DEF 14A of Prime Medicine, Inc., Apr 23, 2026

DEF 14A of Prime Medicine, Inc.

Filed Apr 23, 2026 · FY20250001628280-26-026697

Open on EDGAR

  1. Nominees for Election as Class I Directors

    Nominees for Election as Class I Directors Michael A. Kelly has served as a member of our Board since November 2021. Mr. Kelly is currently acting as Founder & President of Sentry Hill Partners, LLC, a global life sciences transformation and management consulting business founded by Mr. Kelly in January 2018. From February 2003 to December 2017, he was a senior executive of Amgen, Inc., a biotechnology company, where he most recently served as Senior Vice President, Global Business Services and Vice President & Chief Financial Officer, International Commercial Operations. He also serves on the boards of directors of: Amicus Therapeutics, Inc., a biotechnology company, which he joined in December 2020; DMC Global Inc., a composite materials and oil field products company, which he joined in July 2020; NeoGenomics Laboratories, Inc., a genetics testing company, which he joined in July 2020, and nChroma Bio, Inc., a biotechnology company, which he joined in December 2024. Mr. Kelly previously served on the boards of directors of Aprea Therapeutics, Inc., a biotechnology company, from September 2020 to May 2022, Hookipa Pharma Inc., a biopharmaceutical company, from February 2019 to April 2023, and Chroma Medicine (which merged with Nvelop Therapeutics in December 2024 to form nChroma Bio, Inc.), a biotechnology company, from February 2023 to December 2024. Mr. Kelly has also held positions at Tanox, Inc., Biogen, Inc., and Nutrasweet Kelco Company, a division of Monsanto Life Sciences. He also serves on the Council of Advisors and was the former audit committee chairman for Direct Relief, a humanitarian aid organization focused on health outcomes and disaster relief. Mr. Kelly received his B.Sc. in Business Administration from Florida A&M University, concentrating in Finance and Industrial Relations. We believe that Mr. Kelly is qualified to serve on our Board because of his extensive experience in managing and growing global healthcare and biotechnology companies. David Schenkein, M.D. has served as a member of our Board since September 2019. Dr. Schenkein currently serves as a partner in GV, the venture capital investment arm of Alphabet Inc., which he joined in February 2019. Previously, Dr. Schenkein served as President and Chief Executive Officer of Agios Pharmaceuticals, Inc. from August 2009 to February 2019. From April 2006 to July 2009, Dr. Schenkein served as a Senior Vice President of Oncology Development at Genentech Inc. Dr. Schenkein currently serves on the board of directors of Denali Therapeutics Inc. and Regeneron Pharmaceuticals, Inc. He is also on the boards of the private companies Leyden Laboratories B.V., Aera Therapeutics, Inc. and Treeline Biosciences, Inc. Previously, Dr. Schenkein served on the board of directors of Agios Pharmaceuticals, Inc. from 2009 to February 2025 and bluebird bio, Inc. from 2013 to 2021. He also currently serves as an adjunct attending physician in hematology at Tufts Medical Center. Dr. Schenkein received his M.D. from the State University of New York Upstate Medical School and his B.A. in Chemistry from Wesleyan University. We believe that Dr. Schenkein is qualified to serve on our Board because of his extensive background in the biotechnology industry and leadership experience as a senior executive and director of biotechnology companies.

