NEOs.

(2) | Ms. Hansen’s 54,300 RSUs include her 34,300 annual grant and 20,000 retention grant.

The exercise price of all stock option awards to all NEOs is equal to the closing price of our shares on the date of the grant, and all stock options granted in 2025 have a 10-year term. The options are subject to time-based vesting in equal monthly installments for 36 months beginning March 11, 2025. The RSUs granted to our non-CEO NEOs in February 2025 vest in equal quarterly increments over three years, with the first quarterly increment vesting on July 30, 2025. Ms. Hansen’s retention RSU grant in October 2025 vests in full on the second anniversary of the date of grant. The vesting of stock options and RSUs is subject to the NEO’s continued provision of services to the Company. Vesting of awards may accelerate under certain termination and change in control events as described below under “Potential Payments upon Termination or Change in Control.”
Additional Elements of Compensation
Employee Benefits
Our NEOs are eligible to participate in all our employee benefit plans, such as medical, dental, vision, group life, cell phone costs, reimbursement for certain wellness benefits and our 401(k) plan for U.S. employees, including the NEOs, in each case on the same basis as other employees, subject to applicable laws. Under our 401(k) plan, the Company currently contributes one-half of an employee’s contribution to the 401(k) plan, up to a maximum annual contribution of $3,500. We believe these plans are important to attracting and retaining experienced employees, including our executives.
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Our CEO, Dr. Sands, maintains a primary residence within commuting range of our offices in The Woodlands, Texas. Because Dr. Sands’s primary residence is outside of a reasonable daily commuting range to our headquarters in the San Francisco Bay Area in California, we reimburse Dr. Sands for the reasonable costs of monthly rent and utilities for a rental apartment near our headquarters when he is at Company headquarters. The aggregate cost of monthly rent and utilities for this rental apartment is set forth in the Summary Compensation Table below.
Employment Agreements
Each of our NEOs is employed at-will and their compensation is reviewed periodically and subject to the discretion of our Compensation Committee and Board of Directors. We have entered into offer letters with each of our NEOs. Each of these offer letters include each officer’s base salary, an annual incentive cash bonus opportunity and standard employee benefit plan participation. The offer letters also acknowledge that each NEO will participate in our Severance and Change in Control Plan. Any potential payments and benefits due upon a termination of employment or in connection with a change in control of the Company are described below under “ —Potential Payments upon Termination or Change in Control.”
We do not provide any excise tax gross-ups in connection with severance paid upon termination without cause, for good reason, or relating to a change-in-control transaction. All change in control cash payments are structured to be on a “double-trigger” basis, requiring an involuntary termination in connection with the change in control transaction.
Additional Compensation Policies and Practices
Compensation Recovery Policy
In July 2023, our Board of Directors adopted a compensation recovery policy (the Compensation Recovery Policy) intended to comply with applicable SEC rules and Nasdaq listing standards. The Compensation Recovery Policy is administered by our Compensation Committee (in such capacity, the Administrator) and enables us to recover from current and former officers, and such additional employees as may be identified by the Administrator from time to time, incentive-based compensation, as defined in the Compensation Recovery Policy, in the event of an accounting restatement resulting from material noncompliance with any financial reporting requirements under federal securities laws. For more information, see the full text of our Compensation Recovery Policy, which is filed as an exhibit to our Annual Report.
Insider Trading Policies and Procedures
We have insider trading policies and procedures that govern the purchase, sale, and other dispositions of Company securities by our directors, officers and employees, and the Company itself, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing standards of Nasdaq (our Insider Trading Policy). A copy of our Insider Trading Policy was filed as an exhibit to our Annual Report.
Anti-Hedging and Anti-Pledging Policies
All of our employees, officers and directors, consultants, and contractors, as well as their immediate family members, housemates, and persons under their influence or control, (covered persons) are subject to our Insider Trading Policy, which prohibits the unauthorized disclosure of any material nonpublic information acquired in the workplace and the misuse of material nonpublic information in securities trading. The policy also includes specific provisions which bar covered persons from hedging and pledging our securities. Covered persons are prohibited from pledging Nurix securities as collateral in a margin account or for loans unless specific pre-approval has been obtained from our Chief Legal Officer. Additionally, covered persons are barred from engaging in transactions in publicly traded options, such as puts and calls, and other derivative securities with respect to the Company’s securities. This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding the Company’s securities.
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Tax Considerations; Section 162(m)
When reviewing compensation matters, the Compensation Committee considers the anticipated tax consequences to us (and, when relevant, to our executive officers) of the various payments under our compensation programs. Section 162(m) of the Internal Revenue Code generally disallows a tax deduction for any publicly held corporation for individual compensation of more than $1.0 million to certain executive officers in any taxable year. The Compensation Committee may provide compensation to executive officers that may not be tax deductible if it believes that providing that compensation is in the best interests of our Company and its stockholders.
Accounting Policies for Stock-Priced Compensation
We follow the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (ASC 718), for our stock-based compensation awards. ASC 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. ASC 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of stock options under our equity incentive award plans are accounted for under ASC 718. Our Compensation Committee or Board of Directors will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs.
Risks from Compensation Policies and Practices
The Compensation Committee reviews our compensation policies and practices to determine areas of potential risks and the actions we have taken, or should take, to mitigate any such identified risks. Based on the Compensation Committee’s review of our compensation policies and practices, we do not believe that any risks relating to our compensation policies and practices are reasonably likely to have a material adverse effect on our business.
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
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 and promotion. As discussed above, currently, we grant stock options and RSUs. We do not have a formal policy regarding the timing of awards of stock options in relation to our disclosure of material nonpublic information; however, our Compensation Committee does not target our grants of stock option awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation.
Each fiscal year, our Compensation Committee adopts an annual budget for the grant of equity awards. As part of its standing agenda, our Compensation Committee reviews annual grants of equity awards to our NEOs at its regularly scheduled meeting in the first quarter of each year and either approves such grants or recommends such grants for approval by the independent members of our Board of Directors. For fiscal year 2025, the independent members of our Board of Directors, following the prior year’s practice, determined in advance that annual equity grants of stock options and RSUs would be granted to our NEOs on February 11, 2025, the second Tuesday in February 2025. No additional, discretionary equity awards were made to our NEOs in fiscal year 2025 except as follows: on October 14, 2025, our Compensation Committee approved a retention award to Gwenn M. Hansen consisting of 20,000 RSUs that will cliff vest in full on the second anniversary of the grant date, subject to Dr. Hansen’s continuous service to the Company from the date of grant through the vesting date.
The Company did not grant any stock options to our NEOs in fiscal year 2025 during any period beginning four business days before and ending one business day after the filing of any of the Company’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, or the filing or furnishing of any other Current Report on Form 8-K that disclosed material nonpublic information.
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REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
This Compensation Committee Report shall not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933 or the Exchange Act, notwithstanding any general statement contained in any such filing incorporating this proxy statement by reference, except to the extent the Company incorporates such Report by specific reference.
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with the management of the Company. Based on this review and these discussions, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K and the Company’s proxy statement.
The preceding report has been furnished by the following members of the Compensation Committee:
David Lacey, M.D., Chair
Edward C. Saltzman
Paul M. Silva
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EXECUTIVE COMPENSATION TABLES
Summary Compensation Table

