DEF 14A of Nkarta, Inc., Apr 23, 2026

DEF 14A of Nkarta, Inc.

Filed Apr 23, 2026 · FY20250001140361-26-016403

Open on EDGAR

  1. Nominees for Election as Class III Directors at the Annual Meeting

    Nominees for Election as Class III Directors at the Annual Meeting

  2. Nominees for Election as Class III Directors at the Annual Meeting

    | ALI BEHBAHANI, M.D., M.B.A. | | | Class III Age: 50 Director Since: 2015 | POSITION AND BUSINESS EXPERIENCE | | | Ali Behbahani, M.D., M.B.A. has served as our Chairman since August 2019, and on our Board of Directors since August 2015. Dr. Behbahani joined New Enterprise Associates, Inc., a venture capital firm, in 2007 and is a Partner and Co-Head of the healthcare team. Dr. Behbahani also currently serves on the board of directors of the following publicly held companies: CRISPR Therapeutics AG (NASDAQ: CRSP) since April 2015; Black Diamond Therapeutics, Inc. (NASDAQ: BDTX) since December 2018; Monte Rosa Therapeutics, Inc. (NASDAQ: GLUE) since April 2020; Korro Bio, Inc. (NASDAQ: KRRO) since August 2019; and Arcellx, Inc. (NASDAQ: ACLX) since February 2015. Dr. Behbahani also serves on the board of directors of several privately held companies. Dr. Behbahani previously served as a member of the board of directors of Adaptimmune Therapeutics plc (NASDAQ: ADAP) from September 2014 to November 2025; CVRx, Inc. (NASDAQ: CVRX) from July 2013 to September 2024; Minerva Surgical Inc. (NASDAQ: UTRS) from May 2011 to January 2024; Genocea Biosciences, Inc. (NASDAQ: GNCA) from February 2018 to May 2022; and Oyster Point Pharma, Inc. (NASDAQ: OYST) from July 2017 to January 2023. Prior to joining New Enterprise Associates, Inc., Dr. Behbahani served as a consultant in business development at The Medicines Company, a pharmaceutical company, a Venture Associate at Morgan Stanley, and as a Healthcare Investment Banking Analyst at Lehman Brothers. Dr. Behbahani received a B.S. in biomedical engineering, electrical engineering, and chemistry from Duke University, an M.D. from the University of Pennsylvania School of Medicine, and an M.B.A. from the Wharton School of the University of Pennsylvania. | | | KEY ATTRIBUTES | | | We believe that Dr. Behbahani is qualified to serve on our Board of Directors due to his experience in the biopharmaceutical industry, as well as his experience as a member on the boards of directors of multiple companies in the industry. |

  3. Nominees for Election as Class III Directors at the Annual Meeting

    | ZACHARY SCHEINER, PH.D. | | | Class III Age: 49 Director Since: 2020 | POSITION AND BUSINESS EXPERIENCE | | | Zachary Scheiner, Ph.D. has served on our Board of Directors since February 2020. Dr. Scheiner has been a Partner at RA Capital Management, L.P., a healthcare and biotechnology investment firm, since December 2025, where he joined in April 2015 as an Associate, became an Analyst in April 2017, and a Principal in December 2017. Prior to joining RA Capital, Dr. Scheiner was a science officer at the California Institute for Regenerative Medicine, where he worked from September 2008 to March 2015. Dr. Scheiner has served as a member of the board of directors at Lenz Therapeutics (NASDAQ: LENZ) since November 2020, SpyGlass Pharma (NASDAQ: SPG) since July 2023, and currently serves on the boards of two privately held companies. Dr. Scheiner received his B.S. in molecular biophysics and biochemistry from Yale University in 1997, and his Ph.D. in neurobiology and behavior from the University of Washington in 2007. | | | KEY ATTRIBUTES | | | We believe that Dr. Scheiner is qualified to serve on our Board of Directors due to his experience in the life sciences industry and his investing experience. |

  4. Nominees for Election as Class III Directors at the Annual Meeting

    | 4 | 2026 PROXY STATEMENT | NKARTA, INC. |

  5. All Other Continuing Directors

    All Other Continuing Directors

  6. All Other Continuing Directors

    | MICHAEL DYBBS, PH.D. | | | Class II Age: 51 Director Since: 2019 | POSITION AND BUSINESS EXPERIENCE | | | Michael Dybbs, Ph.D. has served on our Board of Directors since August 2019. Dr. Dybbs is currently a Partner at Samsara BioCapital, an asset management firm focused on the life sciences industry, where he has worked since March 2017. Previously, Dr. Dybbs was a Partner at New Leaf Venture Partners, L.L.C., where he worked from May 2009 until September 2016. Before joining New Leaf Venture Partners, L.L.C., Dr. Dybbs was a Principal at the Boston Consulting Group. Dr. Dybbs has served on the board of directors of Sutro Biopharma, Inc. (NASDAQ: STRO) since July 2018, Kalaris Therapeutics, Inc (NASDAQ: KLRS) since March 2022, and currently serves on the boards of several privately held companies. Dr. Dybbs previously served on the boards of directors of Dimension Therapeutics, Inc., a publicly traded company acquired by Ultragenyx Pharmaceutical Inc. in 2017, and Versartis, Inc. Dr. Dybbs received an A.B. in biochemical sciences from Harvard College and a Ph.D. in molecular biology from the University of California, Berkeley, where he was awarded a Howard Hughes Medical Institute fellowship. | | | KEY ATTRIBUTES | | | We believe that Dr. Dybbs is qualified to serve on our Board of Directors due to his experience in the life sciences industry and the venture capital industry, and his leadership and management experience. |