  2. Directors Continuing in Office

    Directors Continuing in Office Wendy Chung, M.D., Ph.D. has served as a member of our Board since November 2021. Dr. Chung is an American Board of Medical Genetics certified clinical and molecular geneticist and serves as the Chair of the Department of Pediatrics at Boston Children’s Hospital, a position she has held since July 2023. Previously, she led the Precision Medicine Resource in the Irving Institute at Columbia University from February 2014 to June 2023. Dr. Chung was on the faculty at Columbia University from 2002 to June 2023, most recently as the Kennedy Family Professor of Pediatrics and Medicine at Columbia University. Prior to that, she was an Associate Professor at Columbia University. Dr. Chung has served as a member of the board of directors of Rallybio Corporation, a public biotechnology company, since August 2022. She received her B.A. in Biochemistry from Cornell University, her M.D. from Cornell University Medical College, and her Ph.D. in Genetics from The Rockefeller University. We believe that Dr. Chung is qualified to serve on our Board because of her extensive experience in medicine and genetics research. Kaye Foster has served as a member of our Board since December 2021. Ms. Foster has been a Senior Advisor at the Boston Consulting Group since August 2014 and a Venture Partner at ARCH since January 2022. Previously, she was Senior Vice President, Global Human Resources at Onyx Pharmaceuticals, Inc., an Amgen, Inc. subsidiary and a biopharmaceutical company, from October 2010 to January 2014. At Onyx, she led all aspects of human resources for U.S. and global operations. Prior to joining Onyx, Ms. Foster was Global Vice President of Human Resources and an Executive Committee member at Johnson and Johnson Corporation, a healthcare company, from May 2003 to March 2010. Before Johnson and Johnson, Ms. Foster held several senior human resources executive positions with Pfizer Inc., a pharmaceuticals company. She currently serves on the board of directors and compensation committee of National Resilience Inc.; on the board of directors and the compensation and nominating and corporate governance committees of Agios Pharmaceuticals, Inc.; and on the board of trustees and the human resources committee of Spelman College. Ms. Foster previously served on the board of directors and real estate and nominations committees of Stanford Health Care, a hospital and healthcare system, and chaired the Glide Memorial Foundation Board of Trustees. She received her B.B.A. in Business Administration from Baruch College of the City University of New York and her M.B.A. from Columbia University, Graduate School of Business. We believe Ms. Foster is qualified to serve on our Board because of her extensive experience as an executive in the pharmaceuticals industry, including her experience in people management, compensation planning and driving and maintaining corporate culture. Jeffrey D. Marrazzo has served as a member of our Board since May 2023 and as Executive Chair of our Board since May 2025. Currently, Mr. Marrazzo chairs the board of directors of several privately-held biotechnology companies, including Dispatch Biotherapeutics and nChroma Bio. Previously, Mr. Marrazzo served as co-founder and Chief Executive Officer of Spark Therapeutics, Inc. from May 2013 to April 2022 and as a member of its board of directors from May 2013 to December 2019. In addition, Mr. Marrazzo launched and was Chief Business Officer of the U.S. division of Molecular Health, Inc. from 2011 to 2013. Mr. Marrazzo was part of the founding management of Generation Health from 2009 to 2011, up to and through the acquisition of a majority of the company’s shares by CVS Caremark. From 2008 to 2009, Mr. Marrazzo served as an employee and independent consultant to the business development and finance teams at Tengion Inc. and, from 2011 to 2013, Mr. Marrazzo served as an independent consultant to the Children’s Hospital of Philadelphia, or CHOP. Previously, Mr. Marrazzo served as healthcare advisor to former Pennsylvania Governor Edward G. Rendell and as an IBM management consultant to global pharmaceutical companies. Mr. Marrazzo holds a B.S.E. and B.A. in Systems Science and Engineering and Economics from the University of Pennsylvania and a dual M.B.A./M.P.A. from The Wharton School and Harvard University. We believe that Mr. Marrazzo is qualified to serve on our Board because of his extensive leadership experience in the life sciences industry. Allan Reine, M.D. has served as our Chief Executive Officer and a member of our Board since May 2025. He previously served as our former Chief Financial Officer from January 2024 to May 2025. Prior to joining Prime, Dr. Reine served as Chief Financial Officer of Foghorn Therapeutics Inc. from September 2019 to January 2024, and as Chief Financial Officer of Pieris Pharmaceuticals, Inc. from August 2017 to September 2019. From August 2012 through August 2017, Dr. Reine was a portfolio manager at Lombard Odier Asset Management, where he ran a healthcare portfolio focused on biotechnology and pharmaceutical companies. Before joining Lombard Odier, from 2003 through August 2012, Dr. Reine served as a healthcare portfolio manager at various funds, including Citi Principal Strategies, SAC Capital, Trivium Capital and Alexandra Investment Management. Dr. Reine began his career in 2001 at CIBC World Markets where he worked in both biotechnology investment banking and biotechnology equity research. Dr. Reine received his M.D. from the University of Toronto and his B.Sc. in Statistical Sciences from the University of Western Ontario. We believe that Dr. Reine is qualified to serve on our Board based on his extensive experience as a senior executive in the pharmaceutical industry, his public company experience, as well as his knowledge of our company based on his role as our former Chief Financial Officer and current Chief Executive Officer. Thomas Cahill, M.D., Ph.D. has served as a member of our Board since November 2021. Dr. Cahill is the Founder and has served as the Managing Partner of Newpath Partners, a Boston-based life science venture fund focused on therapeutic companies, since October 2018. Dr. Cahill is the founding investor and director of nChroma Bio, Inc., Exo Therapeutics, Inc., Kisbee Therapeutics, Inc., Magnet Biomedicine, Inc., Myeloid Therapeutics, Inc., or Myeloid, Convergence Bio, Inc., Autobahn Therapeutics, Inc., Leal Therapeutics, Inc. and Amplitude Therapeutics, Inc. Prior to Newpath Partners, Dr. Cahill served as an Advisor at Raptor Group Holdings, where he helped further establish and lead the life science and technology investment portfolio, from September 2016 to May 2018. Dr. Cahill received both his M.D. and Ph.D. from Duke University and his M.S. from Stanford University. We believe that Dr. Cahill is qualified to serve on our Board based on his experience in the medical and venture capital industries.

