DEF 14A of Humacyte, Inc., Apr 28, 2026

DEF 14A of Humacyte, Inc.

Filed Apr 28, 2026 · FY20250001193125-26-187449

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Under our Certificate of Incorporation and Bylaws, the Board is divided into three classes of roughly equal size. The members of each class are elected to serve a three-year term with the term of office of each of the three classes ending in successive years. Pursuant to our Bylaws, the Board has fixed the current number of directors at 12, which will be reduced to 11 directors following the Annual Meeting. John P. Bamforth, Keith Anthony Jones and Kathleen Sebelius are the three Class II directors whose terms expire at this Annual Meeting. At the Annual Meeting, shares represented by signed proxy cards will be voted on Proposal 1 “For” the election of the nominees to the Board, unless otherwise marked on the card. If any of the nominees becomes unavailable for election as a result of an unexpected occurrence, shares represented by proxy will be voted for the election of a substitute nominee designated by the current Board, unless otherwise marked on the card. Each of the nominees has agreed to serve as a director if elected. We have no reason to believe that any of the nominees will be unable to serve if elected. Certain information about each of the nominees is furnished below, including their business experience, public company director positions held currently or at any time during the last five years and the experience, qualifications, attributes or skills that caused the Nominating and Governance Committee and the Board to determine that the nominees should serve as directors.

  2. ELECTION OF DIRECTORS

    | Name | Age | Positions and Offices Held with Company | Director Since | | John P. Bamforth (1) | 62 | Director | 2024 | | Keith Anthony Jones (1) | 65 | Director | 2024 | | Kathleen Sebelius (2) | 77 | Director and Chair | 2021 |

  3. ELECTION OF DIRECTORS

    (1) Member of the Commercial Committee (2) Member of the Audit Committee

  4. Class II Directors (Terms Expire in 2026)

    Class II Directors (Terms Expire in 2026) John P. Bamforth has served as a member of our Board since 2024. Dr. Bamforth served as Executive Director of Eshelman Innovation, a translational innovation institute at the University of North Carolina–Chapel Hill, from October 2019 to July 2025. Prior to joining Eshelman Innovation, Dr. Bamforth spent 30 years at Eli Lilly and Company (“Lilly”) until his retirement in 2018, in an array of roles primarily focused on brand development and commercialization. In 2012, he was appointed Chief Marketing Officer for Lilly’s multi-billion-dollar U.S. business and in 2016 he became Chief Marketing Officer for Lilly’s global business. Dr. Bamforth currently sits on the board of directors of READDI (Rapidly Emerging Antiviral Drug Development Initiative), a global non-profit developing small molecule antiviral drugs for pandemics, Akancocure, a private biotechnology company, and Eshelman Innovation. He has acted as a strategic advisor to Cape Fear BioCapital since August 2025. Between 2019 and 2021, Dr. Bamforth also served on the board of directors of the Structural Genomic Consortium (SGC), a public-private partnership exploring the human genome for novel biological targets of disease. In 2017, Dr. Bamforth co-founded B and M Impact Foundation dedicated to enabling disadvantaged youth to attend college. Dr. Bamforth holds a BPharm from the University of Bath and a Ph.D. and D.Sc. (Hon.) from Aston University in England. We believe that Dr. Bamforth is qualified to serve as a director based on his extensive scientific and pharmaceutical management experience. Keith Anthony Jones has served as a member of our Board since 2024. Dr. Jones served as the Chief Physician Executive of the University of Alabama at Birmingham (“UAB”) Health System as well as the Senior Associate Dean for Clinical Affairs of the UAB Heersink School of Medicine (“UABHSOM”), and the President of the University of Alabama Health Services Foundation (the “UAHSF”) from 2017 until May 2024. The UAHSF is the Faculty Practice Plan for the UABHSOM and employs approximately 1,400 academic physicians. Dr. Jones also served as the Maurice S. Albin Professor of Anesthesiology and Perioperative Medicine at the UABHSOM from 2019 until May 2024. From 2006 to 2017, Dr. Jones served as Chair of the Department of Anesthesiology and Perioperative Medicine for the UABHSOM and Chief of Anesthesiology Services for UAB Hospital. He is a member of the American Society of Anesthesiologists, where he has served on and led numerous committees. Dr. Jones holds a B.S. in microbiology and an M.D. from the University of Alabama and completed his residency and postdoctoral fellowship at the Mayo Graduate School of Medicine. We believe that Dr. Jones is qualified to serve as a director based on his extensive medical expertise and administrative experience in the UAB Health System. Kathleen Sebelius is the chair of our Board. She has served as a member of our Board since August 2021 and previously served as a member of Humacyte Global, Inc. (“Legacy Humacyte”) board of directors from September 2015 to August 2021. Ms. Sebelius is the Chief Executive Officer of Sebelius Resources LLC, which provides strategic advice to private companies, not-for-profit organizations, higher education institutions and financial investors. From April 2009 to June 2014, Ms. Sebelius served as U.S. Secretary of Health and Human Services (“HHS”). Prior to serving as HHS Secretary, Ms. Sebelius was the Governor of Kansas and served two terms as the Kansas insurance commissioner and four terms in the Kansas Legislature. Ms. Sebelius currently serves on the board of directors of Devoted Health, Inc., Included Health Inc. and Exact Sciences Corporation. She also serves as a director of KFF (formerly the Kaiser Family Foundation) and Project 50. Ms. Sebelius co-chairs the Aspen Institute Health Strategy Group and serves on advisory boards for the Dole Institute of Politics, Out Leadership, and the Estée Lauder Foundation. Ms. Sebelius holds a master of public administration degree from the University of Kansas and a B.A. in Political Science from Trinity Washington University. We believe that Ms. Sebelius’ distinguished leadership in the healthcare reimbursement industry, tenure in the public sector and experience with regulatory process and policies provides her with executive leadership, strategic, regulatory, talent management, reimbursement and policy expertise.

