Anika Therapeutics : 2026 Proxy Statement

Published: 2026-04-30 15:50:15 ET ANIK

Published on 04/30/2026 at 03:50 pm EDT

Steve Griffin

April 28, 2026

Dear Fellow Anika Stockholder,

2025 was an important year for Anika-one in which we strengthened our foundation, advanced our innovation pipeline, and delivered solid performance across our core businesses. Throughout the year, we maintained a disciplined focus on execution, improved operational performance, and continued positioning Anika for sustainable long-term growth.

Following the portfolio actions completed at the end of 2024 and early 2025, we operated as a more focused organization centered on our hyaluronic-acid (HA)-based OA Pain Management and Regenerative Solutions businesses. This focus enabled us to direct capital, talent, and commercial resources toward the programs with the greatest return potential and the strongest alignment with our core scientific and clinical capabilities.

Our Commercial Channel, which includes both our international OA Pain Management portfolio and our Regenerative Solutions business, remained the primary engine of growth in 2025. Our OA Pain Management franchise delivered strong performance, supported by continued global demand for Monovisc and Orthovisc, as well as sustained commercial momentum for Cingal internationally. Commercial Channel revenue grew 15% year over year, and in the fourth quarter alone increased 22%, driven by strong international OA Pain Management performance and accelerating adoption of the Integrity Implant System.

Within Regenerative Solutions, surgeon adoption of the Integrity Implant System expanded significantly, with utilization and revenue more than doubling in 2025. Integrity continues to demonstrate strong clinical appeal and has rapidly become one of our most important commercial growth drivers. Hyalofast, our single-stage HA cartilage repair scaffold, also advanced meaningfully with both strong growth outside the U.S. and the completion of key regulatory milestones in the U.S. Based on the strength of the overall clinical results and supporting international data, we filed the final PMA module for Hyalofast in 2025 and, in early 2026, received FDA feedback and are preparing responses as we continue progressing toward a future U.S. launch.

Complementing the growth of our Commercial Channel, our OEM Channel-driven primarily by U.S. OA Pain Management through our long-standing partnership with J&J MedTech-remained a highly cash-generative component of our business.

While OEM revenue declined due to anticipated U.S. pricing dynamics for Monovisc and Orthovisc, the strong cash contribution of this channel continues to play an important role in funding our HA-based innovation pipeline and supporting our long-term strategy to diversify a greater share of revenue toward the higher-growth Commercial Channel.

Looking ahead, our strategy is anchored in three core priorities that will guide Anika's next phase of shareholder value creation. We are focused on accelerating growth through our Commercial Channel by building on strong international OA Pain Management momentum and scaling Integrity utilization in the U.S. We remain committed to advancing a robust

HA-based product pipeline, including Hyalofast and Cingal, which represent significant opportunities in cartilage repair and next-generation OA pain management. Finally, we are strengthening operational discipline with improved productivity, rigorous cost control, and a continued emphasis on aligning resources with our highest-return programs.

We believe the significant progress made in 2025 reflects the strength of our focused strategy and positions Anika to deliver long-term value for our stockholders.

On behalf of the Board and management team, we thank you for your continued support. Sincerely,

Steve Griffin

President and Chief Executive Officer

April 28, 2026

Dear Fellow Stockholder:

It is my pleasure to invite you to attend the Annual Meeting of Stockholders of Anika Therapeutics, Inc. (''Anika'' or ''Company'') to be held on June 18, 2026, at 8:30 a.m., Eastern time (''Annual Meeting''). This year's Annual Meeting will be a ''virtual meeting'' conducted via live audio webcast, consistent with our recent practice. Each holder of common stock as of 5:00 p.m., Eastern time, on the record date of April 21, 2026, will be able to participate in the Annual Meeting by accessing a live webcast at https://www.virtualshareholdermeeting.com/ANIK2026 and entering the control number included on the holder's Notice of Internet Availability of Proxy Materials or proxy card. Stockholders will also be able to vote their shares and submit questions via the internet during the meeting by participating in the webcast.

During the Annual Meeting stockholders will be asked (1) to elect three Class III Directors, (2) to ratify the appointment of Deloitte & Touche LLP as our independent auditor for 2026, (3) to approve, by an advisory vote, our 2025 executive compensation as disclosed in the Proxy Statement for the Annual Meeting (a ''say-on-pay'' vote), (4) to approve an amendment to our 2017 Omnibus Incentive Plan, and (5) to approve an amendment to our 2021 Employee Stock Purchase Plan. Each of these matters is important, and we urge you to vote in favor of the election of each of the Company's director nominees, the ratification of the appointment of our independent auditor, the approval, on an advisory basis, of our 2025 executive compensation, and the amendments of our 2017 Omnibus Incentive Plan and our 2021 Employee Stock Purchase Plan.

