Proxy Statement (Form DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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☒ Definitive Proxy Statement

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 ☐ Soliciting Material Under §240.14a-12

NKARTA, INC.

(Name of Registrant as Specified In Its Charter)

Not applicable

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Wednesday, June 10, 2026

1:00 p.m. Pacific Time

Your vote is important to us. Whether or not you expect to attend the annual meeting via live audio webcast, please submit a proxy or voting instructions as soon as possible to instruct how your shares are to be voted at the annual meeting. If you participate in and vote your shares at the annual meeting, your proxy will not be used.

By Order of the Board of Directors,

 

 

Paul J. Hastings

Chief Executive Officer

April 23, 2026

 

1150 Veterans Boulevard

South San Francisco, CA

Annual Meeting of Stockholders

To Be Held June 10, 2026

Our Board of Directors is soliciting your proxy for the 2026 Annual Meeting of Stockholders (the "Annual Meeting") to be held on Wednesday, June 10, 2026, at 1:00 p.m. Pacific Time, and at any and all postponements or adjournments of the Annual Meeting, for the purposes set forth in the Notice of Annual Meeting of Stockholders accompanying this Proxy Statement. This Proxy Statement and our 2025 Annual Report to stockholders for the year ended December 31, 2025 (the "2025 Annual Report") are first being made available to stockholders on or about April 23, 2026.

We will be hosting the Annual Meeting via live audio webcast on the Internet. Any stockholder can listen to and participate in the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/NKTX2026. Stockholders may vote and ask questions while connected to the Annual Meeting on the Internet.

You will not be able to attend the Annual Meeting in person.

Unless the context otherwise requires, references in this Proxy Statement to "Company," "we," "our," "us," and similar terms refer to Nkarta, Inc., a Delaware corporation.

Annual Meeting of Stockholders

Voting Matters

Our Board of Directors ("Board" or "Board of Directors") is currently comprised of eight directors. Under our amended and restated certificate of incorporation (the "Certificate of Incorporation"), our Board of Directors is divided into three classes, each serving a staggered three-year term and with one class being elected at each year's annual meeting of stockholders as follows:

Upon the recommendation of the Nominating and Governance Committee of our Board of Directors, our Board has nominated each of Ali Behbahani and Zachary Scheiner for election to our Board of Directors as Class III directors to serve until the 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified. Proxies may only be voted for the two Class III directors nominated for election at the Annual Meeting.

Each of the director nominees has consented to being named in this Proxy Statement and to serving as a director, if elected. We have no reason to believe that any of the nominees will be unable or unwilling for good cause to serve if elected.

However, if any nominee should become unable for any reason or unwilling for good cause to serve, the proxy holders will vote the proxies received by them for another person nominated as a substitute by the Board of Directors, or the Board of Directors may reduce the number of directors on the Board.

Biographical Descriptions

Set forth below is biographical information about each of our director nominees and continuing directors. The primary experience, qualifications, attributes, and skills of each of our director nominees that led to the conclusion of the Nominating and Governance Committee and the Board of Directors that such nominee should serve as a member of the Board of Directors are also described below.

Nominees for Election as Class III Directors at the Annual Meeting

All Other Continuing Directors

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines to assist the Board in the discharge of its duties and to set forth the Board of Directors' current views with respect to selected corporate governance matters considered significant to our stockholders. Our Corporate Governance Guidelines direct our Board's actions with respect to, among other things, our Board composition and director qualifications, responsibilities of directors, director compensation, director orientation and continuing education, succession planning and the Board's annual performance evaluation. A current copy of our Corporate Governance Guidelines is available at https://ir.nkartatx.com/corporate-governance/governance-overview.

