Bicara Therapeutics Inc.

(a)

None.

(b)

Departure of Chief Financial Officer

On August 10, 2026, the board of directors (the “Board”) of Bicara Therapeutics Inc. (the “Company”) determined that Ivan Hyep will no longer serve as the Company’s Chief Financial Officer, Treasurer, Principal Financial Officer or Principal Accounting Officer, effective as of August 12, 2026 (the “CFO Transition Date”).

The Company entered into a separation and release agreement (the “Separation Agreement”) with Mr. Hyep, effective as of the CFO Transition Date, pursuant to which he is entitled to receive (i) 12 months of salary continuation at a final base pay rate of $500,000 commencing on the CFO Transition Date and (ii) subject to copayment of premium amounts at the applicable active employees’ rate and proper election to continue COBRA health coverage, payment of the portion of the premium equal to the amount that the Company would have paid to provide health insurance to him had he remained employed through the earliest of (A) August 31, 2027, (B) his eligibility for group medical plan benefits under any other employer’s group medical plan, or (C) at the end of his COBRA health continuation eligibility for any reason. The Separation Agreement also contains non-disparagement and cooperation covenants, a reaffirmation of Mr. Hyep’s confidentiality and other restrictive covenant obligations, and a general release of claims by Mr. Hyep.

In addition, Mr. Hyep entered into a consulting agreement (the “Consulting Agreement”) with the Company, pursuant to which Mr. Hyep will provide consulting and transition advisory services to the Company from time to time. The Consulting Agreement commences on the CFO Transition Date and continues until February 15, 2027, unless terminated earlier by Mr. Hyep or the Company. As compensation for his services under the Consulting Agreement, Mr. Hyep’s existing equity grants will continue to vest in accordance with the terms of the underlying award agreements and the applicable equity plan for so long as he maintains a service relationship with the Company under the Consulting Agreement.

The foregoing summaries of the Separation Agreement and Consulting Agreement are not complete and are qualified in their entirety by the Separation Agreement and Consulting Agreement, copies of which the Company intends to file with the Securities and Exchange Commission (“SEC”) as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.

Appointment of Chief Financial Officer

On August 10, 2026, the Board appointed Jennifer Larson as Chief Financial Officer, Treasurer, Principal Financial Officer and Principal Accounting Officer of the Company, effective as of the CFO Transition Date.

Prior to joining the Company, Ms. Larson, age 51, served as Senior Vice President, Chief Financial Officer of Deciphera Pharmaceuticals, Inc. (“Deciphera”), a former publicly traded biopharmaceutical company, from August 2024 to July 2026, as the Senior Vice President of Finance and Investor Relations from December 2021 to September 2024, and as Vice President of Finance from June 2019 to December 2021. During this time, Ms. Larson supported the initial commercial scale-up of the business, including expansion outside the U.S., until the company was acquired by ONO Pharmaceuticals Co., Ltd. in June 2024. Prior to joining Deciphera, she served in various positions of increasing seniority at Alnylam Pharmaceuticals, Inc. (Nasdaq: ALNY) from October 2007 to June 2019, most recently as Senior Director, Finance. Earlier in her career, Ms. Larson was in the audit practice of Tofias PC, a public accounting firm. Ms. Larson is a Certified Public Accountant and graduated from the University of Massachusetts at Amherst with a B.S. in Finance and Accounting.

In connection with Ms. Larson’s appointment, the Company and Ms. Larson entered into an executive employment agreement, effective on the CFO Transition Date (the “Larson Employment Agreement”), substantially on the Form Employment Agreement (as defined below). The Larson Employment Agreement provides for Ms. Larson’s at-will employment. Ms. Larson’s base salary will be $520,000 and her target annual bonus amount will be 40% of her annual base salary.

The foregoing description of the Larson Employment Agreement is qualified in its entirety by reference to the Company’s Form of Executive Employment Agreement (the “Form Employment Agreement”), previously filed as Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (File No. 333-281722) filed on August 22, 2024.

In accordance with the Larson Employment Agreement, Ms. Larson will also be granted a stock option award to purchase 285,000 shares of the Company’s common stock (the “Larson Option Award”). The Larson Option Award will be granted on the CFO Transition Date, at a per share exercise price equal to the closing price of the Company’s common stock on the Nasdaq Global Market on the CFO Transition Date. The Larson Option Award will be issued under the Company’s 2026 Inducement Plan, as amended, and is granted as a material inducement for entering employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). One-fourth of the shares under the Larson Option Award will vest on the first anniversary of the CFO Transition Date, with the remaining shares vesting in 12 equal quarterly installments thereafter, subject to Ms. Larson’s continued service with the Company through each applicable vesting date.

Ms. Larson has also entered into the Company’s standard form of indemnification agreement, which was previously filed as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-281722) filed on September 6, 2024.

Effective as of the CFO Transition Date, Ms. Larson will be an “officer” as such term is used within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (a “Section 16 Officer”). There are no arrangements or understandings between Ms. Larson and any other persons pursuant to which Ms. Larson was appointed as Chief Financial Officer of the Company. In addition, there are no family relationships between Ms. Larson and any director or executive officer of the Company, and there are no transactions involving Ms. Larson requiring disclosure under Item 404(a) of Regulation S-K.

