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Notice is hereby given that the 2026 Annual Meeting of Stockholders, or the Annual Meeting, of Senti Biosciences Holdings, Inc., or the Company, we, us, or our, will be held online on August 18, 2026 at 8:00 a.m. Pacific Time. This year’s Annual Meeting will be held virtually. You may attend the meeting virtually via the Internet at www.virtualshareholdermeeting.com/SNTI2026, where you will be able to vote electronically and submit questions. You will need the 16-digit control number included with the proxy card in order to attend the Annual Meeting. The purpose of the Annual Meeting is the following:

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The Board of Directors has fixed the close of business on July 23, 2026 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting of Stockholders, or at any adjournments of the Annual Meeting of Stockholders.

In order to attend the Annual Meeting virtually, you will be required to enter the control number provided in the Notice or the proxy card at www.virtualshareholdermeeting.com/SNTI2026. Beneficial owners of shares held in street name will need to follow the instructions provided in the voting instructions form by the broker, bank or other nominee that holds their shares. Please see the “—General Information” section of the Proxy Statement that accompanies this notice for more details regarding the logistics of the virtual Annual Meeting, including the ability of stockholders to submit questions during the Annual Meeting, and technical details and support related to accessing the virtual platform. You will not be able to attend the Annual Meeting in person.

Your vote is important. Whether or not you expect to attend the virtual meeting, it is important that your shares be represented. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend

the meeting, by submitting your proxy via the Internet at the address listed on the proxy card or by signing, dating and returning the proxy card. Even if you have voted by proxy, you may still vote at the virtual meeting. Please note, however, that if your shares are held through a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

All stockholders are cordially invited to attend the Annual Meeting.

Your vote is important, whether or not you expect to attend the Annual Meeting. You are urged to vote either via the Internet or telephone . Voting promptly will help avoid the additional expense of further solicitation to assure

a quorum at the meeting.

 

This Proxy Statement contains information about the 2026 Annual Meeting of Stockholders, or the Annual Meeting, of Senti Biosciences Holdings, Inc., which will be held on August 18, 2026 at 8:00 a.m. Pacific Time. This year’s Annual Meeting will be held virtually. You may attend the Annual Meeting virtually via the Internet at www.virtualshareholdermeeting.com/SNTI2026, where you will be able to vote electronically and submit questions.

We plan to mail the Notice of Annual Meeting, or the Notice, this Proxy Statement, our 2025 Annual Report to Stockholders for the fiscal year ended December 31, 2025, or the 2025 Annual Report, and the proxy card attached hereto on or about [    ], 2026 to all stockholders entitled to vote at the Annual Meeting. You will need the 16-digit control number included with the proxy card in order to attend the Annual Meeting. The Board of Directors of Senti Biosciences Holdings, Inc. is using this Proxy Statement to solicit proxies for use at the Annual Meeting. In this Proxy Statement, the terms “Senti,” “Senti Biosciences,” the “Company,” “we,” “us,” and “our” refer to Senti Biosciences Holdings, Inc. The mailing address of our principal executive offices is Senti Biosciences Holdings, Inc., 2 Corporate Drive, First Floor, South San Francisco, CA 94080.

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the proxies will be voted in accordance with the recommendation of our Board of Directors with respect to each of the matters set forth in this Proxy Statement and the accompanying proxy card. You may revoke your proxy at any time before it is exercised at the meeting by giving our corporate secretary written notice to that effect.

We made this Proxy Statement, the accompanying form of proxy card and our 2025 Annual Report, available to stockholders on or about [    ], 2026.

We are an “emerging growth company” under applicable federal securities laws and therefore permitted to conform with certain reduced public company reporting requirements. As an emerging growth company, we provide in this Proxy Statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, including the compensation disclosures required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We will remain an “emerging growth company” until the earliest of (i) December 31, 2026; (ii) the last day of the fiscal year in which our total annual gross revenue is equal to or more than $1.235 billion; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a “large accelerated filer” under the rules of the Securities and Exchange Commission, or the SEC. Even after we are no longer an “emerging growth company,” we may remain a “smaller reporting company.”

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting to be Held on August 18, 2026:

 

This Proxy Statement and our 2025 Annual Report to Stockholders are

available for viewing, printing and downloading at www.virtualshareholdermeeting.com/SNTI2026.

 

This Proxy Statement and our 2025 Annual Report are also available on the SEC’s website at www.sec.gov.

The announcement and pendency of the Contemplated Transactions, whether or not consummated, may adversely affect the trading price of our common stock, our business or our relationships with third parties, such as contract manufacturing organizations, suppliers and employees. In addition, pending the completion of the Contemplated Transactions, we may be unable to attract and retain key personnel and the focus and attention of our management and employee resources may be diverted from operational matters during the pendency of the Contemplated Transactions.

The closing of the Contemplated Transactions is subject to the satisfaction or waiver of various conditions, including the Stockholder Approval and the Majority of the Minority Approval. The closing conditions set forth in the Merger Agreement may not be satisfied. If we are unable to satisfy the closing conditions in Parent’s favor or if other mutual closing conditions are not satisfied, Parent will not be obligated to consummate the Contemplated Transactions. In the event that the Contemplated Transactions are not completed, the announcement of the termination of the Merger Agreement may adversely affect the trading price of our common stock, our business and operations or our relationships with third parties, such as contract manufacturing organizations, suppliers and employees. Any delay in completing the Contemplated Transactions may significantly reduce the benefits that the Company expects to achieve if it successfully completes the Contemplated Transactions within the expected timeframe.

In addition, if the Contemplated Transactions are not completed, the Board (or the Special Committee), in discharging its fiduciary obligations to our stockholders, may evaluate other strategic alternatives that may be available, which alternatives may not be as favorable to the Company and our stockholders as the Contemplated Transactions. Moreover, we may be unable to find another potential buyer or to raise capital from another source on a timely basis, which could result in our inability to continue our business and the liquidation and winding down of the Company and its business.

The Merger Agreement restricts our ability to solicit, initiate or engage in discussions or negotiations with a third party (including by furnishing non-public information) regarding competing transactions and our ability to change or withdraw the Company Recommendation. As a result of these provisions, it is more difficult for us to engage in another type of acquisition transaction with a party other than Parent, even if that party were prepared to pay consideration with a higher value than the consideration to be paid by Parent. These provisions could also discourage a third party that might have an interest in acquiring all of, or substantially all of, our assets or our common stock from considering or proposing such an acquisition.

The Merger Consideration consists solely of the right to receive the Milestone Payment Amount, which right shall be subsequently distributed to the Company’s stockholders in the form of CVRs. Pursuant to the CVR Agreement, cash will be paid with respect to these CVRs only to the extent that the Milestones specified by the CVR Agreement are achieved before the Milestone Expiration Date. Pursuant to the Merger Agreement, Parent has agreed to use, and cause its affiliates and licensees to use, diligent efforts (as defined in the Merger Agreement) to achieve each Milestone, and neither Parent nor any of its affiliates or its (or their) licensees shall take any action, or fail to take any action, whose primary purpose is to avoid the achievement of any Milestone or the payment of any Milestone Payment Amount. Even assuming Parent’s compliance with this obligation, the Company cannot guarantee its stockholders that any Milestone will be achieved before the Milestone Expiration Date because the achievement of each Milestone is not solely within the control of either the Company or Parent. As a result, our stockholders may not receive any cash as a result of the Contemplated Transactions.

We have incurred and expect to continue to incur significant expenses related to the Contemplated Transactions. These expenses include, but are not limited to, financial advisory and opinion fees and expenses, legal fees, accounting fees and expenses, certain employee expenses, filing fees, printing expenses and other related fees and expenses. Many of these expenses will be payable by us regardless of whether the Contemplated Transactions are consummated.

On June 16, 2026, Lincoln rendered its oral opinion to the Special Committee (which was subsequently confirmed in writing by delivery of Lincoln’s written opinion addressed to the Special Committee dated the same date) as to, as of June 16, 2026, the fairness, from a financial point of view, of the Merger Consideration to be received by the Public Stockholders in the Merger following the contemplated distribution of CVRs to the stockholders of the Company.

Although the Company believes there have been no material changes in the matters and conditions considered by Lincoln in rendering its fairness opinion and no material changes are anticipated to occur prior to the Annual Meeting, changes in the operations and prospects of the Company, general market and economic conditions and other factors that may be beyond the control of the Company, and on which the opinion was based, may alter the value of assets by the time the Contemplated Transactions are completed, if ever. The opinion rendered by Lincoln does not speak to the time when the Contemplated Transactions will be completed, if ever. For a more complete description of the opinion rendered by Lincoln, see “Proposal No. 4—Approval of Agreement and Plan of Merger—Opinion of the Special Committee’s Financial Advisor” and the full text of the opinion contained in Annex C to this Proxy Statement.

Our directors and executive officers have certain interests in the Merger that may be different from, or in addition to, the interests of our stockholders generally. Our directors and executive officers collectively hold stock options and restricted stock unit awards, and pursuant to the Merger Agreement, the vesting of such equity awards will be accelerated. In addition, pursuant to existing agreements and plans, our executive officers may continue to be employed by Opco and are eligible for certain severance benefits. Our executive officers and directors are also entitled to certain indemnification benefits pursuant to the Merger Agreement. For more information, see the section entitled, “Proposal No. 4—Approval of Agreement and Plan of Merger—Interests of Executive Officers and Directors of the Company in the Merger.

If the Merger is completed, we will no longer be developing SENTI-202 or any of our other programs, other than (i) our program seeking a treatment for Rett Syndrome, or the Rett Syndrome program, utilizing the Company’s Regulator Dial technology and (ii) our platform of Regulator Dial-enabled armored tumor-infiltrating lymphocyte, or TIL, therapies designed to address key limitations associated with current TIL approaches, or the TIL program. Following closing, we plan to continue advancing our Rett Syndrome and TIL programs with the goal of returning value to our stockholders. Notwithstanding this present expectation, our Board may use our resources for other purposes for the benefit of the Company and our stockholders, and in connection therewith may find it necessary or advisable to use our resources for different or presently non-contemplated purposes.

Our Rett Syndrome and TIL programs are each at an early stage of development, and there can be no assurance that either program will yield a clinical product candidate that will receive FDA approval in the future or that it will attract interest from third-party collaborators. Therefore, the value of our common stock after the Merger may be materially and adversely affected by the fact that our Rett Syndrome and TIL programs are expected to be our only programs following the Merger.

The successful operation of our business following the Merger will require substantial capital. Our cash resources following the Merger will not be sufficient to fund our strategy, operations or liquidity needs, and we may require additional debt or equity financing sooner than we currently expect. We expect to continue to incur significant cash needs, including for personnel costs, public company costs, professional fees, transaction expenses, working capital, debt service and the costs of advancing our Rett Syndrome and TIL programs. Our cash resources may be exhausted more quickly than we expect, and we may run out of cash before we are able to secure additional financing.

Capital markets conditions, trading volatility in our common stock, our financial condition, investor sentiment regarding our Rett Syndrome and TIL programs and other factors may make it difficult or impossible for us to obtain

additional capital on terms that are acceptable to us, or at all. If financing is unavailable or available only on unfavorable terms, we may be forced to curtail operations, issue additional equity that is highly dilutive, incur restrictive indebtedness, drastically reduce expenses, cease operations, declare bankruptcy, or pursue other strategic alternatives. If we are unable to raise capital when needed, we may run out of cash. Any of these outcomes could materially adversely affect our business and stockholders.

Following the Merger, our business, operations, financial condition, market capitalization, stockholders’ equity and trading characteristics will change materially. As a result, we may have difficulty continuing to satisfy Nasdaq’s continued listing standards, including standards relating to minimum stockholders’ equity, market value, bid price, publicly held shares, round-lot holders, corporate governance and other qualitative and quantitative requirements. In addition, after the Merger, investors may view us as an operating company with limited assets or operations pending implementation of our new business plan, which could adversely affect trading in our common stock and our ability to satisfy applicable listing standards. This risk may be heightened because, after the Merger, we will be viewed as a company with limited operating history, extremely limited capital and uncertain prospects. If Nasdaq determines that we no longer meet one or more of its continued listing requirements, our common stock could be delisted. A delisting would likely adversely affect the liquidity and market price of our common stock, reduce our access to the capital markets, impair our ability to raise additional financing, decrease analyst coverage and investor interest, and make it more difficult for stockholders to sell their common stock. Any such consequences could materially and adversely affect the value of an investment in our common stock.

Following the Merger, we expect to continue to incur substantial costs associated with being a public company, including costs relating to SEC reporting, Nasdaq compliance, legal and accounting services, audit requirements, internal controls, investor relations, directors’ and officers’ insurance, corporate governance, stockholder communications and other administrative and compliance functions. If our continuing operating business remains limited, these costs may represent a disproportionate burden on our liquidity and financial resources. As a result, a significant portion of our available capital may be consumed by public company obligations rather than by investment in the advancement of our Rett Syndrome and TIL programs. If public company costs are greater than expected, or if our remaining resources are less than expected, our ability to execute our strategy, remain listed on Nasdaq, maintain operations and create stockholder value could be materially adversely affected.

We may be subject to securities litigation in connection with the Contemplated Transactions, including possible regulatory action or class action lawsuits. Litigation is frequently initiated in connection with merger and acquisition transactions, particularly those involving insiders. Regulatory inquiries and litigation are complex and could result in substantial costs, divert our management’s attention and resources, and harm our business, financial condition and results of operations.

We have implemented the virtual format in order to facilitate stockholder attendance at our Annual Meeting. We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication. For example, the virtual format allows stockholders to communicate with us in advance of, and during, the Annual Meeting so they can ask questions of our Board of Directors or management. This format allows stockholders to participate fully from any location, without the cost of travel.

To attend and participate in the Annual Meeting, stockholders will need to access the live audio webcast of the meeting. To do so, stockholders of record will need to visit www.virtualshareholdermeeting.com/SNTI2026 and use their control number provided in the proxy card to preregister to this website, and beneficial owners of shares held in street name will need to follow the same instructions. Registration will open 15 minutes prior to the meeting.

The live audio webcast of the Annual Meeting will begin promptly at 8:00 a.m. Pacific Time.

Stockholders will also have the opportunity to submit questions during the Annual Meeting through www.virtualshareholdermeeting.com/SNTI2026. Stockholders may submit questions during the Annual Meeting using the “Ask a Question” field on the virtual meeting website. A technical support telephone number will be posted on the log-in page of www.virtualshareholdermeeting.com/SNTI2026 that you can call if you encounter any difficulties accessing the virtual meeting during the check-in or during the meeting.

