DEF 14A of Septerna, Inc., Apr 30, 2026

DEF 14A of Septerna, Inc.

Filed Apr 30, 2026 · FY20250001193125-26-197404

Open on EDGAR

  1. PROPOSAL NO. 1 - ELECTION OF DIRECTORS

    PROPOSAL NO. 1 - ELECTION OF DIRECTORS Our board of directors currently consists of eight members. In accordance with the terms of our certificate of incorporation and bylaws, our board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows: the Class I directors are Abraham Bassan, M.S., Alan Ezekowitz, M.D., D.Phil., and Keith Gottesdiener, M.D., and their terms will expire at the annual meeting of stockholders to be held in 2028; • the Class II directors are Jake Simson, Ph. D. and Shalini Sharp, M.B.A., and their terms will expire at the Annual Meeting; and • the Class III directors are Jeffrey Finer, M.D., Ph.D., Bernard Coulie, M.D., Ph.D., M.B.A., and Jeffrey Tong, Ph.D, and their terms will expire at the annual meeting of stockholders to be held in 2027. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our certificate of incorporation and bylaws provide that the authorized number of directors may be fixed from time to time by resolution of the majority of our board of directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares of capital stock then entitled to vote in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. Our board of directors has nominated Jake Simson, Ph. D. and Shalini Sharp, M.B.A. for election as the Class II directors at the Annual Meeting. The nominees are presently directors and each has indicated a willingness to continue to serve as a director, if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our board of directors.

  2. Nominees for Election as Class II Directors

    Nominees for Election as Class II Directors The following table identifies our director nominees and sets forth their principal occupation and business experience during the last five years and their ages as of April 29, 2026.

  3. Nominees for Election as Class II Directors

    | Name | Positions and Offices Held with Septerna | Director Since | Age | | Shalini Sharp, M.B.A. | Director | 2024 | 51 | | Jake Simson, Ph.D. | Director | 2023 | 40 |

  4. Nominees for Election as Class II Directors

    Shalini Sharp, M.B.A., has served as a member of our board of directors since January 2024. Ms. Sharp served as Executive Vice President and Chief Financial Officer of Ultragenyx Pharmaceutical Inc. (Nasdaq: RARE), a publicly traded biopharmaceutical company, from May 2012 to October 2020. Previously, from August 2003 to May 2012, Ms. Sharp held positions of increasing responsibility at Agenus, Inc. (Nasdaq: AGEN), a publicly traded clinical-stage immune-oncology company, including as Chief Financial Officer, and also served as a member of its board of directors from May 2012 to June 2018. Earlier in her career, Ms. Sharp worked at Elan Pharmaceuticals, McKinsey & Company, and Goldman Sachs. Ms. Sharp currently serves on the boards of directors of BeOne Medicines Ltd. (formerly Beigene, Ltd. (Nasdaq: ONC, OTC: BEIGF)), a publicly traded oncology company, since September 2024, Neurocrine Biosciences, Inc. (Nasdaq: NBIX), a publicly traded biopharmaceutical company, since February 2020, and Organon & Co (Nasdaq: OGN), a publicly traded healthcare company, since May 2021. Ms. Sharp previously served on the board of directors of Mirati Therapeutics, Inc. (acquired by Bristol-Myers Squibb Company), a then publicly traded commercial-stage oncology company, from March 2021 to January 2024, Sutro Biopharma, Inc. (Nasdaq: STRO), a publicly traded biopharmaceutical company, from November 2018 to November 2023, and Precision BioSciences, Inc. (Nasdaq: DTIL), a publicly traded gene editing company, from December 2018 to June 2022. Ms. Sharp obtained her B.A. in English and American Literature and Languages from Harvard College and her M.B.A. from Harvard Business School. We believe Ms. Sharp is qualified to serve on our board of directors because of her extensive experience and expertise in financial management and executive leadership at various biopharmaceutical companies, as well as her service on the boards of directors of numerous companies. Jake Simson, Ph.D., has served as a member of our board of directors since June 2023. Dr. Simson has served as a Partner at RA Capital, a multi-stage life sciences investment firm, since December 2020. From July 2013 to December 2020, Dr. Simson served as an Associate, Analyst and then a Principal at RA Capital. Dr. Simson currently serves on the boards of directors of Bicara Therapeutics Inc. (Nasdaq: BCAX), a publicly traded biopharmaceutical company, since March 2023, Janux Therapeutics, Inc. (Nasdaq: JANX), a publicly traded immunotherapy company, since March 2021, and Tyra Biosciences, Inc. (Nasdaq: TYRA), a publicly traded precision medicine company, since January 2020, as well as on the boards of directors of numerous privately-held biotechnology companies. Dr. Simson previously served on the board of directors of Dice Therapeutics, Inc. (Nasdaq: DICE), a publicly traded biopharmaceutical company, from December 2020 until August 2023, when it was acquired by Eli Lilly and Company. Dr. Simson obtained his S.B. in Materials Science and Engineering from the Massachusetts Institute of Technology and his Ph.D. in Biomedical Engineering from Johns Hopkins University. We believe that Dr. Simson is qualified to serve on our board of directors because of his significant industry experience as an investor in the biopharmaceutical industry and educational background. The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if the nominees are unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominees as our board of directors may designate.