We are furnishing materials to our stockholders over the internet. This process expedites the delivery of proxy materials to our stockholders, lowers our costs, and reduces the environmental impact of the Annual Meeting. Today, we are sending to each of our stockholders of record as of April 21, 2026, a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement for the Annual Meeting and our 2025 Annual Report to Stockholders, containing financial statements for the fiscal year ended December 31, 2025, as well as instructions on how to vote via proxy either by telephone, over the internet or by mail.

The Board of Directors invites you to participate in the Annual Meeting where Anika will address appropriate general questions about the business as time allows. Thank you for your support, and we look forward to joining you at the Annual Meeting.

Sincerely,

Cheryl R. Blanchard, Ph.D.

Executive Chair of the Board

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The Board of Directors of Anika Therapeutics, Inc. (''Anika''), a Delaware corporation, is soliciting proxies for use at Anika's 2026 Annual Meeting of Stockholders being held on June 18, 2026, at 8:30 a.m., Eastern time (''Annual Meeting''). You are receiving the enclosed Proxy Statement because you were a holder of Anika's common stock as of 5:00 p.m., Eastern time, on the record date of April 21, 2026, and therefore are entitled to vote at the Annual Meeting. You may participate in the Annual Meeting, including casting votes and asking questions, by accessing a live webcast at virtualshareholdermeeting.com/ANIK2026. Online check-in to the Annual Meeting will begin at 8:15 a.m., Eastern time, and stockholders are encouraged to allow ample time to log in to the meeting webcast and test their computer and audio system. There will be no physical location for the Annual Meeting.

At the Annual Meeting the following matters will be considered:

Election of three Class III Directors;

Ratification of appointment of Deloitte & Touche LLP as Anika's independent auditor for 2026;

Advisory ''say-on-pay'' vote on executive compensation;

Amendment of the Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan; and

Amendment of the Anika Therapeutics, Inc. 2021 Employee Stock Purchase Plan.

Each share of common stock is entitled to one vote for each director position and other proposal. In accordance with the rules of the Securities and Exchange Commission (''SEC''), we are providing stockholders with access to proxy materials on the internet, instead of mailing printed copies. We are mailing to stockholders of record as of April 21, 2026, commencing on or about April 28, 2026, a Notice of Internet Availability of Proxy Materials to provide:

Directions for accessing and reviewing the proxy materials on the internet and submitting a proxy over the internet or by telephone;

Instructions for requesting copies of proxy materials in printed form or by email at no charge; and

A control number for use in submitting proxies and accessing the Annual Meeting webcast.

Some stockholders will receive copies of the Proxy Statement, a proxy card and the 2025 Annual Report to Stockholders by mail or e-mail. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, you may request those materials by following the instructions included in the Notice of Internet Availability of Proxy Materials.

Anika will maintain a list of stockholders of record as of the record date at Anika's corporate headquarters, 32 Wiggins Avenue, Bedford, Massachusetts, for a period beginning ten days prior to the Annual Meeting and ending at the close of the Annual Meeting. A list of stockholders of record as of the record date will be made available to stockholders during the Annual Meeting at https://www.virtualshareholdermeeting.com/ANIK2026.

By Order of the Board of Directors,

David B. Colleran

Executive Vice President, General Counsel and Secretary

Bedford, Massachusetts April 28, 2026

Important Notice Regarding Availability of Proxy Materials for Annual Meeting on June 18, 2026:

The Notice of Annual Meeting of Stockholders, Proxy Statement and 2025 Annual Report to Stockholders are available at https://www.proxyvote.com.

32 Wiggins Avenue

Bedford, Massachusetts 01730

Anika Therapeutics, Inc., a Delaware corporation, is furnishing this Proxy Statement and the related proxy materials in connection with the solicitation by its Board of Directors of proxies to be voted at its 2026 Annual Meeting of Stockholders and any postponements or adjournments thereof. Anika Therapeutics, Inc. is providing these materials to the holders of record of its common stock as of the close of business on April 21, 2026, and is first making available or mailing the materials on or about April 28, 2026.

Date: June 18, 2026

Time: 8:30 a.m., Eastern time

Meeting Webcast Address: https://www.virtualshareholdermeeting.com/ANIK2026

Please see the detailed information that follows.