  5. Directors Not Standing for Election

    Directors Not Standing for Election Certain information about those directors whose terms do not expire at the Annual Meeting is furnished below, including their business experience, public company director positions held currently or at any time during the last five years and the experiences, qualifications, attributes or skills that caused the Nominating and Governance Committee and the Board to determine that each director should serve as one of our directors. The term of the Class III directors will expire at the 2027 annual meeting of stockholders, and the term of the Class I directors will expire at the 2028 annual meeting of stockholders. On March 26, 2026, Todd M. Pope notified the Company that he intends not to stand for re-election at the Annual Meeting. Mr. Pope’s decision was not the result of any disagreement between Mr. Pope and the Company, its management, board of directors or any committee thereof, or with respect to any matter relating to the Company’s operations, policies or practices. Rather, Mr. Pope’s growing outside professional and business obligations led to his decision not to stand for re-election. Mr. Pope has been a valued member of the Board, and the Company thanks him for his contributions.

  6. Directors Not Standing for Election

    | Name | Age | Positions and Offices Held with Company | Director Since | | Emery N. Brown (1) | 69 | Director | 2021 | | Michael T. Constantino (2)(3) | 63 | Director | 2021 | | Brady W. Dougan | 66 | Director | 2021 | | C. Bruce Green (1)(4) | 70 | Director | 2022 | | Laura E. Niklason | 63 | Director, President and Chief Executive Officer | 2021 | | Todd M. Pope (3)(4) | 60 | Director | 2021 | | Diane Seimetz (4) | 55 | Director | 2022 | | Max Wallace (1)(3) | 74 | Director | 2021 | | Susan Windham-Bannister (2)(4) | 74 | Director | 2021 |

  7. Directors Not Standing for Election

    (1) Member of the Nominating and Governance Committee (2) Member of the Audit Committee (3) Member of the Compensation Committee (4) Member of the Commercial Committee