Director Independence

Under the rules of The Nasdaq Stock Market LLC ("Nasdaq") and our Corporate Governance Guidelines, independent directors must comprise a majority of our Board of Directors. Under the Nasdaq rules, a director will only qualify as an "independent director" if our Board of Directors affirmatively determines that the director, in the opinion of our Board of Directors, does not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our Board of Directors reviewed its composition and the independence of our directors and considered whether any director or director nominee has a relationship with us that could interfere with his or her ability to exercise independent judgment in carrying out his or her responsibilities. In addition, the Nominating and Governance Committee of our Board annually evaluates and recommends to the Board a determination with respect to the independence of each our non-employee directors under the Nasdaq listing standards. As a part of the Nominating and Governance Committee's evaluation process, and as part of the independence determinations by the Nominating and Governance Committee and the Board, the Nominating and Governance Committee and the Board, as applicable, each consider, in addition to such other factors as they may deem appropriate, each director's occupation, personal and affiliate transactions with the Company, and other relevant direct and indirect relationships with the Company that may affect independence. Based upon information requested from and provided by each director concerning his or her background, employment, and affiliations, including family relationships, our Board of Directors has determined that each of Drs. Dybbs, George, Behbahani, Scheiner, and Vratsanos and Mses. Patterson and Thedinga is "independent" as that term is defined under the listing standards of the Nasdaq. Mr. Hastings is not an independent director as a result of his position as our Chief Executive Officer.

In making these determinations, our Board of Directors considered the relationships that each non-employee director has with us and all other facts and circumstances our Board of Directors deemed relevant in determining independence, including, without limitation, the affiliation Drs. Dybbs, George, Behbahani, and Scheiner have with entities that own or previously owned more than 5% of our common stock, $0.0001 par value per share ("common stock").

Board Leadership Structure

We have no policy requiring either that the positions of the Chairman of the Board and our Chief Executive Officer be separate or that they be occupied by the same individual. Our Board of Directors believes that it is important to retain flexibility to allocate the responsibilities of the offices of the Chairman of the Board and Chief Executive Officer in a way that is in our best interests and the best interests of our stockholders at a given point in time. We currently separate the roles of Chief Executive Officer and Chairman of the Board, and Dr. Behbahani, an independent director, currently serves as Chairman of the Board.

The Board recognizes that the roles of Chief Executive Officer and Chairman of the Board are distinct. While the Chief Executive Officer is responsible for setting our strategic direction and for our day-to-day leadership and performance, the Chairman of the Board provides guidance to the Chief Executive Officer and sets the agenda for, and presides over, meetings of the Board of Directors. The Board believes that participation of the Chief Executive Officer as a director, while keeping the roles of Chief Executive Officer and Chairman of the Board separate, provides the proper balance between independence and management participation at this time.

The Board's Role in Risk Oversight

Our Board of Directors, as a whole and through its committees, serves an active role in overseeing the management of risks related to our business. Our officers are responsible for day-to-day risk management activities. The full Board monitors risks through regular reports from each of the committee chairs and is apprised of particular risk management issues in connection with its general oversight and approval of corporate matters. The Board and its committees oversee risks associated with their respective areas of responsibility, as summarized below. Each committee meets with key management personnel and representatives of outside advisers as required.

Our Board of Directors has delegated oversight for specific areas of risk exposure to committees of the Board of Directors as follows:

Our Board believes that the processes it has established for overseeing risk would be effective under a variety of leadership frameworks and therefore the Board's leadership structure, as described under "Board Leadership Structure" above, was not affected by risk oversight considerations.

Committees of the Board of Directors

The Board has four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Governance Committee, and the Science and Technology Committee. The written charters of these committees are available on our website at https://ir.nkartatx.com/corporate-governance/governance-overview.

Audit Committee

Our Board of Directors determined that Mses. Patterson and Thedinga and Dr. Behbahani, who comprise our Audit Committee, satisfy the independence standards for such committee established by applicable Securities and Exchange Commission (the "SEC") rules and the listing standards of the Nasdaq. Additionally, our Board of Directors has determined that Ms. Patterson is an "audit committee financial expert" as defined by applicable SEC rules.

The Audit Committee may form subcommittees and delegate to its subcommittees such power and authority as it deems appropriate from time to time under the circumstances. The Audit Committee has no current intention to delegate any of its responsibilities to a subcommittee.