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Table of Contents

2026 Proxy Summary 1

Proposal 1: Election of Directors 12

Information Regarding Directors 13

Governance 26

Corporate Governance and Board Matters 26

The Board's Leadership Structure 27

The Board's Role in Risk Oversight 27

The Board's Role in Corporate Social Responsibility Oversight 28

Board Committees 28

Board Membership Qualifications and Procedures 31

Communications with Directors 32

Our Code of Business Conduct and Ethics 32

Our Commitment to Compliance 33

Our Commitment to Corporate Social Responsibility 34

Director Overboarding Guidelines 39

Insider Trading Policies and Procedures 39

Prohibition on Employee, Officer, and Director Hedging and Pledging 40

Majority Voting in Uncontested Director Elections Policy 40

Transactions with Related Persons and Conflict of Interest Policy 40

Beneficial Ownership of Common Stock 41

Executive Officers 43

Compensation Discussion and Analysis 44

Executive Leadership Changes 44

Our Company 44

Executive Summary 45

Compensation Philosophy - Pay for Performance 48

Key Compensation Policies and Practices 50

2025 Compensation Decisions 53

Other Compensation Matters 57

Compensation Committee Report 63

Executive and Director Compensation 64

Summary Compensation Table 64

Grants of Plan-Based Awards in 2025 65

Outstanding Equity Awards at December 31, 2025 66

2025 Option Exercises and Stock Vested 68

Potential Payments Upon Termination or Change in Control 68

Pay Versus Performance Disclosure 70

CEO Pay Ratio 75

Director Compensation 76

Director and Executive Officer Stock Retention Guidelines 77

Compensation Committee Interlocks and Insider Participation 78

Equity Compensation Plan Information 79

Audit Committee Report 80

Proposal 2: Ratification of Appointment of Independent Auditor for 2026 82

Proposal 3: Advisory Vote on Executive Compensation 85

Proposal 4: Amendment of 2017 Omnibus Incentive Plan, including an increase in the number of

authorized shares under the 2017 Plan

Overview

Shares Subject to the Plan

Historic Equity Usage

Key Features of the Seventh Amended Plan

Summary of the Seventh Amended Plan

Types of Awards

New Plan Benefits

101

Federal Income Tax Information

Proposal 5: Amendment of 2021 Employee Stock Purchase Plan, including an increase in the number of

authorized shares under the 2021 Plan

Overview

New Plan Benefits

101

Plan Benefits

102

Summary of Federal Income Tax Consequences

102

Participation in the Virtual Annual Meeting

104

Questions and Answers about the Annual Meeting

105

Other Matters

110

Solicitation Expenses

111

Stockholder Proposals; Director Nominations; Universal Proxy Rules

112

Cautionary Note Regarding Forward Looking Statements

113

Householding

114

Appendix A - 2017 Omnibus Incentive Plan

A-1

Appendix B - 2021 Employee Stock Purchase Plan

B-1

References in this Proxy Statement to ''Anika,'' ''Company,'' ''we,'' ''us,'' ''our,'' ''our company'' and similar

references refer to Anika Therapeutics, Inc. and its subsidiaries, unless the context requires otherwise.

Various trademarks of Anika Therapeutics, Inc. and its subsidiaries appear in this Proxy Statement. For convenience, these trademarks appear without ® and ™ symbols, but that practice does not mean that we will not assert, to the fullest extent under applicable law, our rights to the trademarks. This document may also contain trademarks and trade names that are the property of other companies, including certain trademarks licensed to us. The use of third-party trademarks does not constitute an endorsement or imply a relationship or other affiliation.

This Proxy Statement includes certain references to documents available on our website at https://ir.anika.com/governance-documents. The information contained on the website is not incorporated by reference in, or considered to be a part of, this Proxy Statement.

2026 Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Time and Date 8:30 a.m., Eastern time, on June 18, 2026

Meeting Webcast Address

https://www.virtualshareholdermeeting.com/ANIK2026

To join, a stockholder will need the control number located on the

stockholder's Notice of Internet Availability of Proxy Materials or proxy card

Record Date 5:00 p.m., Eastern time, on April 21, 2026

Voting

Stockholders will be entitled to one vote at the Annual Meeting for each

outstanding share of common stock they hold of record as of the record date

Outstanding Common Stock 13,305,624 shares as of April 21, 2026

Proposal

Board

Recommendation

1 Election of three Class III Directors FOR each Company nominee

2 Ratification of independent auditor for 2026 FOR

3 Advisory ''say-on-pay'' vote FOR

4 Amendment of 2017 Omnibus Incentive Plan FOR

Cast your ballot, sign your proxy

card and send by free post

Mark, sign and date your proxy card and return it in the

postage-paid envelope included in your proxy materials. Your proxy card must arrive by June 17, 2026.

Use a touch-tone telephone to

transmit your voting instructions at any time up to 11:59 p.m. ET, on June 17, 2026. Dial the

toll-free number listed on your enclosed proxy card and follow the instructions to vote.

Use the internet to transmit your

voting instructions at any time up to 11:59 p.m. ET, on June 17, 2026. Visit the website listed on your enclosed proxy card and follow the instructions to vote.

5 Amendment of 2021 Employee Stock Purchase Plan FOR How to Vote Prior to the Annual Meeting

Founded in 1992, Anika Therapeutics, Inc. (''Anika'' or ''Company'') is the global leader in the design, development, manufacturing, and commercialization of hyaluronic acid (''HA'') innovations. In partnership with clinicians, our sole focus is dedicated to delivering and advancing osteoarthritis (''OA'') pain management and orthopedic regenerative solutions. At our core is a passion to deliver a differentiated portfolio that improves patient outcomes around the world.

Driven by strong partnerships with clinicians, Anika is dedicated to pioneering HA-based innovations that redefine orthopedic care. Our mission is to restore active living, empower surgeon choice, and enhance patient outcomes worldwide. Together, we restore active living and redefine what's possible with hyaluronic acid.

