DEF 14A of Sagimet Biosciences Inc., Apr 21, 2026

DEF 14A of Sagimet Biosciences Inc.

Filed Apr 21, 2026 · FY20250001104659-26-046006

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees You are being asked to vote on the election of Jennifer Jarrett, Anne Phillips, M.D., David Happel and George Kemble, Ph.D. as Class III directors, each to serve for a three-year term expiring at our 2029 Annual Meeting of Stockholders, or the 2029 Annual Meeting. The number of members of our board of directors, or Board, is currently set at eight members. Our Board is divided into three classes, each of which has a three-year term. Class I currently consists of two directors, Class II consists of two directors and Class III consists of four directors. The term of office of our Class III directors, Jennifer Jarrett, Anne Phillips, M.D., David Happel and George Kemble, Ph.D., expires at the Annual Meeting. We are nominating Jennifer Jarrett, Anne Phillips, M.D., David Happel and George Kemble, Ph.D. for re-election as Class III directors at our Annual Meeting to serve until the 2029 Annual Meeting and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. Directors are elected by a plurality of the votes properly cast by our stockholders at the Annual Meeting. The nominees receiving the most FOR votes (among votes properly cast online at the meeting or by proxy) will be elected. If no contrary indication is made, shares represented by executed proxies will be voted FOR the election of Jennifer Jarrett, Anne Phillips, M.D., David Happel and George Kemble, Ph.D. Each nominee has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve.

  2. Our Director Nominees

    | NAME | AGE* | DIRECTOR SINCE | OCCUPATION | INDEPENDENT | COMMITTEE MEMBERSHIPS | | | | | | | | | AC | CC | NCGC | | Jennifer Jarrett | 55 | 2024 | Chief Executive Officer, Damora Therapeutics | Yes | M | | | | Anne Phillips, M.D. | 72 | 2007 | Retired | Yes | | M | M | | David Happel | 64 | 2022 | Chief Executive Officer, Sagimet Biosciences Inc. | No | | | | | George Kemble, Ph.D. | 65 | 2015 | Chairman of the Board, Sagimet Biosciences Inc. | No | | | |

  3. Our Director Nominees

    | AC = Audit Committee | CC = Compensation Committee | C = Chair | | NCGC = Nominating and Corporate Governance Committee | | M = Member |

  4. Our Director Nominees

    * Age as of the Annual Meeting.

  5. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Our Board consists of eight directors divided into three classes, with each class holding office for a three-year term. Each of Jennifer Jarrett, Anne Phillips, M.D., David Happel and George Kemble, Ph.D., current Class III directors, have been nominated by our Board for election at the Annual Meeting for a three-year term that will expire at the 2029 Annual Meeting and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. Each of the nominees has agreed to be named and to serve, and we expect each nominee to be able to serve if elected. If any nominee is unable to serve, the nominating and corporate governance committee of the Board, or the Nominating and Corporate Governance Committee, will recommend to our Board a replacement nominee. The Board may then designate the other nominee to stand for election. If you voted for the unavailable nominee, your vote will be cast for his or her replacement. The number of members of our Board is currently set at eight members. The term of office of our Class III directors, Jennifer Jarrett, Anne Phillips, M.D., David Happel and George Kemble, Ph.D., expires at the Annual Meeting.

  6. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  7. CLASS III DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2029