  8. Class III Directors (Terms Expire in 2027)

    Class III Directors (Terms Expire in 2027) Emery N. Brown has served as a member of our Board since August 2021. Dr. Brown currently serves as the Warren M. Zapol Professor of Anaesthesia at Harvard Medical School and the Edward Hood Taplin Professor of Medical Engineering and Computational Neuroscience at the Massachusetts Institute of Technology. He has been on the faculty at Harvard Medical School and MIT since May 1992 and October 2005, respectively. Dr. Brown has also served as an anesthesiologist at Massachusetts General Hospital from May 1992 to May 2022. Dr. Brown is an editor of PNAS and a member of the Editorial Advisory Committee of the New England Journal of Medicine. Dr. Brown currently serves on the Board of Trustees of the Guggenheim Foundation, the Board of Trustees of the Simons Foundation, and the board of directors of PASCALL Systems, Inc., an early-stage medical device startup which he co-founded. Dr. Brown is a member of the National Academy of Inventors, the American Philosophical Society, the National Academy of Medicine, the National Academy of Sciences and the National Academy of Engineering. Dr. Brown is a recipient of the National Medal of Science. Dr. Brown holds an M.D. from Harvard Medical School, a Ph.D. and M.A. in statistics from Harvard University and a B.A. in applied mathematics from Harvard College. We believe that Dr. Brown is qualified to serve as a director based on his extensive medical and scientific knowledge and experience. Michael T. Constantino has served as a member of our Board since August 2021. Mr. Constantino is a retired Ernst & Young LLP assurance partner who served in the Research Triangle Park region of North Carolina for over 30 years. From 2009 to 2012, he served as the Office Managing Partner for the combined Raleigh/Greensboro office of Ernst & Young. Mr. Constantino served as a member of the board and the chairman of the audit committee of 9 Meters Biopharma, Inc., a clinical-stage biopharmaceutical company. He also served on the advisory board for CREO, Inc., an RTP-based consultancy focused on growth management and data transformation services, and served as chair of the board for the NC State Foundation. Mr. Constantino holds a B.A. in both Accounting and Business Management from NC State University and is a North Carolina Certified Public Accountant, or CPA. We believe that Mr. Constantino is qualified to serve as a director based on his extensive experience as a CPA and with SEC compliance matters and Sarbanes-Oxley internal control over financial reporting. Laura E. Niklason is the founder of Legacy Humacyte. Dr. Niklason has served as our President and Chief Executive Officer and as a member of the Board since August 2021, and previously served as President and Chief Executive Officer of Legacy Humacyte since November 2020 and as a member of the Legacy Humacyte board of directors since 2004. Dr. Niklason has served in a senior scientist capacity at the Company from 2005 through 2020. Dr. Niklason has served as an adjunct professor at Yale University since November 2020 and previously served as the Nicholas M. Greene Professor of Anesthesiology and Biomedical Engineering at Yale University from 2006 to November 2020. She was inducted into the National Academy of Inventors in 2014 and was elected to the National Academy of Medicine and the National Academy of Engineering in 2015 and 2020, respectively. Dr. Niklason holds a Ph.D. in Biophysics from the University of Chicago and an M.D. from the University of Michigan. Dr. Niklason completed her residency training in anesthesia and intensive care unit medicine at the Massachusetts General Hospital and completed post-doctoral scientific training at the Massachusetts Institute of Technology. Dr. Niklason is married to Mr. Dougan, a member of the Board. We believe that Dr. Niklason is qualified to serve as a director based on her significant experience in the biotechnology industry, her extensive training in medicine and science and her role as the founder of Legacy Humacyte. Susan Windham-Bannister has served as a member of our Board since August 2021. Dr. Windham-Bannister is a nationally and internationally recognized expert in biopharma innovation, market access and market optimization strategies. She has served as President and Chief Executive Officer of Biomedical Growth Strategies, LLC, a strategic advisory firm serving the life sciences and healthcare industries, since September 2015. During her career as a strategy consultant, she has crafted the launch strategies for numerous “block buster” drugs, biologics and diagnostics. From 2008 to 2015, Dr. Windham-Bannister served as founding President and Chief Executive Officer of the Massachusetts Life Sciences Initiative, a $1 billion life sciences-dedicated investment fund. Dr. Windham-Bannister currently serves on the board of directors of Aridis Pharmaceuticals, Inc., a public late-stage biopharmaceutical company and on the advisory boards of the Paris Saclay Cancer Center and Brockton Everlast, a London-based firm. She is the board chair of BioscienceLA, a nonprofit independent innovation catalyst in Los Angeles. Dr. Windham-Bannister holds a Ph.D. in Health Policy and Management from the Florence Heller School at Brandeis University. She was a Post-Doctoral Fellow at Harvard University’s John F. Kennedy School and a Fellow in the Center for Science and Policy (CSAP) at Cambridge University, Cambridge, England. We believe that Dr. Windham-Bannister is qualified to serve as a director based on her status as an internationally recognized expert in innovation, market access, and market optimization strategies.

  9. Class I Directors (Terms Expire in 2028)

    Class I Directors (Terms Expire in 2028) Brady W. Dougan has served as a member of our Board since August 2021. He previously served as the chair of the board of directors of Legacy Humacyte from March 2019 to August 2021 and as a member of its board of directors since 2005. Since July 2015, Mr. Dougan has served as Chairman and Chief Executive Officer of Exos Securities (“Exos”). From May 2007 through June 2015, Mr. Dougan served as Chief Executive Officer and Member of the Executive Board of Credit Suisse Group AG and Credit Suisse AG, steering the bank through the financial crisis of 2008 and various reforms and changes in the banking industry. Prior to that time, Mr. Dougan served in various leadership positions at Credit Suisse. Mr. Dougan currently serves on the Board of Trustees for the University of Chicago. Mr. Dougan holds a B.A. in Economics and an M.B.A. in Finance from the University of Chicago. Mr. Dougan is married to Laura E. Niklason, Humacyte’s President and Chief Executive Officer and a member of our Board. We believe that Mr. Dougan is qualified to serve as a director based on his significant executive leadership experience and his extensive experience related to financing for public and private companies. C. Bruce Green has served as a member of our Board since 2022. Dr. Green served as the 20th Surgeon General of the U.S. Air Force from August 2009 through July 2012, during which time he oversaw all U.S. Air Force Medical Service activities, including a staff of over 42,800 people assigned to 75 medical facilities worldwide. Prior to serving as Surgeon General, Dr. Green served as Assistant Surgeon General for Health Care Operations from July 2005 to August 2006 and Deputy Surgeon General of the U.S. Air Force from August 2006 to August 2009. Dr. Green was commissioned through the Health Professions Scholarship Program and entered active duty with the U.S. Air Force in 1978. After 34 years of service, he retired from the Air Force in July 2012 with the rank of Lieutenant General. Dr. Green served as Director and Chief Medical Officer of Deloitte Federal Consulting from October 2013 until his retirement in 2022. Dr. Green completed residency training in family practice at Eglin Regional Hospital, Eglin Air Force Base, Florida, and in aerospace medicine at Brooks Air Force Base, Texas. He received his B.S. from the University of Wisconsin–Parkside, his M.D. from the Medical College of Wisconsin and his M.P.H. from the Harvard School of Public Health. We believe that Dr. Green is qualified to serve as a director based on his extensive healthcare management experience derived from his distinguished career and leadership positions with the U.S. Air Force Medical Service. Diane Seimetz has served as a member of our Board since 2022. Dr. Seimetz has over 25 years of international drug development, partnering and managerial experience in the biopharmaceutical industry. In 2013, she co-founded Biopharma Excellence and served as its Chief Executive Officer from December 2013 until June 2021. Biopharma Excellence was acquired by the PharmaLex Group in September 2020, and is now part of Cencora. Dr. Seimetz currently serves on the board of directors of Cumulus Oncology, GlycanAGE, Temedica and mbiomics. She is part of the scientific advisory board of the quadraScope fund. In 2023, she co-founded two biotech companies, Avocet Bio and Myopax. Dr. Seimetz began her professional career in 1999 with the Fresenius Healthcare Group and served as Executive Vice President of its biotech division and Chief Scientific Officer with responsibility for international drug development from 2008 to 2013. Dr. Seimetz received a degree in pharmaceutical science from the University of Saarland, a master’s degree in drug regulatory affairs from the University of Bonn, and a Ph.D. from the University of Heidelberg, for which her research work was conducted at the German Cancer Research Center and Johns Hopkins University. We believe that Dr. Seimetz is qualified to serve as a director based on her extensive experience in international drug development, partnering and managerial experience in the biopharmaceutical industry. Max Wallace has served as a member of our Board since August 2021 and previously served as a member of the Legacy Humacyte board of directors from June 2005 to August 2021. Mr. Wallace has served as the President of Round Table Research, a cancer research company, since March 2023. Mr. Wallace served as Chief Executive Officer of Accelerate Brain Cancer Cure, or ABC², a not-for-profit corporation seeking to drive research and treatments for brain tumors from August 2008 to December 2019. Prior to joining ABC², Mr. Wallace served as the Chief Executive Officer of TheraLogics, Inc. an early-stage biopharmaceutical company, and as President of Trimeris, Inc., a formerly public biopharmaceutical company founded by Mr. Wallace that created and brought to market a new class of drugs for the treatment of HIV, AIDS and other viral diseases and is now a part of Synageva BioPharma Corp. Mr. Wallace also founded and developed several other biopharmaceutical companies, including Cogent Neuroscience, Sphinx Pharmaceuticals Corporation, now a part of Lilly, and SARCO, Inc., now a part of PPD/Pharmaco, and co-founded and served as President of the North Carolina Bioscience Organization, the biotechnology industry’s trade organization in North Carolina. Mr. Wallace holds a B.A. in English and Political Science from Duke University and a J.D. from the University of Florida. We believe that Mr. Wallace is qualified to serve as a director based on the depth of his experience in the biotechnology industry, including his service in executive roles at multiple emerging biopharmaceutical companies and his oversight of the development and commercialization of innovative technologies.