The Board of Directors and our senior management team believe that our Company has a broad responsibility to the people we employ, serve and support, and the environment and the communities where we live and work.

Based on this belief, our Company established and is committed to four core values:

Our Fiscal Year 2025 Business Performance

Our 2025 key accomplishments included:

Generated total revenue of $112.8 million for the year, reflecting continued demand for our OA Pain Management portfolio and Commercial Channel growth

Delivered $11.2 million of operating cash flow and $4.4 million of free cash flow, demonstrating improved operational discipline and working capital management

Drove continued commercial momentum in our OA Pain Management franchise, supported by global performance of Monovisc, Orthovisc, and Cingal

Expanded adoption of the Integrity Implant System, strengthening our position in regenerative solutions and soft tissue repair

Maintained a focused cost structure aligned with our streamlined operating model following the divestitures of the Arthrosurface and Parcus Medical businesses

Continued engagement with the FDA regarding the process to obtain regulatory approval of Hyalofast and Cingal in the United States while maintaining disciplined pipeline prioritization

For other business and financial highlights, please see our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Proposal 1: Election of Three Class III Directors

Gary P. Fischetti, John B. Henneman, III, and Stephen D. Griffin serve as Class III Directors, with terms of office expiring at this year's Annual Meeting. Mr. Fischetti, Mr. Henneman, and Mr. Griffin are the Board of Director's nominees for election to the Board of Directors (''Board'') at the Annual Meeting. Each Class III Director will be elected to hold office until the 2029 Annual Meeting and until their successors are duly elected and qualified.

Director Nominees

Occupation

Experience / Qualifications

Independent

Board Roles

Gary P. Fischetti

Former Senior Executive,

Executive Leadership

Yes

Member of

Age: 65

including Company Group

Industry Experience

Compensation

Director Since: 2023

Chairman, at Johnson &

Commercialization/ Marketing

Committee

Johnson

International/Global Business

Experience

John B. Henneman, III

Former Senior Executive,

Executive Leadership

Yes

Lead Independent

Age: 64

including Chief Financial

Industry Experience

Director

Director Since: 2020

Officer, at Integra

Financing/Accounting

LifeSciences Holdings

Expertise

Member of

Corp. and Former

Mergers and Acquisitions

Governance and

Executive Vice President

Nominating

and Chief Financial Officer

Committee

at NewLink Genetics

Corporation

Stephen D. Griffin

President and Chief

Executive Leadership

None

Age: 40

Executive Officer of Anika

Financial Oversight/

Director Since: 2026

Therapeutics, Inc.

Accounting Expertise

M&A/Business Development

Expertise

Manufacturing Expertise

Board Recommendation: The Board of Directors recommends a vote ''FOR'' the election of each of Mr. Fischetti, Mr. Henneman, and Mr. Griffin.

Vote Required for Approval: Affirmative vote of a majority in voting power of the shares of common stock that are voting in the election of directors, meaning that, to be elected, the shares voted ''FOR'' a nominee must exceed the number of shares voted ''AGAINST'' that nominee.

Under our Majority Voting in Uncontested Director Elections Policy, if a director receives a greater number of votes ''AGAINST'' than ''FOR'' election, the director must promptly offer to resign, which resignation will be considered by the Governance and Nominating Committee. Please see the section captioned ''Majority Voting in Uncontested Director Elections Policy'' for more details on this policy and its impact on the election of director nominees.

Abstentions and broker non-votes will have no effect on the outcome of this proposal because they are not counted as ''votes cast.''

Board Representation

7 of our 9 continuing directors and director nominees qualify as independent under Nasdaq standards and SEC regulations.

# OF DIRECTORS

The tenure of our continuing directors and director nominees reflects a balance between experience and fresh perspectives.

77.8%

INDEPENDENCE

0-5

6-10

YEARS OF SERVICE

10+

Director Skills and Experience

Our directors, individually and as a group, possess a wide range of skills and experiences that are highly relevant as we transform our Company, expand our business into new treatment areas, and develop, manufacture, and launch new products. Our directors are strategic thinkers with high expectations for our performance and are attuned to the demands of proper Board oversight and good governance practices. The Board of Directors is committed to maintaining a diverse and inclusive membership with varying experience, characteristics, and expertise that complement our business strategy. On an annual basis, the Board of Directors reviews the cumulative skill set of our Board members to ensure we have the skills and experience we believe are required for Board oversight and governance of the Company and we undergo periodic Board refreshment accordingly, as demonstrated in the ''Tenure'' graphic above in which 5 of our 9 continuing directors have a tenure of 5 years or less. The matrix below provides a summary of certain key skills and experiences of our continuing directors and director nominees.

Board of Directors Skills Matrix

CEO/CFO Experience

Medical Devices/Pharmaceutical

Manufacturing

R&D/Innovation

Regulatory

Financial Oversight/Accounting

Human Capital Management

Commercialization/Marketing

Public Company Governance/ Corporate Responsibility

M&A/Business Development

International/Global Business

Other Public Company Experience

* Mr. Jellison and Dr. Larsen have tendered their respective resignations from the Board effective as of the Annual Meeting.