There will be a support number available on the login page of the virtual meeting 15 minutes before the meeting begins for any stockholders having technical difficulties. The technical support line will not be able to provide control numbers, but will be able to assist with any technical issues.

On or about [   ], 2026, we will mail our proxy materials, including the Notice, this Proxy Statement, our 2025 Annual Report and the accompanying proxy card or, for shares held in street name (i.e., held for your account by a broker or other nominee), a voting instruction form, to stockholders. You will need the 16-digit control number included on the proxy card to access these materials.

Our Board of Directors is soliciting your vote for the Annual Meeting.

The record date for determination of stockholders entitled to vote at the Annual Meeting is the close of business on July 23, 2026.

There were [   ] shares of our common stock, par value $0.0001 per share, outstanding on July 23, 2026, all of which are entitled to vote with respect to all matters to be acted upon at the Annual Meeting. Each stockholder of record is entitled to one vote for each share of our common stock held by such stockholder. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or vote on your own behalf at our virtual Annual Meeting. None of our shares of preferred stock were outstanding as of July 23, 2026.

Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or vote on your own behalf at our virtual Annual Meeting. Throughout this Proxy Statement, we refer to these registered stockholders as “stockholders of record.”

Street Name Stockholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and the proxy materials were forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. Beneficial owners are also invited to attend our virtual Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock on your own behalf at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. Note you should also be receiving a voting instruction form for you to use from your broker. Throughout this Proxy Statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”

If you are a stockholder of record, there are four ways to vote:

Even if you plan to participate in our virtual Annual Meeting, we recommend that you also vote by proxy so that your vote will be counted if you later decide not to participate in the Annual Meeting.

If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning an instruction card, or by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank or other nominee. As discussed above, if you are a street name stockholder, you may not vote your shares on your own behalf at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

If you will not be attending the Annual Meeting, you may vote by proxy. You can vote by proxy over the Internet by following the instructions provided in the enclosed proxy card. Proxies submitted by mail must be received before the start of the Annual Meeting.

If you complete and submit your proxy before the Annual Meeting, the persons named as proxies will vote the shares represented by your proxy in accordance with your instructions. If you submit a proxy without giving voting

instructions, your shares will be voted in the manner recommended by the Board of Directors on all matters presented in this Proxy Statement, and as the persons named as proxies may determine in their discretion with respect to any other matters properly presented at the Annual Meeting. You may also authorize another person or persons to act for you as proxy in a writing, signed by you or your authorized representative, specifying the details of those proxies’ authority. The original writing must be given to each of the named proxies, although it may be sent to them by electronic transmission if, from that transmission, it can be determined that the transmission was authorized by you.

If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in your proxy and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any other matters will be raised at the Annual Meeting.

You may revoke your proxy by (1) entering a new vote by mail that we receive before the start of the Annual Meeting or over the Internet or via telephone, (2) attending and voting at the Annual Meeting online (although attendance at the Annual Meeting will not in and of itself revoke a proxy), or (3) by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with our Corporate Secretary. Any written notice of revocation or subsequent proxy card must be received by our Corporate Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be sent to our principal executive offices at Senti Biosciences Holdings, Inc., 2 Corporate Drive, First Floor, South San Francisco, CA 94080, Attention: Corporate Secretary.

If a broker, bank, or other nominee holds your shares, you must contact such broker, bank, or nominee in order to find out how to change your vote.

Our Amended and Restated Bylaws, or bylaws, provide that the holders of a majority in voting power of the shares issued and outstanding and entitled to vote, present in person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. There were [   ] shares of our common stock outstanding and entitled to vote on the record date. Therefore, a quorum will be present if [   ] shares of our common stock are present in person or represented by executed proxies timely received by us at the Annual Meeting. Shares present virtually during the Annual Meeting will be considered shares of common stock represented in person at the meeting.

Under the Delaware General Corporation Law, shares that are voted “abstain” or “withheld” and broker “non-votes” are counted as present for purposes of determining whether a quorum is present at the Annual Meeting. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.

Under our bylaws, any proposal other than an election of directors is decided by a majority of the votes properly cast for and against such proposal, except where a larger vote is required by law or by our certificate of incorporation or by our bylaws. Abstentions and broker “non-votes” are not included in the tabulation of the voting results on any such proposal and, therefore, do not have an impact on such proposals. An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal.

If your shares are held in “street name” by a brokerage firm, your brokerage firm is required to vote your shares according to your instructions. If you do not give instructions to your brokerage firm, the brokerage firm may still be able to vote your shares in its discretion. Under the rules of the New York Stock Exchange, which are also applicable to Nasdaq-listed companies, brokers, banks, and other securities intermediaries that are subject to New York Stock Exchange rules may use their discretion to vote your “uninstructed” shares on matters considered to be “routine” under New York Stock Exchange rules but not with respect to “non-routine” matters. A broker “non-vote” occurs when a broker, bank, or other agent has not received instructions from the beneficial owner of the shares and the broker, bank, or other agent cannot vote the shares because the matter is considered “non-routine” under New York Stock Exchange rules. Proposal Nos. 1, 3, 4, 5 and 6 are considered to be “non-routine” under New York Stock Exchange Rules such that your broker, bank, or other agent may not vote your shares on those proposals in the absence of your voting instructions. Conversely, Proposal No. 2 is considered to be “routine” under New York Stock Exchange rules, and thus if you do not return voting instructions to your broker, your shares may be voted by your broker in its discretion on Proposal No. 2.

Any election of directors by stockholders shall be determined by a plurality of the votes properly cast on the election of directors. In other words, the three directors nominated via Proposal No. 1 who receive the most votes cast and entitled to vote on the proposal will be elected. Shares voting “withheld” and broker non-votes will have no effect on the election of directors.

Proposal No. 2, relating to ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026, requires the affirmative vote of the holders of a majority in voting power of the votes cast on such matter. Abstentions and broker non-votes, if any, will have no effect on the outcome of the vote on this proposal.

Proposal No. 3, relating to approval of the issuance of more than 19.99% of our outstanding common stock upon exchange of the Notes (as defined below), requires the affirmative vote of the holders of a majority in voting power of the votes cast on such matter. Abstentions and broker non-votes, if any, will have no effect on the outcome of the vote on this proposal.

Proposal No. 4, relating to approval of the Merger Agreement (as defined below), requires the affirmative vote of both (i) the holders of a majority of the outstanding shares of our common stock entitled to vote on this proposal at the Annual Meeting, which approval we refer to as the Stockholder Approval, and (ii) the holders of a majority of the votes cast by holders of shares of our common stock other than shares beneficially owned by Parent (as defined below), Merger Sub (as defined below) or any of their respective affiliates, or with respect to which any of the foregoing has the right to direct the voting thereof, that are present in person or represented by proxy and entitled to vote on this proposal at the Annual Meeting, which approval we refer to as the Majority of the Minority Approval. With respect to the Stockholder Approval, because approval is based on a majority of outstanding shares, abstentions and broker non-votes, if any, will have the same effect as a vote “AGAINST” the proposal. With respect to the Majority of the Minority Approval, because approval is based on a majority of votes cast, abstentions and broker non-votes will have no effect on the outcome of that vote.

Proposal No. 5, relating to amendments to our certificate of incorporation to effect a reverse stock split, subject to the discretion of our Board’s discretion, requires the affirmative vote of the holders of a majority in voting power of the votes cast on such matter. Abstentions and broker non-votes, if any, will have no effect on the outcome of the vote on this proposal.

Proposal No. 6, relating to approval to permit adjournment of the Annual Meeting, requires the affirmative vote of the holders of a majority in voting power of the votes cast on such matter. Abstentions and broker non-votes, if any, will have no effect on the outcome of the vote on this proposal.

We are making this solicitation and will pay the entire cost of preparing and distributing our proxy materials and soliciting votes. If you choose to access the proxy materials or vote over the Internet, you are responsible for any Internet access charges that you may incur. Our officers and employees may, without compensation other than their regular compensation, solicit proxies through further mailings, personal conversations, facsimile transmissions, e-mails, or otherwise. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning, and tabulating the proxies. We have hired D.F. King to assist in the proxy solicitation process. We have agreed to pay approximately $10,000 for proxy solicitation services exclusive of related disbursements and travel expenses (in each case, if any).

Any stockholder who meets the requirements of the proxy rules under the Exchange Act may submit proposals to the Board of Directors to be presented at the 2027 annual meeting of stockholders. Such stockholder proposals intended to be included in the proxy statement for the next annual meeting of our stockholders in 2027 must also satisfy the requirements of SEC Rule 14a-8 under the Exchange Act, and be submitted in writing by notice delivered or mailed by first-class United States mail, postage prepaid, to our corporate secretary at our principal executive offices, received no later than [   ], 2027, in order to be considered for inclusion in the proxy materials to be disseminated by the Board of Directors for such annual meeting. If the date of the 2027 annual meeting is moved by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, then notice must be received within a reasonable time before we begin to print and send proxy materials. If that happens, we will publicly announce the deadline for submitting a proposal in a press release or in a document filed with the SEC. A proposal submitted outside the requirements of Rule 14a-8 under the Exchange Act will be considered untimely if received after [   ], 2027.

Our bylaws also provide for separate notice procedures to recommend a person for nomination as a director or to propose business to be considered by stockholders at a meeting. To be considered timely, the required notice must be in writing and received by our corporate secretary at our principal executive offices no earlier than April 20, 2027 and no later than May 20, 2027.

In addition, to satisfy the foregoing requirements, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act and such a stockholder nominee must also comply with the additional requirements of Rule 14a-19(b) under the Exchange Act. Stockholder proposals and the required notice should be addressed to Senti Biosciences Holdings, Inc., 2 Corporate Drive, First Floor, South San Francisco, CA 94080, Attention: Corporate Secretary. We also encourage you to submit any such proposal via email to: investors@sentibio.com.

We plan to announce preliminary voting results at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K, which we expect to file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

Unless the context otherwise requires, we, us, our, the Company and Senti refer to Senti Biosciences Holdings, Inc., a Delaware corporation, and its consolidated subsidiaries. All references herein to the Board of Directors, or the Board, refer to the board of directors of Senti Biosciences Holdings, Inc.

On June 8, 2022, or the Closing Date, Dynamics Special Purpose Corp., a Delaware corporation, or DYNS, consummated a business combination pursuant to the terms of the Business Combination Agreement, dated December 19, 2021, as amended February 12, 2022 and May 19, 2022, or the Business Combination Agreement, by and among DYNS, Explore Merger Sub, Inc., a Delaware corporation, or the Merger Sub and Senti Sub I, Inc., or formerly Senti Biosciences, Inc., or Legacy Senti, a Delaware corporation.

Pursuant to the Business Combination Agreement, on the Closing Date, Merger Sub merged with and into Legacy Senti with Legacy Senti surviving as a wholly-owned subsidiary of DYNS, and DYNS changed its name to Senti Biosciences, Inc. i.e., the Closing. We refer to this transaction as the Business Combination.

On April 24, 2026, Senti Biosciences, Inc., or Opco, implemented a reorganization pursuant to an Agreement and Plan of Merger, or the Reorganization Merger Agreement, dated as of April 24, 2026, among Opco, Senti Biosciences Holdings, Inc., a Delaware corporation and Senti Biosciences Merger Sub, Inc., or Reorg Merger Sub, a Delaware corporation and direct, wholly owned subsidiary of Senti Holdings, Inc., or Midco, a Delaware corporation and direct, wholly owned subsidiary of Senti Biosciences Holdings, Inc. Pursuant to the terms of the Reorganization Merger Agreement, Reorg Merger Sub merged with and into Opco, with Opco continuing as the surviving corporation and a wholly owned subsidiary of Midco, which is a wholly owned subsidiary of Senti Biosciences Holdings, Inc. (such transaction, the Reorganization). Following the Reorganization, Senti Biosciences Holdings, Inc. became the successor issuer to Senti Biosciences, Inc. Any reference to “the Company”, “we”, “us”, or “our” in this proxy statement refers to Senti Biosciences Holdings, Inc., as successor issuer to Senti Biosciences, Inc.

The proposed Merger is the acquisition of the Company by Celadon Partners SPV 35 Limited, or Parent, pursuant to the Merger Agreement. If the proposal to adopt the Merger Agreement is approved by the holders of our common stock and the other closing conditions under the Merger Agreement have been satisfied or waived, Merger Sub will merge with and into Midco, with Midco continuing as the Surviving Corporation. As a result of the Merger, Midco will become a wholly owned subsidiary of Parent.

If the Merger is completed, our stockholders will receive the CVRs and we will continue to develop (i) our program seeking a treatment for Rett Syndrome, or the Rett Syndrome program, utilizing the Company’s Regulator Dial technology and (ii) our platform of Regulator Dial-enabled armored tumor-infiltrating lymphocyte, or TIL, therapies designed to address key limitations associated with current TIL approaches, or the TIL program. Although we will no longer be developing SENTI-202 or our other programs following closing, we plan to continue advancing our Rett Syndrome and TIL programs with the goal of returning additional value to our stockholders. Notwithstanding this present expectation, our Board may use our resources for other purposes for the benefit of the Company and our stockholders, and in connection therewith may find it necessary or advisable to use our resources for different or

presently non-contemplated purposes. We currently expect our common stock to continue to be registered under the Exchange Act and quoted on the Nasdaq Capital Market under the symbol “SNTI” so long as we continue to meet the applicable listing requirements.

If the Merger Agreement is not adopted by our stockholders or if the Merger is not consummated for any other reason, our stockholders will not receive any CVRs with respect to their shares of common stock. Instead, we would remain an independent company and retain our programs, including SENTI-202. However, we have been and expect to continue to be capital constrained and our ability to continue to develop SENTI-202 or any of our other programs, including the Rett Syndrome program and the TIL program, is uncertain.

Under specified circumstances, upon or following the termination of the Merger Agreement, we may be required to pay Parent a termination fee, as described under “The Merger Agreement—Termination Fees” beginning on page 84.

Upon completion of the Merger, you will be entitled to receive Contingent Value Rights, or CVRs, with respect to your shares of common stock held as of the CVR record date, which will be a date no less than five days and no more than ten days following the date that the Merger closes. The CVR will entitle you to receive your share of any contingent cash payments, or the Milestone Payment Amounts, if the applicable milestones are achieved, as described in the CVR Agreement. In addition, you will retain your interest in our common stock, allowing you to benefit from potential increases in our future earnings, growth or value, including from our development of the Rett Syndrome program and the TIL program.