  10. Director Not Standing for Re-election

    Director Not Standing for Re-election Todd M. Pope has served as a member of our Board since August 2021. Mr. Pope has been a partner of Revival Healthcare Capital since October 2022. Mr. Pope previously served as the President and Chief Executive Officer of WellAir Group Ltd., a leading clean air solutions company from February 2021 until March 2022. Prior to its acquisition by WellAir, Mr. Pope served as the Executive Chairman of UV Innovators, LLC, a developer of medical-grade handheld UVC disinfection technology, from February 2017 to February 2021. From 2008 to 2019, Mr. Pope served as the Chief Executive Officer of TransEnterix, Inc. (now Asensus Surgical, Inc.), a medical device company. He also previously served as worldwide president of Cordis, a multi-billion-dollar division within Johnson & Johnson’s medical device business. Mr. Pope currently serves on, and previously served as the chairman of, the board of directors of AdvaMed ACCEL, a medical technology industry group, the chairman of the board of Avania, a private medtech CRO, and a director of Distalmotion, a private Swiss robotics company. Mr. Pope also serves on the Educational Foundation for the University of North Carolina at Chapel Hill, where he is the immediate past executive chairman of the board. Time Magazine named Mr. Pope one of the “50 most influential people in healthcare 2018.” Mr. Pope holds a B.A. in Labor and Industrial Relations from the University of North Carolina. We believe that Mr. Pope’s extensive experience in key leadership positions at public and private companies within the healthcare industry has provided him with executive leadership, finance, strategic, risk management, commercialization and scientific expertise. On March 26, 2026, Todd M. Pope notified the Company that he intends not to stand for re-election at the Annual Meeting.

  11. Skills, Experiences and Backgrounds of our Director Nominees and Continuing Directors

    Skills, Experiences and Backgrounds of our Director Nominees and Continuing Directors Our Board believes that having a diverse mix of directors with complementary qualifications, expertise and attributes is essential to meeting its oversight responsibility. Our directors must consistently bring to bear practical wisdom and seasoned judgment gained from significant leadership skill and experience, while remaining adept at overseeing emerging risks and new business challenges. A mark in the chart below indicates a specific area of focus or expertise on which the board particularly relies or, for our director candidates, expects to rely. Not having a mark does not mean that the director does not possess that qualification or skill. Our director and director nominees biographies describe each director’s background and relevant experience in more detail.

  12. Summary Compensation Table

    Summary Compensation Table The following table presents information regarding the compensation awarded by, earned by or paid to Humacyte’s named executive officers during the fiscal years ended December 31, 2025 and 2024.