Name and Principal Position |  |  | Year |  |  | Salary ($) |  |  | Stock Awards ($)(1) |  |  | Option Awards ($)(1) |  |  | Non-Equity Incentive Plan Compensation ($) |  |  | All Other Compensation ($) |  |  | Total ($)
Arthur T. Sands President, Chief Executive Officer and Director |  |  | 2025 |  |  | 674,584 |  |  | — |  |  | 5,166,196(2) |  |  | 510,000 |  |  | 23,358(3) |  |  | 6,374,138
| 2024 |  |  | 613,104 |  |  | — |  |  | 4,751,716 |  |  | 424,350 |  |  | 23,692(4) |  |  | 5,812,862
| 2023 |  |  | 590,813 |  |  | — |  |  | 3,376,799 |  |  | 355,350 |  |  | 40,158(5) |  |  | 4,363,120
Hans van Houte Chief Financial Officer |  |  | 2025 |  |  | 545,833 |  |  | 587,216(2) |  |  | 861,033(2) |  |  | 298,238 |  |  | 4,183(6) |  |  | 2,296,503
| 2024 |  |  | 498,675 |  |  | 392,400 |  |  | 890,947 |  |  | 230,000 |  |  | 4,460(7) |  |  | 2,016,482
| 2023 |  |  | 482,925 |  |  | 259,920 |  |  | 670,084 |  |  | 193,640 |  |  | 5,418(8) |  |  | 1,611,987
Gwenn M. Hansen Chief Scientific Officer |  |  | 2025 |  |  | 556,000 |  |  | 770,816 (2) |  |  | 861,033(2) |  |  | 307,440 |  |  | 2,835(9) |  |  | 2,498,124
| 2024 |  |  | 510,533 |  |  | 392,400 |  |  | 890,947 |  |  | 235,520 |  |  | 4,460(7) |  |  | 2,033,860
| 2023 |  |  | 493,200 |  |  | 259,920 |  |  | 670,084 |  |  | 203,693 |  |  | 5,860(10) |  |  | 1,632,757
Christine Ring Chief Legal Officer and Chief Compliance Officer |  |  | 2025 |  |  | 527,500 |  |  | 587,216(2) |  |  | 861,033(2) |  |  | 283,815 |  |  | 3,773(11) |  |  | 2,263,337
| 2024 |  |  | 498,677 |  |  | 392,400 |  |  | 890,947 |  |  | 230,000 |  |  | 4,460(7) |  |  | 2,016,484
| 2023 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  |

(1) | The amounts reported in the “Stock Awards” and “Option Awards” columns represent the aggregate grant date fair value of such awards granted to our NEOs as computed in accordance with ASC 718. The assumptions used in calculating the aggregate grant date fair value of the stock options reported in this column are set forth in Note 8 to the audited consolidated financial statements included in our Annual Report. Note that the amounts reported in these columns reflect the accounting cost for these equity awards, and do not correspond to the actual economic value that may be received by our NEOs from the equity awards.

(2) | For more information regarding these awards, including vesting information, see “Outstanding Equity Awards at 2025 Fiscal Year-End Table” below.

(3) | The amount includes: (i) $3,500 in 401(k) plan matching contributions and (ii) $19,858 for monthly rent and utilities for a rental apartment in the San Francisco, California area.

(4) | The amount includes: (i) $3,500 in 401(k) plan matching contributions and (ii) $20,192 for monthly rent and utilities for a rental apartment in the San Francisco, California area.

(5) | The amount includes: (i) $3,500 in 401(k) plan matching contributions, (ii) $680 for reimbursement of cellular phone costs and (iii) $35,978 for monthly rent and utilities for a rental apartment in the San Francisco, California area.

(6) | The amount includes: (i) $2,775 in 401(k) plan matching contributions, (ii) $960 for reimbursement of cellular phone costs and (iii) $448 for reimbursement for wellness activities.

(7) | The amount includes: (i) $3,500 in 401(k) plan matching contributions and (ii) $960 for reimbursement of cellular phone costs.

(8) | The amount includes: (i) $3,500 in 401(k) plan matching contributions, (ii) $960 for reimbursement of cellular phone costs and (iii) $958 for reimbursement for wellness activities.

(9) | The amount includes: (i) $1,875 in 401(k) plan matching contributions and (ii) $960 for reimbursement of cellular phone costs.

(10) | The amount includes: (i) $3,500 in 401(k) plan matching contributions, (ii) $960 for reimbursement of cellular phone costs, and (iii) $1,400 for reimbursement for wellness activities.

(11) | The amount includes: (i) $2,813 in 401(k) plan matching contributions and (ii) $960 for reimbursement of cellular phone costs.

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Grants of Plan-Based Awards in 2025
The following table presents information concerning each grant of an award made to the NEOs in 2025 under any plan.

Name |  |  | Type of Award |  |  | Grant Date |  |  | Approval Date |  |  | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) |  |  | All Other Stock Awards: Number of Shares of Stock or Units (#) |  |  | All Other Options Awards: Number of Securities Underlying Options (#) |  |  | Exercise or base price of option awards ($/Share) |  |  | Grant Date Fair Value of Stock and Option Awards ($)(2)
| Threshold ($) |  |  | Target ($) |  |  | Maximum ($) |
Arthur T. Sands |  |  | Cash |  |  | — |  |  | 1/23/2025 |  |  | — |  |  | 408,000 |  |  | 510,000 |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Stock Options |  |  | 2/11/2025 |  |  | 1/23/2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 450,000 |  |  | 17.12 |  |  | 5,166,196
Hans van Houte |  |  | Cash |  |  | — |  |  |  |  |  | — |  |  | 247,500 |  |  | 309,375 |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Stock Options |  |  | 2/11/2025 |  |  | 1/23/2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 75,000 |  |  | 17.12 |  |  | 861,033
|  |  | RSU |  |  | 2/11/2025 |  |  | 1/23/2025 |  |  |  |  |  |  |  |  |  |  |  | 34,300 |  |  |  |  |  |  |  |  | 587,216
Gwenn M. Hansen |  |  | Cash |  |  | — |  |  | 1/23/2025 |  |  | — |  |  | 252,000 |  |  | 315,000 |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Stock Options |  |  | 2/11/2025 |  |  | 1/23/2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 75,000 |  |  | 17.12 |  |  | 861,033
|  |  | RSU |  |  | 2/11/2025 |  |  | 1/23/2025 |  |  |  |  |  |  |  |  |  |  |  | 34,300 |  |  |  |  |  |  |  |  | 587,216
|  |  | RSU |  |  | 10/14/2025 |  |  | 10/3/2025 |  |  |  |  |  |  |  |  |  |  |  | 20,000 |  |  |  |  |  |  |  |  | 183,600
Christine Ring |  |  | Cash |  |  | — |  |  |  |  |  | — |  |  | 238,500 |  |  | 298,125 |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Stock Options |  |  | 2/11/2025 |  |  | 1/23/2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 75,000 |  |  | 17.12 |  |  | 861,033
|  |  | RSU |  |  | 2/11/2025 |  |  | 1/23/2025 |  |  |  |  |  |  |  |  |  |  |  | 34,300 |  |  |  |  |  |  |  |  | 587,216