    CLASS III DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2029

  8. CLASS III DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2029

    | JENNIFER JARRETT | | | | Age: 55 Director Since: 2024 | Committee Memberships: Audit | Other Public Directorships: Syndax Pharmaceuticals, Inc., Zura Bio Ltd. | | Jennifer Jarrett has served as a member of our Board since August 2024. Ms. Jarrett currently serves as the President, Chief Executive Officer and board director at Damora Therapeutics (Nasdaq: DMRA). From 2021 until March 2026, she served as Chief Operating Officer of Arcus Biosciences, Inc., or Arcus, a clinical-stage, global biopharmaceutical company, and previously served on the board of directors of Arcus from January 2019 until January 2024. Prior to joining Arcus as Chief Operating Officer, Ms. Jarrett served as Vice President, Corporate Development and Capital Markets at Uber, Inc., a technology company providing a platform for mobility, delivery and freight services, from January 2019 to 2021 and prior to that, served as Arcus’ Chief Operating and Financial Officer from March 2017 to January 2019. From April 2016 to October 2016, Ms. Jarrett was the Chief Financial Officer of Medivation, Inc., a biopharmaceutical company, which was acquired by Pfizer Inc. Prior to that, Ms. Jarrett spent 20 years in investment banking, most recently as Managing Director at Citigroup from July 2010 to March 2016, where she was responsible for managing their west coast life sciences investment banking practice. Ms. Jarrett currently serves on the board of directors of Damora Therapeutics, Zura Bio Ltd (Nasdaq: ZURA), Syndax Pharmaceuticals, Inc. (Nasdaq: SNDX), and LifeMine Therapeutics, Inc. Ms. Jarrett previously served on the boards of directors of Arena Pharmaceuticals, Inc. from July 2017 until its acquisition by Pfizer in March 2022, Audentes Therapeutics from July 2017 until its acquisition by Astellas Pharma Inc. in January 2020, Radius Health, Inc. from May 2022 until its acquisition by Gurnet Point Capital and Patient Square Capital in August 2022, and Consonance-HFW Acquisition Corp. from December 2020 until its business combination with Surrozen Operating, Inc. in August 2021. Ms. Jarrett holds a B.A. in Economics, cum laude, from Dartmouth College and an M.B.A. from Stanford Graduate School of Business. | | | | Skills & Qualifications: We believe that Ms. Jarrett is qualified to serve on our Board due to her significant financial, business and strategic experience in the life sciences sector. | | |

  9. CLASS III DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2029

    | ANNE PHILLIPS, M.D. | | | | Age: 72 Director Since: 2024 | Committee Memberships: Nominating and Corporate Governance, Compensation | Other Public Directorships: Barinthus Biotherapeutics plc, vTv Therapeutics Inc. | | Anne Phillips, M.D. has served as a member of our Board since August 2024. Dr. Phillips has over 25 years of pharmaceutical industry experience. Ms. Phillips joined our Board following a tenure at Novo Nordisk A/S, or Novo Nordisk, a global healthcare company, where she most recently served as a Senior Vice President of Clinical, Medical & Regulatory Affairs, North America Operations, leading the drug development, clinical operations, medical, regulatory, health economics and outcomes research, and safety teams, from January 2011 to August 2022. Prior to joining Novo Nordisk, Dr. Phillips held positions of increasing seniority at GSK plc from 1998 to 2004, most recently as Vice President and Head of R&D. Dr. Phillips currently serves on the board of directors of Barinthus Biotherapeutics plc (Nasdaq: BRNS), a clinical-stage biopharmaceutical company, a position she has held since February 2021, and most recently, vTv Therapeutics Inc. (Nasdaq: VTVT), a clinical-stage public biopharmaceutical company, whose board she joined in March 2024. Dr. Phillips previously served as a member of the board of directors of Trevena, Inc. (Nasdaq: TRVN), a biopharmaceutical company, from December 2014 to November 2024, Carmot Therapeutics Inc., a biopharmaceutical company, from September 2022 to December 2023, when it was acquired by F. Hoffmann-La Roche AG and AMAG Pharmaceuticals, Inc., a pharmaceutical company, from April 2019 to November 2020. Dr. Phillips received an Hon. B.Sc. in Zoology from the University of Western Ontario and an M.D. from the University of Toronto. She completed postgraduate training in Internal Medicine, Medical Microbiology and Infectious Diseases. | | | | Skills & Qualifications: We believe that Dr. Phillips is qualified to serve on our Board due to her significant pharmaceutical industry experience. | | |

  10. CLASS III DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2029

    | DAVID HAPPEL | | | | Age: 64 Director Since: 2022 | Committee Memberships: None | Other Public Directorships: None | | David Happel has served as our Chief Executive Officer and a director since October 2022. From March 2020 through October 2022, he was President and Chief Executive Officer, and a director on the board of Cognoa, Inc., a pediatric behavioral health company developing AI-based technologies for developmental and behavioral health conditions, including the first FDA-authorized diagnostic aid, Canvas Dx, for autism. From February 2018 to March 2020, Mr. Happel was President, Chief Executive Officer and a director on the board of Chrono Therapeutics Inc. In addition, Mr. Happel has served as a director of Currax Pharmaceuticals LLC since 2020 and he previously held several executive and commercial positions at Horizon Therapeutics plc, or Horizon, Raptor Pharmaceutical Corp., Dynavax Technologies Corporation and Chiron Corporation. Mr. Happel also currently sits on the board of a privately held company. Mr. Happel has a B.A. in chemistry from Indiana University and an M.B.A. from Indiana State University. | | | | Skills & Qualifications: We believe that Mr. Happel is qualified to serve on our Board due to the valuable experience he brings in his capacity as our President and Chief Executive Officer along with significant leadership experience in the life science industry. | | |