Additional Board Governance Practices

Elections:

Voting Standard Resignation Policy

Mandatory Retirement Age or Tenure

Majority(1)

Yes No

Executive Chair

Separate Chair of the Board and Chief Executive Officer

Yes

and Lead

Independent Chair of the Board

Independent

Lead Independent Director

Yes

Director:

Robust Responsibilities and Duties Assigned to Lead Independent Director

Yes

Meetings:

Number of Board Meetings Held in 2025

Each of the directors attended at least 75% of the Board meetings in 2025

during the director's term

Independent Directors Meet without Management Present

Yes

Number of Standing Committee Meetings Held in 2025

Each of the Members Attended at least 75% of the Committee Meetings in 2025

Yes

Director Status:

All Directors in Compliance with our Overboarding Guidelines Material Related-Party Transactions with Directors

Yes None

Standing Board Committee Membership Independence

100%

Board Oversight of Company Strategy and Risk

Yes

All Directors in Compliance with Hedging and Pledging Prohibitions

Yes

All Directors in Compliance with Stock Ownership Guidelines

Yes

Stockholder Rights:

Dual Class Common Stock Poison Pill

No No

Cumulative Voting

(1) Plurality carve out for contested elections

Proposal 2: Ratification of Independent Auditor for 2026

The Audit Committee has approved the retention of Deloitte & Touche LLP as our independent auditor with respect to our consolidated financial statements as of, and for the year ending, December 31, 2026.

Board Recommendation: The Board of Directors recommends a vote ''FOR'' the ratification of Deloitte & Touche LLP as our independent auditor for 2026.

Vote Required for Approval: Affirmative vote of the holders of a majority in voting power of the shares of common stock that are voting on the matter. Abstentions will not count as votes cast and will have no effect on the vote.

Proposal 3: Advisory ''Say-on-Pay'' Vote

The overall objective of our executive compensation policy is to attract and retain highly qualified executive officers and to incentivize them to provide superior performance for the benefit of our Company and stockholders.

2025 Executive Total Compensation Mix

The charts below show the annual total direct compensation (actual base salary, grant date fair value of equity incentive compensation granted in 2025, and actual cash bonuses received for the 2025 fiscal year) for our current and former Chief Executive Officer and our other current named executive officers (''NEOs'') for 2025. Approximately 85% of our former CEO's and approximately 67% of our other NEOs' actual 2025 compensation* was variable and at risk, tied to our stock price performance and achievement of rigorous performance objectives that are important to the creation of long-term stockholder value.

24%

RSUs

48%

PSUs

43%

PSUs

12%

RSUs

13%

Cash Bonuses

33%

Base Salary

15%

Base Salary

12%

Cash Bonuses

* Anne Nunes separated from service with the Company on May 1, 2025, and her compensation data is excluded.

Compensation Element Description Objectives

Base salary Fixed cash compensation Paid to our executive officers in

recognition of the talents and the unique skills each possesses, and which are required to drive our Company toward achievement of its goals and objectives

Discretionary annual cash bonuses

Long-term equity incentive awards

Annual cash award based on the performance of our Company and the individual

Overall cash bonus capped at 150% of the target payout

Grants of equity awards, including restricted stock unit awards and stock options, under our equity plan

Includes performance-based and time-vesting equity awards

Reward the achievement of specific financial results, organizational development, business and technical development, individual goals and contributions to building long-term stockholder value

Align interests of our executive officers with those of our stockholders in terms of long-term value generation

Provide executive officers with opportunity to be compensated based on meaningful and continued stock price appreciation over time

Encourage employee retention through long-term value creation

Additional detailed information regarding our compensation philosophy and process and the compensation awarded to our NEOs in 2025 is included in the Compensation Discussion and Analysis beginning on page 44, the Executive and Director Compensation Tables beginning on page 76, and other related disclosures throughout this Proxy Statement.

Board Recommendation: The Board of Directors recommends a vote ''FOR'' the approval of NEO compensation for the 2025 fiscal year as set forth in this Proxy Statement.

Vote Required for Approval: Affirmative vote of the holders of a majority in voting power of the shares of common stock that are voting on the matter. Abstentions and broker non-votes will not be treated as votes cast and will have no impact on the proposal. This vote is not binding on us but will be given due consideration by the Compensation Committee and the Board.

Proposal 4: Amendment of 2017 Omnibus Incentive Plan, including an increase to the number of authorized shares under the 2017 Plan

The Board of Directors has approved the amendment, subject to stockholder approval, of our 2017 Omnibus Incentive Plan, as amended (''2017 Plan''), to increase the number of shares of common stock reserved by 475,000 from 5,760,000 to 6,235,000. As of April 21, 2026, a total of 794,928 shares of common stock remained available for grant under the 2017 Plan. Please see the complete amendment attached hereto as Appendix A. No other provisions of the 2017 Plan are proposed to be amended.