While no guarantee can be given that any proceeds will be received, each CVR will represent the right to receive the Milestone Payment Amounts upon the achievement by the seventh anniversary of the Merger closing date of certain milestones set forth in the CVR Agreement, as further described in the section captioned “The Contingent Value Rights Agreement—Milestone Payments,” beginning on page 86.

Yes. Each CVR represents the right to receive a pro rata portion of each of the Milestone Payment Amounts upon the achievement of each of three Milestones, as further described in the section captioned “The Contingent Value Rights Agreement—Milestone Payments,” beginning on page 86.

Yes. There can be no assurance that any of the Milestones will be achieved, and that the resulting payments will be required of Midco.

The CVRs are not transferable except under certain limited circumstances, will not be evidenced by a certificate or other instrument and will not be registered or listed for trading. The CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in Midco or in any constituent company to the Merger.

Stock Options. Immediately prior to the Closing Effective Time, each stock option of the Company, whether vested or unvested, that is outstanding immediately prior to the Closing Effective Time will become fully vested and exercisable, automatically and without any action on the part of the stock option holder. Each stock option that is outstanding and unexercised as of immediately prior to the CVR record date will entitle the holder to receive, upon exercise of the stock option pursuant to the stock option terms, a number of CVRs equal to the number of shares of the Company’s common stock that would have been issuable upon exercise in full of the stock option immediately prior to the CVR record date, reduced by an amount equal to the amount of any applicable withholding taxes, subject to and in accordance with the terms and conditions of the stock option and the CVR Agreement.

Restricted Stock Units. Immediately prior to the Closing Effective Time, each Company RSU, whether vested or unvested, that is outstanding immediately prior to the Closing Effective Time will become fully vested, automatically

and without any action on the part of the RSU holder, and will thereafter remain subject to settlement in accordance with the terms and conditions of the applicable stock plan of the Company and the award agreement evidencing the Company RSU. Each RSU that is outstanding and unsettled as of immediately prior to the CVR record date will entitle the holder to receive, upon settlement of the RSU pursuant to the RSU terms, a number of CVRs equal to the number of shares of the Company’s common stock subject to the RSU immediately prior to the CVR record date, reduced by an amount equal to the amount of any applicable withholding taxes, subject to and in accordance with the terms and conditions of the RSU and the CVR Agreement.

Warrants. Each warrant to purchase shares of the Company’s common stock that is outstanding and unexercised as of immediately prior to the CVR record date will entitle the warrant holder to receive, upon exercise of the warrant pursuant to the warrant terms, a number of CVRs equal to the number of shares of the Company’s common stock that would have been issuable upon exercise in full of the warrant immediately prior to the CVR record date, reduced by an amount equal to the amount of any applicable withholding taxes, subject to and in accordance with the terms and conditions of the warrant and the CVR Agreement.

We are working toward completing the Merger as soon as possible, and currently expect to consummate the Merger during the third quarter of 2026. However, the exact timing of completion of the Merger cannot be predicted because the Merger is subject to conditions, including adoption of the Merger Agreement by our stockholders and the receipt of certain regulatory approvals, that are out of our control and which may delay the completion of the Merger or prevent it from being completed at all. See “The Merger Agreement—When the Merger Becomes Effective” and “The Merger Agreement—Conditions to Completion of the Merger.”

Appraisal or dissenter’s rights are a statutory remedy available in many states to stockholders who object to certain extraordinary actions taken by a corporation, such as mergers or certain other change of control transactions. This remedy typically allows dissenting stockholders to require the corporation to buy their stock at a price equal to its fair value immediately before the extraordinary corporate action is taken. Under Delaware law, our stockholders are not entitled to appraisal rights in connection with the Merger and we will not independently provide our stockholders with any such rights.

If you are a U.S. holder (as defined under “Proposal No. 4—Approval of Agreement and Plan of Merger—Material U.S. Federal Income Tax Consequences of the Distribution of the Contingent Value Rights and Receipt of Milestone Payment Amounts (If Any),” beginning on page 61), you may be subject to tax on the distribution of the CVRs and the receipt of Milestone Payment Amounts (if any). The character of the Distribution, as well as the character of any gain, income or loss that a U.S. holder will recognize as a result of the receipt of the Milestone Payment Amounts, is uncertain. Because particular circumstances may differ, we recommend that you consult your own tax advisor to determine the U.S. federal income tax consequences relating to the Distribution of the CVRs and receipt of Milestone Payment Amounts (if any) in light of your own particular circumstances and any consequences arising under the laws of any state, local or non-U.S. tax jurisdiction. A more complete description of the U.S. federal income tax consequences of the distribution of the CVRs and receipt of Milestone Payments Amounts following the Merger is provided under “Proposal No. 4—Approval of Agreement and Plan of Merger— Material U.S. Federal Income Tax Consequences of the Distribution of the Contingent Value Rights and Receipt of Milestone Payment Amounts (If Any),” beginning on page 61.

In order to receive the CVRs, you must hold your shares of our common stock through the CVR record date, which will be a date no less than five days and no more than ten days following the date that the Merger closes. Consequently, if you transfer your shares of our common stock before the CVR record date, you will have transferred your right to receive the CVRs or the corresponding Milestone Payment Amounts (if any).

The record date for stockholders entitled to vote at the Annual Meeting is earlier than the consummation of the Merger. If you transfer your shares of our common stock after the record date but before the closing of the Merger, you will have the right to vote at the Annual Meeting but not the right to receive the CVRs or the corresponding Milestone Payment Amounts (if any).

Our Board of Directors currently consists of eight members. In accordance with the terms of our certificate of incorporation and bylaws, our Board of Directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows:

Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires.

Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our Board of Directors. Our certificate of incorporation also provides that our directors may be removed only for cause and then only by the affirmative vote of the holders of 75% or more of the outstanding shares of capital stock then entitled to vote at an election of directors, and that any vacancy on our Board of Directors, including a vacancy resulting from an enlargement of our Board of Directors, may be filled only by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum.

Our Board of Directors has nominated each of Timothy Lu, M.D., Ph.D., Edward Mathers and Frances D. Schulz for election as a Class I director at the Annual Meeting. Each of the nominees are currently directors, and each has indicated a willingness to continue to serve as directors, if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for substitute nominees selected by our Board of Directors.

The following table identifies our director nominees, and sets forth their principal occupation and business experience during the last five years and age as of May 30, 2026.

The three (3) nominees for Class I director who receive the most votes (also known as a plurality) will be elected. You may vote either FOR all the nominees, FOR any one of the nominees, WITHHOLD your vote from all the nominees or WITHHOLD your vote from any one of the nominees. Votes that are withheld will not be included in the vote tally for the election of directors. If your shares are held in “street name” by a broker, bank or other nominee, your broker, bank or other nominee does not have authority to vote your unvoted shares held by the firm for the election of directors. As a result, any shares not voted by you will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.

The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if the nominees are unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our Board of Directors may designate.

The proposal for the election of directors relates solely to the election of Class I directors nominated by our Board of Directors.

Timothy Lu, M.D., Ph.D. has served as a member of our Board of Directors since June 2016, our Chief Executive Officer since July 2016, and is one of our co-founders. Dr. Lu served as our President from February 2018 until May 2024. In June 2010, Dr. Lu joined Massachusetts Institute of Technology faculty at the Department of Electrical Engineering and Computer Science and in 2012, he obtained a joint appointment at the Department of Biological Engineering. He currently serves on the Board of Directors of the Alliance for Regenerative Medicine. Dr. Lu has been a co-founder and/or a Scientific Advisory Board, or SAB, member to a number of biotechnology and biopharmaceutical companies, including BiomX Inc. (NYSE: PHGE) and Tango Therapeutics, Inc. (NASDAQ: TNGX). Dr. Lu received his undergraduate and Masters in Engineering degrees from MIT in Electrical Engineering and Computer Science. Thereafter, Dr. Lu earned his M.D. from Harvard Medical School and his Ph.D. in Electrical and Biomedical Engineering from Massachusetts Institute of Technology as part of the Harvard-MIT Health Sciences and Technology Medical Engineering and Medical Physics Program. We believe Dr. Lu is qualified to serve on our Board of Directors due to his extensive experience in the field of synthetic biology, as well as the perspective and experience he brings as our Chief Executive Officer.

Edward Mathers has served as a member of our Board of Directors since July 2016. Mr. Mathers joined New Enterprise Associates, Inc., or NEA, a private venture capital firm focusing on technology and healthcare investments, in August 2008 and is currently a Partner. Prior to joining NEA, Mr. Mathers served as Executive Vice President, Corporate Development and Venture at MedImmune, Inc., a biopharmaceutical company, and led its venture capital subsidiary, MedImmune Ventures, Inc. from June 2002 to June 2008. Mr. Mathers currently serves on the Board of Directors of number of biopharmaceutical and pharmaceutical companies, including Inozyme Pharma, Inc. (NASDAQ: INZY) since January 2017, MX Biosciences, Inc. (NASDAQ: MBX) since July 2020, OnKure Therapeutics, Inc. (NASDAQ: OKUR), formerly known as Reneo Pharmaceuticals, Inc., since December 2017, Rhythm Pharmaceuticals, Inc. (NASDAQ: RYTM) since March 2010, Synlogic, Inc. (NASDAQ: SYBX),formerly known as Mirna Therapeutics, Inc., since October 2012 and Trevi Therapeutics, Inc. (NASDAQ: TRVI) since July 2017, and he previously served on the Board of Directors of Akouos, Inc. (NASDAQ: AKUS), a public biotechnology company, from October 2017 to December 2022 when it was acquired by Eli Lilly and Company (NYSE: LLY), Mirum Pharmaceuticals, Inc. (NASDAQ: MIRM), a public biopharmaceutical company, from November 2018 to September 2022, Lumos Pharma, Inc. (NASDAQ: LUMO), a public biopharmaceutical company, from January 2014 to March 2020 when it merged with NewLink Genetics Corporation (NASDAQ: NLNK), Liquidia Technologies, Inc. (NASDAQ: LQDA), a public biopharmaceutical company, from April 2009 to May 2019, Ra Pharmaceuticals, Inc. (NASDAQ: RARX), a public biopharmaceutical company, from February 2010 to April 2020 when it was acquired by UCB S.A. and ObsEva SA (NASDAQ: OBSV), a public biopharmaceutical company, from November 2015 to June 2023. Mr. Mathers earned his B.S. in chemistry from North Carolina State University. We believe Mr. Mathers’ experience as a venture capitalist, as an executive and in business development and his experience in serving on the Board of Directors for several public and private biopharmaceutical and life sciences companies qualify him to serve on our Board of Directors.

Frances D. Schulz has served as a member of our Board of Directors since December 2024. Ms. Schulz was one of the founding members and senior partners in Ernst & Young’s, or EY’s, Life Sciences Practice and held various roles at EY from November 1987 until June 2023. Since November 2019, she has served as a Board Member, Audit Committee Chair, ex-officio member of the Finance Committee and member of the Governance and Investment Committee for Menlo College and since July 2024, she has served as a Board Member and Audit Committee Chair for EDAP TMS SA (Nasdaq: EDAP). Previously, she served as a Board Member, Audit Committee Chair and Finance Committee Chair for the National Board of Women in Bio (2013 - 2023) as well as a Board Member and an Audit Committee member for the California Life Sciences Industry Association. Ms. Schulz is a certified public accountant (CPA) licensed in California. Ms. Schulz received her B.S. in Business Administration from Menlo College. We believe Ms. Schulz is qualified to serve on the Board of Directors because of her experience in leadership positions in the biotechnology and life science industry, her finance and accounting expertise, and her educational background.

The Board of Directors recommends voting “FOR” the election of Timothy Lu, M.D., Ph.D., Edward Mathers and Frances D. Schulz as Class I directors, to serve for a three-year term ending at the annual meeting of stockholders to be held in 2029.

The following table identifies our current directors, and sets forth their principal occupation and business experience during the last five years and their ages as of May 30, 2026.

Donald Tang has served as a member of our Board of Directors since December 2024. Mr. Tang founded Celadon Partners, LLC, a private equity firm that invests in companies well positioned to leverage new innovations in technology or business models and unlock transformative value. Mr. Tang currently has served on the Board of Directors of Vicarious Surgical Inc. since 2021. From 2020 until its business combination in 2021, Mr. Tang was a director of D8 Holding Corp. and from 2004 to 2017, Mr. Tang worked at D.E. Shaw & Co., most recently as chief executive officer of D.E. Shaw & Co. (Asia-Pacific). He was the sole D.E. Shaw & Co. partner on the investment side in Asia, and a founding member of the firm’s Asian private equity business. Mr. Tang started his career at Citadel Investment Group in 2003. He is a member of the Harvard Kennedy School Mossavar-Rahmani Center for Business and Government Advisory Council, Special Advisor (China) to the Milken Institute and a member of the Aspen Global Leadership Network. Mr. Tang graduated from Carnegie Mellon University with a degree in computer science and business administration, and a minor in computational finance. We believe Mr. Tang is qualified to serve on the Board of Directors because of his experience managing public companies and his extensive business, finance and private equity experience.

Bryan Baum has served as a member of our Board of Directors since July 18, 2025. Mr. Baum is a serial entrepreneur who has founded and sold multiple companies including Blue Vision Labs, a localization and mapping software company for self-driving cars (sold to Lyft in 2018); Operam, a data analytics and marketing insights company; and Represent.com, an e-commerce platform (sold to CustomInk in 2016). Mr. Baum has been an angel investor for over a decade and has personally made over 200 investments in companies such as Uber, Airbnb, Slack, Flexport, Carta, PillPack, and Sweetgreen. He is currently a Managing Partner of K5 Global, a venture capital firm he co-founded in January 2020. Mr. Baum studied Game Theory at Swarthmore College and Oxford University. The Company believes Mr. Baum is qualified to serve on the Board because of his financial and investment management expertise.