  5. Directors Continuing in Office

    Directors Continuing in Office The following table identifies our continuing directors and sets forth their principal occupation and business experience during the last five years and their ages as of April 29, 2026.

  6. Directors Continuing in Office

    | Name | Position and Offices Held with Septerna | Director Since | Class and Year in Which Term Will Expire | Age | | Jeffrey Finer, M.D., Ph.D. | Chief Executive Officer and Director | 2021 | Class III - 2027 | 60 | | Jeffrey Tong, Ph.D. | Chairman and Director | 2019 | Class III - 2027 | 51 | | Bernard Coulie, M.D., Ph.D., M.B.A. | Director | 2023 | Class III - 2027 | 60 | | Abraham Bassan, M.S. | Director | 2021 | Class I - 2028 | 41 | | Alan Ezekowitz, M.D., D.Phil. | Director | 2022 | Class I - 2028 | 72 | | Keith Gottesdiener, M.D. | Director | 2025 | Class I - 2028 | 72 |

  7. Class I Directors (Term Expires at 2028 Annual Meeting)

    Class I Directors (Term Expires at 2028 Annual Meeting) Abraham Bassan, M.S., has served as a member of our board of directors since November 2021. Since April 2021, Mr. Bassan has served as a Partner at Samsara BioCapital L.P., a privately held life science investment firm, where he served as a Vice President from July 2017 to April 2021. Since May 2022, Mr. Bassan has served as the interim CEO, President and a Director at Link Cell Therapies Inc., a privately held biotechnology company. From February 2021 to May 2022, Mr. Bassan served as President of Cargo Therapeutics, Inc. (Nasdaq: CRGX), a then privately held clinical-stage cell therapies company. Prior to that, from December 2014 to July 2017, Mr. Bassan served as Director of Program Biology at Revolution Medicines, Inc. (Nasdaq: RVMD), a then privately held oncology company. Prior to that, from September 2012 to September 2014, Mr. Bassan served as the founder and Chief Executive Officer of Aurora Medical, Inc., a privately held molecular diagnostics testing services company. From 2010 to 2012, Mr. Bassan served as an Associate Director of Program Management at bluebird bio, Inc. (Nasdaq: BLUE) (bluebird bio), a then privately held biotechnology company, where he was the Project Manager for several of the company’s gene therapy programs. Earlier in his career, Mr. Bassan was an Associate at Third Rock Ventures, LLC, where he played a leading role in the firm’s investment in bluebird bio, as well as the ideation of Blueprint Medicines Corporation (Nasdaq: BPMC), a publicly traded precision medicine oncology company. Mr. Bassan has served on the board of directors of Rani Therapeutics Holdings, Inc. (Nasdaq: RANI) since October 2025. Mr. Bassan previously served on the boards of directors of several publicly traded biotechnology companies, including Cargo Therapeutics, Inc. (Nasdaq CRGX) from February 2021 to August 2025, and Graphite Bio, Inc. (merged with LENZ Therapeutics, Inc. (Nasdaq: LENZ)), from June 2020 to March 2024, and on the boards of directors of numerous privately held biotechnology companies. Mr. Bassan obtained his B.A. in Molecular Biology from Princeton University and his M.S. in Developmental Biology from Stanford University. We believe that Mr. Bassan is qualified to serve as a member of our board of directors because of his education and experience in the life sciences field, venture capital experience, as well as his service on the boards of directors of numerous companies. Alan Ezekowitz, M.D., D.Phil., has served as a member of our board of directors since December 2022, and previously served as our interim Chief Medical Officer from January 2022 to September 2024. Dr. Ezekowitz has served as an Advisory Partner at Third Rock Ventures, LLC, a leading biotech venture and company-formation fund, since January 2024, and was previously