In order to execute on the Company's strategy to be a global leader in the OA pain management and regenerative solutions spaces, and to leverage its proprietary HA technology to develop and bring to market innovative and highly differentiated products, it is crucial that we are able to remain competitive in our compensation offerings. Our ability to grant equity awards that can be settled in shares to key employees is a fundamental part of our compensation program and integral to the growth and continued success of the Company.

We intend to use the additional shares to grant equity awards to attract and incent newly hired employees and/or to compensate existing employees and directors. Without the ability to grant share-based equity at a competitive level, our alternatives would be limited and would include the need to increase the cash compensation of our employees to attract, motivate and retain the people with the skills and experiences that we need to execute our long-term strategy. We believe share-based equity compensation is an important feature of our compensation program because it aligns the interests of our employees with those of our stockholders.

The following table recaps key provisions of the 2017 Plan, after giving effect to the proposed amendment.

Key Provision Summary Description

New share request The 475,000 shares of common stock requested represents 3.3% of the fully

diluted common stock outstanding as of April 21, 2026, and would increase the total shares of common stock available for grant under the 2017 Plan from 794,928 to 1,269,928.

Shares reserved

Up to 1,269,928 shares of common stock, representing 8.8% of the fully

diluted common stock outstanding as of April 21, 2026, would be available for grant, subject to adjustment by the 2017 Plan administrator as set forth in the 2017 Plan.

Multiple award types Various types of awards may be granted as compensation tools to attract new

employees and motivate our workforce, including incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock units, restricted stock awards, and other types of share and cash-based awards.

Minimum vesting requirements

Awards must have a vesting period of at least 1 year, except that:

Up to 5% of the share pool can be granted without such minimum vesting period; and

Awards may be accelerated due to a participant's retirement, death, disability or a change in control of Anika, if such term was included in the award agreement.

Maximum award terms Awards may have terms of up to 10 years.

Board of Director limits

The 2017 Plan specifies the following annual limits on the value of awards

that may be granted to non-employee directors:

$500,000 limit for the non-employee Chair or Lead Director of the Board; and

$425,000 limit for each non-employee director other than the Chair or Lead Director of the Board (not including awards to non-employee directors upon initial election to the Board)

No repricing or substitution Awards may not be repriced or substituted without stockholder approval.

Awards generally may not be transferred, except by will or laws of descent

and distribution.

No transferability

Summary Description

Key Provision

Share counting Stock-settled Options (as defined in the 2017 Plan) and stock-settled SARs (as defined in the 2017 Plan) will be counted against the number of Shares (as defined in the 2017 Plan) available for the grant of Awards on a gross basis.

Board Recommendation:

Proposal 5: Amendment of 2021 Employee Stock Purchase Plan, including an increase to the number of authorized shares under the ESPP

The Board of Directors has approved the amendment, subject to stockholder approval, of our 2021 Employee Stock Purchase Plan (''ESPP''), to increase the number of shares of common stock reserved from 200,000 to 400,000. As of April 21, 2026, a total of 24,161 shares of common stock remained available for grant under the ESPP, which are expected to be fully utilized on the next purchase date on May 14, 2026. Please see the complete amendment attached hereto as Appendix B. No other provisions of the ESPP are proposed to be amended.

Board Recommendation: The Board of Directors recommends a vote ''FOR'' the amendment of our 2021 Employee Stock Purchase Plan.

Proposal 1: Election of Directors

Our company is managed under the oversight of the Board of Directors, which is led by a Lead Independent Director and an Executive Chair. The directors utilize their deep experience in business and science, including biotechnology, pharmaceuticals, and medical devices, as well as their diverse backgrounds to provide management with guidance and oversight in delivering innovative products to meet the needs of clinicians and the patients that they treat, and in executing on our strategy for long-term value creation.

The Board sets high standards for management and employees tied to our core values of principled and ethical behavior, and the Board applies those same standards to itself, undertaking regular and rigorous reviews of each committee's and each director's performance, both collectively and individually. This is evidenced in our ongoing approach to Board refreshment, having added five of our current nine directors in the past five years. The current mix of longer serving and recently added directors provides an appropriate balance of perspectives as the Board holds management accountable for delivering long-term value and keeping the interests of our stockholders and stakeholders, including clinicians and their patients, employees and business partners, at the center of our priorities.

The Board is currently comprised of nine directors and is divided into three classes: Class I, Class II and Class III. Each class of directors serves for a three-year term, with one class of directors being elected by our stockholders at each annual meeting. Gary P. Fischetti, John B. Henneman, III, and Stephen Griffin serve as

Class III Directors, with terms of office expiring at the Annual Meeting. Sheryl L. Conley, William R. Jellison, and Stephen O. Richard serve as Class I Directors, with terms of office expiring at the 2027 Annual Meeting. Cheryl R. Blanchard, Ph.D., Joseph H. Capper, and Glenn R. Larsen, Ph.D. serve as Class II Directors, with terms of office expiring at the 2028 Annual Meeting. On April 24, 2026, each of William R. Jellison, a Class I member of the Board, and Glenn R. Larsen, Ph.D., a Class II member of the Board, notified the Board of his resignation from the Board, including from all committees on which each serves, effective as of the Annual Meeting. The Board intends to reduce the Board to seven members and eliminate the vacancies in Class I and Class II following their departures. Anika is very thankful to Mr. Jellison and Dr. Larsen for their dedicated service and contributions to the Board.

