Senti Biosciences (SNTI) Proxy filing summary

Executive summary

• Entered into a definitive merger agreement where a private affiliate of the largest stockholder will acquire most of the existing business and pipeline, with the public entity retaining early-stage programs and IP focused on Regulator Dial™ technology.

• Stockholders will receive contingent value rights (CVRs) tied to future milestones for SENTI-202, with potential payments up to $60 million over seven years.

• The transaction is subject to stockholder approval, regulatory clearances, and other customary closing conditions, with closing expected in Q3 2026.

• Following the transaction, the company will focus on early-stage gene therapy for Rett Syndrome and armored TIL therapies for solid tumors.

Voting matters and shareholder proposals

• Stockholder approval is required, including a majority of the minority vote, excluding shares held by the acquirer and affiliates.

• A proxy statement will be filed and mailed to stockholders; the annual meeting is scheduled for August 18, 2026, with a new deadline for shareholder proposals set for July 28, 2026.

• Voting agreements are in place with executive officers, certain directors, and the largest stockholder to support the merger.

Board of directors and corporate governance

• The special committee of the board determined the merger and CVR agreement are fair and in the best interests of stockholders.

• The board has taken actions to render anti-takeover provisions inapplicable to the transaction.

• Directors and executive officers have interests in the merger, including accelerated vesting of equity awards and potential continued employment.