a Venture Partner at Third Rock Ventures from December 2019 to December 2023. Previously, from November 2011 to June 2019, Dr. Ezekowitz served as the President and Chief Executive Officer of Abide Therapeutics, Inc., a privately held biopharmaceutical company that he co-founded, which he oversaw through its acquisition by H. Lundbeck A/S in 2019. Earlier in his career, from March 2006 to March 2011, Dr. Ezekowitz was the Senior Vice President and Franchise Head at Merck Research Laboratories (Merck), a healthcare company, where he was responsible for the bone, respiratory, immunology, inflammation, dermatology, and endocrine franchises. Prior to joining Merck, Dr. Ezekowitz served at the Harvard Medical School as the Charles Wilder Professor of Pediatrics from June 1995 to March 2005, as the Head of Laboratory for Development Immunology and Principal of the Cancer Center and later as Chief of Pediatric Services at the Massachusetts General Hospital for Children from June 1995 to April 2006, and as a director of the Partners Healthcare System from 2000 to 2006. Dr. Ezekowitz currently serves as a member of the boards of directors of Fulcrum Therapeutics, Inc. (Nasdaq: FULC), a publicly traded small molecule drug discovery company, since December 2016 and Organon & Co. (NYSE: OGN), a global healthcare company, since June 2021. Dr. Ezekowitz was honored in 2008 with the establishment of the R. Alan B. Ezekowitz Professorship in Pediatrics at Harvard Medical School. He was the Principal Investigator of an NIH Program Project Grant that included Jules Hoffman, Charles Janeway and Fotis Kafatos who led to the discovery of the TOLL receptors and contributed greatly to the understanding of the field of innate immunity. Dr. Ezekowitz obtained his M.D. from the University of Cape Town in South Africa and his D.Phil. in Cellular and Molecular Biology from the University of Oxford. We believe Dr. Ezekowitz is qualified to serve on our board of directors because of his considerable qualifications, attributes and skills, including his distinguished scientific background, experience in leadership roles in the biopharmaceutical industry, venture capital experience as well as his service on the boards of directors of numerous companies. Keith Gottesdiener, M.D., has served as a member of our board of directors since September 2025. Dr. Gottesdiener previously served as President, Chief Executive Officer and a member of the board of directors of Prime Medicine, Inc. (Nasdaq: PRME), a publicly traded biotechnology company, from July 2020 to May 2025. Prior to that, Dr. Gottesdiener served as Chief Executive Officer and a member of the board of directors of Rhythm Pharmaceuticals, Inc. (Nasdaq: RYTM), a publicly traded biopharmaceutical company, from October 2011 to March 2020. Before joining the biotechnology industry, Dr. Gottesdiener spent 16 years at Merck Research Laboratories, where he held positions of increasing responsibility, including serving as a leader of Merck’s late clinical development organization from 2006 to 2011 and leading Merck’s early clinical development across all therapeutic areas from 2001 through early 2006. Earlier in his career, he was Associate Professor of Medicine at Columbia University College of Physicians and Surgeons. Dr. Gottesdiener previously served on the board of directors of Intercept Pharmaceuticals, Inc. a biopharmaceutical company, from 2017 to 2024. He received his M.D. from the University of Pennsylvania Medical School and his B.A. in Applied Mathematics from Harvard College. We believe Dr. Gottesdiener is qualified to serve on our board of directors because of his extensive executive leadership and drug development experience at various biopharmaceutical companies, as well as his distinguished scientific background.