  7. All Other Continuing Directors

    | SIMEON GEORGE, M.D., M.B.A. | | | Class II Age: 49 Director Since: 2020 | POSITION AND BUSINESS EXPERIENCE | | | Simeon George, M.D., M.B.A. has served on our Board of Directors since February 2020, and from February 2015 to September 2017. Dr. George is the Chief Executive Officer and Managing Partner of SR One Capital Management, LP, a transatlantic biotech venture capital firm, where he has been employed since September 2020. Previously, Dr. George was the Chief Executive Officer and President of S.R. One, Limited, now called GSK Equity Investments, Limited, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc, where he had been employed since 2007. Dr. George was formerly a consultant at Bain & Company and an investment banker at Goldman Sachs and Merrill Lynch. Dr. George currently serves on the boards of directors of several privately held companies and the following publicly held companies: CRISPR Therapeutics AG (NASDAQ: CRSP) since March 2015 and Design Therapeutics (NASDAQ: DSGN) since February 2020. Dr. George served on the boards of directors of Principia Biopharma Inc., a publicly traded company acquired by Sanofi in 2020, from February 2011 to September 2020; Progyny, Inc. (Nasdaq: PGNY), a health benefits management company, from May 2012 to October 2019; and Turning Point Therapeutics, Inc., a publicly traded company acquired by Bristol-Myers Squibb in 2022, from May 2017 until August 2022. Dr. George received his B.A. in neuroscience from the Johns Hopkins University, where he graduated Phi Beta Kappa. He received an M.D. from the University of Pennsylvania School of Medicine and an M.B.A. (Mayer Scholar) from the Wharton School of the University of Pennsylvania. | | | KEY ATTRIBUTES | | | We believe that Dr. George is qualified to serve on our Board of Directors due to his experience in the life sciences industry and the venture capital industry, and his leadership and management experience. |

  8. All Other Continuing Directors

    | NKARTA, INC. | 2026 PROXY STATEMENT | 5 |

  9. All Other Continuing Directors

    | LEONE PATTERSON, M.B.A. | | | Class II Age: 63 Director Since: 2020 | POSITION AND BUSINESS EXPERIENCE | | | Leone Patterson, M.B.A. has served on our Board of Directors since April 2020. Ms. Patterson most recently served as Executive Vice President and Chief Business and Financial Officer of Zymeworks Inc. (NASDAQ: ZYME), a clinical-stage biotechnology company, until January 2026. Previously, Ms. Patterson was Chief Financial and Business Officer of Tenaya Therapeutics, Inc. (NASDAQ: TNYA), a clinical-stage biotechnology company, from June 2021 to August 2024. Prior to Tenaya, Ms. Patterson held several roles at Adverum Biotechnologies, Inc. (NASDAQ: ADVM) including Chief Financial Officer from June 2016 to May 2018, Chief Executive Officer from May 2018 to June 2020, Director from October 2018 to June 2020, and President from December 2019 to June 2021. Ms. Patterson has held various senior positions at Diadexus, Inc., Transcept Pharmaceuticals, Inc., NetApp, Inc. (NASDAQ: NTAP), Exelixis, Inc. (NASDAQ: EXEL), Novartis AG (NYSE: NVS), Chiron (acquired by Novartis AG), and KPMG. Ms. Patterson has also served on the board of directors of Kalaris Therapeutics (NASDAQ: KLRS) since April 2025. Ms. Patterson previously served on the Oxford Biomedica plc (LSE: OXB) board of directors from April 2023 until December 2024. Ms. Patterson earned a B.S. in business administration and accounting from Chapman University and an Executive M.B.A. from St. Mary’s College. Ms. Patterson is also a Certified Public Accountant (inactive status). | | | KEY ATTRIBUTES | | | We believe that Ms. Patterson is qualified to serve on our Board of Directors due to her financial expertise and over 20 years of experience in the biotechnology industry, including her leadership and management experience. |