Chief Executive Officer Transition

Claire Mazumdar, Ph.D., the Company’s current Chief Executive Officer and Principal Executive Officer, will commence parental leave on September 1, 2026 (the “Interim CEO Transition Date”), during which time Dr. Mazumdar will remain an employee of the Company under the terms of her existing employment agreement. Effective on the Interim CEO Transition Date, Ryan Cohlhepp, PharmD, the Company’s current President and Chief Operating Officer, will assume the role of Interim Chief Executive Officer and Principal Executive Officer of the Company, in addition to his current titles.

On January 1, 2027 (the “CEO Transition Date”), Dr. Cohlhepp will become the Company’s President, Chief Executive Officer and Principal Executive Officer, and Dr. Mazumdar will transition to serve as a Strategic Advisor to the Company, remain a member of the Board and be appointed as Vice Chairperson of the Board.

Dr. Cohlhepp’s biographical information is set forth in the Company’s Proxy Statement filed with the SEC on April 27, 2026 (the “Proxy Statement”), and such information is incorporated herein by reference.

In connection with the foregoing, on August 10, 2026, the Company entered into a transition agreement (the “Transition Agreement”) with Dr. Mazumdar with effectiveness on the Interim CEO Transition Date. Pursuant to the Transition Agreement, Dr. Mazumdar will remain employed and continue to receive her standard compensation during the period between the Interim CEO Transition Date and the CEO Transition Date. On December 31, 2026, Dr. Mazumdar’s employment with the Company will end, and she will receive her accrued base salary through the Date of Termination (as defined in the Transition Agreement), unpaid expense reimbursements, and any vested benefits the she may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plan. Commencing on the CEO Transition Date, Dr. Mazumdar will receive a monthly fee in the amount of $29,166.67 for her services as a Strategic Advisor at approximately 21 hours per week, in addition to compensation under the Company’s Second Amended and Restated Non-Employee Director Compensation Policy, a copy of which the Company intends to file with the SEC as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2026. Dr. Mazumdar’s services and compensation as a Strategic Advisor shall continue until December 31, 2027, unless sooner terminated in accordance with the Transition Agreement; provided that the Company and Dr. Mazumdar may mutually agree in writing to extend her advisory services beyond December 31, 2027, subject to the Board’s approval of the Chief Executive Officer’s proposal for the scope, budget, and extended duration of such extended service relationship. Dr. Mazumdar’s existing equity grants will continue to vest in accordance with the terms of the underlying award agreements and the applicable equity plan for so long as she maintains a service relationship with the Company either as a member of the Board or as a Strategic Advisor to the Company.

The Transition Agreement also replaces the severance and change in control provisions in Dr. Mazumdar’s current employment agreement, which is substantially on the Company’s Form Employment Agreement, with revised change in control protections. If a Specified Transaction (as defined in the Transition Agreement) occurs during the Transition Period (as defined in the Transition Agreement), the change in control provisions of Dr. Mazumdar’s current employment agreement, as summarized in the Executive Compensation section of the Proxy Statement, will continue to apply. If a Specified Transaction occurs during the applicable post-employment protection period, Dr. Mazumdar will be entitled to specified cash severance and equity acceleration benefits, subject to her execution and non-revocation of a release agreement.

The foregoing summary of the Transition Agreement is not complete and is qualified in its entirety by the full text of the Transition Agreement, a copy of which the Company intends to file with the SEC as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.

In addition, Dr. Cohlhepp has entered into an amended and restated executive employment agreement (the “Cohlhepp Employment Agreement”), substantially on the Form Employment Agreement, effective as of the Interim CEO Transition Date. Pursuant to the Cohlhepp Employment Agreement, Dr. Cohlhepp’s annual base salary will increase from $617,400 to $675,000, effective as of the Interim CEO Transition Date, and his target annual bonus amount will be increased from 50% to 60% of his annual base salary. The Cohlhepp Employment Agreement also outlines the title transitions discussed above. Except as described herein, the material terms of the Cohlhepp Employment Agreement are substantially consistent with the terms of Dr. Cohlhepp’s prior employment agreement, which are summarized in the Executive Compensation section of the Proxy Statement.

The foregoing description of the Cohlhepp Employment Agreement is qualified in its entirety by reference to the Company’s Form Employment Agreement, previously filed as Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (File No. 333-281722) filed on August 22, 2024.

There are no arrangements or understandings between Dr. Cohlhepp and any other persons pursuant to which Dr. Cohlhepp will be appointed as Interim Chief Executive Officer and then Chief Executive Officer of the Company. In addition, there are no family relationships between Dr. Cohlhepp and any director or executive officer of the Company, and there are no transactions involving Dr. Cohlhepp requiring disclosure under Item 404(a) of Regulation S-K.

Effective as of the CEO Transition Date, Tanya Green, the Company’s current Chief Development Officer, will be promoted to Chief Operating Officer and become a Section 16 Officer.

(c)

During the quarter ended June 30, 2026, none of our directors or officers adopted, modified, orterminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408 of Regulation S-K.