Brenda Cooperstone, M.D. has served as a member of our Board of Directors since October 2019. Dr. Cooperstone has held various leadership positions at Pfizer, Inc. (NYSE: PFE), a public biopharmaceutical company, including as Senior Vice President from May 2017 to December 2022, Chief Development Officer for Rare Disease in Global Product Development since May 2016 to December 2022, and Head of Development for Rare Disease in Global Product Development from November 2015 to May 2016. Dr. Cooperstone started her career in the pharmaceutical industry at Wyeth Pharmaceuticals Inc. in 1999 and joined Pfizer, Inc., when it acquired Wyeth Pharmaceuticals, Inc., in 2009. She currently serves as a member of the Board of Directors of Lexeo Therapeutics, Inc. (NASDAQ: LXEO) since August 2023. Dr. Cooperstone earned her M.D. from McGill University, and completed her residency in pediatrics at the Montreal Children’s Hospital, her clinical fellowship in pediatric nephrology at Children’s Hospital of Philadelphia and a research fellowship at the University of Pennsylvania’s Renal Electrolyte division. We believe Dr. Cooperstone is qualified to serve on our Board of Directors because of her extensive experience in the pharmaceutical industry.

James J. (Jim) Collins, Ph.D. has served as a member of our Board of Directors since June 2022. Dr. Collins has served as the Termeer Professor of Medical Engineering and Science in the Institute for Medical Engineering and Science and

the Department of Biological Engineering at MIT since December 2014. Prior to his joining MIT, from October 1990 to November 2014, Dr. Collins served as a professor in biomedical engineering at Boston University. Dr. Collins served as a member of the Board of Directors of Fulcrum Therapeutics, Inc. (NASDAQ: FULC) from January 2017 until November 2024 and the Orion Biotech Opportunities Corp (NASDAQ: ORIA) from February 2021 until February 2023. Dr. Collins received a B.S. in Physics from the College of the Holy Cross and a doctorate in Medical Engineering from the University of Oxford. From 1987 to 1990, he was a Rhodes Scholar. We believe Dr. Collins’ extensive industry expertise qualifies him to serve on our Board of Directors.

Feng Hsiung has served as a member of our Board of Directors since March 2025. Mr. Hsiung is the Founder, Chief Investment Officer and Chief Executive Officer of Acion Partners, an investment advisor firm that has a strategic partnership with KKR and invests across industries. From 2007 through 2014, Mr. Hsiung was a Partner and the Chief Executive Officer (Asia) at York Capital. He started its Asia business as the initial employee in 2007, and launched and co-managed the York Asian Opportunities Master Fund. Mr. Hsiung is a member of the Young Presidents’ Organization since 2013 and the President of Raising Investment Corporation, the holding company for his family interests in freight forwarding and contract logistics. Mr. Hsiung holds a B.A. from Dartmouth College. We believe Mr. Hsiung is qualified to serve on the Board of Directors because of his extensive business, finance and investment experience.

There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us.

There are no family relationships between or among any of our directors or executive officers.

Our stockholders are being asked to ratify the appointment by the Audit Committee of the Board of Directors of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Marcum LLP (Marcum) served as the independent registered public accounting firm for DYNS prior to the Business Combination. Marcum was informed that it would be replaced by KPMG LLP as our independent registered public accounting firm following the Business Combination. KPMG LLP served as the auditor of Legacy Senti since 2019.

The Audit Committee is solely responsible for selecting our independent registered public accounting firm for the fiscal year ending December 31, 2026. Stockholder approval is not required to appoint KPMG LLP as our independent registered public accounting firm. However, the Board of Directors believe that submitting the appointment of KPMG LLP to the stockholders for ratification is good corporate governance. If the stockholders do not ratify this appointment, the Audit Committee will reconsider whether to retain KPMG LLP. If the selection of KPMG LLP is ratified, the Audit Committee, at its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in our best interests and our stockholders.

A representative of KPMG LLP is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions from our stockholders.

We incurred the following fees from KPMG LLP for the audit of the financial statements and for other services provided during the years ended December 31, 2025 and 2024.

Our Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by our Audit Committee or the engagement is entered into pursuant to the pre-approval procedure described below.

From time to time, our Audit Committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval details the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.

During our 2025 and 2024 fiscal years, no services were provided to us by KPMG LLP other than in accordance with the pre-approval policies and procedures described above.

The affirmative vote of a majority of the votes cast FOR this proposal is required to ratify the appointment of our independent registered public accounting firm. You may vote either FOR the ratification of the appointment or AGAINST the ratification of the appointment, or you may choose to ABSTAIN from voting. Abstentions and broker non-votes, if any, will have no effect on the results of this vote.

The Board of Directors recommends voting “FOR” Proposal No. 2 to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

We are asking our stockholders to approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of more than 19.99% of the number of shares of our common stock issued and outstanding as of April 26, 2026, or the Exchange Cap, upon exchange of Midco’s Senior Secured Convertible Notes, or the Notes. We refer to this Proposal No. 3 as the Nasdaq Stock Issuance Proposal.

On April 27, 2026, the Company entered into a securities purchase agreement, or the Purchase Agreement, pursuant to which Midco, our direct, wholly owned subsidiary, agreed to issue and sell up to $40.0 million in aggregate principal amount of its Notes in up to two tranches to CPIF II-7 Limited, an exempted company incorporated under the laws of Cayman Islands affiliated with Celadon, the Company’s largest stockholder, and each other buyer as may be identified by Celadon, (such transaction, the Private Placement). The Notes are exchangeable for shares of our common stock at an initial exchange price of $0.6261 per share, or the Initial Exchange Price (and as adjusted from time to time, the Exchange Price), and are also convertible for shares of common stock of Midco at an initial conversion price of $0.6261 per share, in each case subject to adjustments upon the occurrence of events specified in the Notes. On May 20, 2026, Midco issued and sold to CPIF II-7 Limited the first tranche of Notes, or the Initial Notes, in aggregate principal amount of $10.0 million, for net proceeds of approximately $9.7 million. The Company agreed to use substantially all of the net proceeds from the sale of the Notes for general corporate purposes and to advance chemistry, manufacturing, and controls and clinical trials for our product candidate, SENTI-202. The Purchase Agreement contains customary representations, warranties, and covenants of the Company, Midco and the buyers. The Notes are guaranteed by the Company and all its direct and indirect subsidiaries (other than Midco) and are secured by a first priority lien, subject to certain permitted liens, in all of the current and future assets of Midco, the Company and all direct and indirect subsidiaries of Midco, subject to certain customary exclusions. The Notes will not bear any interest unless an event of default has occurred and have a maturity date of November 23, 2026, or the Maturity Date. On the Maturity Date, if the Notes have not previously been converted or exchanged, Midco is required to pay the holder an amount in cash equal to 200% of all outstanding principal and accrued and unpaid interest. A description of the Notes can be found in our Current Reports on Form 8-K filed on May 1, 2026 and May 26, 2026 and is incorporated herein by reference.

The Notes issued in the Private Placement will not become exchangeable for any shares of our common stock in excess of the Exchange Cap until our stockholders approve the Nasdaq Stock Issuance Proposal at this Annual Meeting. Pursuant to the Purchase Agreement, we agreed to solicit stockholder approval of the potential issuance of a number of shares of our common stock in excess of the Exchange Cap upon the exchange of the Notes. If stockholder approval is not obtained at the Annual Meeting (and in any event by August 31, 2026), then we shall convene one additional stockholder meeting to solicit stockholder approval.

Our common stock is listed on The Nasdaq Capital Market, and as a result, we are subject to Nasdaq’s Listing Rules, including Nasdaq Listing Rule 5635. Below is an overview of the relevant provisions of Nasdaq Listing Rule 5635 as they relate to the issuance of common stock upon exchange of the Notes and the Nasdaq Stock Issuance Proposal.

Pursuant to Nasdaq Listing Rule 5635(d)(2), stockholder approval is required prior to the issuance of securities in connection with a transaction (or a series of related transactions) other than a public offering involving the sale, issuance or potential issuance of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance at a price that is less than the lower of (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement, or the Minimum Price. On April 24, 2026, the last trading date prior to the signing of the Purchase Agreement, the closing price of our common stock was $1.09 and the average closing price of our common stock for the five trading days immediately preceding April 27, 2026 was $1.10. As described above, upon stockholder approval, CPIF II-7 Limited may, at its option, cause the Notes to be exchanged for common stock, at the Exchange Price, subject to the terms and limitations contained in the Notes.

Therefore, the exchange of the Notes may result in the issuance of common stock in excess of the Exchange Cap at less than the Minimum Price. Accordingly, we are seeking stockholder approval pursuant to Nasdaq Listing Rule 5635(d)(2).

If the Nasdaq Stock Issuance Proposal is approved, the issuance of shares of our common stock upon exchange of the Notes would dilute, and thereby reduce, each existing stockholder’s proportionate ownership in our common stock. For example, the Purchase Agreement provides that, pursuant to the terms of the Notes, upon stockholder approval pursuant to this Nasdaq Stock Issuance Proposal, the Note holder(s) shall have the option to exchange the Notes for such number of shares of common stock equal to the aggregate principal amount of the exchanged Initial Notes, divided by the Exchange Price, resulting in the issuance of approximately 15,971,890 shares of common stock (based on the Initial Exchange Price), which would increase our common stock outstanding as of June 30, 2026 from 31,144,754 shares to 47,116,644 shares (an increase of 51.3%). Assuming stockholder approval of the Nasdaq Stock Issuance Proposal and the immediate exchange of the aggregate principal amount of $10.0 million of Notes currently held by CPIF II-7 Limited for common stock at the Initial Exchange Price, Celadon would, based on its Schedule 13D/A filed with the SEC on July 16, 2026, beneficially own 54.6% of the Company’s outstanding common stock.

Furthermore, if the second tranche of Notes in aggregate principal amount of $30.0 million is purchased, assuming stockholder approval of the Nasdaq Stock Issuance Proposal and the immediate exchange of all $40.0 million aggregate principal amount of Notes issued in the Private Placement at the Initial Exchange Price would result in the issuance of approximately 63,887,558 shares of common stock, which would increase our common stock outstanding as of June 30, 2026 from 31,144,754 shares to 95,032,312 shares (an increase of 205.1%).

On the Maturity Date, if the Notes have not previously been converted or exchanged, Midco is required to pay the Note holder an amount in cash equal to 200% of all outstanding principal and accrued and unpaid interest.

If the Nasdaq Stock Issuance Proposal is approved, and following such approval, the required holders (as defined in the Notes) exchange a majority of the aggregate principal amount of the Notes then outstanding or the Merger is consummated, we will have the right (but not the obligation) to require all remaining outstanding Notes to be exchanged.

Our stockholders do not have preemptive rights to subscribe to additional shares that may be issued by us upon exchange of the Notes in order to maintain their proportionate ownership of the common stock. Such issuances could also dilute the voting power of a person seeking control of the Company, thereby deterring or rendering more difficult a merger, tender offer, proxy contest or an extraordinary corporate transaction opposed by the Company. In addition, upon exchange of the Notes there would be a greater number of shares of our common stock eligible for sale in the public markets. We have filed a registration statement to permit the public resale of the common stock issuable upon exchange of the Initial Notes, and, in connection with the closing of the Initial Notes, we entered into a registration rights agreement pursuant to which we agreed to file not later than thirty days following any issuance of additional Notes one or more registration statements providing for the resale of the shares of common stock issuable upon exchange of such Notes. Any sales pursuant to such registration statement(s), or the anticipation of the possibility of such sales, represents an overhang on the market and could depress the market price of our common stock.

If the Nasdaq Stock Issuance Proposal is not approved by our stockholders at the Annual Meeting, the Notes will not become exchangeable for common stock in excess of the Exchange Cap. Accordingly, we will be unable to issue any shares of common stock underlying the Notes in excess of the Exchange Cap. Additionally, we will be obligated to provide the holders of the Notes such rights, powers, preferences and privileges as provided in the Purchase Agreement and described below.

If the Nasdaq Stock Issuance Proposal is not approved and the Merger Agreement Proposal is approved, we will have the right (but not the obligation) to require the outstanding Notes to be exchanged for common stock up to the Exchange Cap in connection with the closing of the Merger.

Subject to the terms and conditions in the Purchase Agreement and the Notes, if we are unable to obtain stockholder approval of the Nasdaq Stock Issuance Proposal by August 31, 2026 and are therefore prohibited from issuing shares of our common stock for which an exchange notice has been delivered to us pursuant to the Notes, we would be required to make repayments of the Note in cash rather than in shares of common stock. Specifically, we would be required,

within two trading days of the applicable attempted exchange, to pay cash in exchange for cancellation of the amount that is subject to the exchange notice, at a price per share of our common stock that would have been issuable upon exchange, equal to the highest dollar volume-weighted average price of our common stock, pursuant to the Notes, during the period beginning on the date of the applicable exchange date and ending on the date that we make the applicable cash payment.

If stockholder approval of the Nasdaq Stock Issuance Proposal is not obtained at the Annual Meeting (and in any event by August 31, 2026), we will be required to convene an additional stockholder meeting to solicit stockholder approval. The process of holding an additional stockholder meeting to obtain the requisite stockholder approval would cause us to incur additional costs and expenses, including legal costs and costs in connection with soliciting proxies, and would divert our management’s attention from the operation of our business.

The affirmative vote of the holders of a majority of the votes cast by all stockholders present in person or represented by proxy at the Annual Meeting is required to approve this proposal. Abstentions, if any, will have no effect on the outcome of this proposal. Broker non-votes will not be expected and if any, will have no effect in determining the outcome of the proposal.

On May 20, 2026, each of the Supporting Stockholders, collectively holding approximately [  ]% of the Company’s outstanding common stock as of the record date, entered into the Voting Agreement with the Company pursuant to which each of the Supporting Stockholders agreed, among other things, to vote all of their shares in favor of the Nasdaq Stock Issuance Proposal, subject to the terms and conditions contained in the Voting Agreement.

The Board of Directors (in reliance on the approval and the recommendation of the Special Committee) recommends voting “FOR” Proposal No. 3 to approve the Nasdaq Stock Issuance Proposal.

The description of the Merger in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety. We refer to this Proposal No. 4 as the Merger Agreement Proposal.

If the Merger Agreement Proposal is approved by our stockholders and the other conditions to the closing of the Merger are either satisfied or waived, Merger Sub will be merged with and into Midco, and the separate corporate existence of Merger Sub will cease. Midco will be the surviving corporation, or the Surviving Corporation, in the Merger and will continue its corporate existence as a Delaware corporation and wholly owned subsidiary of Celadon Partners SPV 35 Limited, or Parent. Midco will continue to own 100% of the equity interests of Senti Biosciences, Inc., or Opco. Parent is affiliated with Celadon Partners, LLC, which controls Celadon Partners SPV 24, our largest stockholder, and CPIF II-7 Limited, the sole purchaser of the Notes. Celadon Partners, LLC, Celadon Partners SPV 24, CPIF II-7 Limited, Parent and their respective affiliates are referred to collectively herein as the Affiliated Entities.