  8. Class III Directors (Term Expires at 2027 Annual Meeting)

    Class III Directors (Term Expires at 2027 Annual Meeting) Jeffrey Finer, M.D., Ph.D., has served as our Chief Executive Officer and as a member of our board of directors since November 2021 and served as our President from December 2019 to August 2025. Since 2016, Dr. Finer has served as a Venture Partner at Third Rock Ventures, LLC, a leading biotech venture and company-formation fund, where he was involved in the founding and launching of multiple biotech companies. Prior to joining us, Dr. Finer held positions as interim Chief Technology Officer at Ambys Medicines, Inc., a privately held cell and gene therapy company, from 2017 to May 2019, and at Maze Therapeutics, Inc., a small-molecule precision medicine company, from 2016 to June 2019. Earlier in his career, Dr. Finer held numerous research and development leadership positions, including as Director, Drug Discovery Technologies at Cytokinetics, Inc. (Nasdaq: CYTK), a publicly traded small-molecule biopharmaceutical company, from 1998 to 2007, as Vice President, Discovery at Five Prime Therapeutics, Inc. (acquired by Amgen, Inc. (Nasdaq: AMGN)), a protein therapeutics company, from January 2007 to August 2011, and as Vice President, Molecular & Cellular Biology and later as Vice President, Research Technology at Theravance Biopharma, Inc. (Nasdaq: TBPH), a publicly traded biopharmaceutical company focused on multiple therapeutic areas, from 2011 to 2016. Dr. Finer holds B.S. degrees in each of Chemistry and Biology from Massachusetts Institute of Technology, and a M.D. degree and a Ph.D. in Biochemistry from Stanford University School of Medicine. Dr. Finer completed residency training in Internal Medicine at Stanford University, and residency training in Ophthalmology at Massachusetts Eye & Ear Infirmary and Harvard Medical School. We believe that Dr. Finer is qualified to serve on our board of directors based on his extensive experience as a senior executive in the pharmaceutical industry, his drug development expertise, his research work for both medical and academic institutions, his public company experience, as well as his knowledge of our company based on his role as our President and Chief Executive Officer. Jeffrey Tong, Ph.D., has served as a member of our board of directors since December 2019, as Chairman of our board of directors since November 2021, and previously served as our interim Chief Executive Officer from December 2019 to November 2021. From December 2021 to October 2023, he was interim Chief Executive Officer of Marea Therapeutics, Inc., a privately held biotechnology company. Dr. Tong is currently a Partner at Third Rock Ventures, where he has worked since May 2016. Dr. Tong has served as a member of the board of directors for Candid Therapeutics, Inc., a privately held biotechnology company, since 2024. Earlier in his career, Dr. Tong served as the Executive Chairman of the board of directors of Delinia, Inc. (acquired by Celgene Corporation) and President and Chief Executive Officer of Nora Therapeutics, Inc., each a privately held biotechnology company. Prior to that, Dr. Tong was VP of Corporate and Product Development at Infinity Pharmaceuticals, Inc., held a position at McKinsey & Co., and was a founding researcher at the Harvard Bauer Center for Genomics Research. Dr. Tong currently serves on the boards of directors of numerous privately held biotechnology companies. Dr. Tong previously served on the board of directors of Nurix Therapeutics, Inc. (Nasdaq: NRIX), a publicly traded clinical stage biotechnology company, from February 2018 to May 2022, Rapport Therapeutics, Inc. (Nasdaq; RAPP), a publicly traded precision small molecule biopharmaceutical company, from December 2022 to November 2024, and Maze Therapeutics, Inc. (Nasdaq: MAZE), a then privately held clinical stage biopharmaceutical company, from November 2018 until the completion of its initial public offering in February 2025. Dr. Tong obtained his A.B. in Biochemical Sciences from Harvard University, his A.M. and Ph.D. in Chemistry from Harvard Graduate School of Arts and Sciences and his M.M.S. from Harvard Medical School We believe that Dr. Tong is qualified to serve on our board of directors based on his significant experience building and leading successful biotechnology companies and his scientific expertise. Bernard Coulie, M.D., Ph.D., M.B.A., has served as a member of our board of directors since December 2023. Dr. Coulie has served as the President, Chief Executive Officer and a member of the board of directors of Pliant Therapeutics, Inc. (Nasdaq: PLRX) (Pliant), a publicly traded late-stage biopharmaceutical company, since February 2016. Prior to joining Pliant, Dr. Coulie co-founded ActoGeniX N.V. (ActoGeniX), a biopharmaceutical company, and held roles of increasing responsibility, including as Vice President R&D, Chief Medical Officer, and Chief Executive Officer, from September 2006 until February 2015, when it was acquired by Intrexon Corporation. Prior to co-founding ActoGeniX, Dr. Coulie held various positions with increasing responsibility in drug discovery and clinical development at Johnson & Johnson Pharmaceutical Research and Development Europe. Earlier in his career, Dr. Coulie was a Staff Physician in the Department of Gastroenterology and Hepatology at Mayo Clinic, Assistant Professor in Medicine at Mayo Medical School and a Mayo Foundation scholar. Dr. Coulie is currently serving as a director and chairman of Dualyx N.V., a privately held biotechnology company based in Belgium, and as a member of the board of directors of Charcot-Marie-Tooth Association, a non-profit patient advocacy organization dedicated to the development of new drugs to treat Charcot-Marie-Tooth disease. Dr. Coulie previously served as a director of SQZ Biotechnologies Company (formerly Nasdaq: SQZB, until its acquisition by STEMCELL Technologies Canada Acquisitions, Inc.) from July 2021 to March 2024, Calypso Biotech B.V. (acquired by Novartis AG (NYSE: NVS)) from February 2019 to January 2024, Myoscience, Inc. (acquired by Pacira BioSciences, Inc.) from June 2016 until March 2019, Biogazelle N.V. (acquired by CellCarta Biosciences Inc.) from July 2015 until November 2018, and ActoGeniX (acquired by Intrexon Corporation) from April 2010 until February 2015. Dr. Coulie is a board-certified internist and received his M.D. and Ph.D. from the University of Leuven, Belgium and his M.B.A. from the Vlerick Business School, Leuven, Belgium. We believe Dr. Coulie is qualified to serve on our board of directors because of his extensive experience and expertise in operations management and executive leadership at various biopharmaceutical companies, as well as his service on the boards of directors of numerous companies. There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified in this proxy statement, with a corporation or organization that is not a parent, subsidiary or other affiliate of ours. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or in which any such person has a material interest adverse to us.