Compensation Committee

Our Board of Directors determined that Drs. Dybbs and George and Ms. Thedinga, who comprise our Compensation Committee, satisfy the independence standards for such committee established by applicable SEC rules and the listing standards of the Nasdaq. In making its independence determination for each member of the Compensation Committee, our Board of Directors considered whether the director has a relationship with the Company that is material to the director's ability to be independent from management in connection with the duties of a Compensation Committee member.

The Compensation Committee may form subcommittees and delegate to its subcommittees such power and authority as it deems appropriate from time to time under the circumstances. The Compensation Committee has no current intention to delegate any of its responsibilities to a subcommittee, although the Board of Directors has delegated to a stock award committee, which consists of our Chief Executive Officer, authority to grant equity awards under our 2020 Performance Incentive Plan to eligible service providers who are not members of the Board of Directors or officers subject to Section 16 of the Securities Exchange Act of 1934, as amended, subject to share limits and other limitations as determined by the Compensation Committee. The Compensation Committee may confer with the Board in determining the compensation for the Chief Executive Officer. In determining compensation for executive officers other than the Chief Executive Officer, the Compensation Committee considers, among other things, the recommendations of the Chief Executive Officer.

Nominating and Governance Committee

The Nominating and Governance Committee may form subcommittees and delegate to its subcommittees such power and authority as it deems appropriate from time to time under the circumstances. The Nominating and Governance Committee has no current intention to delegate any of its responsibilities to a subcommittee.

Science and Technology Committee

The Science and Technology Committee may form subcommittees and delegate to its subcommittees such power and authority as it deems appropriate from time to time under the circumstances. The Science and Technology Committee has no current intention to delegate any of its responsibilities to a subcommittee.

Meetings and Attendance

During fiscal year 2025, our Board of Directors held six meetings, the Audit Committee held four meetings, the Compensation Committee held six meetings, the Nominating and Governance Committee held three meetings, and the Science and Technology Committee held two meetings. Each of our directors, with the exception of Dr. George, attended at least 75% of the aggregate meetings of the Board and the committees of the Board on which he or she served during fiscal year 2025. In addition, independent directors of our Board of Directors meet in regularly scheduled sessions without management.

It is our policy that directors are invited and encouraged to attend each year's annual meeting of stockholders, either in person or telephonically. Four directors attended our 2025 annual meeting of stockholders.

Succession Planning

The Board of Directors recognizes that advance planning for contingencies such as the departure, death, or disability of the Chief Executive Officer or other top executives is critical so that, in the event of an untimely vacancy, the Company has in place a succession plan to facilitate the transition to both interim and longer-term leadership. The Compensation Committee periodically reviews the Company's plan for succession for the Company's Chief Executive Officer, including its emergency succession plan. The Compensation Committee also works with appropriate members of management to review the Company's general management succession plans.

Consideration of Director Candidates

Our Board of Directors and the Nominating and Governance Committee will consider director candidates recommended for election to the Board of Directors by stockholders in the same manner and using the same criteria as that used for any other director candidate. The Nominating and Governance Committee has not established any specific minimum qualifications that must be met by a director candidate. In evaluating a director candidate, the Nominating and Governance Committee will consider whether the composition of the Board reflects the appropriate balance of independence, sound judgment, business specialization, understanding of our business environment, willingness to devote adequate time to Board duties, and diversity of technical skills and other background, experience, and qualities as determined by the Nominating and Governance Committee. Stockholders who wish to recommend a director candidate for consideration by the Nominating and Governance Committee and the Board should submit their recommendation in writing to the chairperson of the Nominating and Governance Committee, care of the Corporate Secretary of the Company, no later than the January 1 prior to the next annual meeting of stockholders. Such recommendation must include all information about the stockholder and the candidate otherwise required for director nominations by a stockholder pursuant to our Amended and Restated Bylaws ("Bylaws"). The Nominating and Governance Committee may request additional information concerning such director candidate as it deems reasonably required to determine the eligibility and qualification of the director candidate to serve as a member of the Board.

Stockholders who wish to nominate a person for election as a director in connection with an annual meeting of stockholders (as opposed to making a recommendation to the Nominating and Governance Committee as described above) must deliver written notice to our Corporate Secretary in the manner described in our Bylaws, and as described further under "Proposals of Stockholders and Director Nominations for 2027 Annual Meeting" below.