Following the consummation of the Merger, we expect to focus on operating and expanding our Rett Syndrome and TIL programs. Opco will license or assign to us all intellectual property and contracts needed for us to advance our Rett Syndrome and TIL programs. We will continue to be a corporation organized under the laws of the State of Delaware and we currently expect our common stock to continue to be registered under the Exchange Act and quoted on the Nasdaq Capital Market under the symbol “SNTI” so long as we continue to meet the applicable listing requirements. For more information, see the section entitled, “Risk Factors—Risks Related to Our Future Operations.”

Upon the terms and subject to the conditions of the Merger Agreement, at the Closing Effective Time, each outstanding share of Midco common stock (other than shares owned by Midco or a subsidiary of Midco, which shares will be canceled), will automatically be canceled and converted into the right to receive the Milestone Payment Amount (as defined in “The Contingent Value Rights Agreement” and described below) (such right, the Merger Consideration). The right to receive the Merger Consideration shall be distributed by Midco to our equityholders (including certain of the Affiliated Entities) in the form of contractual contingent value rights (as described below, the CVRs).

Pursuant to the Merger Agreement, the Board of Directors or the Special Committee thereof shall approve and Midco shall effect the issuance and distribution of one CVR with respect to each share of the Company’s common stock (including shares of common stock held by the Affiliated Entities) that is issued and outstanding as of the CVR record date, which will be a date no less than five days and no more than ten days following the date that the Merger closes.

Following Closing, our stockholders will continue to have ownership interests in our company and rights as our stockholders. Therefore, our stockholders will continue to participate in our future earnings or growth, if any, and will benefit from appreciation in our value, if any, in addition to any contingent Milestone Payment Amounts that are paid pursuant to the CVRs.

Immediately prior to the Closing Effective Time, each stock option to purchase shares of the Company’s common stock (each, a stock option) that is then outstanding and unvested will become immediately vested and exercisable in full. Prior to the Closing Effective Time, the Board of Directors (or the committee administering the applicable equity incentive plan) shall take all actions necessary to provide that the post-termination exercise period applicable to each stock option that remains outstanding immediately prior to the Closing Effective Time shall be extended so that such stock option will remain exercisable until the original expiration date of such stock option, notwithstanding any earlier termination of the holder’s employment or service with the Company or any of its subsidiaries; provided that each such stock option shall remain subject to earlier termination in accordance with the terms of the applicable equity incentive plan. Each stock option that is outstanding and unexercised as of immediately prior to the CVR record date shall entitle such holder to receive, upon exercise of such stock option pursuant to the terms thereof, a number of CVRs equal to the

number of shares of the Company’s common stock that would have been issuable upon exercise in full of such stock option immediately prior to the CVR record date, reduced by an amount equal to the amount of any applicable withholding taxes, subject to and in accordance with the terms and conditions of such stock option and the Contingent Value Rights Agreement, or the CVR Agreement.

In addition, immediately prior to the Closing Effective Time, each restricted stock unit award in respect of shares of the Company’s common stock (each, an RSU), whether vested or unvested, that is outstanding immediately prior to the Closing Effective Time shall become fully vested, automatically and without any action on the part of the holder thereof, and shall thereafter remain subject to settlement in accordance with the terms and conditions of the applicable equity incentive plan and the award agreement evidencing such RSU. Each RSU that is outstanding and unsettled as of immediately prior to the CVR record date shall entitle such holder to receive, upon settlement of such RSU pursuant to the terms thereof, a number of CVRs equal to the number of shares of the Company’s common stock subject to such RSU immediately prior to the CVR record date, reduced by an amount equal to the amount of any applicable withholding taxes, subject to and in accordance with the terms and conditions of such RSU and the CVR Agreement.

Each warrant to purchase shares of the Company’s common stock (each, a warrant) that is outstanding and unexercised as of immediately prior to the CVR record date (including warrants held by the Affiliated Entities) shall entitle such holder to receive, upon exercise of such warrant pursuant to the terms thereof, a number of CVRs equal to the number of shares of the Company’s common stock that would have been issuable upon exercise in full of such warrant immediately prior to the CVR record date, reduced by an amount equal to the amount of any applicable withholding taxes, subject to and in accordance with the terms and conditions of such warrant and the CVR Agreement.

The primary benefit of the Merger to the Company’s stockholders will be their right to receive CVRs with respect to their shares of common stock which entitle them to receive their share of any Milestone Payment Amounts if the applicable milestones are achieved, as described in the CVR Agreement. In addition, the Company’s stockholders will retain their interest in the Company’s common stock allowing them to benefit from potential increases in the Company’s future earnings, growth or value.

The primary detriment of the Merger to the Company’s stockholders is the lack of an interest of such stockholders in the potential future earnings, growth or value realized by Midco in connection with the development and commercialization of SENTI-202, other than any Milestone Payment Amounts payable on the CVRs if the applicable milestones are achieved, as described in the CVR Agreement. In addition, the Company’s stockholders will not benefit from any future sale of Midco or its assets to a third party.

Following the Merger, all of the equity interests in Midco will be owned directly by Parent and all of the equity interests in Opco will be owned directly by Midco and be beneficially owned by Parent indirectly through Midco. If the Merger is completed, the equityholders of Parent, which includes some of the Affiliated Entities, will be beneficiaries of Midco’s and Opco’s future earnings and growth, if any, and they will be the only ones entitled to vote on corporate matters affecting Midco and Opco following the Merger. In addition, Affiliated Entities holding shares of the Company’s common stock or warrants as of the CVR record date will be entitled to receive CVRs with respect to such shares and warrants.

If the Merger Agreement Proposal is not approved by our stockholders or if the Merger is not consummated for any other reason, our stockholders will not receive any CVRs with respect to their shares of common stock and would not be entitled to receive their share of any Milestone Payment Amounts.

Instead, the Company will remain an independent public company, and our shares of common stock will continue to be listed and traded on Nasdaq, so long as the Company continues to meet the applicable listing requirements. We would also retain our programs, including SENTI-202. However, we have been and expect to continue to be capital constrained and our ability to continue to develop SENTI-202 or any of our other programs, including the Rett Syndrome program and the TIL program, is uncertain.

In addition, if the Merger is not completed, the Company expects that management will operate the Company’s business in a manner similar to that in which it is being operated today, and that the Company’s stockholders will continue to be subject to the same risks and opportunities to which they are currently subject as they currently are, including, among other things, general industry, economic and market conditions and ability to operate as a going concern. Accordingly, if the Merger is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of our common stock. Further, when the senior secured convertible notes, or the Notes, issued by Midco mature on November 23, 2026, Midco, which will remain our subsidiary if the Merger is not completed, will owe the holders of the Notes 200% of the outstanding principal under the Notes. The Company will need to successfully execute one or more financing transactions to repay or refinance that debt or renegotiate the terms of the Notes. The Company anticipates that any such financing transactions would likely be substantially dilutive to current common stockholders. Under certain circumstances, if the Merger is not completed, the Company may be required to pay Parent a fee of $2,500,000, or the Termination Fee. For more information about such fees, see “The Merger Agreement— Termination Fees.” The effect of these risks and opportunities on the future value of your shares is uncertain, including the risk that the market price of shares may decline to the extent the current market price of shares reflects a market assumption that the Merger will be completed.

From time to time, our Board will evaluate and review our business operations, prospects and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to maximize stockholder value. If the Merger Agreement Proposal is not approved by our stockholders or if the Merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to us will be offered or that our business, prospects or results of operations will not be adversely impacted.

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation or other interaction involving or on behalf of the Company and Celadon or other parties.

The Board, with the assistance of the Company’s senior management and advisors, has regularly reviewed the Company’s business, operations, finances and strategic direction for the purpose of enhancing stockholder value. As part of this ongoing review, the Board has considered the Company’s long-term strategies and plans, changes in the industry and markets in which the Company operates, economic and other market conditions, execution opportunities and risks, potential strategic alternatives, including business combinations, acquisitions, divestitures, partnerships and collaboration opportunities, and financial alternatives in light of developments in the Company’s business. As part of these processes, the Company engaged bankers and other advisors to seek financing and strategic partners, discussing the Company and its operations with over 100 investors prior to the beginning of 2024.

Needing to reduce its use of cash and maintain operations, beginning in August 2023, the Company entered into numerous transactions with entities affiliated with Celadon, beginning with the sublease for the Company’s manufacturing facility and various manufacturing related agreements with GeneFab LLC, or GeneFab, a company controlled by Celadon, as further described in “Certain Relationships and Related Party Transactions—Agreement with GeneFab, LLC—Framework Agreement” and continuing with the 2024 PIPE Investment (as defined below), the 2026 Note Financing (as defined below) and the Merger Agreement.

Throughout 2024, the Company explored a variety of strategic options, including third party financing, the potential in-licensing of an autoimmune cell therapy asset and potential co-development arrangements with GeneFab. No transactions materialized from these discussions.

In February 2024, the Company engaged an investment bank, Placement Agent A, to act as placement agent for a potential financing transaction. In connection with this engagement, over the course of the following months, the Company and Placement Agent A contacted over 100 potential investors other than Celadon.

Following this process, on December 2, 2024, the Company entered into a securities purchase agreement with certain accredited investors, consisting of Celadon Partners SPV 24 (an affiliate of Celadon) and other investors unaffiliated with Celadon, pursuant to which the Company sold shares of the Company’s Series A Preferred Stock and warrants to purchase the Company’s common stock in a private placement, together the 2024 PIPE Investment, as further described in “Certain Relationships and Related Party Transactions—2024 PIPE Investment.” Each of the Series A Preferred Stock and warrants issued in the 2024 PIPE Investment were convertible into or exercisable for, as applicable, shares of the Company’s common stock, subject to the approval of the Company’s stockholders. In connection with the 2024

PIPE Investment, the Company entered into a letter agreement with Celadon and appointed Donald Tang, a principal of Celadon, to the Board. On March 6, 2025 the company’s stockholders approved the issuance of common stock upon conversion of the Series A Preferred Stock or exercise of the warrants issued in the 2024 PIPE Investment. On March 10, the Company exercised its option to automatically convert each share of Series A Preferred Stock into 1,000 shares of the Company’s common stock. On March 13, 2025, Celadon filed a Schedule 13D describing Celadon’s beneficial ownership of 9,777,000 shares of the Company’s common stock, representing 37.6% of the Company’s outstanding common stock.

Following the 2024 PIPE Investment, the Company determined that it would still need additional capital and engaged Placement Agent A again to seek additional financing for the Company. Notwithstanding these efforts, Celadon was the only party to express interest in a potential financing of the Company.

On June 1, 2025, Celadon submitted a non-binding except as exclusivity and confidentiality term sheet, or the 2025 Term Sheet, to the Company for a convertible note financing, or the Proposed 2025 Note Financing, proposing an anticipated initial closing amount of $10.0 million and an option for Celadon or other investors to purchase up to an additional $10.0 million of convertible notes. On June 3, 2025, during its regularly scheduled quarterly meeting, the Board discussed, among other things, the Company’s financing alternatives, including the Proposed 2025 Note Financing. Following the Board meeting, on June 7, 2025, the Company and Celadon discussed the terms of the initial draft of the 2025 Term Sheet. On June 8, 2025, the Company sent Celadon a revised version of the 2025 Term Sheet proposing, among other things, an increase in the initial closing amount to $25.0 million and the elimination of the investors’ option to purchase additional notes. On June 18, 2025, Celadon provided a revised version of the 2025 Term Sheet proposing, among other things, an initial investment of $10.0 million with an option for Celadon or other investors to purchase up to $15.0 million of additional notes. On June 24, 2025, the Company sent a further revised 2025 Term Sheet and sought to confirm how much Celadon would be willing to commit to invest in the financing. Between June 24, 2025 and August 15, 2025, the parties had several discussions regarding the Proposed 2025 Note Financing and exchanged multiple revised drafts of the 2025 Term Sheet.

On August 15, 2025, the Board, established a Special Committee of the Board, or the Special Committee, comprised of Frances Schulz, Feng Hsiung and Jim Collins, who were determined to be independent and disinterested with respect to any potential transaction with Celadon. The Special Committee was established in light of Celadon’s significant stock ownership and the fact that Donald Tang, a member of the Board, is also the founder of Celadon. The Special Committee was granted broad review and approval authority for the transactions contemplated by the 2025 Term Sheet, including the authority to retain independent legal and financial advisors. The Special Committee was provided with all relevant drafts of the 2025 Term Sheet.

On August 18, 2025, the Company informed Celadon that it intended to introduce the terms of the Proposed 2025 Note Financing to other potential investors and requested that Celadon attend a meeting to finalize the 2025 Term Sheet. On August 19, 2025, Celadon responded with a revised 2025 Term Sheet and the Company, Celadon and McDermott, Will & Schulte LLP, or MWS, counsel to Celadon, met to discuss several key issues, including the size of the financing, the Company’s right to exclude investors from the financing that it deemed unqualified and the length of time the option to purchase additional notes would be available to Celadon at the pre-specified price. Following this discussion, on August 21, 2025, Celadon informed the Company that the option to purchase additional notes in the Proposed 2025 Note Financing should extend for nine months.

On August 22, 2025, the Special Committee met to discuss the latest draft of the 2025 Term Sheet and to provide the Company’s management with direction to continue negotiations. Following that meeting, the Company provided an updated term sheet to Celadon on August 22, 2025. On August 25, 2025, Celadon provided a revised draft of the 2025 Term Sheet, including a provision that only Celadon would have the right to purchase additional notes beyond the initial closing of the Proposed 2025 Notes Financing. At the direction of the Special Committee, the Company continued to negotiate for this right to be more broadly granted to all of the investors who participate in an initial closing, based on the view that it was in the best interest of the Company to seek investment from a broad group of investors. On August 26, 2025, Celadon returned a revised draft of the 2025 Term Sheet which, among other things, agreed to the Company’s proposal with respect to the participation of other investors. The Company subsequently sought Celadon’s consent to share the current draft of the 2025 Term Sheet with other potential investors in the financing. On September 2, 2025, Celadon filed an amendment to its Schedule 13D disclosing the preliminary discussions with the Company regarding a potential financing transaction.

