Senti Biosciences (SNTI) Proxy filing summary

Executive summary

• The annual meeting is scheduled for August 18, 2026, to be held virtually, with voting on key proposals including director elections, auditor ratification, a major merger, stock issuance, a reverse stock split, and potential adjournment if necessary.

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

• The merger is recommended by a Special Committee of independent directors, supported by a fairness opinion from Lincoln International LLC, and requires both majority shareholder approval and a majority of the minority vote.

• If the merger is not completed, the company remains independent but faces significant capital constraints and uncertainty regarding its programs.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of three Class I directors; (2) ratification of KPMG LLP as auditor for 2026; (3) approval of stock issuance upon exchange of convertible notes; (4) approval of the merger; (5) approval of a reverse stock split (1-for-20 to 1-for-50); (6) adjournment if needed; and (7) other business.

• The merger and stock issuance proposals require both majority approval and a majority of the minority vote, with certain insiders excluded from the latter.

• A voting agreement is in place with key shareholders and insiders to support the merger and stock issuance.

Board of directors and corporate governance

• The board is classified into three classes, with eight members, and only removable for cause by a supermajority.

• The board has audit, compensation, and nominating/governance committees, all with independent directors.

• The company emphasizes diversity, independence, and ethical standards in board selection.