  11. CLASS III DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2029

    | GEORGE KEMBLE, PH.D. | | | | Age: 65 Director Since: 2015 | Committee Memberships: None | Other Public Directorships: None | | George Kemble, Ph.D. has served as a director since October 2015 and as Chairman of the Board since May 2025. From October 2022 until May 2025 he served as our Executive Chairman of the Board. He previously served as our Chief Executive Officer from October 2015 through October 2022, in addition to serving as our Chief Scientific Officer from August 2011 through October 2022. From 2001 through 2011, he held various leadership positions at MedImmune LLC, a biologics company and subsidiary of AstraZeneca PLC, including Vice President of Research & Development for Vaccines, Senior Vice President of Research for Biologics and General Manager of the California operations. Early in his career, from 1993 until 2001, he was a research scientist at Aviron Ltd. focusing on viral vaccine technologies. He received his B.S. in biology from Santa Clara University, a Ph.D. from Stanford University from the department of microbiology and immunology and held a postdoctoral research fellowship at University of California, San Francisco. | | | | Skills & Qualifications: We believe that Dr. Kemble is qualified to serve on our Board due to his experience with scientific programs spanning stages from early research through licensure, combined with his leadership of organizations integrating both scientific and business disciplines. | | |

  12. CONTINUING DIRECTORS

    CONTINUING DIRECTORS

  13. CLASS I DIRECTORS — TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    CLASS I DIRECTORS — TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

  14. CLASS I DIRECTORS — TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | TIMOTHY P. WALBERT | | | | Age: 59 Director Since: 2024 | Committee Memberships: Audit, Compensation | Other Public Directorships: Century Therapeutics, Inc., Mirum Pharmaceuticals, Inc., BioMarin Pharmaceuticals | | Timothy P. Walbert has served as a member of our Board since April 2024. Mr. Walbert has served as a senior advisor to Amgen Inc., or Amgen, since October 2023. Mr. Walbert was Chairman, President and Chief Executive Officer of Horizon, a public biotech company, from June 2008 to October 2023, when it was acquired by Amgen for $28 billion. Before joining Horizon, he was President, Chief Executive Officer and a director of IDM Pharma Inc., or IDM, a public biotechnology company, which was acquired by Takeda in June 2009. Before IDM, Mr. Walbert served as Executive Vice President, Commercial Operations at NeoPharm Inc., a public biotechnology company. From 2001 to 2005, he was Divisional Vice President and General Manager, Immunology, at Abbott Laboratories, now AbbVie Inc., leading the global development and launch of the multi-indication biologic HUMIRA, and served as divisional vice president, global cardiovascular strategy. From 1998 to 2001, Mr. Walbert served as Director, CELEBREX North America, and Arthritis Team Leader, Asia Pacific, Latin America and Canada, at G.D. Searle & Company. From 1991 to 1998, he also held sales and marketing roles with increasing responsibility at G.D. Searle, Merck & Co., Inc. and Wyeth. He currently serves on the boards of Mirum Pharmaceuticals, Inc. (Nasdaq: MIRM), BioMarin Pharmaceutical, Inc. (Nasdaq: BMRN) and Century Therapeutics, Inc. (Nasdaq: IPSC), each a public biotech company, where he has been a director since April 2023, February 2025, and October 2022, respectively. He also serves on the board of Crystalys Therapeutics, Inc., Odyssey Therapeutics, Inc., Cour Pharmaceuticals Development Company, Inc., Catalent, Inc., and is chairman of the board of directors of Latigo Biotherapeutics, Inc., each private biotech companies. He previously served as chairman of the board of directors of Horizon (acquired by Amgen) from June 2008 to October 2023. He previously served on the board of directors for Aurinia Pharmaceuticals Inc. (Nasdaq: AUPH), a public pharmaceutical company, from 2020 to 2022; Exicure, Inc. (Nasdaq: XCUR), a public biotechnology company, from 2019 to 2022; Assertio Therapeutics, Inc. (Nasdaq: ASRT), a public biopharma company, from 2014 to 2020; Raptor Pharmaceutical Corp. (Nasdaq: RPTP), a public biotechnology company, from 2010 to 2014; XOMA Corporation (Nasdaq: XOMA), a public biotechnology company, from 2011 to 2017; Sucampo Pharmaceuticals Inc. a formerly-public biopharmaceutical company (now part of Mallinckrodt plc), from 2016 to 2018; and served as chairman of the board of directors of Horizon (acquired by Amgen) from June 2008 to October 2023. He is also a member of the Economic Club of Chicago, the Commercial Club of Chicago. Mr. Walbert previously served on the boards of the Biotechnology Innovation Organization, the Pharmaceutical Research and Manufacturing Association, the Illinois Biotechnology Innovation Organization and World Business Chicago. Mr. Walbert received a Bachelor of Arts in business from Muhlenberg College in Allentown, PA. | | | | Skills & Qualifications: We believe that Mr. Walbert is qualified to serve on our Board due to his extensive executive-level leadership experience in the biotechnology industry. | | |