Mr. Fischetti, Mr. Henneman, and Mr. Griffin are the Board's nominees for election as Class III Directors at the Annual Meeting. Each Class III Director will be elected to hold office until the 2029 Annual Meeting and until a successor is duly elected and qualified. Unless otherwise instructed, the persons named in the accompanying proxy will vote, as permitted by our bylaws, to elect Mr. Fischetti, Mr. Henneman, and Mr. Griffin as Class III Directors. The Board has no reason to believe that Mr. Fischetti, Mr. Henneman, or Mr. Griffin will be unable or unwilling to serve if elected.

There are no arrangements or understandings between any nominee and any other person pursuant to which the nominee was selected.

At the Annual Meeting, the election of a director requires the affirmative vote of a majority in voting power of the shares of common stock that are voting in the election of directors, meaning that, to be elected, the shares voted ''FOR'' a nominee must exceed the number of shares voted ''AGAINST'' that nominee. Abstentions and broker non-votes will not be treated as votes cast and will have no impact on the proposal. Under our Majority Voting in Uncontested Director Elections Policy, if a director receives a greater number of votes ''AGAINST''

than ''FOR'' election, the director must promptly offer the director's resignation for consideration by the Governance and Nominating Committee. Please see the section captioned ''Majority Voting in Uncontested Director Elections Policy'' for more details on this policy and its impact on the election of director nominees.

The following table sets forth the name of our current directors and includes the nominees for re-election as directors at the Annual Meeting, together with their ages (as of the record date) and the years in which they became a director.

Director Name

Age

Director Since

Term Expires

Class I Directors

Sheryl L. Conley

2021

2027

William R. Jellison*

2024

2027

Stephen O. Richard

2020

2027

Class II Directors

Cheryl R. Blanchard, Ph.D.

2018

2028

Joseph H. Capper

2024

2028

Glenn R. Larsen, Ph.D.*

2015

2028

Class III Directors

Gary P. Fischetti

2023

2026

John B. Henneman, III

2020

2026

Stephen D. Griffin

2026

* Mr. Jellison and Dr. Larsen have tendered their respective resignations from the Board effective as of the Annual Meeting.

EXECUTIVE CHAIR OF THE BOARD

Cheryl R. Blanchard, Ph.D.

Anika Board Service:

Director since August 2018

Age: 61

Executive Chair of Anika's Board of Directors since February 2026

President and Chief Executive Officer of Anika from April 2020 until January 2026, and Interim Chief Executive Officer of Anika from February 2020 through April 2020

Principal at Blanchard Consulting, LLC, a provider of scientific, regulatory, and business strategy consulting services to medical device companies and private equity clients, from 2012 to 2020

President and Chief Executive Officer of Microchips Biotech, Inc., a venture-backed biotechnology company developing regenerative medicine and drug delivery products, from 2014 until its sale to Daré Bioscience, Inc. in November 2019

Various offices, including Senior Vice President, Chief Scientific Officer, and general manager of Zimmer Biologics, of Zimmer, Inc., a medical device company focused on musculoskeletal products, from

2000 to 2012

Xilio Therapeutics (Nasdaq: XLO), a publicly held clinical-stage biotechnology company discovering and developing masked immuno-oncology therapies for people living with cancer, from April 2026 to present

Vigil Neuroscience, Inc. (Nasdaq: VIGL), a clinical-stage biotechnology company that went public in January 2022, committed to harnessing the power of microglia for the treatment of neurodegenerative diseases, from December 2020 to August 2025

Daré Bioscience, Inc. (Nasdaq: DARE), a clinical-stage biopharmaceutical company committed to the advancement of innovative products for women's health, from November 2019 to June 2024

Neuronetics, Inc. (Nasdaq STIM), a medical technology company focused on transforming patient lives with the best neurohealth therapies in the world, from February 2019 to June 2020

SeaSpine Holdings Corporation (Nasdaq: SPNE), a global medical technology company focused on surgical solutions for the treatment of spinal disorders, from June 2015 to May 2019

Ph.D. and M.S. in Materials Science and Engineering from the University of Texas-Austin

B.S. in Ceramic Engineering from Alfred University

Dr. Blanchard also brings Human Capital Management Expertise to the Board

INDEPENDENT

Joseph H. Capper

Anika Board Service:

Director since May 2024

Committees:

Compensation

Age: 62

Chief Executive Officer and board member of MiMedx Group, Inc. (Nasdaq: MDXG), a leader in placental biologics, since January 2024

President, Chief Executive Officer and a director of BioTelemetry, Inc. (Nasdaq: BEAT) from June 2010 until its sale to Royal Philips in February 2021