(1) | Reflects threshold, target and maximum target bonus amounts for fiscal year 2025 performance under the Annual Incentive Compensation program, as described in “Executive Compensation — Elements of Our Executive Compensation Program — Annual Cash Incentives.” These amounts do not necessarily correspond to the actual value that may be received by the NEO.

(2) | The amounts shown represent the grant date fair value of stock options and RSUs granted during fiscal year 2025, computed in accordance with ASC 718. The assumptions used in the valuation of these awards are set forth in Note 8 to our consolidated financial statements, which are included in our Annual Report. Further information about these awards is provided in the section titled “Executive Compensation — Elements of Our Executive Compensation Program — Annual Equity Grants.” Grant date fair value is determined for financial statement reporting purposes and does not correspond to the actual value that the NEOs will realize from the award.

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Outstanding Equity Awards at 2025 Fiscal Year-End

|  |  | Option Awards(1) |  |  | Stock Awards(2)
Name |  |  | Grant Date |  |  | Vesting Commencement Date |  |  | Number of Securities Underlying Unexercised Options (#) Exercisable |  |  | Number of Securities Underlying Unexercised Options (#) Unexercisable |  |  | EIP Awards: Number of Securities Underlying Unexercised Unearned Options (#) |  |  | Option Exercise Price ($) |  |  | Option Expiration Date |  |  | Number of Units of Stock that have not Vested (#) |  |  | Market Value of Units of Stock that have not Vested ($)(3)
Arthur T. Sands |  |  | 8/29/2019(4) |  |  | 6/10/2019 |  |  | 249,999 |  |  | — |  |  |  |  |  | 1.86 |  |  | 8/28/2029 |  |  |  |  |  |
|  |  | 2/27/2020(4) |  |  | 2/18/2020 |  |  | 153,333 |  |  | — |  |  |  |  |  | 7.26 |  |  | 2/26/2030 |  |  |  |  |  |
|  |  | 6/14/2020(4) |  |  | 6/1/2020 |  |  | 117,539 |  |  | — |  |  |  |  |  | 9.57 |  |  | 6/13/2030 |  |  |  |  |  |
|  |  | 10/21/2020(4) |  |  | 7/23/2020 |  |  | 804,170 |  |  | — |  |  |  |  |  | 26.91 |  |  | 10/20/2030 |  |  |  |  |  |
|  |  | 2/11/2021(4) |  |  | 2/11/2021 |  |  | 150,000 |  |  | — |  |  |  |  |  | 38.97 |  |  | 2/10/2031 |  |  |  |  |  |
|  |  | 1/20/2022(4) |  |  | 1/20/2022 |  |  | 287,500 |  |  | 12,500 |  |  |  |  |  | 18.89 |  |  | 1/19/2032 |  |  |  |  |  |
|  |  | 8/9/2022(4) |  |  | 8/9/2022 |  |  | 325,000 |  |  | 75,000 |  |  |  |  |  | 18.50 |  |  | 8/8/2032 |  |  |  |  |  |
|  |  | 2/14/2023(6) |  |  | 2/14/2023 |  |  | 410,666 |  |  | 37,334 |  |  |  |  |  | 10.83 |  |  | 2/13/2033 |  |  |  |  |  |
|  |  | 2/13/2024(6) |  |  | 2/13/2024 |  |  | 466,666 |  |  | 333,334 |  |  |  |  |  | 8.72 |  |  | 2/12/2034 |  |  |  |  |  |
|  |  | 2/11/2025(6) |  |  | 2/11/2025 |  |  | 112,500 |  |  | 337,500 |  |  |  |  |  | 17.12 |  |  | 2/10/2035 |  |  |  |  |  |
Hans van Houte |  |  | 3/2/2018(4) |  |  | 2/2/2018 |  |  | 9,027 |  |  | — |  |  |  |  |  | 1.20 |  |  | 3/1/2028 |  |  |  |  |  |
|  |  | 8/29/2019(4) |  |  | 6/10/2019 |  |  | 20,136 |  |  | — |  |  |  |  |  | 1.86 |  |  | 8/28/2029 |  |  |  |  |  |
|  |  | 2/27/2020(4) |  |  | 2/18/2020 |  |  | 36,504 |  |  | — |  |  |  |  |  | 7.26 |  |  | 2/26/2030 |  |  |  |  |  |
|  |  | 5/28/2020(4) |  |  | 5/28/2020 |  |  | 83,333 |  |  | — |  |  |  |  |  | 9.57 |  |  | 5/27/2030 |  |  |  |  |  |
|  |  | 2/11/2021(4) |  |  | 2/11/2021 |  |  | 40,000 |  |  | — |  |  |  |  |  | 38.97 |  |  | 2/10/2031 |  |  |  |  |  |
|  |  | 1/19/2022(4) |  |  | 1/19/2022 |  |  | 99,965 |  |  | 4,329 |  |  |  |  |  | 19.49 |  |  | 1/18/2032 |  |  |  |  |  |
|  |  | 1/19/2022(7) |  |  | 1/30/2022 |  |  | — |  |  |  |  |  |  |  |  | — |  |  | — |  |  | 2,887 |  |  | 51,042
|  |  | 8/9/2022(4) |  |  | 8/9/2022 |  |  | 97,500 |  |  | 22,500 |  |  |  |  |  | 18.50 |  |  | 8/8/2032 |  |  |  |  |  |
|  |  | 2/14/2023(6) |  |  | 2/14/2023 |  |  | 81,491 |  |  | 7,409 |  |  |  |  |  | 10.83 |  |  | 2/13/2033 |  |  |  |  |  |
|  |  | 2/14/2023(8) |  |  | 4/30/2023 |  |  | — |  |  |  |  |  |  |  |  | — |  |  | — |  |  | 4,000 |  |  | 70,720
|  |  | 2/13/2024(6) |  |  | 2/13/2024 |  |  | 87,500 |  |  | 62,500 |  |  |  |  |  | 8.72 |  |  | 2/12/2034 |  |  |  |  |  |