  15. CLASS I DIRECTORS — TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | PAUL HOELSCHER | | | | Age: 61 Director Since: 2024 | Committee Memberships: Audit (Chair) | Other Public Directorships: None | | Paul Hoelscher has served as a member of our Board since April 2024. Mr. Hoelscher served as Executive Vice President and Chief Financial Officer of Horizon, from 2014 until his retirement in May 2022, overseeing all aspects of Horizon’s financial operations. Prior to joining Horizon, Mr. Hoelscher held financial executive positions at OfficeMax, Inc., or OfficeMax, a business services company, from 2012 to 2014, including serving as Senior Vice President, Finance, Treasury and Corporate Development and co-leading the integration of OfficeMax and Office Depot Inc. Previously, Mr. Hoelscher held various financial leadership roles of increasing responsibility over nineteen years at Alberto Culver Company, a beauty care company, and worked in the audit practice of KPMG for seven years. Mr. Hoelscher received his B.S. in accountancy from the University of Illinois at Urbana-Champaign and is a certified public accountant. Mr. Hoelscher served on the board of Reneo Pharmaceuticals, Inc. (now OnKure Therapeutics, Inc. (Nasdaq: OKUR)), a public pharmaceutical company, from January 2022 to October 2024, and served on the board of trustees of the Illinois Region of The Leukemia & Lymphoma Society from 2007 to 2022, including two terms as board chair. | | | | Skills & Qualifications: We believe that Mr. Hoelscher is qualified to serve on our Board due to his extensive public company experience in financial leadership roles. | | |

  16. CLASS II DIRECTORS — TERMS EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    CLASS II DIRECTORS — TERMS EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

  17. CLASS II DIRECTORS — TERMS EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    | ELIZABETH GRAMMER, ESQ. | | | | Age: 62 Director Since: 2021 | Committee Memberships: Nominating and Corporate Governance (Chair) | Other Public Directorships: None | | Elizabeth Grammer, Esq. has served as a member of our Board since April 2021. Currently, Ms. Grammer serves as a Senior Advisor of Ardelyx, Inc., or Ardelyx. From January 2020 to December 2025, she served as the Chief Legal and Administrative Officer of Ardelyx. From May 2014 to January 2020, she served as the General Counsel of Ardelyx and from December 2012 until May 2014, she served as the Vice President of Legal Affairs. From 2006 to December 2012, Ms. Grammer served as an independent outside corporate counsel for public and private biotechnology companies. From 2001 to 2006, Ms. Grammer served as Vice President and General Counsel of Trine Pharmaceuticals, Inc., a biopharmaceutical company. In addition, Ms. Grammer previously served as independent outside corporate counsel to GelTex Pharmaceuticals Inc, a biopharmaceutical company. Ms. Grammer also previously served on the board of directors of the California Life Sciences Association from 2018 to 2021. Ms. Grammer received a B.A. in political science from Boston University and a J.D. from Stanford Law School. | | | | Skills & Qualifications: We believe that Ms. Grammer is qualified to serve on our Board due to her extensive experience in the biopharma and pharmaceutical sector and in law. | | |

