Sana Biotechnology (SANA) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 4, 2026, with stockholders able to participate online after registering with a control number by June 3, 2026.

• Stockholders will vote on electing three Class II directors, ratifying the appointment of Ernst & Young LLP as auditor for 2026, and any other business properly brought before the meeting.

• Proxy materials are distributed primarily via the Internet to reduce environmental impact and costs, with printed copies available upon request.

• Only stockholders of record as of April 6, 2026, are entitled to vote.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class II directors (Hans E. Bishop, Robert Nelsen, Alise S. Reicin, M.D.) for three-year terms expiring at the 2029 annual meeting.

• Proposal 2: Ratify Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

• Board recommends voting “For” all nominees and auditor ratification.

• Shareholder proposals for the 2027 annual meeting must be received by December 25, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• The board consists of nine directors divided into three classes, each serving staggered three-year terms.

• Board committees include audit, compensation, and nominating/corporate governance, all composed of independent directors except for two non-independent members.

• The board held six meetings in 2025; all directors attended at least 75% of meetings.

• Board leadership is separated between the CEO and Chairman roles.

• The board encourages diversity in skills, experience, and background, though no formal diversity policy exists.