  3. Directors Continuing in Office

    Robert Nelsen has served as a member of our Board since September 2020. Mr. Nelsen co-founded ARCH Venture Partners, L.P., a venture capital firm focused on early-stage technology companies, in 1986 and has served as a Managing Director of ARCH Venture Partners or its affiliated entities since 1994. Mr. Nelsen currently serves on the board of directors of Sana Biotechnology, Inc. and Hua Medicine, Inc., each a public biotechnology company, and currently serves on the board of directors of a number of private companies. Mr. Nelsen previously served on the board of directors of a number of public biotechnology companies, including Vir Biotechnology, Inc., from 2017 to May 2025, Lyell Immunopharma, Inc. from 2018 to May 2025, Brii Biosciences Limited from 2019 to June 2024, Revolution Healthcare Acquisition Corp. from 2021 to April 2022, Denali Therapeutics Inc. from 2015 to June 2022, Beam from 2017 to June 2021, Karuna Therapeutics, Inc. from 2018 to June 2021, Unity Biotechnology, Inc. from 2015 to December 2020, Agios Pharmaceuticals, Inc. from 2007 to June 2017, Syros Pharmaceuticals, Inc. from 2012 to June 2018, Juno Therapeutics, Inc. (acquired by Celgene Corporation in January 2018), or Juno, from 2013 to March 2018, Sienna Biopharmaceuticals, Inc. from 2015 to September 2018 and Gossamer Bio, Inc. from 2017 to December 2018 (prior to its initial public offering). Mr. Nelsen received his M.B.A. from the University of Chicago and his B.S. from the University of Puget Sound in Economics and Biology. We believe that Mr. Nelsen is qualified to serve on our Board because of his extensive experience as a venture capitalist, building and serving boards of many public and private emerging companies, including multiple life sciences, biotechnology and pharmaceutical companies. We believe that all of our current Board members possess the professional and personal qualifications necessary for service on our Board and have highlighted particularly noteworthy attributes for each Board member in the individual biographies above.

  4. Director Compensation

    Director Compensation The following table presents the total compensation for each person who served as a non-employee member of our Board during the fiscal year ended December 31, 2025. Other than as set forth in the table and described more below, we did not pay any compensation, grant any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our Board during the fiscal year ended December 31, 2025. Dr. Reine, who is our Chief Executive Officer, and Dr. Gottesdiener, who was our former Chief Executive Officer, did not receive any additional compensation for their services as directors. The compensation received by Dr. Reine and Dr. Gottesdiener, as NEOs of the Company, are presented in the “2025 Summary Compensation Table.”