|  |  | 2/13/2024(9) |  |  | 4/30/2023 |  |  | — |  |  |  |  |  |  |  |  | — |  |  | — |  |  | 22,500 |  |  | 397,800
|  |  | 2/11/2025(6) |  |  | 2/11/2025 |  |  | 18,750 |  |  | 56,250 |  |  |  |  |  | 17.12 |  |  | 2/10/2035 |  |  |  |  |  |
|  |  | 2/11/2025(10) |  |  | 4/30/2025 |  |  | — |  |  | — |  |  |  |  |  | — |  |  | — |  |  | 28,584 |  |  | 505,365
Gwenn M. Hansen |  |  | 2/11/2016(5) |  |  | 12/14/2015 |  |  | 31,333 |  |  | — |  |  |  |  |  | 0.84 |  |  | 2/10/2026 |  |  |  |  |  |
|  |  | 3/2/2018(4) |  |  | 2/2/2018 |  |  | 8,333 |  |  | — |  |  |  |  |  | 1.20 |  |  | 3/1/2028 |  |  |  |  |  |
|  |  | 11/15/2018(4) |  |  | 9/3/2018 |  |  | 20,000 |  |  | — |  |  |  |  |  | 1.68 |  |  | 11/14/2028 |  |  |  |  |  |
|  |  | 8/29/2019(4) |  |  | 6/10/2019 |  |  | 66,666 |  |  | — |  |  |  |  |  | 1.86 |  |  | 8/28/2029 |  |  |  |  |  |
|  |  | 2/27/2020(4) |  |  | 2/18/2020 |  |  | 67,466 |  |  | — |  |  |  |  |  | 7.26 |  |  | 2/26/2030 |  |  |  |  |  |
|  |  | 5/28/2020(4) |  |  | 5/28/2020 |  |  | 81,905 |  |  | — |  |  |  |  |  | 9.57 |  |  | 5/27/2030 |  |  |  |  |  |
|  |  | 2/11/2021(4) |  |  | 2/11/2021 |  |  | 60,000 |  |  | — |  |  |  |  |  | 38.97 |  |  | 2/10/2031 |  |  |  |  |  |
|  |  | 1/19/2022(4) |  |  | 1/19/2022 |  |  | 110,628 |  |  | 4,810 |  |  |  |  |  | 19.49 |  |  | 1/3/2032 |  |  |  |  |  |
|  |  | 1/19/2022(7) |  |  | 1/30/2022 |  |  | — |  |  | — |  |  |  |  |  | — |  |  | — |  |  | 3,207 |  |  | 56,700
|  |  | 8/9/2022(4) |  |  | 8/9/2022 |  |  | 48,992 |  |  | 11,306 |  |  |  |  |  | 18.50 |  |  | 8/8/2032 |  |  |  |  |  |
|  |  | 2/14/2023(6) |  |  | 2/14/2023 |  |  | 81,491 |  |  | 7,409 |  |  |  |  |  | 10.83 |  |  | 2/13/2033 |  |  |  |  |  |
|  |  | 2/14/2023(8) |  |  | 4/30/2023 |  |  | — |  |  | — |  |  |  |  |  | — |  |  | — |  |  | 4,000 |  |  | 70,720
|  |  | 2/13/2024(6) |  |  | 2/13/2024 |  |  | 87,500 |  |  | 62,500 |  |  |  |  |  | 8.72 |  |  | 2/12/2034 |  |  |  |  |  |
|  |  | 2/13/2024(9) |  |  | 4/30/2024 |  |  | — |  |  | — |  |  |  |  |  | — |  |  | — |  |  | 22,500 |  |  | 397,800
|  |  | 2/11/2025(6) |  |  | 2/11/2025 |  |  | 18,750 |  |  | 56,250 |  |  |  |  |  | 17.12 |  |  | 2/10/2035 |  |  |  |  |  |
|  |  | 2/11/2025(10) |  |  | 4/30/2025 |  |  | — |  |  | — |  |  |  |  |  | — |  |  | — |  |  | 28,584 |  |  | 505,365
|  |  | 10/14/2025(11) |  |  | 10/14/2025 |  |  | — |  |  | — |  |  |  |  |  | — |  |  | — |  |  | 20,000 |  |  | 353,600
Christine Ring |  |  | 10/1/2019(5) |  |  | 9/9/2019 |  |  | 16,163 |  |  | — |  |  |  |  |  | 1.86 |  |  | 9/30/2029 |  |  |  |  |  |
|  |  | 2/27/2020(4) |  |  | 2/18/2020 |  |  | 13,333 |  |  | — |  |  |  |  |  | 7.26 |  |  | 2/26/2030 |  |  |  |  |  |
|  |  | 5/28/2020(4) |  |  | 5/28/2020 |  |  | 96,389 |  |  | — |  |  |  |  |  | 9.57 |  |  | 5/27/2030 |  |  |  |  |  |
|  |  | 2/11/2021(4) |  |  | 2/11/2021 |  |  | 40,000 |  |  | — |  |  |  |  |  | 38.97 |  |  | 2/10/2031 |  |  |  |  |  |
|  |  | 1/19/2022(4) |  |  | 1/19/2022 |  |  | 66,376 |  |  | 2,886 |  |  |  |  |  | 19.49 |  |  | 1/18/2032 |  |  |  |  |  |
|  |  | 1/19/2022(7) |  |  | 1/30/2022 |  |  | — |  |  | — |  |  |  |  |  | — |  |  | — |  |  | 1,925 |  |  | 34,034
|  |  | 8/9/2022(4) |  |  | 8/9/2022 |  |  | 32,662 |  |  | 7,537 |  |  |  |  |  | 18.50 |  |  | 8/8/2032 |  |  |  |  |  |
|  |  | 2/14/2023(6) |  |  | 2/14/2023 |  |  | 81,491 |  |  | 7,409 |  |  |  |  |  | 10.83 |  |  | 2/13/2033 |  |  |  |  |  |
|  |  | 2/14/2023(8) |  |  | 4/30/2023 |  |  | — |  |  | — |  |  |  |  |  | — |  |  | — |  |  | 4,000 |  |  | 70,720
|  |  | 2/13/2024(6) |  |  | 2/13/2024 |  |  | 87,500 |  |  | 62,500 |  |  |  |  |  | 8.72 |  |  | 2/12/2034 |  |  |  |  |  |
|  |  | 2/13/2024(9) |  |  | 4/30/2024 |  |  | — |  |  | — |  |  |  |  |  | — |  |  | — |  |  | 22,500 |  |  | 397,800
|  |  | 2/11/2025(6) |  |  | 2/11/2025 |  |  | 18,750 |  |  | 56,250 |  |  |  |  |  | 17.12 |  |  | 2/10/2035 |  |  |  |  |  |
|  |  | 2/11/2025(10) |  |  | 4/30/2025 |  |  | — |  |  | — |  |  |  |  |  | — |  |  | — |  |  | 28,584 |  |  | 505,365

(1) | The outstanding stock option awards granted on and after October 21, 2020, were granted under the 2020 Equity Incentive Plan. All other outstanding stock option awards were granted under the 2012 Equity Incentive Plan.