  13. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Laura E. Niklason | 2025 | 633,606 | 253,983 | — | 4,332,725(2) | 14,594(3) | 5,234,908 | | President and Chief Executive Officer | 2024 | 612,400 | 278,642 | — | — | 14,394(4) | 905,436 | | Dale A. Sander | 2025 | 545,968 | 174,957 | 382,653(5) | 1,013,502(6) | 14,578(7) | 2,131,658 | | Chief Financial Officer, Chief Corporate Development Officer and Treasurer | 2024 | 505,750 | 184,093 | — | — | 14,346(8) | 704,189 | | Shamik J. Parikh(9) | 2025 | 519,499 | 166,330 | 382,653(10) | 1,013,502(11) | 14,572(12) | 2,096,556 | | Chief Medical Officer | | | | | | | |

  14. Summary Compensation Table

    (1) Amounts represent the aggregate expense recognized for financial statement reporting purposes in accordance with ASC 718 for stock and option awards granted to our named executive officers. The fair value of RSUs is based on the market price of our common stock on the date of grant. ASC 718 expense for the option awards is based on the fair value of the awards on the date of grant using an option-pricing model. For additional information regarding the assumptions used in calculating the grant date fair value of the stock and option awards reported in this table, see the section of our Annual Report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates — Stock-Based Compensation.” (2) Reflects an option to purchase 1,130,311 shares of Humacyte common stock, which was granted in January 2025 as part of a company-wide grant to employees, and an option to purchase 311,100 shares of Humacyte common stock, which was granted in November 2025 as a special award to substantially all of the Company’s employees. (3) Consists of $14,000 in matching contributions under Humacyte’s 401(k) plans and $594 in life insurance premiums paid by Humacyte. (4) Consists of $13,800 in matching contributions under Humacyte’s 401(k) plans and $594 in life insurance premiums paid by Humacyte. (5) Reflects 311,100 RSUs granted in November 2025 as a special award, each of which represents the right to receive one share of Humacyte common stock upon vesting. Reflects an option to purchase 283,101 shares of Humacyte common stock, which was granted in January 2025 as part of a company-wide grant to employees. Consists of $14,000 in matching contributions under Humacyte’s 401(k) plans and $578 in life insurance premiums paid by Humacyte. (8) Consists of $13,800 in matching contributions under Humacyte’s 401(k) plans and $546 in life insurance premiums paid by Humacyte. (9) Dr. Parikh qualified as an NEO for the first time in 2025. (10) Reflects 311,100 RSUs granted in November 2025 as a special award, each of which represents the right to receive one share of Humacyte common stock upon vesting. (11) Reflects an option to purchase 283,101 shares of Humacyte common stock, which was granted in January 2025 as part of a company-wide grant to employees. (12) Consists of $14,000 in matching contributions under Humacyte’s 401(k) plans and $572 in life insurance premiums paid by Humacyte.

  15. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Our employment agreements with Drs. Niklason and Parikh and Mr. Sander provide for certain benefits upon termination. None of our NEOs’ employment agreements provide for additional payments in the event of a change in control. In the event that Dr. Niklason’s employment is terminated without cause or she resigns for good reason, including Humacyte’s material breach of Dr. Niklason’s employment agreement or an uncured material adverse change in Dr. Niklason’s compensation, as each such term is defined in her employment agreement, Humacyte will be obligated to pay her (i) an amount equal to 12 months of her then-current base salary (payable in substantially equal installments on the same payroll schedule applicable to her immediately prior to the termination of her employment); (ii) a pro rata portion, calculated per diem, of her bonus for the then-current fiscal year (as well as any accrued, earned and unpaid bonus from the preceding fiscal year); and (iii) reimbursement for the cost to Dr. Niklason to continue her and her family’s health insurance under Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for a period of 12 months. Each of the severance payments described above is subject to Dr. Niklason’s timely execution of a general release of potential claims against Humacyte and her compliance with her non-competition agreement. In the event that Mr. Sander’s or Dr. Parikh’s employment is terminated without cause or either resigns for good reason, including Humacyte’s material breach of Mr. Sander’s or Dr. Parikh’s employment agreement or an uncured material adverse change in Mr. Sander’s or Dr. Parikh’s compensation, as each such term is defined in the applicable employment agreement, Humacyte will be obligated to pay Mr. Sander or Dr. Parikh, as applicable, (i) any amounts due on the effective termination date, (ii) an amount equal to six months of their then-current base salary (payable in substantially equal installments on the same payroll schedule applicable to them immediately prior to the termination of his employment), (iii) a pro rata portion, calculated per diem, of their bonus for the then-current fiscal year and (iv) any accrued, earned and unpaid bonus from the preceding fiscal year. Each of the severance payments described above is subject to Mr. Sander’s or Dr. Parikh’s, as applicable, timely execution of a general release of potential claims against Humacyte and their compliance with their non-competition agreements. For purposes of the NEO’s employment agreements, the term “cause” generally includes: (a) the NEO’s death; (b) the NEO’s physical or mental disability that prevents the NEO from performing the essential functions of the NEO’s duties satisfactorily for a period of 180 days within any year; (c) any act or omission of the NEO’s constituting knowing and willful misconduct; (d) gross negligence; (e) fraud, misappropriation, embezzlement; (f) conviction of a non-traffic related felony; (g) violation of the Company’s conflict of interest policy or engaging in competitive business activities in violation of the relevant employment agreement; or (h) the NEO’s material breach of the relevant employment agreement or of the relevant non-competition agreement to which such NEO is a party. For purposes of the NEO’s employment agreements, the term “good reason” generally includes: (a) the Company’s material breach of the relevant employment agreement; (b) a material adverse change, by the Company without the NEO’s consent, in or to the NEO’s salary, expense reimbursement rights, bonus eligibility, authority or responsibilities, provided that NEO’s may only terminate for good reason if the Company fails to cure within a specified time period. The severance benefits that our NEOs may be entitled to receive under these agreements, as well as other benefits that our NEOs may be entitled to receive under other plans, may constitute parachute payments that are subject to the “golden parachute” rules of Section 280G of the Code and the excise tax of Section 4999 of the Code. If these payments are determined to be parachute payments, as calculated by our independent registered public accounting firm, the parachute payments will be reduced if, and only to the extent that, a reduction will allow the relevant NEO to receive a greater net after-tax amount than the NEO would receive absent a reduction.

