📜 What This Document Is 🗓️

This document is a Definitive Proxy Statement (DEF 14A). Think of it as an annual report card for shareholders, telling you everything the company needs you to know before you vote at the upcoming Annual Meeting. It isn't a financial report itself, but rather a guide to the governance decisions that will shape the company's future.

The meeting is scheduled for May 27, 2026, and it is being held virtually. The proxy materials guide you through five specific proposals that stockholders will vote on, plus necessary background information on the board and corporate procedures.

👉 The most important takeaway is that while you are reviewing corporate housekeeping items, the proposals involve significant changes to how the company pays and retains its talent (via options and share reserves).

🏥 What Coherus Oncology Does 💡

Coherus Oncology, Inc. is a biopharmaceutical company that develops therapies for cancer. While the proxy statement does not give a deep dive into its current products, it does signal a major shift in the company's focus.

The company is undergoing a "scale transformation from a biosimilar company to an innovative oncology company." This transition is a major strategic announcement, meaning the company is actively shifting its focus to developing and specializing in advanced, novel cancer treatments.

👉 This strategic pivot is key: it tells investors that the company is retooling itself to compete in the highest-growth, most demanding area of medicine—personalized cancer care.

🏛️ Board and Corporate Governance 🧍

This section covers the corporate structure and the people running the show. Proxy statements are essential for understanding who has the power to make decisions.

• Current Board Size and Changes: The Board of Directors is reducing its size from nine members to eight members.
• Class III Directors: The Board is nominating two Class III directors, Dennis M. Lanfear and Mats L. Wahlström, for re-election. If elected at the 2026 Annual Meeting, they will serve three-year terms that expire at the 2029 annual meeting.
• Board Expertise: The directors have extensive backgrounds in the life sciences and healthcare sectors, including leadership roles at major companies like Merck & Co., Inc., UnitedHealth Group, Amgen Inc., and major private equity firms like KKR.

👉 A reduction in the board size, combined with a change in class structure, suggests a streamlining of governance as the company matures and focuses its strategy.

📊 Proposal 1: Election of Directors 🗳️

This proposal asks stockholders to approve the election of two Class III directors. The Board recommends voting “FOR” both nominees, Dennis M. Lanfear and Mats L. Wahlström.

• The Vote: Stockholders vote by electing two directors to serve a three-year term.
• Why It Matters: Electing the right directors is crucial because they oversee the company's management, financial reporting, and overall strategy. The fact that the board is making changes to its size and composition highlights a proactive effort to align governance with the new "innovative oncology" strategy.

💰 Proposal 2: Ratifying the Independent Accounting Firm 📝

The Audit Committee recommends that stockholders ratify the selection of Ernst & Young LLP (EY) as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

• Audit Committee Oversight: The Audit Committee (including Rita A. Karachun, Georgia Erbez, Ali J. Satvat, and Mats L. Wahlström) reviewed the financial statements for the year ended December 31, 2025, and confirmed that EY is independent from the company and its management.
• Accounting Fees: The total fees paid to EY for professional services (Audit and Audit-Related Fees) totaled $4,323,027 for the year ended December 31, 2024, down from $3,483,500 for 2025.
• Voting Requirement: For the proposal to pass, a majority of the shares cast (excluding abstentions and broker non-votes) are required.

👉 This vote is a routine check to ensure that the company’s books are being audited by a reputable, independent firm, providing necessary transparency to shareholders.

💵 Proposal 3: Non-Binding Vote on Executive Compensation 💸

This is the commonly known "Say-on-Pay" vote. Stockholders are given a non-binding, advisory vote to approve the compensation of the Company’s named executive officers.

• Board Recommendation: The Board of Directors recommends a vote “FOR” the resolution.
• Why It Matters: Even though the vote is non-binding (meaning the company can continue paying salaries regardless of the outcome), the company stresses that it "value[s] thoughtful input from stockholders" and will consider the outcome when planning future executive compensation. A positive vote signals shareholder support for the current pay structure.