  10. All Other Continuing Directors

    | 6 | 2026 PROXY STATEMENT | NKARTA, INC. |

  11. All Other Continuing Directors

    | PAUL J. HASTINGS | | | Class I Age: 66 Director Since: 2018 | POSITION AND BUSINESS EXPERIENCE | | | Paul J. Hastings has served as our Chief Executive Officer and a member of our Board of Directors since February 2018 and previously served as our President from February 2018 until July 2024. Prior to that, Mr. Hastings served as the President, Chief Executive Officer, and Director of OncoMed Pharmaceuticals, Inc. from January 2006 until January 2018, a publicly traded, clinical-stage biopharmaceutical company. In August 2013, he was elected chairman of the board of directors of OncoMed and served in that role until January 2018. Prior to joining OncoMed, Mr. Hastings was President, Chief Executive Officer, and Director of QLT, Inc., a publicly traded biotechnology company dedicated to the development and commercialization of innovative ocular products, from February 2002 to September 2006. From 2000 to 2002, Mr. Hastings served as President, Chief Executive Officer, and Director of Axys Pharmaceuticals, Inc., which was acquired by Celera Corporation in 2001. Mr. Hastings was also previously the President of Chiron Biopharmaceuticals, a division of Chiron Corporation, President and Chief Executive Officer of LXR Biotechnology, and he held a variety of management positions of increasing responsibility at Genzyme Corporation, including President of Genzyme Therapeutics Europe and President of Worldwide Therapeutics. Mr. Hastings previously was chair and served on the board of directors of Pacira Biosciences, Inc. (NASDAQ: PCX) until January 2025, ViaCyte, Inc., which was acquired by Vertex Pharmaceuticals in 2022, Proteon Therapeutics, Relypsa, Inc., which was acquired by Galenica in 2016, ViaCell, Inc., which was acquired by Perkin Elmer in 2007, and as chairman of the board of directors of Proteolix, Inc., which was acquired by Onyx Pharmaceuticals in 2009. Mr. Hastings also served as Chair of the Biotechnology Innovation Organization from 2021 to 2023 and is currently a member of its Executive Committee, Emerging Companies Section and Health Section Governing Board. Mr. Hastings currently serves on the board of directors of the following companies: enGene Holdings Inc. (NASDAQ: ENGN), a publicly-traded clinical-stage biotechnology company focused on developing gene therapies and Specific Biologics Inc., a private biotechnology company focused on developing novel gene editing technologies. Mr. Hastings received a B.S. in pharmacy from the University of Rhode Island. | | | KEY ATTRIBUTES | | | We believe Mr. Hastings is qualified to serve on our Board of Directors due to his extensive experience in the pharmaceutical and biotechnology industries. |

  12. All Other Continuing Directors

    | NKARTA, INC. | 2026 PROXY STATEMENT | 7 |

  13. All Other Continuing Directors

    | ANGELA THEDINGA, M.B.A., M.P.H. | | | Class I Age: 44 Director Since: 2022 | POSITION AND BUSINESS EXPERIENCE | | | Angela Thedinga, M.B.A., M.P.H. has served on our Board of Directors since March 2022. Ms. Thedinga is the founder and principal consultant for Agenvia, LLC, providing gene therapy consulting services since January 2022. Prior to that, Ms. Thedinga served as Chief Technology Officer of Adverum Biotechnologies, Inc. (NASDAQ: ADVM), a clinical-stage gene therapy company, from February 2020 to October 2021, and VP, Program Management and Strategy from August 2019 to February 2020. Previously, at AveXis, Inc., which was acquired by Novartis, Ms. Thedinga served as VP, Program Management and Chief of Staff from June 2018 to May 2019. Ms. Thedinga also held manufacturing strategy roles at AveXis, Inc., Novartis Vaccines and Diagnostics, and Abbott Laboratories (NYSE: ABT). Ms. Thedinga also served on the Technical Advisory Board for Tenaya Therapeutics, Inc. (NASDAQ: TNYA) from May 2023 to July 2024. Ms. Thedinga earned a B.S. in chemical engineering from the University of Wisconsin - Madison, M.S. in chemical engineering from the Massachusetts Institute of Technology, M.B.A. from the MIT Sloan School of Management, and M.P.H. from the University of North Carolina Chapel Hill. | | | KEY ATTRIBUTES | | | We believe that Ms. Thedinga is qualified to serve on our Board of Directors due to her experience in the life sciences industry and educational background. |

  14. All Other Continuing Directors

    | GEORGE VRATSANOS, M.D., FACR | | | Class I Age: 62 Director Since: 2024 | POSITION AND BUSINESS EXPERIENCE | | | George Vratsanos, M.D., FACR has served on our Board of Directors since June 2024. Dr. Vratsanos has been the President and Chief Executive Officer of Jnana Therapeutics Inc., a privately held clinical-stage biotechnology company, since November 2024, where he joined as Head of Research and Development and Chief Medical Officer in July 2023. Previously, Dr. Vratsanos held several senior leadership roles at Janssen Pharmaceuticals, a pharmaceutical company, including SVP, Translational Science and Medicine, Immunology from September 2018 to July 2023 and Vice President from September 2016 to September 2018. Before joining Janssen Pharmaceuticals, Dr. Vratsanos was the Executive Global Program Head of the Immunology and Dermatology Franchise at Novartis AG (NYSE: NVS) from January 2013 to September 2016 and their Vice President, Autoimmunity Clinical Science Unity Head from November 2011 to January 2013. Dr. Vratsanos previously worked at Roche Pharmaceuticals as a Translational Medicine Leader from August 2009 to November 2011 and at Bristol-Myers Squibb (NYSE: BMY) as a Group Director from 2007 to 2009. Dr. Vratsanos earned a B.S. and M.S. in biomedical engineering from Columbia University, an M.S. in clinical investigation from Vanderbilt University, an M.D. from New York University School of Medicine, and he completed a postdoctoral fellowship in investigative rheumatology/immunobiology at Yale University. Dr. Vratsanos is also a Fellow of the American College of Rheumatology. | | | KEY ATTRIBUTES | | | We believe that Dr. Vratsanos is qualified to serve on our Board of Directors due to his expertise in immunology and his leadership and management experience. |