  5. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) (1) | Option Awards ($) (2) | All Other Compensation ($) | Total ($) | | Thomas Cahill, M.D., Ph.D. (3) | 60,000 | 133,924 | — | 193,924 | | Wendy Chung, M.D., Ph.D. (3) | 60,000 | 162,079 | — | 222,079 | | Kaye Foster (3) | 60,000 | 162,359 | — | 222,359 | | Michael Kelly (3) | 65,000 | 162,079 | — | 227,079 | | Jeffrey D. Marrazzo (4) | 45,000 | 1,199,949 | 95,161 | 1,340,110 | | Robert Nelsen (3) | 52,500 | 133,924 | — | 186,424 | | David Schenkein, M.D. (3) | 62,500 | 133,924 | — | 196,424 |

  6. Director Compensation

    1.Amounts represent annual cash compensation earned for services rendered as directors by non-employee members of our Board and the committees thereof during the fiscal year ended December 31, 2025. 2.Amounts reflect the aggregate grant date fair value of option awards granted during 2025 in accordance with our Non-employee Director Compensation Policy, described below, calculated in accordance with ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The grant date fair value of Mr. Marrazzo’s performance-based stock option grant for 200,000 shares, based on probable achievement of the applicable performance metrics, was $0; the grant date fair value of such performance-based stock option grants, based on maximum achievement of the applicable performance metrics, was $223,900. In addition to grant date fair value of options granted during 2025, the amounts also include the incremental fair value of options repriced during 2025. The aggregate incremental fair value of repriced options were $83,456 for each of Dr. Cahill, Mr. Nelsen, and Dr. Schenkein; $111,611 for each of Dr. Chung and Mr. Kelly; $111,891 for Ms. Foster; and $348,821 for Mr. Marrazzo. See Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements appearing in our 2025 Annual Report on Form 10-K for assumptions underlying the valuation of equity awards. The amounts reported in this column reflect the accounting cost for these options and do not correspond to the actual economic value that may be received by our directors upon the exercise of the options or any sale of the underlying shares of common stock. 3.As part of the annual Board member grants, Dr. Cahill, Dr. Chung, Ms. Foster, Mr. Kelly, Mr. Nelsen, and Dr. Schenkein received options to purchase 55,000 shares of our common stock. As of December 31, 2025, Dr. Cahill, Mr. Nelsen, and Dr. Schenkein each held options to purchase an aggregate of 139,062 shares of common stock. As of December 31, 2025, Dr. Chung, Ms. Foster, and Mr. Kelly each held options to purchase an aggregate of 161,578 shares of common stock. 4.Upon his appointment as the Executive Chair of the Board, Mr. Marrazzo received options to purchase 1,000,000 shares of our common stock. In addition, for his services as a director, as part of the annual Board member grants, Mr. Marrazzo received options to purchase an additional 55,000 shares of our common stock. Under his advisory services agreement with the Company, the details of which are discussed in the “Certain Relationships and Related Party Transactions” section, Mr. Marrazzo also received fees totaling $95,161 during 2025. As of December 31, 2025, Mr. Marrazzo held options to purchase an aggregate of 1,442,000 shares of common stock.

  7. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy We adopted a non-employee director compensation policy in May 2022 designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors, which was amended and restated on May 17, 2024. On May 16, 2025, our Board approved a second amended and restated non-employee director compensation policy based upon the recommendations of our compensation committee and Alpine Rewards, our independent compensation consultant. Under the second amended and restated policy, our non-employee directors are eligible to receive annual cash retainers (which are payable quarterly in arrears and prorated for partial years of service) and equity awards as set forth below:

  8. Non-Employee Director Compensation Policy

    | Annual Retainer for the Board | | | All non-employee members | $45,000 | | Additional Retainer for Board Chair | $30,000 | | Additional Retainer for Audit Committee | | | Chair | $20,000 | | Non-chair members | $10,000 | | Additional Retainer for Compensation Committee | | | Chair | $15,000 | | Non-chair members | $7,500 | | Additional Retainer for Nominating and Corporate Governance Committee | | | Chair | $10,000 | | Non-chair members | $5,000 |