🚀 Proposal 4: Reducing Stock Option Exercise Prices (Repricing) 📉

This is the most complex proposal, requesting approval for a "one-time reduction in the exercise price" for certain outstanding stock options. This is known as a Repricing.

• The Problem (Why Repricing is Needed): Many existing options were granted in the past when the stock price was much higher. Now, the stock price is low compared to the original option price, making the options "underwater" or "out-of-the-money." These underwater options are seen by employees as having little incentive, risking the company’s ability to retain critical talent during its transformation to an innovative oncology company.
• The Proposed Fix: If approved, the exercise price of the Eligible Options will automatically be reduced to the closing trading price per share of $1.69 on the date of the Annual Meeting (May 27, 2026).
• The Mechanics: All Eligible Options will also have their term extended for 10 years from May 27, 2026.
• The Safety Net: To protect the company, if an employee leaves or exercises the option before May 27, 2027, the exercise price will automatically increase back to the original price.

👉 This proposal is a direct attempt by the Board to re-align incentives, ensuring that employees are motivated to help the company reach its future goals, despite current low stock prices.

📈 Proposal 5: Increasing Reserved Shares for Issuance 🛡️

This proposal seeks to approve an amendment to the 2014 Equity Incentive Award Plan, which requests an increase of 7,700,000 common shares reserved for future issuance.

• The Justification: The Board argues that maintaining a sufficient pool of stock shares is "essential... to attract and retain talent" in the highly competitive biotech industry.
• Equity Burn Rate: The Board provided historical data showing the equity burn rate (shares granted annually) at 5.8% (2023), 10.7% (2024), and 5.2% (2025). They calculate the average burn rate over the last three years to be 7.2% of common shares outstanding.
• Future Runway: Management believes the additional 7.7 million shares will provide enough equity for approximately two years, based on historical grant rates.
• Board Recommendation: The Board unanimously recommends approval of the increase.

👉 This proposal is purely a corporate resource request. The company needs to make sure it has enough stock shares available to run its incentive programs, which are vital for its growth plan.

📑 The Compensation and Legal Details 💼

The proxy statement spends considerable time detailing the rules and accounting for the proposals, especially the Repricing.

• Tax Implications: The document notes that for tax purposes, repricing an Incentive Stock Option (ISO) is treated as a new option grant. The company will be entitled to a tax deduction for the ordinary income realized by employees through the Repricing.
• Accounting Treatment: Any increase in the compensation cost due to the Repricing will be accounted for under FASB ASC Topic 718.
• Who Can Vote: The Record Date for voting is April 16, 2026. Only stockholders of record at the close of business on that date have voting rights.
• Quorum Requirement: To hold a valid meeting, a quorum must be present, meaning holders of at least 77,108,805 shares must vote or be represented by proxy.

🗓️ How to Vote and Key Dates 📬

Voting is done by proxy through attending the virtual meeting or submitting materials.

• Meeting Details:
  • Date: May 27, 2026
  • Time: 1:30 p.m. PDT
  • Location: Virtual via www.virtualshareholdermeeting.com/CHRS2026
  • Required Input: A 16-digit control number from the enclosed proxy card.
• Voting Deadlines: To be considered for inclusion in the 2027 proxy materials, any stockholder proposal must be submitted in writing by December 21, 2026.
• Viewing Results: Final voting results will be disclosed in a Current Report on Form 8-K filed with the SEC within four business days after the 2026 Annual Meeting.

🧠 The Analogy

Think of the company's compensation and stock options like a team's prize money. When the company was doing well and the stock price was high, the options were worth a lot, like winning the championship. But when the company hit a rough patch (low stock price), the value of those old options dropped so low they were almost worthless, like a forgotten ticket stub. This proxy asks to "reprice" the tickets—it's not about giving away money, but resetting the value of the ticket to match the current cost of living (the stock price). The company argues this reset is necessary to keep its best players (employees) motivated to fight to win the championship again.

🧩 Final Takeaway

Coherus is formally signaling its massive transition into an innovative oncology player by seeking shareholder approval for several critical resource management decisions, particularly the Repricing of stock options and the increase in the share reserve, both of which are designed to motivate employees during a key strategic pivot.