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(2) | The outstanding RSUs were granted under the 2020 Equity Incentive Plan.

(3) | Represents the fair market value of the shares underlying the RSUs as of November 28, 2025, the last business day of our 2025 fiscal year, based on the closing price on Nasdaq of our common stock on November 28, 2025, which was $17.68 per share.

(4) | This stock option vests monthly at the rate of 1/48th of the shares of our common stock underlying the stock option following the vesting commencement date, in each case subject to continued service to us.

(5) | This stock option vests at a rate of 1/4th of the shares of our common stock underlying the stock option on the one-year anniversary of the vesting commencement date and an additional 1/48th vests monthly thereafter, subject to the executive’s continued service to us.

(6) | This stock option vests monthly at the rate of 1/36th of the shares of our common stock underlying the stock option following the vesting commencement date, in each case subject to continued service to us.

(7) | These RSUs vest in substantially equal increments quarterly over four years, with the first quarterly incremental vesting occurring on April 30, 2022, subject to the executive’s continued service to us.

(8) | These RSUs vest in substantially equal increments quarterly over three years, with the first quarterly incremental vesting occurring on July 30, 2023, subject to the executive’s continued service to us.

(9) | These RSUs vest in substantially equal increments quarterly over three years, with the first quarterly incremental vesting occurring on July 30, 2024, subject to the executive’s continued service to us.

(10) | These RSUs vest in substantially equal increments quarterly over three years, with the first quarterly incremental vesting occurring on July 30, 2025, subject to the executive’s continued service to us.

(11) | These RSUs vest in their entirety on the second anniversary of the date of grant, subject to the executive’s continued service to us.

2025 Option Exercises and Stock Vested
The following table presents information concerning amounts realized from stock option exercises and RSUs vested during fiscal year 2025 for each of the NEOs.

|  |  | Option Awards |  |  | Stock Awards
Name |  |  | Number of Shares Acquired on Exercise (#) |  |  | Value Realized on Exercise ($)(1) |  |  | Number of Shares Acquired on Vesting (#) |  |  | Value Realized on Vesting ($)(2)
Arthur T. Sands |  |  | — |  |  | — |  |  | — |  |  | —
Hans van Houte |  |  | — |  |  | — |  |  | 40,260 |  |  | 539,637
Gwenn M. Hansen |  |  | — |  |  | — |  |  | 41,543 |  |  | 557,178
Christine Ring |  |  | 54,880 |  |  | 892,004 |  |  | 36,412 |  |  | 487,035

(1) | The value realized on exercise reflects the difference between the fair market value of our common stock at the time of exercise on the exercise date and the exercise price of the stock option. Amounts shown are presented on an aggregate basis for all exercises that occurred during fiscal year 2025.

(2) | The value realized on vesting is calculated by multiplying the number of shares acquired upon vesting by the per share closing price of our common stock on the vesting date.