  15. All Other Continuing Directors

    | 8 | 2026 PROXY STATEMENT | NKARTA, INC. |

  16. All Other Continuing Directors

    | CORPORATE GOVERNANCE |

  17. Clawback Policy

    We provide our executives with an annual base salary as a fixed, stable form of compensation that reflects the scope of an executive’s role, responsibilities, experience, and sustained individual performance. We provide cash short-term incentive opportunities to incentivize the achievement of annual performance goals. In addition, we grant our executives long-term incentive compensation in the form of restricted stock units (“RSUs”) and stock options to provide an additional incentive to grow our business and further link the interests of our executives with those of our stockholders. We have also entered into agreements with our executives that provide for severance benefits upon certain terminations of employment, which we believe allow our executives to make decisions in the best interests of the Company without undue concern about employment security. Our Compensation Committee reviews our executive officers’ overall compensation packages on an annual basis (or more frequently as it deems warranted) to help ensure we continue to attract, motivate and retain highly talented executives and provide appropriate incentives to drive creation of additional value for our stockholders. As a “smaller reporting company” (as such term is defined under applicable securities laws), we have opted to comply with the executive compensation disclosure rules applicable to such companies, which require compensation disclosure for our principal executive officer and the two most highly compensated executive officers other than our principal executive officer. In certain circumstances, the compensation of former executive officers may also need to be disclosed. The following table sets forth the annual compensation for services rendered during 2025 by these executive officers, also referred to as our named executive officers, or “NEOs.”

  18. Summary Compensation Table – Fiscal Years 2024-2025

    Summary Compensation Table – Fiscal Years 2024-2025

  19. Summary Compensation Table – Fiscal Years 2024-2025

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(5) | Total ($) | | Paul J. Hastings Chief Executive Officer | 2025 | 674,384 | — | 236,250 | 1,711,957 | 344,947 | — | 10,500 | 2,978,038 | | | 2024 | 648,446 | — | 510,850 | 2,494,818 | 320,981 | — | 10,350 | 3,985,445 | | Nadir Mahmood, Ph.D.(1) President | 2025 | 543,250 | — | 155,000 | 434,646 | 252,611 | — | 10,500 | 1,396,007 | | | 2024 | 226,354 | — | — | 3,001,680 | 101,281 | — | 6,801 | 3,336,117 | | Shawn Rose, M.D., Ph.D.(2) Chief Medical Officer and Head of Research and Development | 2025 | 316,591 | — | — | 709,300 | 189,720 | — | 9,162 | 1,224,773 |

  20. Summary Compensation Table – Fiscal Years 2024-2025

    | (1) Dr. Mahmood, who served as our Chief Financial and Business Officer from October 2020 to June 2023, returned to the Company as our President on July 29, 2024. |

  21. Summary Compensation Table – Fiscal Years 2024-2025

    | (2) Dr. Rose joined as Chief Medical Officer and Head of Research and Development, on June 23, 2025. |

  22. Summary Compensation Table – Fiscal Years 2024-2025

    | (3) Represents the aggregate grant date fair value of stock awards (“RSUs”) or stock options awarded to the named executive officer in the applicable fiscal year. These values have been determined under FASB ASC Topic 718, the principles used to calculate the grant date fair value of equity awards for purposes of our financial statements. For a discussion of the assumptions and methodologies used to calculate these amounts, please see the discussion of equity awards contained in Note 11, Share-Based Compensation, to our financial statements included in our annual report on Form 10-K for 2025, filed with the SEC on March 25, 2026, and in similar footnotes to the financial statements included in our annual reports on Form 10-K filed in prior years. The amounts reported in this column reflect the accounting grant date fair value of the awards and do not necessarily reflect the actual economic value that may be received by the named executive officer upon exercise or payment of the awards. The material terms of each NEO’s 2025 equity incentive awards are discussed under “2025 Equity Grants” below. |

  23. Summary Compensation Table – Fiscal Years 2024-2025

    | (4) Represents amounts earned by our NEOs under our cash incentive program for fiscal year 2025 or 2024, as the case may be, based on achievement of certain financial and operational performance objectives established by our Board of Directors. |

  24. Summary Compensation Table – Fiscal Years 2024-2025

    | (5) Represents Company contributions to the NEO’s account under our 401(k) plan. |

  25. Summary Compensation Table – Fiscal Years 2024-2025

    | NKARTA, INC. | 2026 PROXY STATEMENT | 25 |

  26. Outstanding Equity Awards as of December 31, 2025

    Outstanding Equity Awards as of December 31, 2025 The following table provides information regarding outstanding stock options and stock unit awards held by each of our NEOs as of December 31, 2025, including the vesting dates for the portions of these awards that had not vested (and the fair market value of unvested RSUs) as of that date. Our NEOs did not hold any other outstanding equity awards as of that date.