In August 2025, the Company shared the broad terms of the 2025 Term Sheet with Company A, an existing investor. In response, On September 2, 2025, the Company received an email from Company A, indicating that given the maturity of the data on the Company’s clinical product, SENTI-202, Company A would not submit a competing term sheet or invest in the Proposed 2025 Note Financing.

On September 9, 2025, the Company executed the 2025 Term Sheet, which was non-binding except as to structuring discount, confidentiality, expenses and governing law. Celadon returned a fully executed copy of the term sheet on September 11, 2025. Under the terms of final 2025 Term Sheet, Celadon and other investors would purchase up to $10.0 million aggregate principal amount of convertible notes at the initial closing and have the right to purchase up to an additional $30.0 million aggregate principal amount of convertible notes during the six-month period after an initial closing. The convertible notes would mature six months after the initial closing and be (i) convertible into the Company’s common stock at or before maturity based on a conversion price that would be equal to the lower of (A) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement and (B)) the average Nasdaq Official Closing Price of the Company’s common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement; or (ii) repaid in an amount equal to 200% of the convertible notes’ face value at maturity.

After execution of the 2025 Term Sheet, on September 11, 2025, the Company met with Placement Agent A to request that it begin marketing the Proposed 2025 Note Financing. The teams began work on an outreach plan to investors. On or around September 22, 2025, the Company also engaged a second investment bank, Placement Agent B, to co-market the Proposed 2025 Note Financing. The Company continued to reach out to potential pharmaceutical partners and investors, including existing investors, to further market the Proposed 2025 Note Financing.

During 2025 and 2026, as part of the Company’s broad investor outreach, the Company, Placement Agent A and Placement Agent B collectively held approximately 150 meetings with potential investors.

On October 7, 2025, the Special Committee met with senior management of the Company. During the meeting, members of management updated the Special Committee on the Company’s efforts to market the Proposed 2025 Note financing, indicating that, despite the Company’s extensive outreach to a broad set of potential investors, no additional commitments to invest in the Proposed 2025 Note Financing had been received. The Company’s management further advised the Special Committee that the Company’s cash position was approaching a point where it would be challenging for the Company to continue operations or perform a reasonable wind-down of the Company. The Company’s primary requirements for cash included its ongoing clinical trial, the costs of headcount and ongoing operations, and amounts owed under GeneFab’s sublease with the Company.

On October 24, 2025, the Board held a meeting with members of the Company’s management present. At the meeting, the Company’s management reported that the lack of interest from investors in the Proposed 2025 Note Financing, Senti’s ongoing clinical trial and costs from ongoing headcount and operations, and amounts owed under GeneFab’s sublease with the Company, was putting the Company at risk of running out of cash in the near term.

After failing to get commitments to invest in the Proposed 2025 Note Financing from investors other than Celadon, the Company sought a bridge financing proposal from other current investors, including Company A. On October 30, 2025, Company A informed the Company that it would not invest in a bridge financing unless and until outstanding amounts owed by GeneFab to the Company were settled. As follow-up from a request to Celadon, in early November 2025, Celadon notified the Company that it was preparing terms to lead a $5.0 million financing with an approximately $20.0 million equity/credit line to give the Company sufficient runway to explore alternative financing options and to pursue critical Chemistry, Manufacturing, and Controls, or CMC, work needed for the development of SENTI-202 while the Company and GeneFab resolved their outstanding issues.

On November 10, 2025, the Special Committee held a meeting with representatives of the Company’s management present to discuss the foregoing matters. The Special Committee determined that the Company would need to collect outstanding amounts due and owing from GeneFab and directed the Company’s management to continue its negotiation efforts with GeneFab and the landlord for the Alameda facility subleased by GeneFab to resolve the outstanding amounts, recognizing that the approximately $5.5 million owed by GeneFab would significantly improve the Company’s liquidity and financial position. The Company continued its negotiations with the Alameda landlord and GeneFab from November 2025 to through the first quarter of 2026 and continued preliminary discussions with Celadon in connection with certain restructuring or merger and acquisition transactions involving the parties.

In December 2025, the Company engaged Placement Agent B to act as placement agent for a potential financing transaction. Placement Agent B’s efforts did not result in any financing for the Company.

On January 9, 2026, the Board authorized the Special Committee to evaluate and direct or oversee negotiations over any transaction between the Company and Celadon. The resolutions provided that the Board would not approve any transaction without the approval (or a prior favorable recommendation) from the Special Committee.

On January 13, 2026, Celadon sent the Company a new term sheet, or the 2026 Term Sheet, proposing a different convertible note financing than contemplated by the 2025 Term Sheet, or the 2026 Note Financing. The initial draft of the 2026 Term Sheet proposed that the Company would undertake a holding company reorganization and a wholly owned subsidiary of the Company would issue $10.0 million aggregate principal amount of secured notes, guaranteed by the Company and convertible into the common stock of such subsidiary or exchangeable for shares of the Company’s common stock based on a pre-money valuation of $19.5 million. The initial draft of the 2026 Term Sheet also proposed granting Celadon and the other participating investors an option to purchase up to an additional $30.0 million in convertible notes following the initial closing.

On January 15, 2026, the Special Committee, with representatives of management, counsel to the Company and the Special Committee’s prospective counsel present, met to evaluate the terms of the proposed 2026 Note Financing. During that meeting, the Special Committee invited a representative of Richards, Layton and Finger P.A., or RLF, to present with respect to an engagement pursuant to which RLF would represent the Special Committee and advise on its duties, obligations and mandates under Delaware law. The representative of RLF presented RLF’s background, experience and qualifications in advising boards of directors and special committees. RLF also advised with respect to fiduciary duties. After discussion, the Special Committee confirmed the engagement of RLF as its independent legal counsel. The Special Committee discussed the terms of the initial draft of the 2026 Term Sheet, noting provisions that the Company should negotiate further, including provisions relating to the matters involving GeneFab. The Special Committee also noted that Celadon had indicated an interest in potentially acquiring the Company’s operating business following the proposed holding company reorganization but had not yet produced any terms pursuant to which such a transaction would occur. The Special Committee also discussed other potential strategic alternatives, noting that none had materialized despite the Company’s engagement of Placement Agent B in December 2025 and the subsequent investor outreach. The Special Committee instructed management to continue negotiating the 2026 Term Sheet with Celadon and directed them to decouple any discussion of GeneFab from the 2026 Term Sheet.

On January 18, 2026, members of management requested by email to Celadon that all GeneFab discussions be held separately from the financing discussions.

On January 19, 2026, Celadon sent the Company a revised draft of the 2026 Term Sheet, which struck the provisions related to GeneFab, which was shared with the Special Committee. On January 19, 2026, Celadon also filed an amendment to its Schedule 13D reflecting the proposed revision to the transaction structure.

On January 19, 2026, the Special Committee, with members of management, its counsel and the Company’s outside counsel present, met to discuss the revised 2026 Term Sheet and other strategic matters. The Special Committee discussed contacting Company A to assess its interest in leading a transaction alternative to the transaction proposed by the latest draft of the 2026 Term Sheet, including a transaction that would have the Company “go dark” under U.S. securities laws. Management also provided an update with respect to management’s efforts to evaluate a potential reverse merger transaction. The Special Committee also discussed sublease negotiations with GeneFab and the Alameda landlord, noting that recovery of the approximately $5.5 million receivables from GeneFab to the Company would greatly assist the Company in avoiding liquidation.

At the meeting, the Special Committee asked Dr. Lu, the Company’s CEO, to provide an overview of the Company’s financing history and recent interactions with other companies regarding potential strategic transactions. Dr. Lu reviewed, among other events, the Company’s business combination with Dynamics Special Purpose Corp., or Dynamics, beginning in December 2021. He stated that, shortly after the business combination with Dynamics, the Company received two bids for the Alameda facility—one from Celadon and one from another company—and that the Company rejected Celadon’s bid and entered into a term sheet with the other company. After that company backed out of the deal, the Company entered into negotiations with Celadon. The Company ultimately entered into the sublease arrangement with GeneFab, and, in connection with that arrangement, engaged GeneFab as a primary preferred manufacturing provider, subject to specified conditions. Dr. Lu then noted that in mid-2023, a public company in the cell therapy space submitted a non-binding proposal to acquire the Company. He reported that the Board at that time determined not to proceed with the proposed transaction. He then stated that the Company subsequently engaged

Placement Agent A to assist with an exploration of strategic alternatives, which occurred throughout 2023 and 2024, including potential acquisitions and potential licensing transactions. Dr. Lu provided an overview of developments in the market, including his observations regarding potential opportunities that may be available to fund the Company’s operations if it were a private company. Members of the Special Committee asked questions regarding these potential opportunities which Dr. Lu addressed.

Following the discussion and overview, the Special Committee invited Donald Tang and Jonathan Su from Celadon to address the Special Committee regarding the current draft of the 2026 Term Sheet and the proposed 2026 Note Financing as well as a proposal for Celadon to acquire the Company’s operations in consideration for contingent value rights, or CVRs, that would be distributed to the Company’s stockholders (such transaction, the CVR Transaction). Messrs. Tang and Su noted that the proposed CVRs would provide for payment to the Company’s stockholders of up to an aggregate of $50.0 million in three tranches, with $10.0 million payable upon a biologics license application being successfully submitted with the FDA, $20.0 million payable on FDA approval and $20.0 million payable upon the Company reaching a $200.0 million revenue target. Messrs. Tang and Su then further reviewed the structure of the proposed CVR Transaction. Messrs. Tang and Su were then excused from the meeting, following which the Special Committee discussed the CVR Transaction.

During the week following the January 19, 2026 Special Committee meeting, RLF and the Company’s management interviewed three potential financial advisors for the Special Committee. On January 21, 2026, the Special Committee met, with representatives of management, its counsel and the Company’s counsel present, to discuss the proposed CVR Transaction. The Special Committee encouraged management to have Celadon provide a term sheet for the CVR Transaction to enable the Special Committee and its advisors to evaluate the proposal. The Special Committee also asked RLF and management to provide an update on its discussions with three potential strategic advisors. The Special Committee requested that the Company’s management arrange meetings with two of those advisors where the Special Committee could ask questions of each such advisor. The Special Committee then received an update on continuing negotiations with GeneFab for the payment of its outstanding rent, noting that agreements for those payments were not finalized yet with GeneFab and that no substantial payments had been made by GeneFab to the Company.

On January 28, 2026, the Special Committee, with members of management, its counsel and the Company’s counsel present, held a meeting at which it interviewed two potential financial advisors. After discussion, the Special Committee engaged Lincoln International LLC, or Lincoln, to advise on the proposed Celadon-related transactions. The Special Committee selected Lincoln to act as its independent financial advisor because Lincoln is a nationally recognized investment banking firm with substantial experience in the provision of fairness opinions in connection with transactions comparable to the transactions with Celadon that the Special Committee was evaluating. As part of its investment banking business, Lincoln is regularly engaged in the valuation of businesses and their securities in a range of industries in connection with mergers and acquisitions. During its presentation, Lincoln confirmed that it did not have any conflicts of interest.

On January 27, 2026, Celadon sent a revised draft of the 2026 Term Sheet and a separate term sheet outlining the terms of the proposed CVR Transaction, or the CVR Term Sheet, and together with the 2026 Term Sheet, the Celadon Term Sheets, which were shared with the Special Committee. Celadon provided an updated version of the CVR Term Sheet to the Company on February 4, 2026.

On February 1, 2026, the Company received a term sheet for a potential reverse merger transaction with Company B, or the Company B Term Sheet, from Company B’s financial advisor.

On February 4, 2026, management of the Company shared a revised version of the Company B Term Sheet reflecting management’s comments with the Special Committee.

On February 5, 2026, the Company, representatives of Gunderson Dettmer Stough Villeneuve Franklin and Hachigian, LLP, or Gunderson Dettmer, in its capacity as outside counsel to the Company, Company B and its counsel held a conference call to discuss the potential transaction between the Company and Company B.

The Company, together with Gunderson Dettmer, prepared revised drafts of the Celadon Term Sheets which were shared with the Special Committee on February 8, 2026 for their consideration.

On February 9, 2026, the Company met with representatives of Lincoln to assist it in beginning its evaluation of the Company and the transactions proposed by the Celadon Term Sheets.

On February 10, 2026, the Company shared revised drafts of the Celadon Term Sheets to Celadon. The revised drafts proposed, among other things, that the initial closing of the increased from $10.0 million to $21.0 million given the Company’s cash needs, Celadon’s structuring discount be reduced from 4% to 3% of the aggregate principal amount of the convertible notes, the convertible notes be automatically exchanged for the Company’s common stock upon closing of the CVR Transaction, the Company be allowed to prepay the convertible notes, the maturity date of the convertible notes be extended from six months to two years, the repayment amount at maturity be decreased from 200% to 150% of the face value of the convertible notes, each of the Company and Celadon bear its own costs of the transaction and the proposed three-month exclusivity clause be eliminated.

On February 10, 2026, the Company sent its comments to the Company B Term Sheet to Company B.

On February 13, 2026, Company B’s financial advisor told the Company that Company B was proceeding forward with a reverse merger with another strategic partner due to, among other things, uncertainty regarding the Company’s ongoing liabilities.

On February 16, 2026, Celadon provided a revised draft of the Celadon Term Sheets, which reverted many of the terms back to Celadon’s prior draft.

On February 18, 2026, the Company received a term sheet from Company C, or the Company C Term Sheet, for a proposed convertible debt financing, which was shared with the Special Committee for their consideration. The Special Committee and the Company’s management evaluated the Company C Term Sheet, including comparing it against the current draft of the 2026 Term Sheet and determined that the terms of the Company C Term Sheet were less favorable in the aggregate to the Company and its stockholders than the 2026 Term Sheet. In particular, the Company C Term Sheet only committed to funding $4.0 million at any given point compared to $10.0 million from Celadon, required a 10% original issue discount compared to 3% for Celadon funding committed, and had a conversion price feature that would equal 95% of the lowest daily VWAP during the three trading days prior to the conversion date, effectively creating an opportunity for Company C to acquire shares at a significant discount to market price. This was compared to the 2026 Term Sheet which provided for a fixed conversion price subject to certain anti-dilution protections.