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POTENTIAL PAYMENTS UPON TERMINATON OR CHANGE IN CONTROL
Certain of our officers, including our NEOs, participate in our Executive Severance and Change in Control Plan (Executive Severance Plan).
Outside of a Change in Control. Pursuant to the Executive Severance Plan and his Executive Severance Plan participation agreement, if Dr. Sands is terminated without “cause” or resigns for “good reason” (as such terms are defined in the Executive Severance Plan) prior to a “change in control” (as defined in the Executive Severance Plan) of the company or following the 12-month anniversary of a change in control of the company, he will be entitled to receive a cash amount, payable in a lump sum, equal to his (i) annual base salary and (ii) any annual bonus earned for our prior completed fiscal year to the extent not yet paid. In addition, Dr. Sands will be entitled to continued coverage under our group healthcare plans for a period ending on the earlier of (x) 12 months following the termination date and (y) the date that he and his covered dependents become eligible for coverage under another employer’s plans.
Pursuant to the Executive Severance Plan and their applicable Executive Severance Plan participation agreements, if our other NEOs (other than Dr. Sands) are terminated without cause or resign for good reason prior to a change in control of the company, or following the 12-month anniversary of a change in control of the company, they will be entitled to receive a cash amount, payable in a lump sum, equal to (i) 0.75 times their annual base salary and (ii) any annual bonus earned for our prior completed fiscal year to the extent not yet paid. In addition, they will be entitled to continued coverage under our group healthcare plans for a period ending on the earlier of (x) nine months following the termination date and (y) the date that they and their covered dependents become eligible for coverage under another employer’s plans.
In Connection with a Change in Control. In the event that Dr. Sands is terminated without cause or resigns for good reason within 12 months following a change in control of the company, then in lieu of the foregoing, he will be entitled to receive a cash amount, payable in a lump sum, equal to (i) two times his annual base salary, (ii) any annual bonus earned for our prior completed fiscal year to the extent not yet paid and (iii) his target bonus for the fiscal year in which the termination occurs. Dr. Sands will also be entitled to continued coverage under our group healthcare plans for a period ending on the earlier of (x) 24 months following the termination date and (y) the date that Dr. Sands and his covered dependents become eligible for coverage under another employer’s plans. In addition, each then-outstanding equity award that vests subject to Dr. Sands’s continued service will automatically become vested and exercisable in full and any equity awards subject to performance-based vesting criteria will be treated in accordance with the applicable award agreement or other applicable equity incentive plan governing the terms of such equity award.
In the event that our NEOs other than Dr. Sands are terminated without cause or resign for good reason within 12 months following a change in control of the company, then in lieu of the payments and benefits set forth above, they will be entitled to receive a cash amount, payable in a lump sum, equal to (i) their annual base salary, (ii) any annual bonus earned for our prior completed fiscal year to the extent not yet paid and (iii) their target bonus for the fiscal year in which the termination occurs. Such NEOs will also be entitled to continued coverage under our group-healthcare plans for a period ending on the earlier of (x) 12 months following the termination date and (y) the date that they and their covered dependents become eligible for coverage under another employer’s plans. In addition, each then-outstanding equity award that vests subject to their continued service will automatically become vested and exercisable in full and any equity awards subject to performance-based vesting criteria will be treated in accordance with the applicable award agreement or other applicable equity incentive plan governing the terms of such equity award.
The vesting of any outstanding equity award that is not assumed by a successor company following a change in control of the company will automatically accelerate in full without regard to the NEO’s termination of service.
For purposes of the Executive Severance Plan, “cause” means: an Executive Severance Plan participant (i) has been convicted of, or has pleaded guilty or nolo contendere to, any felony or crime involving moral turpitude, (ii) has engaged in a willful act of misconduct, or committed any act of fraud, theft, embezzlement, misappropriation of funds, breach of fiduciary duty or other willful act of material dishonesty against us, (iii) other than in the case of a termination of employment during the period commencing on the change in control and ending 12 months following the change in control (the “change in control period”), has materially failed or refused to satisfactorily perform the material duties lawfully and reasonably assigned to the him or her or has performed such material duties with gross negligence; (iv) has breached any material term or condition of his or her employment agreement, or Employment,
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Confidential Information and Intellectual Property Assignment Agreement with us or any other material agreement with us; or (v) acted in willful violation or disregard of any written policy or practice of ours, including a code of conduct, which results in material loss, damage or injury to us; in each case provided that any of the foregoing may be cured, if curable, within 30 days’ notice from us.
For purposes of the Executive Severance Plan, “good reason” means: a cessation of an Executive Severance Plan participant’s employment as a result of the participant’s resignation within 120 days after the occurrence of one or more of the following without the participant’s consent: (i) a reduction of more than 10% in participant’s base salary as an employee of the company, except to the extent we implement an equal percentage reduction applicable to all executive officers and management personnel; (ii) a material reduction in the participant’s duties, responsibilities or authority at the company; provided that this clause (ii) will only apply in the case of a termination during a change in control period; (iii) a change in the geographic location at which the participant must perform services which results in an increase in the one-way commute of the participant by more than 50 miles, provided that our requirement that participant work remotely or return to work at participant’s designated company office following a current or future remote work period required by the company in its sole discretion will not constitute the foregoing change in geographic location; or (iv) a successor of ours does not assume the Executive Severance Plan. A resignation for good reason will not be deemed to have occurred unless the participant gives us written notice of the condition within 90 days after the condition comes into existence and we fail to remedy the condition within 30 days after receiving the participant’s written notice.
All such severance payments and benefits are subject to each NEO’s execution of a general release of claims against us. The terms of the Executive Severance Plan supersede all prior agreements with our NEOs, including their respective individual offer letters and employment agreements, with respect to any severance payments and equity acceleration to which any such NEOs may be entitled upon a termination of service or change in control of the company.
The Executive Severance Plan includes a 280G “best-net” cutback, which would cause an automatic reduction in any payments or benefits that the NEO would receive that constitute parachute payments within the meaning of Code Section 280G, in the event such reduction would result in the NEO receiving greater payments and benefits on an after-tax basis.
The table below sets forth the amount of compensation payable under the Executive Severance Plan to each NEO upon (i) a termination without cause or for good reason within the 12-month period following a change in control and (ii) a termination without cause or for good reason outside such 12-month change in control period. The amounts shown in the table below assume that such termination of employment and/or change of control was effective as of November 30, 2025, and thus are estimates of the amounts that would actually be paid out to the NEOs in such circumstances.

|  |  | Termination of Employment No Change-of-Control |  |  |  |  |  | Termination of Employment Change-of-Control(4) |  |  |
Named Executive Officer |  |  | Severance Payment ($)(1) |  |  | Medical Benefits Continuation ($)(2) |  |  | Accelerated Vesting of Equity Awards ($)(3) |  |  | Total ($) |  |  | Severance Payment ($)(1) |  |  | Medical Benefits Continuation ($)(2) |  |  | Accelerated Vesting of Equity Awards ($)(3) |  |  | Total ($)
Arthur T. Sands |  |  | 680,000 |  |  | 35,443 |  |  | — |  |  | 715,443 |  |  | 1,768,000 |  |  | 70,885 |  |  | 3,431,411 |  |  | 5,270,296
Hans van Houte |  |  | 412,500 |  |  | 25,683 |  |  | — |  |  | 438,183 |  |  | 797,500 |  |  | 34,245 |  |  | 1,667,179 |  |  | 2,498,924
Gwenn M. Hansen |  |  | 420,000 |  |  | 15,906 |  |  | — |  |  | 435,906 |  |  | 812,000 |  |  | 21,208 |  |  | 2,026,437 |  |  | 2,859,645
Christine Ring |  |  | 397,500 |  |  | 26,582 |  |  | — |  |  | 424,082 |  |  | 768,500 |  |  | 35,443 |  |  | 1,650,171 |  |  | 2,454,114

(1) | The severance amount related to base salary was determined based on the base salaries in effect on November 30, 2025, and the severance amount related to target annual bonus was determined based on the target bonuses in effect as of November 30, 2025.

(2) | The amounts in this column are calculated based on the group healthcare premiums for each NEO in effect on November 30, 2025.

(3) | With respect to outstanding stock option awards, this value is based on the difference between the closing price for our common stock on November 28, 2025, the last trading day of the fiscal year, and the exercise price of the accelerated stock option awards. Any stock option awards for which the exercise price is greater than the closing price of our common stock on November 28, 2025, are not included in the table above. With respect to RSU awards, the value is based on the fair market value of the shares that could be acquired based on the closing price for our common stock on November 28, 2025, the last trading day of the fiscal year.

(4) | This scenario assumes acceleration of unvested stock option and RSU awards outstanding as of November 30, 2025, pursuant to our Executive Severance and Change in Control Plan.