Snapshot of Our Board of Directors

While our Board of Directors has no formal policy for the consideration of diversity in identifying director nominees, the Nominating and Governance Committee seeks to have a Board of Directors that will collectively represent a diversity of skills, backgrounds, and experiences.

 

Director Skills and Experience

 

Communications with the Board of Directors

The Board of Directors has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may communicate directly with members of the Board of Directors, the independent directors, the Chairman of the Board of Directors, or any chairperson of any committee by submitting a communication in an envelope marked "Confidential" addressed to the "Board of Directors," "Independent Members of the Board of Directors," or "Chairperson," as applicable, at: 1150 Veterans Boulevard, South San Francisco, CA 94080.

Insider Trading Policy

We have adopted an insider trading policy (our "Insider Trading Policy") that governs, among other things, purchases, sales, and/or other dispositions involving our securities by our directors, officers, and employees, their immediate family members sharing the same household, any corporations, partnership, or other entities that such person controls or manages and any trust for which such person is the trustee or has a beneficial pecuniary interest (collectively, "Insiders"). We believe our Insider Trading Policy and procedures are reasonably designed to promote compliance with insider trading laws, rules, regulations, and applicable Nasdaq listing standards. Because our Insider Trading Policy and procedures are designed to address transactions in our securities by Insiders, we do not have formal insider trading policies or procedures that govern the Company's purchase of Nkarta securities. A copy of our insider trading policy was filed as Exhibit 19.1 to our 2025 Annual Report on Form 10-K filed with the SEC on March 25, 2026.

Policy on Pledging and Hedging of Company Shares

As part of our Insider Trading Policy, Insiders are not permitted to engage in short sales of Company securities, engage in transactions in put options, call options or other derivative securities, on an exchange or in any other organized market in connection with Company securities, pledge Company securities as collateral for a loan, margin Company securities in a margin account, purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company securities.

Code of Ethics and Code of Business Conduct and Ethics

We have adopted a written code of business ethics that applies to our Chief Executive Officer and senior financial officers and a code of business conduct and ethics that applies to directors, executive officers, and employees. A current copy of each code is posted on our website at https://ir.nkartatx.com/corporate-governance/governance-overview. To the extent required by rules adopted by the SEC and Nasdaq, we intend to promptly disclose future amendments to certain provisions of the code, or waivers of such provisions granted to executive officers and directors, on our website at www.nkartatx.com/.

Clawback Policy

In accordance with SEC and Nasdaq requirements, the Board has adopted an executive compensation recovery policy regarding the adjustment or recovery of certain incentive awards or payments made to current or former executive officers in the event that we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. In general, the policy provides that, unless an exception applies, we will seek to recover compensation that is awarded to an executive officer based on the Company's attainment of a financial metric during the three-year period prior to the fiscal year in which the restatement occurs, to the extent such compensation exceeds the amount that would have been awarded based on the restated financial results.

The table below sets forth certain information regarding our executive officers:

See "Proposal 1 - Election of Directors" for information concerning the business experience of Mr. Hastings. Information concerning the business experience of our other executive officers is set forth below.

We provide our executives with an annual base salary as a fixed, stable form of compensation that reflects the scope of an executive's role, responsibilities, experience, and sustained individual performance. We provide cash short-term incentive opportunities to incentivize the achievement of annual performance goals. In addition, we grant our executives long-term incentive compensation in the form of restricted stock units ("RSUs") and stock options to provide an additional incentive to grow our business and further link the interests of our executives with those of our stockholders. We have also entered into agreements with our executives that provide for severance benefits upon certain terminations of employment, which we believe allow our executives to make decisions in the best interests of the Company without undue concern about employment security.

Our Compensation Committee reviews our executive officers' overall compensation packages on an annual basis (or more frequently as it deems warranted) to help ensure we continue to attract, motivate and retain highly talented executives and provide appropriate incentives to drive creation of additional value for our stockholders.