  16. 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 held by our NEOs as of December 31, 2025. All awards in the table below that were granted prior to the closing of the Merger were granted under the 2015 Plan and awards granted following the Merger were granted under the 2021 Plan, each as described in more detail under “— Equity Incentive and Other Compensation Plans” below.

  17. Outstanding Equity Awards as of December 31, 2025

    | | | Option Awards(1) | | | | Stock Awards(2) | | | Name | Grant date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested(3) ($) | | Laura E. Niklason | 03/09/2016 | 157,558 | — | 2.56 | 03/09/2026 | — | — | | | 09/14/2016 | 262,596 | — | 3.44 | 09/14/2026 | — | — | | | 04/12/2018 | 131,298 | — | 6.54 | 04/12/2028 | — | — | | | 12/14/2020 | 2,625 | — | 10.28 | 12/14/2030 | — | — | | | 01/14/2021 | 1,312,984 | — | 10.28 | 01/14/2031 | — | — | | | 12/08/2022 | 333,375 | 111,125 | 3.07 | 12/08/2032 | — | — | | | 12/08/2023 | 401,500 | 401,500 | 2.80 | 12/08/2033 | — | — | | | 01/21/2025 | — | 1,130,311 | 4.56 | 01/21/2035 | — | — | | | 11/16/2025 | — | 311,100 | 1.23 | 11/16/2035 | — | — | | Dale A. Sander | 04/12/2018 | 17,068 | — | 6.54 | 04/12/2028 | — | — | | | 12/14/2020 | 2,625 | — | 10.28 | 12/14/2030 | — | — | | | 01/14/2021 | 183,817 | — | 10.28 | 01/14/2031 | — | — | | | 05/16/2021 | 210,076 | — | 10.28 | 05/16/2031 | — | — | | | 12/08/2022 | 102,000 | 34,000 | 3.07 | 12/08/2032 | — | — | | | 12/08/2023 | 150,500 | 150,500 | 2.80 | 12/08/2033 | — | — | | | 01/21/2025 | — | 283,101 | 4.56 | 01/21/2035 | — | — | | | 11/16/2025 | — | — | — | — | 311,100 | 298,656 | | Shamik J. Parikh | 04/04/2022 | 135,869 | 9,058 | 6.90 | 04/04/2032 | — | — | | | 12/08/2022 | 68,340 | 22,780 | 3.07 | 12/08/2032 | — | — | | | 12/08/2023 | 141,500 | 141,500 | 2.80 | 12/08/2033 | — | — | | | 01/21/2025 | — | 283,101 | 4.56 | 01/21/2035 | — | — | | | 11/16/2025 | — | — | — | — | 311,100 | 298,656 |

  18. Outstanding Equity Awards as of December 31, 2025

    One quarter of the options granted to Humacyte’s NEOs in 2022, 2023 and 2025 vested on the first anniversary of the applicable vesting commencement date and the remaining options will vest in equal installments of 1/48th of the total number of options over a period of 36 months thereafter. Options granted on December 14, 2020 vest as follows: (i) one-fifth on the first anniversary of the vesting commencement date, (ii) two-fifths in equal installments over a period of 24 months commencing on the first anniversary of the vesting commencement date, (iii) one-fifth upon the submission of a BLA to the FDA and (iv) one-fifth upon FDA approval of one of Humacyte’s product candidates. Options granted on November 16, 2025 vest as follows: (i) one-third on the 90th day following the vesting commencement date, (ii) one-third on the one-year anniversary of the vesting commencement date, and (iii) one-third on the two-year anniversary of the vesting commencement date, such that all of shares subject to the option will be fully vested on the two-year anniversary of the vesting commencement date. All other options granted to Humacyte’s NEOs that are reported in this table vest annually in three equal installments commencing on the first anniversary of the applicable vesting commencement date. The vesting commencement date for each option award is the same as the applicable grant date, except that the vesting commencement date for the option award granted to Dr. Niklason on January 14, 2021 was November 9, 2020. The vesting of the options may be accelerated in connection with certain corporate transactions, which generally include certain change in control transactions and are more fully described in the applicable incentive plan. The RSU grants represent a contingent right to receive one share of common stock for each RSU. The first 50% of the RSUs will vest on May 15, 2026, after which the remaining 50% of the RSUs will vest on May 15, 2027. (3) Amounts represent the market value, based on the last reported closing price of the Company’s common stock as of December 31, 2025 ($0.96), as reported by Nasdaq, of shares underlying RSUs held as of December 31, 2025.