  27. Outstanding Equity Awards as of December 31, 2025

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Paul J. Hastings | 339,639 | 0 | 3.89 | 09/05/2029 | — | — | | Chief Executive Officer | 365,675 | 0 | 3.89 | 09/05/2029 | — | — | | | 202,400 | 0 | 18.00 | 07/08/2030 | — | — | | | 157,500 | 0 | 54.89 | 01/07/2031 | — | — | | | 245,869 | 5,231(2) | 12.14 | 01/13/2032 | — | — | | | 105,000 | 15,000(3) | 12.25 | 06/16/2032 | — | — | | | 281,823 | 104,677(4) | 5.57 | 01/12/2033 | — | — | | | 244,135 | 265,365(5) | 6.01 | 01/03/2034 | — | — | | | 129,594 | 435,906(6) | 2.50 | 01/02/2035 | — | — | | | 0 | 377,000(7) | 1.83 | 06/04/2035 | — | — | | | — | — | — | — | 10,475(8) | 19,379 | | | — | — | — | — | 4,875(9) | 9,019 | | | — | — | — | — | 32,250(10) | 59,663 | | | — | — | — | — | 63,750(11) | 117,938 | | | — | — | — | — | 94,500(12) | 174,825 | | Nadir Mahmood, Ph.D. | 194,792 | 355,208(13) | 6.69 | 07/28/2034 | — | — | | President | 28,302 | 95,198(6) | 2.50 | 01/02/2035 | — | — | | | 0 | 123,500(7) | 1.83 | 06/04/2035 | — | — | | | — | — | — | — | 62,000(12) | 114,700 | | Shawn Rose, M.D., Ph.D. Chief Medical Officer and Head of Research and Development | 0 | 500,000(14) | 1.75 | 06/22/2035 | — | — |

  28. Outstanding Equity Awards as of December 31, 2025

    | (1) The dollar amounts shown in this column are determined by multiplying the corresponding number of shares or units of stock that have not vested by the closing price of a share of Nkarta common stock as reported on The Nasdaq Global Select Market on December 31, 2025, the last trading day of our fiscal year. |

  29. Outstanding Equity Awards as of December 31, 2025

    | (2) These options were granted January 14, 2022 and vest in 48 equal monthly installments from February 14, 2022 through January 14, 2026. |

  30. Outstanding Equity Awards as of December 31, 2025

    | (3) These options were granted June 17, 2022 and vest in 48 equal monthly installments from July 17, 2022 through June 17, 2026. |

  31. Outstanding Equity Awards as of December 31, 2025

    | (4) These options were granted January 13, 2023 and vest in 48 equal monthly installments from February 14, 2023 through January 14, 2027. |

  32. Outstanding Equity Awards as of December 31, 2025

    | (5) These options were granted January 4, 2024 and vest in 48 equal monthly installments from February 14, 2024 through January 14, 2028. |

  33. Outstanding Equity Awards as of December 31, 2025

    | (6) These options were granted January 3, 2025 and vest in 48 equal monthly installments from February 14, 2025 through January 14, 2029. |

  34. Outstanding Equity Awards as of December 31, 2025

    | (7) These options were granted June 5, 2025 and 40% vest on June 5, 2026 and the remainder vest on June 5, 2027. |

  35. Outstanding Equity Awards as of December 31, 2025

    | (8) These RSUs were granted January 14, 2022 and vest in four equal annual installments from January 14, 2023 through January 14, 2026. |

  36. Outstanding Equity Awards as of December 31, 2025

    | 26 | 2026 PROXY STATEMENT | NKARTA, INC. |

  37. Outstanding Equity Awards as of December 31, 2025

    | (9) These RSUs were granted June 17, 2022 and vest in four equal annual installments from June 17, 2023 through June 17, 2026. |

  38. Outstanding Equity Awards as of December 31, 2025

    | (10) These RSUs were granted January 13, 2023 and vest in four equal annual installments from January 14, 2024 through January 14, 2027. |

  39. Outstanding Equity Awards as of December 31, 2025

    | (11) These RSUs were granted January 4, 2024 and vest in four equal annual installments from January 14, 2025 through January 14, 2028. |

  40. Outstanding Equity Awards as of December 31, 2025

    | (12) These RSUs were granted January 3, 2025 and vest in four equal annual installments from January 14, 2026 through January 14, 2029. |

  41. Outstanding Equity Awards as of December 31, 2025

    | (13) These options were granted July 29, 2024 and vested 25% on July 29, 2025. The remainder vest in 36 equal monthly installments from August 29, 2025 through July 29, 2028. |

  42. Outstanding Equity Awards as of December 31, 2025

    | (14) These options were granted June 23, 2025 and vest 25% on June 23, 2026. The remainder vest in 36 equal monthly installments from July 23, 2026 through June 23, 2029. |

  43. Outstanding Equity Awards as of December 31, 2025

    | NKARTA, INC. | 2026 PROXY STATEMENT | 27 |

  44. Pay Versus Performance

    Pay Versus Performance The Company is a smaller reporting company, and its most recent fiscal year ended December 31, 2025. As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last two completed fiscal years. In determining the “compensation actually paid” (“CAP”) to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The “Executive Compensation” section of this proxy filing describes the compensation setting process for our executive officers, which is done independently from the disclosure requirements.