  18. CLASS II DIRECTORS — TERMS EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    | BETH SEIDENBERG, M.D. | | | | Age: 69 Director Since: 2007 | Committee Memberships: Compensation (Chair) | Other Public Directorships: Vera Therapeutics, Inc., Kyverna Therapeutics, Inc. | | Beth Seidenberg, M.D. has served as a member of our Board since April 2007 and was appointed our Board’s Lead Independent Director in May 2025. Dr. Seidenberg serves as a Managing Director of Westlake BioPartners, a life sciences venture capital firm she founded in September 2018. Since May 2005, Dr. Seidenberg has served as a general partner at Kleiner Perkins Caufield & Byers, LLC, where she has primarily focused on life science investing. Dr. Seidenberg was previously the Senior Vice President, Head of Global Development and Chief Medical Officer at Amgen Inc. Previously, Dr. Seidenberg was a senior executive in research and development at Bristol Myers Squibb Company and Merck & Co., Inc. Dr. Seidenberg received a B.A. in biology and anthropology from Barnard College and an M.D. from the University of Miami School of Medicine and completed her post-graduate training at Johns Hopkins University, George Washington University and the National Institutes of Health. Dr. Seidenberg currently serves on the boards of directors of Vera Therapeutics, Inc. (Nasdaq: VERA) and Kyverna Therapeutics, Inc. (Nasdaq: KYTX); positions she has held since June 2016 and September 2018, respectively. Dr. Seidenberg also serves on the board of directors of several privately held life sciences companies. She previously served on the board of directors of Acelyrin, Inc. (acquired by Alumis; (Nasdaq: SLRN)) from October 2020 until May 2025, Progyny, Inc. from May 2010 until November 2025, and Atara Biotherapeutics, Inc. (Nasdaq: ATRA) from August 2012 until June 2023. | | | | Skills & Qualifications: We believe that Dr. Seidenberg is qualified to serve on our Board due to her training as a physician and her experience in the life sciences industry as a senior executive and venture capitalist who has incubated and invested in twenty-five biotechnology ventures. | | |

  19. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We have designed and implemented our compensation program for our non-employee directors to attract, motivate and retain individuals who are committed to our values and goals and who have the expertise and experience that we need to achieve those goals.

  20. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Our Board has adopted a non-employee director compensation policy. The policy is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the policy, our non-employee directors are eligible to receive cash retainers (which will be payable quarterly in arrears and prorated for partial years of service) and equity awards as set forth below, provided that our non-employee directors may opt to receive their cash retainers in fully vested shares of our Series A common stock:

  21. 2025 DIRECTOR COMPENSATION TABLE

    2025 DIRECTOR COMPENSATION TABLE The following table below sets forth information for the fiscal year ended December 31, 2025 regarding the compensation of our non-employee directors.

  22. 2025 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All other compensation ($)(1) | Total ($) | | Elizabeth Grammer(2) | 50,000 | 129,864 | — | 179,864 | | Paul Hoelscher(3) | 55,000 | 129,864 | — | 184,864 | | Beth Seidenberg, M.D.(4) | 66,331 | 129,864 | 120,083 | 316,278 | | Anne Phillips, M.D.(5) | 47,306 | 109,803 | — | 157,109 | | Jennifer Jarrett(6) | 47,500 | 109,803 | — | 157,303 | | Timothy P. Walbert(7) | 52,500 | 129,864 | — | 182,364 | | George Kemble, Ph.D.(8) | 45,726 | 129,864 | — | 175,590 | | Merdad Parsey, M.D., Ph.D.(9) | 21,863 | — | — | 21,863 |

  23. 2025 DIRECTOR COMPENSATION TABLE

    (1) Amounts shown in this column do not reflect dollar amounts actually received by our directors. Instead, these amounts reflect the aggregate grant date fair value of each stock option granted in 2025, calculated in accordance with Topic 718 in the Financial Accounting Standards Board’s Accounting Standards Codification, or FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair values of the restricted stock units reported in this column are set forth in note 2 of our financial statements included in our 2025 Annual Report. (2) As of December 31, 2025, Ms. Grammer held 133,242 unexercised stock options. (3) As of December 31, 2025, Mr. Hoelscher held 114,543 unexercised stock options. (4) As of December 31, 2025, Dr. Seidenberg held 135,447 unexercised stock options. All other compensation includes a grant of stock options as compensation in accordance with the consulting agreement entered into between the Company and Dr. Seidenberg on June 6, 2025. (5) As of December 31, 2025, Dr. Phillips held 141,163 unexercised stock options. (6) As of December 31, 2025, Ms. Jarrett held 141,163 unexercised stock options. (7) As of December 31, 2025, Mr. Walbert held 114,543 unexercised stock options. (8) Dr. Kemble transitioned from his executive officer position as Executive Chairman into the role of non-executive Chair of the Board in May 2026. As of December 31, 2025, Dr. Kemble held 994,011 unexercised stock options and 75,375 unvested restricted stock units. (9) Dr. Parsey Served on our Boad until June 2025. In addition, we have reimbursed and will continue to reimburse all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings.