  9. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards It is the policy of the board of directors and the compensation committee to not take material, non-public information into account when determining the timing of equity awards in order to take advantage of a depressed stock price or an anticipated increase in stock price. Similarly, it is our practice not to time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. We generally grant equity awards on a regularly scheduled basis in accordance with our equity award grant policy. Typically, annual equity awards to eligible employees, including our executive officers, are effective on the fifth trading day of the month following approval of such awards, which approval generally occurs at the regularly-scheduled meeting of our board of directors, our compensation committee, or its delegate(s) (as applicable). Annual awards to members of our board of directors are made on the date of our annual meeting of stockholders and awards to new directors are made upon initial election or appointment. Awards to new hires or in connection with a promotion are generally made on a regular basis and shall become effective on the fifth trading day of the month following the later of approval of the award or the employee’s date of hire or promotion, as applicable. Our board of directors approved the grant of stock option awards to Dr. Finer, Ms. Bhatt and Mr. Labrucherie on August 7, 2025, which was within four business days of filing a Form 8-K with our second quarter results and our Form 10-Q for the quarter ended June 30, 2025, each on August 11, 2025. Information regarding these option grants is below:

  10. Policies and Practices Related to the Grant of Certain Equity Awards

    | Name | Grant Date | Number of Securities Underlying the Award | Exercise Price of the Award | Grant Date Fair Value of the Award1 | Percentage change in the closing of market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information | | Jeffrey Finer, M.D., Ph.D. | 8/7/2025 | 210,000 | $11.70 | $1,891,701 | -2.5% | | Liz Bhatt, M.S., M.B.A. | 8/7/2025 | 95,000 | $11.70 | $855,770 | -2.5% | | Gil M. Labrucherie, CFA, J.D. | 8/7/2025 | 37,500 | $11.70 | $337,804 | -2.5% |

  11. Policies and Practices Related to the Grant of Certain Equity Awards

    (1) The amounts reported in this column reflects the grant date fair value of the stock options as determined under the principles used to calculate the grant date fair value of equity awards for purposes of our financial statements in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For a discussion of the assumptions and methodologies used to value the award, please see Note 10 to our Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 9, 2026.