On February 20, 2026, the Company’s management, Celadon, Gunderson Dettmer and MWS met to discuss revisions to the Celadon Term Sheets, including, among other items, (i) whether the exchange of the convertible notes for shares of the Company’s common stock would implicate any vote of the Company’s stockholders under Nasdaq’s listing rules; (ii) whether the conversion/exchange price of the convertible notes would be based on a discount to the market price of the Company’s common stock at the time of conversion or on a pre-money valuation of the Company fixed at signing; and (iii) how to ensure that any exclusivity obligations would nevertheless allow the Company to raise capital if the investors in the initial closing were to decline to exercise the option to purchase additional notes.

On and around February 20, 2026, Dr. Lu also had separate confidential discussions with representatives of Company D, a U.S.-based biotechnology company, and Company E, a U.S.-based biotechnology company, regarding a potential merger or other strategic transaction with the Company. After several follow-up discussions among Dr. Lu and the chief executive officer of each of Company D and Company E, each of Company D and Company E determined to wait until they had received additional clinical data on their own respective compounds or regulatory guidance, as the case may be, before engaging in serious strategic discussions with the Company. Given the timing of the receipt of those data, the Company determined that the timing would not work without an additional capital infusion into the Company.

On February 24, 2026, after consultation with the Company’s advisors and the Special Committee, the Company sent a revised draft of the 2026 Term Sheet to Celadon and on February 25, 2026, the Company sent a revised CVR Term Sheet to Celadon. The revised CVR Term Sheet proposed, among other things, an obligation to use diligent efforts to execute on the proposed milestones in the CVR agreement and sought increased time during which the milestones could be earned to be more closely aligned with the Company’s expectations regarding development and potential approval of the Company’s clinical product, SENTI-202.

On February 26, 2026, Celadon shared a revised draft of the 2026 Term Sheet. On that same day, the Company sent the then-current versions of the 2026 Term Sheet and the Company C Term Sheet to Company A seeking input on whether Company A may wish to join either transaction or lead a different financing transaction. The Company also disclosed to Company A the recent strategic discussions with Company D and Company E and recent discussions with potential pharmaceutical partners and investors, including existing investors, regarding potential ways to fund SENTI-202’s development.

On February 27, 2026, the Special Committee, with members of management, RLF, Gunderson Dettmer and Lincoln present, met to review the Company’s alternatives, including financing and potential transaction proposals, as the Company continued to face significant liquidity constraints and an approaching cash-runway inflection point. Members of management provided the Special Committee an update with respect to operational matters, including with respect to the Company’s submissions to the FDA. Members of management also reviewed recent discussions with potential pharmaceutical partners and investors, including existing investors, who had indicated potential interest in the Company if it were private. The Special Committee discussed the feasibility of such licensing or private-company transactions in light of the Company’s liquidity and the impact that any such transaction could have on the value of the contingent value rights contemplated under the Celadon proposal. The Special Committee then discussed Celadon’s request for exclusivity and reviewed the Company’s cash runway in connection with that request. The Special Committee reviewed the Company’s strategic alternatives, including liquidation, and received an overview of the term sheet submitted by Company C. Representatives of Lincoln presented a liquidation analysis, reviewing the Company’s current cash position and expected cash burn and observing that a liquidation would be expected to yield no value to the Company’s stockholders. Lincoln also reviewed the potential Company C transaction, including the amount of cash to be funded at closing, additional funding commitments tied to warrant exercises, and the dilution that would result under different warrant-exercise scenarios. After discussion, the Special Committee determined that the Company C transaction was not executable and noted that Company A had not indicated interest in participating in any transaction despite multiple outreach efforts. In light of the Company’s cash position, the expected zero recovery in a liquidation, and the absence of any viable third-party financing or strategic proposal other than Celadon, the Special Committee continued to evaluate Celadon’s proposal and exclusivity request as the only realistic path to avoid a wind-down that would not be expected to deliver any value to stockholders.

On March 2, 2026, the Company shared updated drafts of the Celadon Term Sheets with Celadon. The revised CVR Term Sheet proposed additional milestone payments to the Company’s stockholders and an extension of the expiration date of the CVR from five years to seven years to provide additional time for the applicable milestones to be achieved, in an effort to enhance the potential value of the CVR consideration for the benefit of the Company’s stockholders in the event of future success of SENTI-202, taking into account Lincoln’s preliminary financial analyses of the proposed milestone payments.

On February 27 and March 1, 2026, the Company discussed the Company’s outstanding warrants with representatives of Lincoln while considering whether there were paths available to the Company to maximize the value of the warrants in the transactions being considered. Based on discussions with representatives of Lincoln, the Company determined that the warrants had minimal value if the Company either determined to proceed with the transactions contemplated by the Celadon Term Sheets or was forced to liquidate, the only two options available as of the date of that analysis. On March 5, 2026, the Special Committee requested that Lincoln provide the Special Committee with preliminary financial analyses of the warrants, which Lincoln sent on March 9, 2026.

On March 8, 2026, the Company and Celadon decided to leave the warrants as-is in connection with the 2026 Note Financing. On March 10, 2026, Lincoln provided the Special Committee with an updated preliminary analysis of the proposed terms for the CVR Transaction based on Celadon’s willingness to increase the third milestone by $10.0 million to $30.0 million, making the cumulative amount of the potential milestone payments $60.0 million, and to extend the expiration date of the CVR from five years to seven years.

On March 12, 2026, the Company’s management provided the Special Committee an update on discussions the Company was having with GeneFab regarding the sublease obligations. GeneFab had requested that the Company sign a new statement of work, or the GeneFab SOW, under the Company and GeneFab’s existing Amended and Restated Development and Manufacturing Services Agreement to make up for prior commitments made by the Company for work that was ultimately not commenced or subsequently awarded to other parties. Under the proposed GeneFab SOW, the Company would have been required to pay up to $30.0 million over the 2026 and 2027 fiscal years for manufacturing services, including amounts that the 2026 Note Financing would not cover. The Special Committee instructed the Company’s management to revise the terms of the GeneFab SOW to ensure that no financial commitments above the amount the Company expected to receive in the proposed 2026 Note Financing would be committed. The Company continued to negotiate these terms over the following weeks.

On March 15, 2026, the Company and Celadon met to discuss the proposed terms of the CVR Transaction and the Company provided an updated CVR Term Sheet to Celadon later that day.

On March 16, 2026, the Special Committee, with representatives of management, Gunderson Dettmer, RLF and Lincoln present, met to review the Celadon-proposed convertible bond financing and related CVR transaction, Celadon’s request for a three-month exclusivity period and the Company’s cash runway in that context. Members of management and representatives of Lincoln provide the Special Committee an update on the proposed holding-company restructuring transaction with Celadon, including the negotiation history. Lincoln reviewed the proposed CVR structure, including the aggregate milestone payments and the milestones required for payment, and reviewed illustrative CVR value reference ranges, the Company’s cash-burn scenarios and management’s wind-down analysis indicating that the Company’s shares would have no value in a liquidation. After discussing the Company’s efforts to identify alternative financing and strategic transactions and the lack of executable proposals, the Special Committee determined that a wind-down would be the principal alternative to the Celadon transactions and would not deliver value to stockholders, and therefore authorized management to enter into term sheets with Celadon (including exclusivity) and to negotiate definitive agreements. RLF reviewed the operation of Section 203 of the Delaware General Corporation Law. In light of Celadon’s contemplated investor consortium, to preserve flexibility for the Company, the Special Committee adopted resolutions to provide that the restrictions on business combinations under Section 203 would not impede the Celadon financing and CVR transactions or related combinations.

On March 17, 2026, the Company signed the non-binding (except as to exclusivity) 2026 Term Sheet. In addition, on March 17, 2026, the Company entered into various agreements with GeneFab and the Alameda landlord to resolve the sublease outstanding payments.

On March 18, 2026, Celadon countersigned and returned the executed 2026 Term Sheet to the Company. The signing of the 2026 Term Sheet began the Company’s 90-day exclusivity period with Celadon. On March 19, 2026, the Company signed the non-binding CVR Term Sheet. On March 22, 2026, Celadon countersigned and returned the CVR Term Sheet to the Company.

Between March 25, 2026 and April 27, 2026, Celadon and the Company drafted and negotiated the definitive documentation for the 2026 Note Financing, including the Securities Purchase Agreement, or the Purchase Agreement, and Form of Note.

On April 1, 2026, the Company publicly announced its plans to implement a holding company reorganization consistent with the terms of the 2026 Term Sheet.

On April 2, 2026, MWS provided the Company and Gunderson Dettmer with an initial draft of the CVR Agreement.

On April 10, 2026, the Company held a Type B Initial Comprehensive Multidisciplinary Regenerative Medicine Advanced Therapy, or the RMAT, meeting with the U.S. Food and Drug Administration, or the FDA, regarding the Company’s clinical product, SENTI-202, or the RMAT Meeting. Following the RMAT Meeting, the Company finalized its pivotal clinical and chemistry, manufacturing and controls strategy for SENTI-202.

On April 13, 2026, MWS provided the Company and Gunderson Dettmer with an initial draft of the Merger Agreement.

On April 17, 2026, management shared revised drafts of the definitive documentation for the 2026 Note Financing and the Merger Agreement to the Special Committee seeking review of such agreements and approval of the definitive documentation for 2026 Note Financing. On April 20, 2026, Celadon sent revisions of the 2026 Note Financing documents to the Company, which were shared with the Special Committee.

On April 20, 2026, the Special Committee, with representatives of management, Gunderson Dettmer and RLF present, met to discuss the revised draft agreements. At the meeting, the Special Committee considered that if the 2026 Note Financing was consummated, the Company’s wholly owned subsidiary would be agreeing to issue up to $40.0 million in aggregate principal amount of its Senior Secured Convertible Notes in up to two tranches, subject to the satisfaction of certain specified closing conditions, to an affiliate of Celadon. The Special Committee reviewed the following features of the revised draft agreements. The Notes would be issued in tranches, with the first tranche ($10.0 million) being subject to the satisfaction of specified closing conditions, which included the completion of the previously disclosed holding company reorganization. The second tranche could consist of up to $30.0 million in aggregate principal amount of Notes to be issued after the first tranche, or the Additional Notes, subject to (i) Celadon’s discretionary election and (ii) the satisfaction of specified closing conditions. The Company would not be obligated to issue any Additional Notes unless the parties shall have executed, within thirty days of the closing of the Initial Notes, definitive documents for the transactions contemplated by the CVR Term Sheet pursuant to which, if consummated, an

entity affiliated with Celadon would merge with and into Midco and Midco would issue a CVR to the Company’s stockholders, which may pay out up to an aggregate of $60.0 million in cash subject to the achievement of certain regulatory and sales milestones with respect to the Company’s product candidate, SENTI-202. Other key terms that the Special Committee considered included:

The Special Committee discussed the proposed 2026 Note Financing and the Company’s other strategic alternatives. The Special Committee also discussed the Company’s cash and liquidity position and its ability to finance operations. The Special Committee reviewed and considered the Company’s process for reviewing strategic alternatives and the challenges the Company has faced in obtaining interest in financing and other strategic transactions. The Special Committee discussed the prospect of liquidation, noting that a liquidation would be highly unlikely to deliver any value to stockholders. The Special Committee discussed the potential value that could be delivered to the Company’s stockholders in connection with the proposed 2026 Note Financing and the potential transactions contemplated by the CVR Term Sheet. At the meeting, RLF advised the Special Committee on its fiduciary duties under Delaware law. Following discussion, the Special Committee approved the 2026 Note Financing and the related transactions.

On April 24, 2026, the Company completed the previously announced holding company reorganization.

Based on the favorable results of the RMAT Meeting, with Celadon’s consent granted on April 24, 2026, the Company reinitiated discussions with several public funds that the Company believed would have interest in investing in the Company. Those meetings were held under confidentiality agreements. The Company requested that each of the four funds participate in or lead a financing transaction to compete against the transactions contemplated by the Celadon Term Sheets, including the CVR Transaction. Despite the Company's extensive outreach efforts and the favorable results of the RMAT Meeting, the Company was unable to receive deal terms from any of these funds.

On April 27, 2026, the Company, Midco and Opco entered into the Purchase Agreement for the 2026 Note Financing with an affiliate of Celadon.

On May 1, 2026, Gunderson Dettmer provided an extensive marked copy of the draft Merger Agreement to MWS.

On May 4, 2026, Celadon amended its Schedule 13D in connection with the Purchase Agreement.

On May 5, 2026, Gunderson Dettmer provided an extensive marked copy of the draft CVR Agreement to MWS. Gunderson Dettmer and MWS continued to exchange drafts of the Merger Agreement and CVR Agreement from May 5, 2026 to June 25, 2026.

On May 20, 2026, Midco issued and sold to Celadon the first tranche of Notes, in aggregate principal amount of $10.0 million, for net proceeds of approximately $9.7 million.

On May 22, 2026, Celadon formed Celadon Partners SPV 35 Limited, an exempted company under the laws of the Cayman Islands, solely for the purpose of effectuating the Merger.

On May 27, 2026, the Special Committee, with representatives of management, Gunderson Dettmer and RLF present, met to review the negotiations regarding the proposed transaction with Celadon. The Special Committee observed that the Company’s concurrent efforts to secure alternative financing or strategic transactions had not produced any viable proposals. The Special Committee reviewed the procedural steps, stockholder approval requirements, and economic terms of the proposed transaction with Celadon, including the CVR milestone payments and their risk-adjusted present value based on the work performed by Lincoln. The Special Committee discussed open issues in the negotiations. RLF advised with respect to fiduciary duties. The Special Committee determined to request that Lincoln render a fairness opinion as to the consideration payable to the public stockholders in the proposed transaction with Celadon.