  45. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(2) | Average Summary Compensation Table Total for Non-PEO NEO(1) | Average Compensation Actually Paid to Non-PEO NEO(1)(2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(3) | Net Loss (Thousands)(4) | | 2025 | $2,978,038 | $2,037,273 | $1,310,390 | $1,077,594 | $28.03 | ($104,084) | | 2024 | $3,985,445 | $1,542,159 | $2,618,150 | $976,506 | $37.73 | ($108,790) |

  46. Pay Versus Performance

    | (1) Summary Compensation Table amounts reported include fair value of stock grants calculated in accordance with ASC 718, rather than the cash amounts paid to or realized by the named individual. Mr. Hastings served as our principal executive officer (“PEO”) for the full year in 2025 and 2024. The Non-PEO Named Executive Officers (the “Non-PEO NEOs”) include the following individuals: for fiscal year 2025, Dr. Mahmood and Dr. Rose and for fiscal year 2024, Dr. Mahmood and Dr. Shook. |

  47. Pay Versus Performance

    | (2) The following amounts were deducted from or added to the Summary Compensation Table total compensation in accordance with the SEC-mandated adjustments to calculate compensation actually paid to our PEO and average compensation actually paid to our Non-PEO NEOs for 2025 and 2024: |

  48. Pay Versus Performance

    | | 2025 | | 2024 | | | | PEO | Average Non- CEO NEOs | PEO | Average Non-CEO NEOs | | Total Compensation from Summary Compensation Table Adjustments for Equity Awards | $2,978,038 | $1,310,390 | $3,985,445 | $2,618,150 | | Adjustment for grant date values in the Summary Compensation Table | $(1,948,207) | $(649,473) | $(3,005,668) | $(2,112,888) | | Year-end fair value of unvested awards granted in the current year | $1,362,257 | $581,858 | $1,040,331 | $804,605 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $(358,712) | $(133,203) | $(1,313,799) | $(423,906) | | Fair values at vest date for awards granted and vested in current year | $205,583 | $22,449 | $595,796 | $71,028 | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $(201,686) | $(54,427) | $240,054 | $19,517 | | Total Adjustments for Equity Awards | $(940,765) | $(232,796) | $(2,443,286) | $(1,641,644) | | Compensation Actually Paid | $2,037,273 | $1,077,594 | $1,542,159 | $976,506 |

  49. Pay Versus Performance

    | (3) Cumulative Total Shareholder Return (“TSR”) is the calculated difference between our share price at the end and the beginning of the applicable measurement period. To perform this calculation, we assume a $100 investment on December 31, 2023. |

  50. Pay Versus Performance

    | 32 | 2026 PROXY STATEMENT | NKARTA, INC. |

  51. Pay Versus Performance

    | (4) The dollar amount reported represents the amount of net loss reflected in our audited financial statements for the applicable year. |

  52. Relationship of Compensation Actually Paid and Our Total Shareholder Return

    Relationship of Compensation Actually Paid and Our Total Shareholder Return The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the two most recently completed fiscal years for the Company.

  53. Relationship of Compensation Actually Paid and Our Net Loss

    Relationship of Compensation Actually Paid and Our Net Loss The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net loss during the two most recently completed fiscal years.

  54. Relationship of Compensation Actually Paid and Our Net Loss

    | NKARTA, INC. | 2026 PROXY STATEMENT | 33 |

  55. Relationship of Compensation Actually Paid and Our Net Loss

    | COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION |

  56. Relationship of Compensation Actually Paid and Our Net Loss

    Drs. Dybbs and George and Ms. Thedinga served as members of our Compensation Committee during all of fiscal year 2025. None of the members of our Compensation Committee during fiscal year 2025 was or is an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the Board of Directors or compensation committee (or other Board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Board of Directors or Compensation Committee.

  57. Relationship of Compensation Actually Paid and Our Net Loss

    | DIRECTOR COMPENSATION |

  58. Non-Employee Director Compensation

    Non-Employee Director Compensation Under our Director Compensation Policy, annual compensation for the members of our Board of Directors who are not employed by us or any of our subsidiaries (referred to in this section as “non-employee directors”) consists of an annual cash retainer, an additional cash retainer for non-employee directors serving in certain positions as described below, and equity awards as described below. Members of the Board are also reimbursed for their reasonable out-of-pocket expenses, including travel and lodging, incurred in attending meetings of the Board and Board committees or in connection with board-related business, in each case consistent with our expense reimbursement policy. Our Board of Directors reserves the right to modify the Director Compensation Policy from time to time.

  59. Director Compensation Table - Fiscal Year 2025

    Director Compensation Table - Fiscal Year 2025 The following table sets forth the total compensation paid to our non-employee directors for their service on our Board of Directors during fiscal year 2025. Mr. Hastings, who is employed by us, does not receive any additional compensation for his service on the Board.