President and Chief Executive Officer of Home Diagnostics from 2008 to 2010

President and Chief Executive Officer of CCS Medical from 2003 to 2008

Various offices of Bayer AG from 1994 to 2003

Neuronetics, Inc. (Nasdaq: STIM), a medical technology company focused on transforming patient lives with the best neurohealth therapies in the world, from January 2023 to May 2024

M.B.A. in International Finance from George Washington University

B.S. in Accounting from West Chester University

INDEPENDENT

Sheryl L. Conley

Anika Board Service:

Director since October 2021

Committees:

Audit

Compensation (Chair)

Age: 65

President and Board Member of AcceLINX, Inc., a musculoskeletal health business accelerator, from March 2017 to December 2022

President and Chief Executive Officer of OrthoWorx, Inc., a community-based initiative that works strategically and collaboratively with the orthopedic industry, from September 2012 to May 2017

Group President and Chief Marketing Officer (December 2005 to May 2008) and various management roles at Zimmer, Inc., a medical device company focused on musculoskeletal products, from June 1983 to May 2008

Neuronetics, Inc. (Nasdaq: STIM), a medical technology company focused on transforming patient lives with the best neurohealth therapies in the world, from October 2019 to present

Surgalign Holdings, Inc. (Nasdaq: SRGA), a global medical technology company focused on elevating the standard of care by driving the evolution of digital surgery, from May 2021 to October 2023

M.B.A. from Ball State University

B.S. in Biology and Chemistry from Ball State University

section 16 officer roles at Zimmer, an NYSE public company, in addition to her experience serving on boards of directors, including boards of publicly held medical technology companies, gaining experience serving as a board chair and the chair of both a nominating and governance committee and a compensation committee; earned NACD.DC® in 2024

Ms. Conley also brings Human Capital Management Expertise to the Board through her multiple and globally expansive executive leadership roles

INDEPENDENT

Gary P. Fischetti

Anika Board Service:

Director since April 2023

Committees:

Compensation

Age: 65

Spent 35 years at Johnson & Johnson, a multinational corporation that develops medical devices, pharmaceuticals, and consumer packaged goods, in positions of increasing responsibility, including Company Group Chairman - North American Medical Devices from May 2015 to January 2018, Company Group Chairman - DePuy Synthes North America from January 2014 to June 2015, Company Group Chairman - DePuy Orthopaedic from February 2011 to May 2015, and Worldwide President of DePuy Spine from 2005 to 2011

Conformis (Nasdaq: CFMS), a medical technology company focused on advancing orthopedic patient care and creating a world without joint pain, from May 2022 through completion of the acquisition by Restor3d in September 2023

M.B.A. from Rutgers University

B.S.B.A. in Finance from Villanova University

PRESIDENT and CHIEF EXECUTIVE OFFICER

Stephen D. Griffin

Anika Board Service:

Director since February 2026

Age: 40

President and Chief Executive Officer of Anika since February 2026, Executive Vice President, Chief Financial Officer, and Chief Operating Officer from April 2025 to February 2026, Executive Vice President, Chief Financial Officer, and Treasurer from joining the company in June 2024 until April 2025

Senior Vice President and Chief Financial Officer at VSE Corporation

Various offices of increasing responsibility for over a decade at General Electric including Corporate Audit, Financial Planning and Analysis, and Divisional CFO roles

B.S. in Finance and Accounting from Boston College

M.B.A. with high distinction from the University of Michigan.

Mr. Griffin also brings Human Capital Management Expertise to the Board

LEAD INDEPENDENT DIRECTOR

John B. Henneman, III

Anika Board Service:

Director since September 2020

Committees:

Governance and Nominating

Age: 64

Executive Vice President and Chief Financial Officer of NewLink Genetics Corporation, a public biotechnology company, from October 2014 to July 2018, and Chief Administrative Officer of NewLink from July 2018 through his retirement in November 2018

Various offices of Integra LifeSciences Holdings Corp., a medical devices company, from 1998 to 2014, including Chief Financial Officer from 2007 to 2014, and earlier as General Counsel and Chief Administrative Officer

Aprea Therapeutics Inc. (Nasdaq: APRE), a biotechnology company focused on novel cancer therapeutics, from August 2019 to present

Orthofix Medical, Inc. (Nasdaq: OFIX), a leading global spine and orthopedics company, from January 2023 to present

R1 RCM, Inc. (Nasdaq: RCM), a provider of revenue cycle management services to healthcare providers, from February 2016 - through completion of privatization transaction in November 2024 (lead independent director from February 2022 to November 2024)

SeaSpine Holdings Corporation (Nasdaq: SPNE), a global medical technology company focused on surgical solutions for the treatment of spinal disorders, from July 2015 through completion of the merger and acquisition by Orthofix Medical Inc. in January 2023

J.D. from University of Michigan Law School

A.B. in Politics from Princeton University

Disclaimer

Anika Therapeutics Inc. published this content on April 30, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 30, 2026 at 19:49 UTC.