  19. Non-Employee Director Compensation

    Non-Employee Director Compensation The following table sets forth information regarding compensation paid to Humacyte’s non-employee directors during 2025. Our director compensation policy provides for an annual cash retainer of $50,000 for each of our non-employee directors and an additional cash retainer of (i) $25,000 for the chair of the Board, (ii) $7,500 for the chair of the Audit Committee and (iii) $5,000 for the chair of each of the Nominating and Governance Committee and the Compensation Committee. Effective March 2025, our director compensation policy was amended to provide for an annual cash retainer of $5,000 for the chair of the Commercial Committee. In addition, effective March 2025 our director compensation policy was amended to provide for increases in each non-employee director’s annual equity grant as follows: (i) for each newly appointed director an increase in options to purchase shares of our common stock from 75,000 shares to 125,000 shares and (ii) for continuing directors, an increase in options to purchase shares of our common stock from 50,000 shares to 80,000 shares. In March 2026, our director compensation policy was amended to provide for additional cash retainers of (i) $35,000 for the chair of the Board, (ii) $5,000 for each member of a standing Board committee and (iii) $10,000 for the chair of each of the Audit Committee, the Nominating and Governance Committee, the Compensation Committee and the Commercial Committee. These amendments will become effective on July 1, 2026. A director who is also a Humacyte employee receives no additional compensation for his or her service as a director. Dr. Niklason did not receive any additional compensation for serving as a director in 2025.

  20. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Total ($) | | John P. Bamforth | 50,000 | 152,800 | 202,800 | | Emery N. Brown | 50,000 | 152,800 | 202,800 | | Michael T. Constantino | 57,500 | 152,800 | 210,300 | | Brady W. Dougan | 50,000 | 152,800 | 202,800 | | C. Bruce Green | 50,000 | 152,800 | 202,800 | | Keith Anthony Jones | 50,000 | 152,800 | 202,800 | | Todd M. Pope | 55,000 | 152,800 | 207,800 | | Kathleen Sebelius | 75,000 | 152,800 | 227,800 | | Diane Seimetz | 50,000 | 152,800 | 202,800 | | Max Wallace | 55,000 | 152,800 | 207,800 | | Susan Windham-Bannister | 55,000 | 152,800 | 207,800 |

  21. Non-Employee Director Compensation

    (1) The amount reported here does not reflect the actual economic value that may be realized by the director. In accordance with SEC rules, this amount represents the grant date fair value of the option award, calculated in accordance with Accounting Standards Update 2018-07, “Compensation — Stock Compensation (Topic 718).” For additional information regarding the assumptions used in calculating the grant date fair value of the stock options reported in this table, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates — Stock-Based Compensation” in our Annual Report. As of December 31, 2025, the following non-qualified stock option awards held by our current directors were outstanding: (i) options held by Dr. Bamforth to acquire 155,000 shares of common stock, (ii) options held by Dr. Brown to acquire 160,000 shares of common stock, (iii) options held by Mr. Constantino to acquire 160,000 shares of common stock, (iv) options held by Mr. Dougan to acquire 172,568 shares of common stock, (v) options held by Dr. Green to acquire 149,100 shares of common stock, (vi) options held by Dr. Jones to acquire 155,000 shares of common stock, (vii) options held by Mr. Pope to acquire 160,000 shares of common stock, (viii) options held by Ms. Sebelius to acquire 165,568 shares of common stock, (ix) options held by Dr. Seimetz to acquire 151,500 shares of common stock, (x) options held by Mr. Wallace to acquire 172,568 shares of common stock, and (xi) options held by Dr. Windham-Bannister to acquire 160,000 shares of our common stock.

  22. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K (“Item 402(v)”), we are providing the following information about the relationship between executive compensation actually paid ("CAP"), as defined under Item 402(v), and certain financial performance measures of the Company. For purposes of this disclosure, “PEO” means the Company’s principal executive officer and “non-PEO NEOs” means the Company’s named executive officers other than the PEO. The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to non-PEO NEOs” have been calculated in a manner consistent with Item 402(v). Use of the term “compensation actually paid” is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation.”

