The Company's Amended and Restated enGene Therapeutics Inc. 2023 Incentive Equity Plan (the "2023 Plan") was adopted on May 15, 2024 and superseded all prior plans. The 2023 Plan is administered by the Board or, at the discretion of the Board, by a committee of the Board, (the "Committee"). The exercise prices, vesting and other restrictions are determined at the discretion of the Board, or its committee if so delegated, except that the exercise price per share of stock options may not be less than 100% of the fair market value of the Common Shares on the date of grant and the term of stock option may not be greater than ten years. Common Shares that are expired, terminated, surrendered or cancelled under the 2023 Plan without having been fully exercised will be available for future awards. The Plan authorizes the award of incentive stock options, or ISOs, non-qualified stock options, or NQSOs, Stock Units, Stock Appreciation Rights, or SARs, and other share-based awards including performance awards and share bonus awards. The Plan contains the evergreen provision (the "Evergreen Provision") pursuant to which on the first business day of each calendar year, the aggregate number of Common Shares that could be issued or transferred thereunder (the "Plan Share Reserve") and the number of Common Shares available for options intended to qualify as incentive stock options (the "ISO Sublimit") each increase by such number of Common Shares as equals 5% of the aggregate number of Common Shares outstanding on the final day of the immediately preceding calendar year (or such smaller number of shares as is determined by the compensation committee), and the ISO Sublimit by the lesser of 2,500,000 Common Shares and the increase in the Plan Share Reserve (or such smaller number of shares may be determined by the compensation committee of the Company’s board of directors). On January 1, 2026, the Committee allowed the full 5% increase for 2026 under the Evergreen Provision.

As of April 30, 2026, inclusive of (i) the Common Shares subject to the outstanding grants under the prior plans, and (ii) 3,349,283 Common Shares added effective January 1, 2026 under the Evergreen Provision, there were 11,882,624 of Common Shares reserved for issuance under the Plan and there are 2,916,016 shares remaining for issuance.

On June 10, 2025, at its 2025 Annual General Meeting of shareholders, the shareholders of enGene Therapeutics Inc. approved the adoption of the 2025 Employee Stock Purchase Plan (the "ESPP”), pursuant to which 2,000,000 common shares of the Company, no par value, will be reserved for issuance. The price of common stock purchased under the ESPP is equal to 85% of the lower of the fair market value of the common stock on the first trading day of the offering period or the relevant purchase date and is subject to change by a Plan Administrator prior to each purchase period. As of April 30, 2026, there were no shares issued and 2,000,000 shares remained available for issuance.

The Company may grant an inducement equity award consisting of a non-qualified stock option to purchase Common Shares to newly hired employees as an inducement material to such employees entering into employment with the Company in accordance with NASDAQ Listing Rule 5635(c)(4), which awards are granted outside of the 2023 Plan. No inducement awards have been granted during the three and six months ended April 30, 2026. As of April 30, 2026, 3,352,550 non-qualified stock options have been granted as inducement equity awards, of which 855,794 have vested, 37,200 have been forfeited and none have expired. All options remain outstanding.

As of April 30, 2026, and October 31, 2025, the Company has reserved the following Common Shares for the exercise of Common Share warrants, share options, restricted share units, and remaining shares reserved for future issuance under the 2023 Plan and options granted outside of the 2023 Plan as part of the inducement grants:


	April 30,		October 31,
	2026		2025
Warrants to purchase common shares		8,552,818		8,511,968
Incentive options to purchase common shares awarded pursuant to the 2023 Plan		8,700,583		5,717,948
Inducement grant stock options awarded outside of the 2023 Plan		3,315,350		3,315,350
Restricted share units awarded pursuant to the 2023 Plan		266,025		—
Pre-funded warrants to purchase common shares		2,735,295		—
Remaining shares reserved for future issuance under the 2023 Plan		2,916,016		2,933,304
Remaining shares reserved for future issuance under ESSP		2,000,000		2,000,000
Total		28,486,087		22,478,570

The assumptions that the Company used to determine the grant-date fair value of stock options during the three and six months ended April 30, 2026 and 2025 are summarized below:


	Three months ended April 30,					Six months ended April 30,
	2026			2025		2026				2025
Expected term (in years)		—		6.08			6.03-6.08			6.02-6.08
Expected volatility		—		82.39%			82.39-82.48%			81.24-82.39%
Risk-free interest rate		—		4.01%			3.9-3.91%			4.01-4.49%
Expected dividend yield		—			—			—			—
Fair value of common shares and exercise price of options (USD)	$	—	$	4.44		$	9.53		$	4.44-7.39

The following table summarizes the Company’s stock option activity:


	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding as of October 31, 2025		9,033,298		$	6.93		8.5	$	10,979
Granted		3,161,490			9.53
Exercised		(117,868	)		2.38
Forfeited or expired		(60,987	)		8.14
Outstanding as of April 30, 2026		12,015,933		$	7.63		8.5	$	10,865
Options vested and exercisable as of April 30, 2026		3,929,761		$	6.77		7.1	$	6,561
Options unvested as of April 30, 2026		8,086,172		$	8.04		9.1	$	4,304

The aggregate intrinsic value of share options is calculated as the difference between the exercise price of the share options and the fair value of the Company’s common share as of each reporting date.

There were no options granted during the three months ended April 30, 2026. The weighted-average grant-date fair value per share of share options granted during the three months ended April 30, 2025 was $3.23. The weighted-average grant-date fair value per share of share options granted during the six months ended April 30, 2026 and 2025, was $9.53 and $5.23, respectively.

Restricted share units are granted under the 2023 Plan and are expensed based on the fair value of the award, which equals the share price on the grant date, on a straight-line basis over the four-year service period of the award. The following table summarizes the restricted share unit activity under the 2023 Plan:


	Number of Shares			Weighted- Average Grate Date Fair Value
Outstanding as of October 31, 2025		—		$	—
Granted		272,925			9.53
Vested		—			—
Forfeited or expired		(6,900	)		9.53
Outstanding as of April 30, 2026		266,025		$	9.53

Share-based compensation expense included in the Company’s consolidated statements of operations and comprehensive loss was as follows:


	Three Months Ended April 30,				Six Months Ended April 30,
	2026		2025		2026		2025
Research and development	$	1,627	$	888	$	2,631	$	1,513
General and administrative		2,518		1,762		4,317		2,946
Total share-based compensation expense	$	4,145	$	2,650	$	6,948	$	4,459

As of April 30, 2026, there was $45.2 million of unrecognized compensation, which is expected to be recognized over a weighted-average period of 3.1 years.