As a "smaller reporting company" (as such term is defined under applicable securities laws), we have opted to comply with the executive compensation disclosure rules applicable to such companies, which require compensation disclosure for our principal executive officer and the two most highly compensated executive officers other than our principal executive officer. In certain circumstances, the compensation of former executive officers may also need to be disclosed. The following table sets forth the annual compensation for services rendered during 2025 by these executive officers, also referred to as our named executive officers, or "NEOs."

Summary Compensation Table - Fiscal Years 2024-2025

Outstanding Equity Awards as of December 31, 2025

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

2025 Equity Grants

Options

On January 3, 2025, as part of our annual equity grant program, Mr. Hastings and Dr. Mahmood were each granted an option to purchase shares of our common stock (565,500 shares for Mr. Hastings, 123,500 shares for Dr. Mahmood) at a price of $2.50 per share, which was the closing price of our common stock on the grant date. These options will vest in 48 equal monthly installments following the grant date, subject to the NEO's continued service with the Company through each such vesting date. Following our reduction in force in March 2025, at a time when retention of employees was particularly critical, we implemented a one-time, company-wide retention program, granting stock options with consistent terms to all full-time employees of the Company (including the NEOs). These retention grants were structured as 100% stock options, with award sizes equal to 50% of each employee's January 2025 annual equity grant, subject to limited exceptions for certain promoted employees, whose awards were adjusted to reflect their post-promotion roles. Accordingly, on June 5, 2025, Mr. Hastings and Dr. Mahmood were each granted an option to purchase shares of our common stock (377,000 shares for Mr. Hastings, 123,500 shares for Dr. Mahmood) at a price of $1.83 per share, which was the closing price of our common stock on the grant date. These options will vest as to 40% of the shares on June 5, 2026, and the remaining 60% on June 5, 2027, subject to the NEO's continued service with the Company through each such vesting date. Upon commencement of employment, on June 23, 2025, Dr. Rose was granted an option to purchase 500,000 shares of our common stock at a price of $1.75 per share, which was the closing price of our common stock on the grant date. This option will vest 25% on June 23, 2026, and the remainder in 36 equal monthly installments thereafter, subject to Dr. Rose's continued service with the Company through each such vesting date.

RSUs

On January 3, 2025, as part of our annual equity program, Mr. Hastings and Dr. Mahmood were granted 94,500 and 62,000 RSUs, respectively. These RSUs will vest in four equal annual installments from January 14, 2026 through January 14, 2029, subject to continued service with the Company through each such vesting date. Vested RSUs will be paid in an equal number of shares of our common stock.

Each of the equity awards granted to our NEOs in 2025 was granted under, and is subject to, the terms of the 2020 Performance Incentive Plan (the "2020 Plan"). The 2020 Plan is administered by the Compensation Committee, which has authority to interpret the plan provisions and make all required determinations under the plan. This authority includes, subject to the provisions of the 2020 Plan, selecting participants and determining the type(s) of award(s) that they are to receive, determining the number of shares that are to be subject to awards and the terms and conditions of awards, including the price (if any) to be paid for the shares or the award, accelerating or extending the vesting or exercisability or extending the term of any or all outstanding awards, making certain adjustments to an outstanding award and authorizing the conversion, succession or substitution of an award, determining the manner in which the purchase price of an award or the Company's common stock may be paid, making required proportionate adjustments to outstanding awards upon the occurrence of certain corporate events such as reorganizations, mergers and stock splits, and making provisions to ensure that any tax withholding obligations incurred in respect of awards are satisfied. Awards granted under the plan are generally only transferable to a beneficiary of a NEO upon his or her death or, in certain cases, to family members for tax or estate planning purposes.

Under the terms of the 2020 Plan, a change in control of the Company does not automatically trigger vesting of the awards then outstanding under the plan. If there is a change in control, each participant's outstanding awards granted under the plan will generally be assumed by the successor company, or if the Compensation Committee determines that the awards will not be assumed, the awards will become fully vested and, in the case of options, exercisable. Any options that become vested in connection with a change in control will generally terminate to the extent they are not exercised prior to the change in control.