  23. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(5) ($) | Net Loss(6) ($) | | 2025 | 5,234,908 | (725,035) | 2,114,107 | 298,372 | 33.80 | (40,833,184) | | 2024 | 905,436 | 2,899,035 | 678,019 | 1,439,003 | 177.82 | (148,701,234) |

  24. Pay Versus Performance

    (1) The dollar amounts reported are the amounts of total compensation reported for Dr. Niklason (our President and Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table of this Proxy Statement. (2) The dollar amounts represent the amount of CAP to Dr. Niklason, as computed in accordance with Item 402(v). These dollar amounts do not reflect the actual amount of compensation earned by or paid to Dr. Niklason during the applicable year. In accordance with the requirements of Item 402(v), the following adjustments were made to Dr. Niklason's total compensation for each year to determine the CAP:

  25. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO ($) | Grant Date Fair Value of Awards Granted During the Year Included in SCT Total(a) ($) | Year-end Fair Value of Equity Awards Granted During the Year Outstanding and Unvested at Year-end ($) | Change in Fair Value During the Year of Equity Awards Granted in Prior Years Outstanding and Unvested at Year-end ($) | Change in Fair Value from Prior Year-end to Vesting Date of Equity Awards Granted in Prior Years That Vested During the Year ($) | Compensation Actually Paid to PEO ($) | | 2025 | 5,234,908 | (4,332,725) | 818,826 | (1,711,143) | (734,901) | (725,035) | | 2024 | 905,436 | — | — | 1,468,093 | 525,506 | 2,899,035 |

  26. Pay Versus Performance

    _____________________ (a) The grant date fair value of awards granted during the year outstanding and unvested at year-end represents the amount reported in the “Option Awards” column in the Summary Compensation Table for the applicable year. (3) The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding Dr. Niklason) in the “Total” column of the Summary Compensation Table of the Proxy Statement for each applicable year. The names of each of the NEOs (excluding Dr. Niklason) included for purposes of calculating the average amounts in each applicable year are as follows: (i) For 2025, Dale A. Sander (Chief Financial Officer, Chief Corporate Development Officer and Treasurer) and Shamik J. Parikh (Chief Medical Officer). (ii) For 2024, Dale A. Sander (Chief Financial Officer, Chief Corporate Development Officer and Treasurer) and Heather Prichard (former Chief Operating Officer). (4) The dollar amounts reported represent the average amount of CAP to the NEOs as a group (excluding Dr. Niklason), as computed in accordance with Item 402(v). The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Dr. Niklason) during the applicable year. In accordance with the requirements of Item 402(v), the following adjustments were made to average total compensation for the NEOs as a group (excluding Dr. Niklason) for each year to determine the CAP, using the same methodology described above in Note 2:

  27. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Grant Date Fair Value of Awards Granted During the Year Included in SCT Total(a) ($) | Average Year-end Fair Value of Equity Awards Granted During the Year Outstanding and Unvested at Year-end ($) | Average Change in Fair Value During the Year of Equity Awards Granted in Prior Years Outstanding and Unvested at Year-end ($) | Average Change in Fair Value from Prior Year-end to Vesting Date of Equity Awards Granted in Prior Years That Vested During the Year ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 2,114,107 | (1,396,155) | 445,302 | (590,930) | (273,952) | 298,372 | | 2024 | 678,019 | — | — | 506,596 | 254,388 | 1,439,003 |

  28. Pay Versus Performance

    (a) The grant date fair value of awards granted during the year represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (5) Total shareholder return (“TSR”) is calculated based on the value of a fixed $100 investment in Humacyte common stock as of December 29, 2023, for each measurement period presented, in accordance with Item 201(e) of Regulation S-K. Because the Company did not declare dividends in 2024 or 2025, the TSR amounts shown reflect only changes in stock price. (6) The amounts reported in this column represent the net loss attributable to Humacyte, Inc. as reflected in the Company’s audited consolidated financial statements for the applicable year.

  29. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table While the Company uses a number of factors in making executive compensation decisions, not all such factors are reflected in the Pay Versus Performance table above. In addition, the Company generally seeks to align executive compensation with both annual and longer-term performance, and therefore does not specifically align CAP, as calculated under Item 402(v) of Regulation S-K, with Company performance for a particular year. In accordance with Item 402(v), the Company is providing the following narrative discussion regarding the relationships between CAP and certain of the financial performance measures presented in the table. Relationship Between Compensation Actually Paid and Total Shareholder Return As reflected in the Pay Versus Performance table above, the Company’s TSR decreased from $177.82 at December 31, 2024 to $33.80 at December 31, 2025. CAP to the PEO and the average CAP to the Non-PEO NEOs also decreased in 2025 as compared to 2024. This relationship is largely attributable to the fact that, under Item 402(v), CAP reflects year-over-year changes in the fair value of equity awards, which are directly affected by changes in the Company’s stock price. As a result, the decline in the Company’s stock price during 2025 had a significant effect on the CAP amounts reported for 2025. Relationship Between Compensation Actually Paid and Net Loss As reflected in the Pay Versus Performance table above, the Company’s net loss improved from $148.7 million in 2024 to $40.8 million in 2025. The Company does not use net loss as a direct measure in determining compensation for its NEOs, but net loss is included in the Pay Versus Performance table because it is a required financial performance measure under Item 402(v) for smaller reporting companies. In addition, CAP, as calculated under Item 402(v), is significantly affected by changes in the fair value of equity awards from year to year and, accordingly, does not necessarily increase or decrease in a manner consistent with net loss. For that reason, although net loss is an important measure of the Company’s financial results, the Company does not view year-to-year changes in net loss as directly correlated with CAP for the periods presented.