  60. Director Compensation Table - Fiscal Year 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | Ali Behbahani, M.D., M.B.A. | 87,500 | — | 67,289 | — | 154,789 | | Michael Dybbs, Ph.D. | 63,000 | — | 67,289 | — | 130,289 | | Simeon George, M.D., M.B.A. | 46,000 | — | 67,289 | — | 113,289 | | Leone Patterson, M.B.A. | 55,000 | — | 67,289 | — | 122,289 | | Zachary Scheiner, Ph.D. | 51,000 | — | 67,289 | — | 118,289 | | Angela Thedinga, M.B.A., M.P.H. | 65,500 | — | 67,289 | — | 132,789 | | George Vratsanos, M.D., FACR | 52,000 | — | 67,289 | — | 119,289 |

  61. Director Compensation Table - Fiscal Year 2025

    | (1) Represents the aggregate grant date fair value of stock options awarded to the non-employee director in 2025. On June 5, 2025, each of our non-employee directors then serving on our Board of Directors was granted an option to acquire 46,000 shares of Company common stock and each such non-employee director’s award had an aggregate grant date fair value of $67,289. |

  62. Director Compensation Table - Fiscal Year 2025

    These values have been determined under FASB ASC Topic 718, the principles used to calculate the grant date fair value of equity awards for purposes of our financial statements. For a discussion of the assumptions and methodologies used to calculate these amounts, please see the discussion of equity awards contained in Note 11, Share-Based Compensation, to our financial statements included in our annual report on Form 10-K for 2025, filed with the SEC on March 25, 2026. The amounts reported in this column reflect the accounting grant date fair value of the awards (or incremental fair value resulting from an award modification, as the case may be) and do not necessarily reflect the actual economic value that may be received by the non-employee directors upon exercise of the stock options.

  63. Director Compensation Table - Fiscal Year 2025

    | (2) The aggregate number of shares of Company common stock covered by the outstanding stock options held by each non-employee director as of December 31, 2025 were as set forth below. No non-employee director held any other Company equity awards as of that date. |

  64. Director Compensation Table - Fiscal Year 2025

    | Director | Number of Outstanding Stock Options as of 12/31/25 | | Ali Behbahani, M.D., M.B.A. | 134,211 | | Michael Dybbs, Ph.D. | 134,211 | | Simeon George, M.D., M.B.A. | 134,211 | | Leone Patterson, M.B.A. | 182,240 | | Zachary Scheiner, Ph.D. | 134,211 | | Angela Thedinga, M.B.A., M.P.H. | 126,218 | | George Vratsanos, M.D., FACR | 91,000 |

  65. Director Compensation Table - Fiscal Year 2025

    | 36 | 2026 PROXY STATEMENT | NKARTA, INC. |

  66. Director Compensation Table - Fiscal Year 2025

    | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |

  67. Director Compensation Table - Fiscal Year 2025

    The following table sets forth certain information with respect to the beneficial ownership of our common stock, as of April 17, 2026 unless otherwise indicated, by:

  68. Director Compensation Table - Fiscal Year 2025

    | • | each person who we know beneficially owns more than 5% of our common stock; |

  69. Director Compensation Table - Fiscal Year 2025

    | • | each of our directors; |

  70. Director Compensation Table - Fiscal Year 2025

    | • | each Named Executive Officer as set forth in the Summary Compensation Table included in this Proxy Statement; and |

  71. Director Compensation Table - Fiscal Year 2025

    | • | all of our current directors and executive officers as a group. |

  72. Director Compensation Table - Fiscal Year 2025

    The information below is based on 71,290,925 shares of our common stock outstanding as of April 17, 2026 and 3,000,031 shares that could be issued upon the exercise of Pre-Funded Warrants (as defined below). We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules take into account shares of common stock issuable pursuant to the exercise of stock options that are either immediately exercisable or exercisable within 60 days of April 17, 2026 and RSUs that will vest within 60 days of April 17, 2026. These shares are deemed to be outstanding and beneficially owned by the person holding those options or RSUs for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in the following table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. Unless otherwise indicated, the address for each person or entity identified in the following table is 1150 Veterans Boulevard, South San Francisco, CA 94080.

  73. Director Compensation Table - Fiscal Year 2025

    | NKARTA, INC. | 2026 PROXY STATEMENT | 37 |

  74. Director Compensation Table - Fiscal Year 2025

    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  75. Director Compensation Table - Fiscal Year 2025

    | | Amount of Beneficial Ownership | % of Class | | >5% Stockholders | | | | Entities affiliated with RA Capital(1) | 13,939,371 | 18.8% | | Named Executive Officers and Directors | | | | Paul Hastings(2) | 2,643,043 | 3.6% | | Nadir Mahmood(3) | 403,117 | * | | Shawn Rose(4) | 14,479 | * | | Ali Behbahani(5) | 134,211 | * | | Michael Dybbs(6) | 134,211 | * | | Simeon George(7) | 3,467,544 | 4.7% | | Leone Patterson(8) | 182,240 | * | | Zachary Scheiner(9) | 134,211 | * | | Angela Thedinga(10) | 126,218 | * | | George Vratsanos(11) | 76,000 | * | | All executive officers and directors as a group (10 persons total)(12) | 7,315,274 | 9.8% |

  76. Director Compensation Table - Fiscal Year 2025

    | * Represents beneficial ownership of less than 1% of the outstanding shares of our common stock. |