  9. Non-Employee Director Compensation Policy

    In addition, our policy provides that, upon initial election or appointment to our Board, each new non-employee director will be granted a one-time grant of a non-statutory stock option to purchase 110,000 shares of our common stock on the date of such director’s election or appointment to our Board, or the Initial Director Grant. The Initial Director Grant will vest in substantially equal annual installments over three years, subject to the non-employee director’s continued services to the Company. On the date of each annual meeting of stockholders of the Company, each non-employee director who will continue as a non-employee director following such meeting, other than a non-employee director receiving an Initial Director Grant, will be granted an annual award of a non-statutory stock option to purchase 55,000 shares of common stock, or the Annual Director Grant. Notwithstanding the foregoing, if a non-employee director was initially elected to our Board on a date other than the date of an annual meeting, then upon such initial election or appointment, the non-employee director shall receive, in lieu of an Annual Director Grant, a grant that is pro-rated on a monthly basis for time served as a non-employee director between the date of the non-employee director’s initial election or appointment and the date of the next annual meeting. The Annual Director Grant (including any pro-rated amount) will vest in full on the earlier of the one-year anniversary of the grant date or on the date of our next annual meeting of stockholders, subject to the non-employee director’s continued services to the Company. Such awards are subject to fully accelerated vesting upon the sale of the Company. All vested options remain exercisable for twelve months if a non-employee director resigns from the Board or otherwise ceases to serve as a director. 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 $1,600,000 in the first calendar year such individual becomes a non-employee director and $1,000,000 in any other calendar year. We reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our Board or any committee thereof. Employee directors receive no additional compensation for their service as a director.

  10. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS In accordance with our Certificate of Incorporation and Bylaws, our Board is divided into three staggered classes of directors, and each director is assigned to one of the three classes. At each annual meeting of the stockholders, one class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. Michael Kelly and David Schenkein, M.D. are the Class I directors whose terms expire at the Annual Meeting. Each has been nominated for and has agreed to stand for re-election to our Board to serve as a Class I director of our Company for three years and until their respective successors are duly elected and qualified or until their earlier death, resignation or removal.

  11. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth the compensation provided to our NEOs for the fiscal years ended December 31, 2025 and 2024.

  12. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) | Total ($) | | Allan Reine, M.D. (3) (4) | 2025 | 606,212 | — | 2,828,798 | 402,000 | 57,177 | 3,894,187 | | Chief Executive Officer | 2024 | 479,489 | 176,000 | 3,699,775 | 200,000 | 68,538 | 4,623,802 | | Keith Gottesdiener, M.D. (5) | 2025 | 259,568 | — | 1,185,802 | — | 762,400 | 2,207,770 | | Former Chief Executive Officer | 2024 | 652,792 | — | 1,165,030 | 395,010 | 32,785 | 2,245,617 | | Ann Lee, Ph.D. (6) | 2025 | 505,375 | — | 790,075 | 243,960 | 10,706 | 1,550,116 | | Chief Technical Officer | | | | | | | | | Jeremy Duffield, M.D., Ph.D., FRCP (7) | 2025 | 268,271 | — | 668,600 | — | 380,926 | 1,317,797 | | Former Chief Scientific Officer | 2024 | 480,417 | — | 1,092,033 | 293,400 | 11,727 | 1,877,577 |