  12. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION As an “emerging growth company,” we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act of 1933, as amended (the “Securities Act”). This section provides an overview of the compensation awarded to, earned by, or paid to each individual who served as our principal executive officer during our fiscal year 2025, and our two most highly compensated executive officers (other than our principal executive officer) who were serving as executive officers as of December 31, 2025. We refer to these individuals as our named executive officers. The compensation provided to our named executive officers for the fiscal year ended December 31, 2025, is detailed in the 2025 Summary Compensation Table and accompanying footnotes and narrative that follow. Our named executive officers for the fiscal year ended December 31, 2025, are: Jeffrey Finer, M.D., Ph.D., our Chief Executive Officer; • Liz Bhatt, M.S., M.B.A., our President and Chief Operating Officer; and • Gil M. Labrucherie, CFA, J.D., our Chief Financial Officer.

  13. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table presents information regarding the total compensation awarded to, earned by, and paid to our named executive officers for services rendered to us in all capacities for the fiscal years ended December 31, 2025 and December 31, 2024.

  14. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jeffrey Finer, M.D., Ph.D | 2025 | 635,000 | 401,638 | — | 1,891,701 | 5,000 | 2,933,339 | | Chief Executive Officer | 2024 | 550,193 | 365,878 | — | 3,801,342 | 3,000 | 4,720,413 | | Liz Bhatt, M.S., M.B.A | 2025 | 500,000 | 230,000 | — | 855,770 | 5,000 | 1,590,770 | | President and Chief Operating Officer | 2024 | 449,559 | 209,270 | — | 956,832 | 3,000 | 1,618,661 | | Gil M. Labrucherie, CFA, J.D. | 2025 | 479,489 | 223,100 | — | 2,535,337 | 2,425 | 3,240,351 | | Chief Financial Officer(4) | | | | | | | |

  15. 2025 Summary Compensation Table

    (1) The amounts reported consist of for Dr. Finer, Ms. Bhatt and Mr. Labrucherie, $401,638, $230,000, and $223,100, respectively, for discretionary annual bonuses earned for the fiscal year ended December 31, 2025. (2) The amounts reported represent the aggregate grant date fair value of time-based stock options awarded to our named executive officers during the fiscal year ended December 31, 2025, calculated in accordance with FASB ASC Topic 718, disregarding estimated forfeitures related to service-based vesting. For a description of the assumptions used in determining these values, see Note 10 to our Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 9, 2026. The amount reported in this column reflects the accounting cost for the stock options and does not correspond to the actual economic value that may be received by our named executive officers upon the exercise of the stock options or any sale of the underlying shares. (3) The amounts reported represent 401(k) matching contributions made by the Company to our named executive officers. Mr. Labrucherie commenced employment with the Company on January 6, 2025 and was not a named executive officer for 2024. His annual base salary for 2025 was pro-rated accordingly.

  16. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information concerning outstanding equity awards held by our named executive officers as of December 31, 2025. Awards granted prior to October 2024 were under our 2021 Stock Option and Grant Plan, as amended from time to time (the “2021 Plan”) and awards granted following October 2024 were under the 2024 Plan.

  17. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | Vesting Commencement | Number of Securities Underlying Unexercised Options (#) | Number of Securities Underlying Unexercised Options (#) | Option Exercise | Option Expiration | Number of Shares or Units of Stock That Have Not | Market Value of Shares or Units of Stock That Have Not Vested | | Name | Grant Date | Date | Exercisable | Unexercisable | Price ($) | Date | Vested (#) | ($)(1) | | | 9/13/2022 | 8/2/2022 | — | — | — | — | 87,105(2) | 2,428,487 | | | 11/12/2023 | 8/1/2023 | 208,790(2) | 188,422(2) | 2.76 | 11/11/2033 | — | — | | | 3/20/2024 | 3/1/2024 | 131,895(2) | 169,580(2) | 2.76 | 3/19/2034 | — | — | | Jeffrey Finer, | 9/23/2024 | 10/28/2024 | 101,622(2) | 246,797(2) | 6.81 | 9/22/2034 | — | — | | M.D., Ph.D | 8/7/2025 | 8/1/2025 | 17,500(2) | 192,500(2) | 11.70 | 8/6/2035 | — | — | | | 9/13/2022 | 6/15/2022 | — | — | — | — | 21,776(3) | 607,115 | | | 11/12/2023 | 8/1/2023 | 51,713(2) | 36,938(2) | 2.76 | 11/11/2033 | — | — | | | 3/20/2024 | 3/1/2024 | 25,856(2) | 33,244(2) | 2.76 | 3/19/2034 | — | — | | Liz Bhatt, | 9/23/2024 | 10/28/2024 | 27,099(2) | 65,812(2) | 6.81 | 9/22/2034 | — | — | | M.S., M.B.A | 8/7/2025 | 8/1/2025 | 7,916(2) | 87,084(2) | 11.70 | 8/6/2035 | — | — | | Gil M. Labrucherie, | 2/7/2025 | 1/6/2025 | —(3) | 222,000(3) | 13.09 | 2/6/2035 | — | — | | CFA, J.D. | 8/7/2025 | 8/1/2025 | —(4) | 37,500(4) | 11.70 | 8/6/2035 | — | — |

