Senti Biosciences (SNTI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on October 8, 2026, to vote on key proposals including director elections, auditor ratification, a major merger, stock issuance, a reverse stock split, and potential adjournment.

• The main transaction is a merger with Celadon Partners SPV 35 Limited, with stockholders receiving contingent value rights (CVRs) tied to future milestones for SENTI-202, rather than immediate cash.

• The merger is structured to divest the company’s main operating business, with the public entity retaining early-stage Rett Syndrome and TIL programs and seeking additional capital.

• A special committee of independent directors, advised by Lincoln International, determined the merger consideration is fair to public stockholders.

Voting matters and shareholder proposals

• Proposals include electing three Class I directors, ratifying KPMG LLP as auditor, approving issuance of over 19.99% of shares for convertible notes, approving the merger, authorizing a reverse stock split (1-for-20 to 1-for-50), and permitting adjournment if needed.

• Supporting stockholders holding 32.6% of shares have agreed to vote in favor of the merger and stock issuance.

• Approval of the merger requires both a majority of all shares and a majority of the minority (excluding affiliates of the acquirer).

Board of directors and corporate governance

• The board is divided into three classes, with staggered three-year terms; nominees for Class I are Timothy Lu, Edward Mathers, and Frances D. Schulz.

• The board has audit, compensation, and nominating/governance committees, with a focus on diversity, independence, and risk oversight.

• Non-employee directors receive cash and equity compensation, with additional awards vesting upon a change of control.