  13. 2025 Summary Compensation Table

    1.Amounts reflect the aggregate grant date fair value of option awards granted during the applicable year calculated in accordance with the provisions of ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. See Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements appearing in our 2025 Annual Report on Form 10-K for assumptions underlying the valuation of equity awards. The amounts reported in this column reflect the accounting cost for these options and do not correspond to the actual economic value that may be received by our NEOs upon the exercise of the options or any sale of the underlying shares of common stock. For the year ended December 31, 2025, Dr. Reine was granted time-based and performance-based stock options. The grant date fair value of Dr. Reine’s time-based stock option grant was $2,382,997. The grant date fair value of Dr. Reine’s performance-based stock option grant, based on probable achievement of the applicable performance metrics, was $0; the grant date fair value of such performance-based stock option grant, based on maximum achievement of the applicable performance metrics, was $556,800. Dr. Gottesdiener, Dr. Lee, and Dr. Duffield were granted only time-based stock options during the year ended December 31, 2025. Additionally, the aggregate incremental fair value, calculated in accordance with ASC Topic 718, for the repricing of certain options in 2025 were $445,801 for Dr. Reine and $318,478 for Dr. Lee. Dr. Gottesdiener and Dr. Duffield were not eligible to participate in our option repricing program. Furthermore, the aggregate incremental fair value, calculated in accordance with FASB ASC Topic 718, with respect to the extension of the post-termination exercise period in 2025 for certain options held by Dr. Gottesdiener and Dr. Duffield were $293,602 and $197,002, respectively. 2.The amounts reflect the annual cash incentive compensation earned by our NEOs based on our achievement of certain corporate performance goals. 3.Dr. Reine was appointed as our Chief Executive Officer in May 2025. Prior to his appointment, Dr. Reine served as our Chief Financial Officer. Dr. Reine’s 2025 base salary represents his salary as our former Chief Financial Officer through his transition to Chief Executive Officer and, subsequently, his salary in the role as our Chief Executive Officer. Similarly, Dr. Reine’s annual bonus includes a proration for his tenure as our former Chief Financial Officer. 4.All other compensation for Dr. Reine for 2025 consists of (i) $32,965 in reimbursements for housing expenses, which includes $8,965 for related tax gross-ups, (ii) $13,352 in reimbursement for commuting expenses, which includes $1,702 related tax gross-ups, (iii) $10,500 for matching contributions under our 401(k) plan, and (iv) $360 in wellness reimbursements. 5.All other compensation for Dr. Gottesdiener for 2025 consists of (i) $646,067 of severance, which includes $10,000 of legal reimbursements, (ii) $99,299 in consulting fees under the KMG Consulting Agreement, which is described in greater detail below, (iii) $6,534 in reimbursements for commuting expenses, which includes $846 for related tax gross-ups, and (iv) $10,500 for matching contributions under our 401(k) plan. 6.Dr. Lee was not an NEO for 2024. All other compensation for Dr. Lee for 2025 consists of (i) $10,500 for matching contributions under our 401(k) plan, and (ii) $206 in reimbursements for commuting expense. 7.All other compensation for Dr. Duffield for 2025 consists of (i) $321,154 of severance payments, (ii) $48,900 in consulting fees under the Duffield Consulting Agreement, which is described in greater detail below, (iii) $10,500 for matching contributions under our 401(k) plan, and (iv) $372 in reimbursements for commuting expense.

  14. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    Outstanding Equity Awards at 2025 Fiscal Year-End Table The following table lists all outstanding equity awards held by our NEOs as of December 31, 2025. Equity awards granted prior to our IPO in October 2022 were under our 2019 Stock Option and Grant Plan, as amended from time to time, or the 2019 Plan, and equity awards granted following our initial public offering in October 2022 were under our 2022 Plan.