  18. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1) This column represents the market value of unvested shares and is calculated by multiplying the number of unvested shares by the closing market price of our common stock on December 31, 2025, the last trading day of the year, as reported by Nasdaq ($27.88). (2) The shares underlying the stock option award or restricted stock award, as applicable, vest in 48 equal monthly installments over a four-year period, commencing on the vesting commencement date, subject to the applicable named executive officer’s continued service relationship through each applicable vesting date. The award is also subject to certain acceleration of vesting rights as set forth in the Severance Plan, as described above. (3) The shares underlying the stock option award or restricted stock award, as applicable, vest as follows: 25% of such shares vested on the first anniversary of the vesting commencement date, and the remaining 75% of the shares vest in 36 equal monthly installments over the following three years, subject to the applicable named executive officer’s continued service relationship through each applicable vesting date. The award is also subject to certain acceleration of vesting rights as set forth in the Severance Plan, as described above. (4) The shares underlying the stock option award vest as follows: 1/8th of such shares vested on the six month anniversary of the vesting commencement date, and the remaining shares vest 1/48th each month thereafter for 42 months, subject to the applicable named executive officer’s continued service relationship through each applicable vesting date. The award is also subject to certain acceleration of vesting rights as set forth in the Severance Plan, as described above.

  19. Director Compensation

    Director Compensation The following table presents the total compensation paid by the Company to non-employee members of our board of directors during the fiscal year ended December 31, 2025. Dr. Finer, our Chief Executive Officer, does not receive any compensation from the Company for his service on our board of directors. See the section titled “Executive and Director Compensation” for more information on the compensation paid to or earned by Dr. Finer as an employee for the year ended December 31, 2025.

  20. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2) | All Other Compensation ($) | Total ($) | | Abraham Bassan, M.S.(3) | 57,500 | 124,904 | | 182,404 | | Bernard Coulie, M.D., Ph.D., M.B.A.(4) | 58,826 | 124,904 | | 183,730 | | Alan Ezekowitz, M.D., D. Phil.(5) | 46,826 | 124,904 | 114,000(6) | 285,730 | | Shalini Sharp, M.B.A.(7) | 61,000 | 124,904 | | 185,904 | | Jake Simson, Ph.D.(8) | 46,000 | 124,904 | | 170,904 | | Jeffrey Tong, Ph.D.(9) | 77,500 | 124,904 | | 202,404 | | Keith Gottesdiener, M.D.(10)(11) | 15,446 | 421,762 | | 437,208 |

  21. Director Compensation

    Represents fees earned during 2025. (2) The amounts reported represent the aggregate grant date fair value of stock options awarded to our non-employee directors during the fiscal year ended December 31, 2025, calculated in accordance with FASB ASC Topic 718, disregarding estimated forfeitures related to service-based vesting. For a description of the assumptions used in determining these values, see Note 10 to our Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The amount reported in this column reflects the accounting cost for the stock options and does not correspond to the actual economic value that may be received by our non-employee directors upon the exercise of the stock options or any sale of the underlying shares. (3) As of December 31, 2025, Mr. Bassan held options to purchase an aggregate of 29,979 shares of common stock, 26,640 of which are unvested as of such date. (4) As of December 31, 2025, Dr. Coulie held options to purchase an aggregate of 68,884 shares of common stock, 46,710 of which are unvested as of such date. (5) As of December 31, 2025, Dr. Ezekowitz held options to purchase an aggregate of 91,531 shares of common stock, 29,543 of which are unvested as of such date. (6) Amount represents consulting fees paid to Dr. Ezekowitz for consulting services to us, as discussed further under Certain Relationships and Related Party Transactions--Service Agreement with Third Rock Ventures. As of December 31, 2025, Ms. Sharp held options to purchase an aggregate of 68,884 shares of common stock, 48,525 of which are unvested as of such date. As of December 31, 2025, Dr. Simson held options to purchase an aggregate of 29,979 shares of common stock, 26,640 of which are unvested as of such date. As of December 31, 2025, Dr. Tong held options to purchase an aggregate of 29,979 shares of common stock, 26,640 of which are unvested as of such date. (10) Dr. Gottesdiener joined our board of directors on September 25, 2025. (11) As of December 31, 2025, Dr. Gottesdiener held options to purchase an aggregate of 33,246 shares of common stock, 30,476 of which are unvested as of such date.