  24. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table presents all the compensation awarded to, earned by or paid to our named executive officers during the fiscal year ended December 31, 2025.

  25. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | David Happel President and Chief Executive Officer | 2025 | 630,000 | 546,360 | 1,749,751 | 294,525 | 19,358 | 3,239,994 | | | 2024 | 582,000 | — | — | 320,100 | 4,064 | 906,164 | | Elizabeth Rozek, Esq. Chief Legal and Administrative Officer | 2025 | 483,333 | 235,137(6) | 591,668(6) | 170,000 | 16,564 | 1,496,702 | | | 2024 | 446,000 | — | — | 178,400 | 1,742 | 626,142 | | Eduardo Bruno Martins, M.D., D.Phil., Former Chief Medical Officer(7) | 2025 | 500,000 | 160,140 | 511,580 | 170,000 | 19,121 | 1,360,841 | | | 2024 | 475,000 | — | — | 190,000 | 4,064 | 669,064 |

  26. 2025 Summary Compensation Table

    (1) The amounts reported reflect annual salary adjustments that were made during 2024 and 2025. For more information, see “Annual base salary” below. (2) The amounts reported represent the aggregate grant date fair value of the restricted stock units granted to our named executive officers in the applicable year, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair values of the restricted stock units reported in this column are set forth in note 2 of our financial statements included in our 2025 Annual Report . These amounts reported in this column reflect the accounting cost for these restricted stock units and do not correspond to the economic value that may be received by our named executive officers upon vesting and settlement of such awards or any sale of the shares of our Series A common stock received. (3) The amounts reported represent the aggregate grant date fair value of the stock options granted to our named executive officers in the applicable year, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair values of the stock options reported in this column are set forth in note 2 of our financial statements included in our 2025 Annual Report. These amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the economic value that may be received by our named executive officers upon the exercise of such awards or any sale of the underlying shares of our Series A common stock. (4) The amounts reported reflect performance-based cash bonus payments awarded based on the achievement of certain corporate performance goals. All of the bonuses earned by our named executive officers in 2024 were paid in cash in 2025 and all of the bonuses earned by our named executive officers in 2025 were paid in cash in 2026. The amounts reported include life insurance premium payments made in 2024 and 2025 for Mr. Happel, Ms. Rozek and Dr. Martins in the amount of $3,564, $1,242 and $3,564, respectively. The amounts reported included matching contributions that we made under our 401(k) plan in 2025 in the amount of $14,000 for each of Mr. Happel, Ms. Rozek and Dr. Martins. The amounts reported in 2024 for each of Messrs. Happel, Rozek and Dr. Martins includes a $500 annual holiday gift card (for 2023 holidays) offered to all of our employees. The amounts reported in 2025 for each of Mr. Happel, Ms. Rozek and Dr. Martins includes two $500 annual holiday gift cards (for 2024 and 2025 holidays) offered to all of our employees, along with a tax gross-up associated with the gift cards of $794, $322 and $557, respectively. The amounts reported include 9,855 restricted stock units and 13,367 options granted to Ms. Rozek in November 2025 in connection with Ms. Rozek’s promotion to Chief Legal and Administrative Officer. (7) Dr. Martin’s announced his retirement effective as of April 20, 2026.

  27. Outstanding Equity Awards as of December 31, 2025

    Outstanding Equity Awards as of December 31, 2025 The following table presents the outstanding equity awards held by each named executive officer as of December 31, 2025:

  28. Outstanding Equity Awards as of December 31, 2025

    | | | Option Awards(1) | | | | Stock Awards | | | | Grant Date(2) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price Per Share ($)(3) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(4) | | David Happel | 10/17/2022(5) | 801,040 | 210,786 | $7.15 | 10/16/2032 | | | | | 11/17/2023(6) | | | | | 312,455 | $1,849,734 | | | 2/6/2025(7) | 98,333 | 373,667 | $4.71 | 2/5/2035 | | | | | 2/6/2025(8) | | | | | 116,000 | $686,720 | | Elizabeth Rozek | 4/20/2023(9) | 161,438 | 80,704 | $13.51 | 4/19/2033 | | | | | 11/17/2023(6) | | | | | 85,710 | $507,403 | | | 2/6/2025(7) | 28,750 | 109,250 | $4.71 | 2/5/2035 | | | | | 2/6/2025(8) | | | | | 34,000 | $201,280 | | | 11/4/2025(7) | 278 | 13,089 | $7.61 | 11/3/2035 | | | | | 11/4/2025(8) | | | | | 9,855 | $58,342 | | Eduardo Bruno Martins, M.D., D.Phil. | 2/19/2021(5) | 198,132 | — | $6.36 | 2/18/2031 | | | | | 4/20/2023(7) | 29,344 | 14,665 | $13.51 | 4/19/2033 | | | | | 11/17/2023(6) | | | | | 44,785 | $265,127 | | | 2/6/2025(7) | 28,750 | 109,250 | $4.71 | 2/5/2035 | | | | | 2/6/2025(8) | | | | | 34,000 | $201,280 |

  29. Outstanding Equity Awards as of December 31, 2025

    (1) All of the options, except as noted in the footnotes below, were granted under the 2017 Equity Incentive Plan, or the 2017 Plan or the 2023 Plan (each as defined below), the terms of which are described below under “Executive Compensation — Equity Benefit Plans — 2017 Equity Incentive Plan” and “Executive Compensation — Equity Benefit Plans — 2023 Equity Incentive Plan.” (2) Except where otherwise noted, if within the twelve-month period that immediately follows a change of control (as defined in the named executive officer’s employment agreement) the named executive officer’s employment is terminated without cause or the named executive officer resigns for good reason (as defined in the named executive officer’s employment agreement), then 100% of the award shall accelerate and become fully vested as of the termination date. (3) Prior to our IPO, all of the option awards were granted with a per share exercise price equal to the fair market value of one share of our Series A common stock on the date of grant, as determined in good faith by our Board or Compensation Committee. Following our IPO, all of the option awards were granted with a per share exercise price equal to the closing price of our Series A on the date of grant. (4) The market value is based on the closing stock price of $5.92 on December 31, 2025. (5) 25% of the shares subject to the option vest one year after the vesting commencement date and 1/48th of the shares subject to the option vest monthly thereafter subject to the named executive officer’s continued service through each vesting date. (6) The restricted stock units vest in four equal annual installments beginning July 18, 2024, subject to the named executive officer’s continued service to our Company through each vesting date. 1/48th of the shares subject to the option vest monthly following the vesting commencement date, subject to the named executive officer’s continued service through each vesting date. The restricted stock units vest in four equal annual installments following the vesting commencement date, subject to the named executive officer’s continued service to our Company through each vesting date. (9) 25% of the shares subject to the option vest one year after the vesting commencement date and 1/36th of the shares subject to the option vest monthly thereafter subject to the named executive officer’s continued service through each vesting date.

  30. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not maintain nonqualified defined contribution plans or other nonqualified deferred compensation plans. Our Board may elect to provide our officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

  31. Executive Officer and Director Compensation

    Executive Officer and Director Compensation Please see “Executive Compensation” and “Director Compensation” for information regarding the compensation of our directors and executive officers.

  32. PROPOSAL 1: ELECTION OF CLASS III DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2029

    PROPOSAL 1: ELECTION OF CLASS III DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2029 At the Annual Meeting, our stockholders will vote on the election of four Class III director nominees named in this Proxy Statement as directors, each to serve until our 2029 Annual Meeting and until their respective successors are elected and qualified. Our Board has unanimously nominated Jennifer Jarrett, Anne Phillips, M.D., David Happel and George Kemble, Ph.D. for election to our Board at the Annual Meeting. Each of the nominees has agreed to be named and to serve, and we expect each nominee to be able to serve if elected. If any nominee is unable to serve, the Nominating and Corporate Governance Committee will recommend to our Board a replacement nominee. The Board may then designate the other nominee to stand for election. If you voted for the unavailable nominee, your vote will be cast for his or her replacement.

  33. PROPOSAL 1: ELECTION OF CLASS III DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2029

    | OUR BOARD UNANIMOUSLY RECOMMENDS STOCKHOLDERS VOTE FOR THE ELECTION OF JENNIFER JARRETT, ANNE PHILLIPS, M.D., DAVID HAPPEL AND GEORGE KEMBLE, PH.D. | ✓ |