In recent years, the Compensation Committee's practice has generally been to grant annual equity awards at its first meeting of each fiscal year, which is usually scheduled well in advance. Additionally, the Compensation Committee retains discretion to grant equity awards at other times when and as it may determine to be appropriate. The release of material nonpublic information is not taken into account in determining the timing and terms of equity award grants, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2025, stock option awards granted to Mr. Hastings and Dr. Mahmood on June 5, 2025 were made within the period beginning four business days prior to, and ending one business day following, the Company's filing of a current report on Form 8-K with the SEC on June 6, 2025. In accordance with Item 402(x) of Regulation S-K, the following table provides additional information regarding these option grants, including the percentage change in the closing market price of the Company's common stock between the trading day ending immediately prior to the filing of the Form 8-K and the trading day beginning immediately following such filing.

Non-Equity Incentive Plan Compensation

Each of the NEOs was awarded a cash payment for attainment of certain financial and operational objectives established by our Board of Directors as our annual incentive program for 2025. The 2025 target annual incentive opportunities for each NEO were as follows: Mr. Hastings - $370,911 (55% of his $674,384 base salary for 2025); Dr. Mahmood - $271,625 (50% of his $543,250 base salary for 2025); and Dr. Rose - $204,000 (40% of his $510,000 base salary for 2025). In December 2025, our Compensation Committee assessed the Company's achievements against the performance objectives and approved annual incentives in the amount of 93% of each NEO's target annual incentive opportunity. These amounts are reported in the Summary Compensation Table above in the column "Non-Equity Incentive Plan Compensation."

Executive Employment and Severance Agreements

We have entered into offer letters with each of the NEOs. The letters do not have a specified term and provide that the NEO's employment with the Company is at-will. Each letter provides for the NEO to receive a base salary and to participate in the Company's annual cash incentive program and benefit plans made available to employees generally. Mr. Hastings' current base salary is $701,359 annually and his current target annual incentive opportunity is 55% of base salary. Dr. Mahmood's current base salary is $564,980 annually and his current target annual incentive opportunity is 50% of base salary. Dr. Rose's current base salary is $530,400 annually and his current target annual incentive opportunity is 40% of base salary.

We have also entered into a severance agreement ("Severance Agreement") with each of our executive officers. Each Severance Agreement provides that if the executive officer's employment is terminated either by the Company without "Cause" or by the executive officer for "Good Reason" (as such terms are defined in the Severance Agreement), the executive officer will be entitled to receive: (i) continued payment of base salary for a period of 12 months (in the case of Mr. Hastings and Dr. Mahmood) or 9 months (in the case of the other executive officers), (ii) payment of the executive's prior year annual incentive (to the extent unpaid), and (iii) payment or reimbursement of premiums to continue medical coverage for the executive officer and his or her eligible dependents pursuant to COBRA for up to 12 months (in the case of Mr. Hastings and Dr. Mahmood) or 9 months (in the case of the other executive officers). If, however, such a termination of the executive's employment occurs in connection with or within 12 months following a "Change in Control" of the Company (as such term is defined in the Severance Agreement), the executive officer will be entitled to receive, in lieu of the severance benefits described above: (i) total payments of 18 months of base salary (in the case of Mr. Hastings and Dr. Mahmood) or 12 months of base salary (in the case of the other executive officers), plus one and one-half times the executive's target annual incentive (in the case of Mr. Hastings and Dr. Mahmood) or one times the executive's target annual incentive (in the case of the other executive officers), paid in installments in accordance with the Company's standard payroll schedule over a period of 18 months (in the case of Mr. Hastings and Dr. Mahmood) or 12 months (in the case of the other executive officers), (ii) payment of the executive's prior year annual incentive (to the extent unpaid), (iii) payment or reimbursement of premiums to continue medical coverage for the executive officer and his or her eligible dependents pursuant to COBRA for up to 18 months (in the case of Mr. Hastings and Dr. Mahmood) or 12 months (in the case of the other executive officers), and (iv) accelerated vesting of each then-outstanding and unvested equity award subject to time-based (and not performance-based) vesting requirements (with performance-based vesting equity awards to be governed by the terms of the applicable award agreement, provided that any time-based vesting requirement will be deemed satisfied). The severance benefits described above are conditioned on the executive officer executing and not revoking a general release of claims in favor of the Company and the executive officer's continued compliance with his or her confidentiality and other obligations to the Company.