  77. Director Compensation Table - Fiscal Year 2025

    | (1) Based on the Schedule 13D/A as of March 27, 2024, filed with the SEC on March 29, 2024 by RA Capital Management, L.P. (“RA Capital”), RA Capital Healthcare Fund, L.P. (the “Fund”), Dr. Peter Kolchinsky, and Mr. Rajeev Shah, and updated for information of which the Company is aware, consists of 10,050,818 shares held by the Fund, 754,311 shares held by RA Capital Nexus Fund, L.P. (the “Nexus Fund”), 3,000,031 shares of common stock issuable upon exercise of pre-funded warrants (the “Pre-Funded Warrants”), which were immediately exercisable in full as of the date of the Schedule 13D/A, and 134,211 vested stock options (right to buy) held by Dr. Zachary Scheiner for the benefit of RA Capital which are exercisable within 60 days of April 17, 2026. RA Capital Healthcare Fund GP, LLC is the general partner of the Fund and RA Capital Nexus Fund GP, LLC is the general partner of the Nexus Fund. RA Capital is the investment manager of the Fund and Nexus Fund and may be deemed an indirect beneficial owner of any shares held by the Fund and the Nexus Fund. The Fund and Nexus Fund have delegated to RA Capital the sole voting and dispositive power with respect to the shares held by the Fund and the Nexus Fund, and accordingly, the Fund and the Nexus Fund disclaim beneficial ownership of the shares they hold. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the managing members. As such, Dr. Kolchinsky, and Mr. Shah may be deemed indirect beneficial owners of the shares held by the Fund and the Nexus Fund. RA Capital, Dr. Kolchinsky, and Mr. Shah expressly disclaim beneficial ownership over all shares held by the Fund and the Nexus Fund except to the extent of their pecuniary interest therein. The address for RA Capital, the Fund, Dr. Kolchinsky and Mr. Shah is 200 Berkeley Street, 18th Floor, Boston, Massachusetts 02116. The Schedule 13D/A states that the Pre-Funded Warrants held by the Fund may only be exercised to such an extent that the exercise of the Pre-Funded Warrants would not cause the Fund to own more than 19.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise. |

  78. Director Compensation Table - Fiscal Year 2025

    | (2) Consists of 161,648 shares of our common stock and 2,481,395 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 17, 2026. |

  79. Director Compensation Table - Fiscal Year 2025

    | (3) Consists of 41,227 shares of our common stock and 361,890 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 17, 2026. |

  80. Director Compensation Table - Fiscal Year 2025

    | (4) Consists of 14,479 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 17, 2026. |

  81. Director Compensation Table - Fiscal Year 2025

    | (5) Consists of 134,211 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 17, 2026. |

  82. Director Compensation Table - Fiscal Year 2025

    | (6) Consists of 134,211 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 17, 2026. |

  83. Director Compensation Table - Fiscal Year 2025

    | 38 | 2026 PROXY STATEMENT | NKARTA, INC. |

  84. Director Compensation Table - Fiscal Year 2025

    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  85. Director Compensation Table - Fiscal Year 2025

    | (7) Consists of 134,211 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 17, 2026. As reported on the Form 4 filed with the SEC on March 28, 2024 by Dr. George, also consists of 1,548,341 shares held directly by SR One Capital Opportunities Fund I, LP (“Opportunities Fund I”), 451,659 shares held directly by SR One Capital Fund II Aggregator, LP (“Fund II Aggregator”), 666,667 shares held directly by SR One Co-Invest IX, LLC (“Co-Invest IX”), and 666,666 shares held directly by SR One Co-Invest X, LLC (“Co-Invest X”), as reported on the Form 4 filed by Simeon George of March 28, 2024. SR One Capital Opportunities Partners I, LP is the sole general partner of Opportunities Fund I. SR One Capital Partners II, LP is the sole general partner of Fund II Aggregator. SR One Co-Invest IX Manager, LLC is the managing member of Co-Invest IX. SR One Co-Invest X Manager, LLC is the managing member of Co-Invest X. Dr. George is the Managing Member of SR One Capital Management, LLC (“Capital Management”), which is the sole general partner of each of SR One Capital Opportunities Partners I, LP and SR One Capital Partners II, LP and the managing member of each of SR One Co-Invest IX Manager, LLC and SR One Co-Invest X Manager, LLC. Each of SR One Capital Opportunities Partners I, LP, Capital Management and Dr. George may each be deemed to have shared power to vote or dispose of the shares directly held by Opportunities Fund I, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. Each of SR One Capital Partners II, LP, Capital Management and Dr. George may each be deemed to have shared power to vote or dispose of the shares directly held by Fund II Aggregator, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. Each of SR One Co-Invest IX Manager, LLC, Capital Management and Dr. George may each be deemed to have shared power to vote or dispose of the shares directly held by Co-Invest IX, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. Each of SR One Co-Invest X Manager, LLC, Capital Management, and Dr. George may each be deemed to have shared power to vote or dispose of the shares held directly by Co-Invest X, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. |

  86. Director Compensation Table - Fiscal Year 2025

    | (8) Consists of 182,240 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 17, 2026. |

  87. Director Compensation Table - Fiscal Year 2025

    | (9) Consists of 134,211 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 17, 2026. Dr. Scheiner is employed as a Partner at RA Capital Management, L.P. Dr. Scheiner does not have voting or dispositive control over the shares held by RA Capital referenced in footnote 1 above. |

  88. Director Compensation Table - Fiscal Year 2025

    | (10) Consists of 126,218 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 17, 2026. |

  89. Director Compensation Table - Fiscal Year 2025

    | (11) Consists of 76,000 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 17, 2026. |

  90. Director Compensation Table - Fiscal Year 2025

    | (12) Consists of 3,536,208 shares of our common stock and 3,779,066 shares issuable to our current directors and executive officers pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 17, 2026. |