Management Change/Compensation Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 12, 2024, the Compensation Committee (the "Committee") of the Board of Directors of TuHURA Biosciences, Inc. (the "Company") approved an increase to the annual base salaries of James A. Bianco, M.D., Chief Executive Officer, as well as Dan Dearborn, Chief Financial Officer, to $499,000 and $375,000, respectively, with such increase to be effective as of January 1, 2025. In approving the base salary changes for Mr. Bianco and Mr. Dearborn, the Committee considered, among other factors, the compensation practices, trends and data from the Company's compensation peer group, consisting of comparable companies as identified by the Committee and an independent compensation consultant engaged by the Committee, with the resulting adjustment putting Mr. Bianco's and Mr. Dearborn's base salary level at approximately 80% of the 50th percentile of base salary levels for the peer group.

In addition, on November 12, 2024, the Committee also approved the grant of stock options to Dr. Bianco and Mr. Dearborn with a grant date of November 12, 2024. Mr. Bianco received options to purchase 1,065,990 shares of the Company's common stock, and Mr. Dearborn received options to purchase 489,848 shares of Company common stock (the "Stock Option Awards"). The Stock Option Awards were issued under the TuHURA Biosciences, Inc. 2024 Equity Incentive Plan (the "Plan"), at a per share exercise price equal to the closing price of the Company's common stock on the grant date of $4.94. Each Stock Option Award has a term of ten years and vests in three equal annual installments commencing on the first anniversary of the grant date, subject to the respective executive's continued service to the Company through the applicable vesting dates.

In connection with the issuance of the Stock Option Awards, the Committee also approved the form of option agreement used to make the awards, a copy of which is filed as Exhibit 10.1 to this report and is incorporated herein by reference, pursuant to its authority set forth in the Plan.