  15. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | | | | Options | | | | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Option (#) Exercisable | Number of Securities Underlying Unexercised Option (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Option (#) | Option Exercise Price ($) | Option Expiration Date | | Allan Reine, M.D. | 05/19/2025(1) | 05/19/2025 | — | 2,000,000 | — | 1.34 | 05/19/2035 | | | 05/19/2025(2) | 05/19/2025 | — | — | 500,000 | 1.34 | 05/19/2035 | | | 02/27/2025(3) | 02/27/2025 | 57,291 | 217,709 | — | 2.42 | 02/27/2035 | | | 01/17/2024(1) | 01/17/2024 | 287,500 | 312,500 | | 4.04(8) | 01/17/2034 | | | 01/17/2024(4) | 01/17/2024 | 250,000 | — | — | 4.04(8) | 01/17/2034 | | Keith Gottesdiener, M.D. | 02/28/2025(5) | 02/28/2025 | 104,166 | 395,834 | — | 2.52 | 02/28/2035 | | | 02/25/2024(5) | 02/25/2024 | 45,833 | 54,167 | — | 8.32 | 02/25/2034 | | | 02/25/2024(6) | 02/25/2025 | 200,000 | — | 200,000 | 8.32 | 02/25/2034 | | | 03/31/2023(5) | 03/31/2023 | 342,194 | 155,544 | — | 12.30 | 03/31/2033 | | | 10/27/2021(5) | 10/27/2021 | 241,250 | — | — | 3.67 | 10/27/2031 | | Ann Lee, Ph.D. | 02/27/2025(3) | 02/27/2025 | 57,291 | 217,709 | — | 2.42 | 02/27/2035 | | | 02/21/2024(3) | 02/21/2024 | 82,956 | 98,039 | — | 4.04(8) | 02/21/2034 | | | 03/31/2023(3) | 03/31/2023 | 124,434 | 56,561 | — | 4.04(8) | 03/31/2033 | | | 10/27/2021(4) | 10/04/2021 | 482,501 | — | — | 3.67 | 10/26/2031 | | | 10/27/2021(4) | 10/04/2021 | 241,248 | — | — | 3.67 | 10/26/2031 | | Jeremy Duffield, M.D., Ph.D., FRCP | 02/27/2025(7) | 02/27/2025 | 57,291 | 217,709 | — | 2.42 | 02/27/2035 | | | 02/21/2024(7) | 02/21/2024 | 82,956 | 98,039 | — | 8.49 | 02/21/2034 | | | 03/31/2023(7) | 03/31/2023 | 124,434 | 56,561 | — | 12.30 | 03/31/2033 | | | 10/27/2021(7) | 10/27/2021 | 16,083 | — | — | 3.67 | 10/27/2031 |

  16. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    1.The shares underlying these options vest as follows: 25 percent vest on the 1-year anniversary of the vesting commencement date, and 1/48th of the shares vest on a monthly basis thereafter, in each case subject to the applicable NEO’s continuous service relationship with us through each applicable vesting date. The stock options are also subject to certain acceleration of vesting provisions as provided in the applicable NEO’s employment agreement. 2.The underlying shares vest upon the achievement of pre-determined milestone(s), subject to the applicable NEO’s continuous service relationship with us through the applicable vesting date. As of December 31, 2025, the applicable milestone(s) have not been satisfied. 3.The shares underlying these options vest in equal monthly installments over 48 months commencing on the vesting commencement date, subject to the applicable NEO’s continuous service relationship with us through each applicable vesting date. The stock options are also subject to certain acceleration of vesting provisions as provided in the applicable NEO’s employment agreement. 4.The underlying shares are fully vested as of December 31, 2025. 5.The shares underlying these options vest in equal monthly installments over 48 months commencing on the vesting commencement date. Under the terms of the Gottesdiener Separation Agreement, as defined and described in greater detail below, options granted to Dr. Gottesdiener while an employee will continue to vest for one additional year following the cessation of his employment, subject to Dr. Gottesdiener’s continued service relationship with us through each applicable vesting date. 6.The underlying shares vest in four tranches (consisting of 100,000 shares each) upon the achievement of a pre-determined milestone for each tranche prior to one year additional vesting period provided for under the defined the Gottesdiener Separation Agreement, subject to Dr. Gottesdiener’s continued service relationship with us through each applicable vesting date. As of December 31, 2025, two of the four tranches have not vested. 7.The shares underlying these options vest in equal monthly installments over 48 months commencing on the vesting commencement date and through March 31, 2026, the last date of Duffield Consulting Agreement, as defined and described in detail below, subject to Dr. Duffield’s continued service relationship with us through each applicable vesting date. 8.All options issued under the 2019 Plan and 2022 Plan to Dr. Lee and Dr. Reine with an exercise price greater than $4.04 were repriced on August 1, 2025, as approved by our stockholders. Refer to Note 8, Stock-based Compensation, to our consolidated financial statements appearing in our 2025 Annual Report on Form 10-K for greater detail.