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CEO PAY RATIO DISCLOSURE
Under rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act), we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our Chief Executive Officer (the CEO Pay Ratio).
Our median employee compensation in 2025 as calculated using Summary Compensation Table requirements was $274,252. Our Chief Executive Officer’s compensation as reported in the Summary Compensation Table was $6,374,138. Therefore, our CEO Pay Ratio is approximately 23:1.
Methodology and Pay Ratio
We identified the median employee using our employee population on November 30, 2025 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis). We did not include any contractors or other non-employee workers in our employee population. Our employee population as of our determination date consisted of approximately 320 individuals in the United States. Under the relevant rules, we are required to identify the median employee by use of a “consistently applied compensation measure” (CACM). We chose a CACM that closely approximates the target total direct compensation of our employees. Specifically, we identified the median employee by aggregating, for each employee as of November 30, 2025: (1) annual base pay, (2) annual target cash incentive opportunity, and (3) the grant date fair value for equity awards granted in 2025. We annualized the compensation values of individuals that joined our Company during 2025. After applying our CACM methodology, we identified the median employee and calculated their actual total direct compensation in accordance with the requirements of the Summary Compensation Table.
This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with the SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management of the Company used the CEO Pay Ratio measure in making compensation decisions.
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PAY VERSUS PERFORMANCE DISCLOSURE
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer, who is our CEO, and Non-CEO NEOs and Company performance for the fiscal years listed below. We did not use any financial performance measures to link Compensation Actually Paid to our performance in 2025. Therefore, this disclosure presents neither a Tabular List of most important financial performance measures nor a Company-Selected Measure. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

Year |  |  | Summary Compensation Table Total for CEO(1) ($) |  |  | Compensation Actually Paid to CEO(1)(2)(3) ($) |  |  | Average Summary Compensation Table Total for Non-CEO NEOs(1) ($) |  |  | Average Compensation Actually Paid to Non-CEO NEOs(1)(2)(3) ($) |  |  | Value of Initial Fixed $100 Investment based on:(4) |  |  | Net Income ($ Millions)
| TSR ($) |  |  | Peer GroupTSR ($) |
2025 |  |  | 6,374,138 |  |  | (1,068,786) |  |  | 2,352,655 |  |  | 532,257 |  |  | 61.35 |  |  | 125.52 |  |  | (264)
2024 |  |  | 5,812,862 |  |  | 23,306,422 |  |  | 2,022,275 |  |  | 6,666,424 |  |  | 76.72 |  |  | 99.40 |  |  | (194)
2023 |  |  | 4,363,120 |  |  | (913,889) |  |  | 1,622,372 |  |  | 125,731 |  |  | 21.58 |  |  | 82.24 |  |  | (144)
2022 |  |  | 9,416,222 |  |  | (5,024,024) |  |  | 4,066,182 |  |  | 916,179 |  |  | 42.99 |  |  | 91.46 |  |  | (180)

(1) | Arthur T. Sands was our CEO for each year presented. The individuals comprising the Non-CEO NEOs for each year presented are listed below.

2022 |  |  | 2023 |  |  | 2024 |  |  | 2025
Hans van Houte |  |  | Hans van Houte |  |  | Hans van Houte |  |  | Hans van Houte
Gwenn M. Hansen |  |  | Gwenn M. Hansen |  |  | Gwenn M. Hansen |  |  | Gwenn M. Hansen
|  |  | Christine Ring |  |  | Christine Ring |  |  |

(2) | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.

(3) | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the CEO and the Non-CEO PEOs as set forth below. Equity values are calculated in accordance with ASC 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards column set forth in the Summary Compensation Table.

Year |  |  | Summary Compensation Table Total for CEO ($) |  |  | Exclusion of Stock Awards and Option Awards for CEO ($) |  |  | Inclusion of Equity Values for CEO ($) |  |  | Compensation Actually Paid to CEO ($)
2025 |  |  | 6,374,138 |  |  | (5,166,196) |  |  | (2,276,728) |  |  | (1,068,786)

Year |  |  | Average Summary Compensation Table Total for Non-CEO NEOs ($) |  |  | Average Exclusion of Stock Awards and Option Awards for Non-CEO NEOs ($) |  |  | Average Inclusion of Equity Values for Non-CEO NEOs ($) |  |  | Average Compensation Actually Paid to Non-CEO NEOs ($)
2025 |  |  | 2,352,655 |  |  | (1,509,449) |  |  | (310,949) |  |  | 532,257

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

Year |  |  | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for CEO ($) |  |  | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for CEO ($) |  |  | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for CEO ($) |  |  | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for CEO ($) |  |  | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for CEO ($) |  |  | Total - Inclusion of Equity Values for CEO ($)
2025 |  |  | 3,807,662 |  |  | (2,076,528) |  |  | 731,131 |  |  | (4,738,993) |  |  | 0 |  |  | (2,276,728)

Year |  |  | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-CEO NEOs ($) |  |  | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-CEO NEOs ($) |  |  | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-CEO NEOs ($) |  |  | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-CEO NEOs ($) |  |  | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-CEO NEOs ($) |  |  | Total - Average Inclusion of Equity Values for Non-CEO NEOs ($)
2025 |  |  | 1,257,842 |  |  | (525,876) |  |  | 192,332 |  |  | (1,235,247) |  |  | 0 |  |  | (310,949)

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(4) | The Peer Group TSR set forth in this table utilizes the NASDAQ Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report. The comparison assumes $100 was invested for the period starting November 30, 2021, through the end of the listed year in the Company and in the NASDAQ Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.

Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and the cumulative TSR over the three most recently completed fiscal years for the Company and the NASDAQ Biotechnology Index TSR.
Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and our net income during the three most recently completed fiscal years.
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EQUITY COMPENSATION PLAN INFORMATION
The following table presents information as of November 30, 2025, with respect to compensation plans under which shares of our common stock may be issued.

Plan category |  |  | Number of securities to be issued upon exercise of outstanding options and rights (#) (a) |  |  | Weighted- average exercise price of outstanding options and rights ($) (b) |  |  | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (#) (c)
Equity compensation plans approved by security holders(1) |  |  | 12,651,309(2) |  |  | $15.85(3) |  |  | 1,113,277(4)
Equity compensation plans not approved by security holders(5) |  |  | 966,800 |  |  | $13.78(3) |  |  | 2,033,200(6)
Total |  |  | 13,618,109 |  |  | $15.76 |  |  | 3,146,477

(1) | Consists of our 2012 Equity Incentive Plan (2012 EIP) and our 2020 Equity Incentive Plan (2020 EIP), and excludes purchase rights accruing under our 2020 Employee Stock Purchase Plan (2020 ESPP).

(2) | Includes 10,875,672 outstanding stock options and 1,775,637 shares underlying RSUs.

(3) | The weighted-average exercise price does not reflect the shares that will be issued in connection with the settlement of RSUs, since RSUs have no exercise price.

(4) | There are no shares of common stock available for issuance under our 2012 EIP, but the plan will continue to govern the terms of stock options granted thereunder. Any shares of common stock that are subject to outstanding awards under the 2012 EIP that are issuable upon the exercise of stock options that expire or become exercisable for any reason without having been exercised in full will generally become available for future grant and issuance under our 2020 EIP. In addition, this includes 1,113,277 shares of common stock that remain available for grant under our 2020 EIP and 2,307,250 shares of common stock that remain available for purchase under our 2020 ESPP. Additionally, the number of shares reserved for issuance under our 2020 EIP increases automatically on December 1 of each of 2020 through 2029 by the number of shares equal to the lesser of 4% of the aggregate number of outstanding shares of our common stock as of the immediately preceding November 30, or a number as may be determined by our Board of Directors. Pursuant to this provision, the number of shares reserved for grant and issuance under our 2020 EIP increased by 4,072,299 shares on December 1, 2025. Similarly, the number of shares reserved for issuance under our 2020 ESPP increases automatically on December 1 of each of 2020 through 2029 by the number of shares equal to the lesser of 1% of the aggregate number of outstanding shares of our common stock as of the immediately preceding November 30, or a number of shares as may be determined by our Board of Directors. Pursuant to this provision, the number of shares reserved for grant and issuance under our 2020 ESPP increased by 1,018,074 shares on December 1, 2025.