Equity Incentive Plan Information

We currently maintain three equity incentive plans - the 2015 Equity Incentive Plan (the "2015 Plan"), the 2020 Performance Incentive Plan (the "2020 Plan") and the Employee Stock Purchase Plan (the "ESPP"). Each of these plans has been approved by our stockholders. The following table sets forth, for our equity compensation plans, the number of shares of our common stock subject to outstanding options and stock awards, the weighted-average exercise price of outstanding options, and the number of shares remaining available for future award grants, in each case, as of December 31, 2025.

Defined Contribution Plans

As part of our overall compensation program, we provide all full-time employees, including our NEOs, with the opportunity to participate in a defined contribution 401(k) plan. Our 401(k) plan is intended to qualify under Section 401 of the Internal Revenue Code so that employee contributions and income earned on such contributions are not taxable to employees until withdrawn. Employees may elect to defer a percentage of their eligible compensation (not to exceed the statutorily prescribed annual limit) in the form of elective deferral contributions to our 401(k) plan. Our 401(k) plan also has a "catch-up contribution" feature for employees aged 50 or older (including those who qualify as "highly compensated" employees) who can defer amounts over the statutory limit that applies to all other employees. We also make a safe harbor non-elective contribution to each employee's account under the plan equal to 3% of the employee's eligible compensation.

Pay Versus Performance

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

Relationship of Compensation Actually Paid and Our Total Shareholder Return

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

 

Relationship of Compensation Actually Paid and Our Net Loss

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

 

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

Non-Employee Director Compensation

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

Annual Cash Retainers

Our current Director Compensation Policy provides annual cash retainers for our non-employee directors as follows:

These retainers are paid on a quarterly basis, in arrears, and are pro-rated if the director serves for a portion of a quarter in the applicable position.

(1)	This share limit to be proportionately adjusted for, and to mitigate the impact of, any stock split, reverse stock split, or stock dividend.

Director Compensation Table - Fiscal Year 2025

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

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

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

The information below is based on 71,290,925 shares of our common stock outstanding as of April 17, 2026 and 3,000,031 shares that could be issued upon the exercise of Pre-Funded Warrants (as defined below).

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

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports of ownership and changes in ownership with the SEC.

Based solely on a review of the copies of the Forms 3, 4 and 5 and amendments to those forms filed with the SEC and written representations made to us by our executive officers and directors, we believe that, during the year ended December 31, 2025, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were met.

The Audit Committee assists the Board in its oversight of the Company's financial statements and reporting process, audit process and internal controls. The Audit Committee operates under a written charter adopted by the Board, which describes this and the other responsibilities of the Audit Committee. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. Our independent registered public accounting firm is responsible for performing an independent audit of our financial statements in accordance with the auditing standards of the Public Company Accounting Oversight Board ("PCAOB") and to issue a report thereon.

The Audit Committee has reviewed and discussed the Company's audited financial statements with management, which has primary responsibility for the financial statements. Ernst & Young LLP, the Company's independent registered public accounting firm for fiscal year 2025, is responsible for expressing an opinion on the conformity of the Company's audited financial statements with generally accepted accounting principles and the effectiveness of its internal control over financial reporting. The Audit Committee has discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the PCAOB and SEC. The Audit Committee has received and reviewed the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding Ernst & Young LLP's communications with the Audit Committee concerning independence, and has discussed with Ernst & Young LLP its independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company's 2025 Annual Report on Form 10-K for filing with the SEC. The Audit Committee also appointed Ernst & Young LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 and is seeking ratification of such selection by the Company's stockholders at the Annual Meeting.

AUDIT COMMITTEE

Leone Patterson (Chair)

Angela Thedinga

Ali Behbahani

March 19, 2026

The foregoing report of the Audit Committee does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by the Company (including any future filings) under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except to the extent the Company specifically incorporates such report by reference therein.