  22. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our board of directors adopted a non-employee director compensation policy that is periodically reviewed and updated with the assistance of our external compensation consultant. This policy is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the current policy adopted on March 18, 2026 (the “A&R Policy”) and the policy in effect prior to such amendment (the “Prior Policy”), each director who is not an employee will be paid cash compensation as set forth below:

  23. Non-Employee Director Compensation Policy

    | Annual Retainer for Board Membership: | A&R Policy (Effective March 18, 2026) | Prior Policy (Effective Until March 17, 2026) | | Members | $40,000 | $40,000 | | Additional retainer for non-executive chair | $30,000 | $30,000 | | Additional Annual Retainer for Committee Membership: Audit Committee: | | | | Members (other than chair) | $10,000 | $7,500 | | Chair | $20,000 | $15,000 | | Compensation Committee: | | | | Members (other than chair) | $6,000 | $6,000 | | Chair | $12,000 | $12,000 | | Nominating and Corporate Governance Committee: | | | | Members (other than chair) | $5,000 | $5,000 | | Chair | $10,000 | $10,000 | | Research and Development Committee: | | | | Members (other than chair) | $6,000 | — | | Chair | $12,000 | — |

  24. Non-Employee Director Compensation Policy

    In September 2025, in light of the formation of the research and development committee, our board of directors, based upon the recommendation of the compensation committee, amended the non-employee compensation policy to include additional annual retainer for the research and development committee as follows: The annual cash retainer payable to the member of research and development committee (other than chair) be $6,000. The annual cash retainer payable to the research and development committee chair be $12,000. In addition, the A&R Policy provides that, upon initial election or appointment to our board of directors, each non-employee director will be granted a one-time stock option to purchase 30,000 shares (33,246 shares under the Prior Policy) of our common stock (Director Initial Grant). The Director Initial Grant will vest in equal monthly installments over three years following the grant date, subject to continued service through the applicable vesting date. The Director Initial Grant will expire ten years from the date of grant and have an exercise price per share equal to the fair market value of our common stock on the date of grant. Furthermore, on the date of each annual meeting of stockholders, each non-employee director who continues as a non-employee director following such meeting (other than a director receiving a Director Initial Grant) will be granted an annual stock option to purchase 15,000 shares (16,623 shares under the Prior Policy) of our common stock (Director Annual Grant). The Director Annual Grant will vest in full upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the next annual meeting of our stockholders, subject to continued service through the applicable vesting date. If a non-employee director joins our board of directors on a date other than the date of the annual meeting of our stockholders, then in lieu of the Director Annual Grant, such non-employee director will be granted a prorated portion of the Director Annual Grant corresponding to such partial year of service at the next annual meeting of stockholders. The pro-rated Director Annual Grant will vest in full upon the earlier of (A) the first anniversary of the date of grant or (B) the date of the next annual meeting of our stockholders, subject to continued service through the applicable vesting date. The Director Annual Grant (including any pro-rata portions thereof) will expire ten years from the date of grant and have an exercise price per share equal to the fair market value of our common stock on the date of grant. The Director Initial Grants and the Director Annual Grants (including any pro-rata portions thereof) are subject to full accelerated vesting upon the sale of the Company. The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any non-employee director for service as a non-employee director in a calendar year period will not exceed $1,000,000 in the first calendar year such individual becomes a non-employee director and $750,000 in any other calendar year. We will reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our board of directors or any committee thereof.