(5) | Consists of our 2024 Equity Incentive Plan (2024 EIP).

(6) | Reflects shares of common stock that remain available for grant under our 2024 EIP.

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CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS
From December 1, 2024, to the present, there have been no transactions, and there are currently no proposed transactions, in which the amount involved exceeded $120,000 and in which we were or any of our subsidiaries was (or is to be) a party and in which any director, director nominee, executive officer, holder of more than 5% of our capital stock, or any immediate family member of or person sharing the household with any of these individuals, had (or will have) a direct or indirect material interest, except for payments set forth under “Proposal No. 1 Election of Class III Directors” and “Executive Compensation” above.
Policies and Procedures for Related-Party Transactions
Our Board of Directors has adopted a written Related Person Transactions Policy. Under such Policy, our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of our common stock, and any members of the immediate family of and any entity affiliated with any of the foregoing persons, are not permitted to enter into a material related person transaction with us without the review and approval of our Audit Committee, or a committee composed solely of independent directors in the event it is inappropriate for our Audit Committee to review such transaction due to a conflict of interest. The Policy provides that any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of our common stock or with any of their immediate family members or affiliates in which the amount involved exceeds $120,000 in any fiscal year will be presented to our Audit Committee for review, consideration and approval. In approving or rejecting any such proposal, our Audit Committee will consider the relevant facts and circumstances available and deemed relevant to the Audit Committee, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.
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ADDITIONAL INFORMATION
Stockholder Proposals and Director Nominations to be Presented at Next Annual Meeting
Requirements for Stockholder Proposals to be Brought Before an Annual Meeting. Our amended and restated bylaws provide that for stockholder nominations to our Board of Directors or other proposals to be considered at an annual meeting of stockholders, the stockholder must give timely notice thereof in writing to the Secretary at Nurix Therapeutics, Inc., 1600 Sierra Point Parkway, Brisbane, California, 94005.
To be timely for our Company’s annual meeting of stockholders to be held in 2027 (the 2027 Annual Meeting), a stockholder’s notice must be delivered to our Secretary at our principal executive offices not earlier than 5:00 p.m. Eastern Time on January 15, 2027, and not later than 5:00 p.m. Eastern Time on February 14, 2027. A stockholder’s notice to the Secretary must set forth as to each matter the stockholder proposes to bring before the 2027 Annual Meeting the information required by applicable law and our amended and restated bylaws. However, if the date of the 2027 Annual Meeting is more than 30 days before or more than 70 days after the one-year anniversary of the date of our 2026 Annual Meeting, for the stockholder notice to be timely, it must be delivered to the Secretary at our principal executive offices not earlier than 5:00 p.m. Eastern Time on the 120th day prior to the date of our 2027 Annual Meeting and not later than 5:00 p.m. Eastern Time on the later of (1) the 90th day prior to such annual meeting or (2) the 10th day following the day on which public announcement of the date of such meeting is first made by us.
To comply with our amended and restated bylaws as well as the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees for the 2027 Annual Meeting must ensure that our Secretary receives written notice that sets forth all information required by our amended and restated bylaws and by Rule 14a-19(b) under the Exchange Act within the time frames set forth above.
Requirements for Stockholder Proposals to be Considered for Inclusion in our Proxy Materials. Stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act and intended to be presented at our 2027 Annual Meeting must be received by us not later than November 27, 2026, in order to be considered for inclusion in our proxy materials for that meeting. A stockholder’s notice to the Secretary must set forth as to each matter the stockholder proposes to bring before the 2027 Annual Meeting the information required by applicable law and our amended and restated bylaws.
Delinquent Section 16(a) Reports
Section 16 of the Exchange Act requires our directors, certain officers, and beneficial owners of more than ten percent of our common stock to file reports with the SEC indicating their holdings of and transactions in the company’s equity securities. Based solely on a review of such copies and written representations from our reporting persons, the company believes that all Section 16 filing requirements were fulfilled on a timely basis during fiscal year 2025, with one exception: due to an administrative oversight, a Form 4 for Gwenn M. Hansen reporting an RSU award granted on October 14, 2025, was filed late on October 23, 2025.
Available Information
The Annual Report is also available at ir.nurixtx.com.
“Householding” - Stockholders Sharing the Same Address
The SEC has adopted rules that permit companies and intermediaries (such as brokers) to implement a delivery procedure called “householding.” Under this procedure, multiple stockholders who reside at the same address may receive a single copy of our Annual Report and proxy materials, unless the affected stockholder has provided other instructions. This procedure reduces printing costs and postage fees, and helps protect the environment as well.
We expect that a number of brokers with account holders who are our stockholders will be “householding” our Annual Report and proxy materials. A single set of Annual Report and other proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from one or more of the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. Stockholders of record may revoke their consent to householding at any time by contacting Broadridge Financial Solutions via telephone
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at 1-866-540-7095 or by writing to Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department. Stockholders who are the beneficial owners of shares held in an account with a brokerage firm, bank, trustee or similar organization may revoke their consent to householding at any time by contacting their broker, bank, or other holder of record.
Upon written or oral request, we will undertake to promptly deliver a separate copy of the proxy statement, proxy card, Annual Report and other proxy materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the proxy statement, proxy card, Annual Report and other proxy materials, you may write to our Investor Relations Department at Nurix Therapeutics, Inc., 1600 Sierra Point Parkway, Brisbane, California, 94005, Attn: Investor Relations, or submit a request on our website at ir.nurixtx.com/contact-ir.
Any stockholders who share the same address and currently receive multiple copies of our Annual Report and other proxy materials who wish to receive only one copy in the future can contact their bank, broker or other holder of record to request information about “householding” or our Investor Relations Department at the address or telephone number listed above.
OTHER MATTERS
Our Board of Directors does not presently intend to bring any other business before the Annual Meeting and, so far as is known to the Board of Directors, no matters are to be brought before the Annual Meeting except as specified in the notice of the Annual Meeting. As to any business that may arise and properly come before the Annual Meeting, however, it is intended that proxies, in the form enclosed, will be voted in respect thereof in accordance with the judgment of the persons voting such proxies.
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