On June 16, 2026, the Special Committee, with members of management and representatives of Gunderson Dettmer, RLF and Lincoln present, met to discuss whether to recommend that the Board approve proceeding with the proposed merger, or the Merger, and related transactions (together with the Merger, the Contemplated Transactions) with Celadon. Mr. Cutler, the Company’s general counsel, provided an overview of the Contemplated Transactions, including the material terms of the Merger Agreement and the Merger process. The Special Committee discussed procedural steps relating to the authorization and implementation of the Contemplated Transactions. Lincoln then presented to the Special Committee regarding fairness of the consideration payable in the Contemplated Transactions, or the Merger Consideration. Lincoln noted that, based on its financial analyses, the Merger Consideration exceeds the value implied by the liquidation value of $0.00 per share, as provided by the Company’s management. Lincoln then rendered its oral opinion, subsequently confirmed in writing by delivery of a written opinion dated June 16, 2026, to the effect that, as of the date of the opinion, and subject to and based on the assumptions, limitations, qualifications, conditions and other matters set forth therein, the Merger Consideration to be received by the Unaffiliated Security Holders in the Merger is fair, from a financial point of view, to such holders. RLF advised with respect to the Special Committee’s fiduciary duties under Delaware law. Thereafter, the Special Committee unanimously (a) determined that the Merger Agreement, the CVR Agreement and the Transaction, including the Merger, are advisable, fair to, and in the best interests of, the Company and the stockholders, (b) determined that it is advisable and in the best interests of the Company and the stockholders to enter into, approve, adopt and declare advisable, the Merger Agreement and the CVR Agreement and (c) recommended that the Company Board (i) determine that the terms of the Merger Agreement, the CVR Agreement and the Transaction, including the Merger, are advisable, fair to, and in the best interests of, the Company and the stockholders, (ii) determine that it is in the best interests of the Company stockholders to enter into, and approve, adopt and declare advisable, the Merger Agreement and the CVR Agreement, (iii) approve the execution and delivery by the Company of the Merger Agreement, the CVR Agreement the performance by the Company of its covenants and agreements contained therein and the consummation of the Transaction, including the Merger, upon the terms and subject to the conditions contained in the Merger Agreement and the CVR Agreement, (iv) direct that the adoption of the Merger Agreement, CVR Agreement and the approval of the Transaction, including the Merger, be submitted to the stockholders of the Company, and (v) recommend that the stockholders of the Company vote to adopt the Merger Agreement, CVR Agreement and approve the Transaction, including the Merger, at any meeting of the stockholders held for such purpose and any adjournment or postponement thereof.

On June 18, 2026, the Board held a special meeting, with members of management and Gunderson Dettmer present, to discuss whether to approve the Merger Agreement and the Contemplated Transactions with Celadon. Mr. Tang abstained from participation in this meeting. Mr. Cutler provided an overview of the Contemplated Transactions, including the material terms of the Merger Agreement. He also summarized the Special Committee’s process in evaluating the Contemplated Transactions and other alternatives and reported that the Special Committee had resolved to recommend that the Board approve the Merger Agreement and the Contemplated Transactions. The Board discussed the terms of the Contemplated Transactions and the Special Committee’s recommendation. Then, Gunderson Dettmer advised with respect to the Board’s consideration of the proposal, the Board members’ fiduciary duties under Delaware law and other factors. Gunderson Dettmer noted that approval of the Contemplated Transactions would require the affirmative vote of holders of a majority of outstanding shares of the Company’s common stock and a majority of the minority stockholders. Thereafter, the Board unanimously (other than Mr. Tang, who was absent from the meeting)

(i) approved the Merger Agreement and the Contemplated Transactions, subject to alignment with Celadon on the parties’ obligations relating to the Company’s continued listing on Nasdaq following the Closing, (ii) resolved to submit the proposals in connection therewith to a vote of the Company’s stockholders and (iii) resolved to recommend that the stockholders vote to approve such proposals.

On June 22, 2026, Celadon formed Senti Merger Sub, Inc., a Delaware corporation, solely for the purpose of effectuating the Merger.

On June 25, 2026, the Company, Celadon and representatives of Gunderson Dettmer and MWS held a conference call to discuss the open issues in the Merger Agreement, CVR Agreement and related matters. Following this discussion, Gunderson Dettmer, on behalf of the Company, sent revised versions of the Merger Agreement and CVR Agreement to MWS.

Over the course of the following weeks, the parties and their respective counsel continued to work towards finalizing the definitive agreements.

On July 8, 2026, the Board held a special meeting to discuss the updated terms of the Merger Agreement, including the agreement with Celadon regarding the parties’ obligations relating to the Company’s continued listing on Nasdaq. Mr. Mathers was not present for this meeting. Members of the Company’s management and representatives of Gunderson Dettmer were present. Dr. Lu and Mr. Cutler provided the Board with an update regarding the transactions since the prior meeting of the Board. Following a fulsome discussion prior to and following Mr. Tang’s recusal from the meeting, the Board (i) approved the Merger Agreement and the Contemplated Transactions, (ii) resolved to submit the proposals in connection therewith to a vote of the Company’s stockholders and (iii) resolved to recommend that the stockholders vote to approve such proposals

On July 14, 2026, the Company, Midco, Opco, Parent and Merger Sub executed the Merger Agreement. On July 15, 2026, the Company and Celadon issued a joint press release announcing the transaction.

In reaching its decision to approve the Merger Agreement and the Contemplated Transactions, including the Merger, and recommend that the Company’s stockholders vote to adopt the Merger Agreement and the Contemplated Transactions, including the Merger, the Special Committee and the Board of Directors of the Company, or the Board, consulted with the Company’s senior management and its financial and legal advisors. The Special Committee and the Board considered a wide range of factors relating to the Merger Agreement and the proposed Merger, many of which the Special Committee and the Board believed supported its decision, including the following (which are not necessarily presented in order of relative importance):

The Special Committee did not conduct a market check of parties deemed to be potentially interested in and capable of acquiring the Company for reasons as noted below:

In addition, the Special Committee and the Board believed that sufficient procedural safeguards were and are present to ensure that the Merger is procedurally fair to the Company’s stockholders unaffiliated with the Affiliated Entities, or the Unaffiliated Security Holders, and to permit the Special Committee and the Board to represent effectively the interests of such Unaffiliated Security Holders, which procedural safeguards include the following, which are not listed in any relative order of importance:

The Special Committee and the Board also considered a variety of potentially negative factors concerning the Merger Agreement and the Merger, including the following, which are not listed in any relative order of importance:

The foregoing discussion of information and factors considered by the Special Committee and the Board is not intended to be exhaustive, but includes a number of the factors considered by the Special Committee and the Board. In view of the wide variety of factors considered by the Special Committee and the Board, neither the Special Committee nor the Board found it practicable to quantify or otherwise assign relative weights to the foregoing factors in reaching its conclusions. In addition, individual members of the Special Committee and the Board may have given different weights to different factors and may have viewed some factors more positively or negatively than others. The Special Committee unanimously recommended that the Board authorize and approve, and the Board authorized and approved, the Merger Agreement and the Contemplated Transactions, including the Merger, based upon the totality of the information presented to and considered by it.

In reaching its conclusion regarding the fairness of the Merger to the Company’s Unaffiliated Security Holders and its decision to recommend the authorization and approval of the Merger Agreement and the Contemplated Transactions, including the Merger, the Special Committee considered financial analyses presented by Lincoln. The Special Committee believes that it is reasonable and appropriate to consider the opinion from Lincoln in the Special Committee’s determination as to the fairness, from a financial point of view, of the consideration payable in the Contemplated Transactions to the Unaffiliated Security Holders of the Company, because the opinion addressed the fairness, from a financial point of view, of the Merger Consideration to be received by the Public Stockholders in the Merger following the contemplated distribution of CVRs to the stockholders of the Company. To the extent that an affiliated security holder may exist other than Parent and its affiliates, the consideration to be received by such affiliated security holder is identical in all respects as the consideration to be received by Unaffiliated Security Holders. The Special Committee expressly adopted these analyses and opinions, among other factors considered, in reaching its determination as to the fairness of the Contemplated Transactions, including the Merger.

Further, the Special Committee and the Board considered the liquidation value of the Company’s assets and believe that the value of the Company’s assets that might be realized in a liquidation would be significantly less than its going-concern value. Each of the Special Committee and the Board believes the analyses and additional factors it reviewed provided an indication of the Company’s going-concern value.

In reaching its determination that the Merger Agreement and the Contemplated Transactions, including the Merger, are fair to, and in the best interests of, the Company and its Unaffiliated Security Holders and its decision to authorize and approve the Merger Agreement and the Contemplated Transactions, including the Merger, and recommend the authorization and approval of the Merger Agreement and the Contemplated Transactions, including the Merger, by the Company’s stockholders, the Board, on behalf of the Company, considered the analysis and recommendation of the Special Committee and the factors examined by the Special Committee as described above under this section and under the caption “—Background of the Merger,” and adopted such recommendations and analysis. During its consideration of the Merger Agreement and the Contemplated Transactions, including the Merger, the Board was also aware that some of the Company’s directors and stockholders have interests with respect to the Merger that are, or may be, different from, and/or in addition to those of the Company’s Unaffiliated Security Holders generally, as described under the caption “—Interests of Executive Officers and Directors of the Company in the Merger.”

The Company does not publicly disclose long-term forecasts or internal projections as to its cash runway, future revenues, earnings or other results, due to, among other reasons, the unpredictability of the underlying assumptions and estimates and the inherent difficulty of accurately predicting financial performance for future periods.

In connection with its evaluation of the Company’s stand-alone prospects and potential strategic transactions available to the Company, including the transactions contemplated by the Merger Agreement, the Company’s management prepared unaudited non-public prospective financial projections for the Company on a stand-alone basis, without giving effect to the transactions contemplated by the Merger Agreement. These prospective financial projections were prepared and updated by the Company’s management and reviewed and discussed with the Board in March 2026 and May 2026. Specifically, the Board reviewed the three cash runway analyses described below (the “March 2026 Analysis”, the “May 2026 Analysis” and the “Company’s Management Liquidation Analysis”, and collectively, the Forecasts) in connection with their evaluation of strategic alternatives. The Special Committee used the May 2026 Analysis to assist in its decision-making process in determining to approve and adopt the Merger Agreement and to recommend the Merger. The Special Committee directed Lincoln to rely on and use the Company’s Management Liquidation Analysis for purposes of its financial analyses and opinion described under the heading “—Opinion of the Special Committee’s Financial Advisor,” which is filed as Annex C to this proxy statement and incorporated herein by reference.

The Forecasts were prepared by the Company’s management based on assumptions they believed at the time to be reasonable. The Forecasts reflect numerous assumptions including (i) expectations regarding wind-down expenses; (ii) expectations regarding the Company’s operational expenses, including research and development expenses; and (iii) expectations regarding the timing, size and effects of the sale of the Notes, (iv) other relevant factors relating to the Company’s strategic plan, as well as how certain of these assumptions may change over time. The foregoing is a summary of certain key assumptions and estimates and does not purport to be a comprehensive overview of all assumptions and estimates reflected in the Forecasts prepared by Company Management.

The Forecasts are summarized below:

The March 2026 Analysis consisted of the following estimated expenses and cumulative cash balances:

The May 2026 Analysis consisted of the following estimated expenses:

The Company’s senior management prepared the Management’s Liquidation Analysis utilizing its best estimates of values that could be achieved if the remaining operations of the Company were wound down, assets were sold or recovered and liabilities were settled or paid over a period of time, to illustrate the value per share that might be realized in a liquidation as an alternative to pursuing a strategic transaction. In conducting this analysis, the Company’s management determined the implied equity value of the shares in liquidation to be equal to the total assets of the Company minus the total liabilities of the Company, each as of April 30, 2026, pro forma for debt and cash as of May 31, 2026, minus wind down charges incurred over a hypothetical three month period. The liquidation analysis assumes that the Company would incur approximately $10.3 million to $11.4 million in expenses and future wind-down charges prior to dissolution and that no funds would be held back to cover future claims. This analysis resulted in a range of aggregate implied equity values of the Company of approximately negative $27.6 million to negative $23.3 million. Based on the number of shares of the Company’s common stock outstanding (assuming exchange of $10.0 million in principal of the Notes at the Initial Exchange Price) at the time of the analysis, the Company then determined that the range of liquidation values to be received by the Company’s common stockholders was $0.00 (implying negative $0.89 to negative $0.75 per share). For purposes of this analysis, the Company also assumed $0.00 of value for the Company’s intellectual property. The Company assigned no value for intellectual property monetization since it has historically explored strategic alternatives and financing options without success. A structured intellectual property sale process would require additional time, management focus, and engagement of external professionals, resulting in incremental costs without assurance of a transaction or recoverable net proceeds. While any monetization would represent potential upside, expected proceeds are highly uncertain and would likely be partially offset by the costs required to pursue such efforts.

The high end of the range of expected costs assumes (i) $4.3 million to operate the business over a three-month period, (ii) $3.1 million in severance costs, (iii) $1.5 million in clinical trial shutdown costs, (iv) $1.0 million in transaction costs, (v) $0.5 million for other potential wind-down related costs and (vi) $1.0 million for directors and officers insurance, whereas the low end of this range assumes (i) $4.3 million to operate the business over a three-month period, (ii) $3.1 million in severance costs, (iii) $1.0 million in clinical trial shutdown costs, (iv) $0.5 million in transaction costs, (v) $0.5 million for other potential wind-down related costs and (vi) $0.9 million for directors and officers insurance.

The summary of the Forecasts is included in this proxy statement solely to give the Company’s stockholders access to certain financial forecasts that were made available to the Board, the Special Committee and Lincoln and is not being included in this proxy statement to influence any stockholder’s decision whether to vote in favor of adopting the Merger Agreement or for any other purpose. The Forecasts were generated solely for internal use and not developed with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial data or published guidelines of the SEC regarding forward-looking statements or U.S. generally accepted accounting principles, or GAAP. The Forecasts are forward-looking statements. All of the Forecasts summarized in this section were prepared by the Company’s management.

No independent registered public accounting firm provided any assistance in preparing the Forecasts. Accordingly, no independent registered public accounting firm has examined, compiled or otherwise performed any procedures with respect to the Forecasts or expressed any opinion or given any other form of assurance with respect thereto, and no independent registered public accounting firm assumes any responsibility for the information contained in the

Forecasts. The KPMG report included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 relates solely to the historical financial information of the Company. Such report does not extend to the Forecasts and should not be read to do so.

By including the Forecasts in this proxy statement, neither the Company nor any of its affiliates, advisors, officers, directors or representatives has made or makes any representation to any securityholder regarding the information included in the Forecasts or the ultimate performance of the Company, Parent, Midco, Opco or any of their affiliates compared to the information contained in the Forecasts. The Company has made no representation to Parent or Merger Sub, in the Merger Agreement or otherwise, concerning the Forecasts.

The assumptions and estimates underlying the Forecasts, all of which are difficult to predict and many of which are beyond the control of the Company, may not be realized. There can be no assurance that the forecasted results or underlying assumptions will be realized, and actual results likely will differ, and may differ materially, from those reflected in the Forecasts, whether or not the Merger is completed. In addition, the Forecasts may be affected by the Company’s ability to achieve strategic goals, objectives and targets over the applicable period. Neither the Company nor any of its affiliates assumes any responsibility to holders of the Company’s common stock or others for the accuracy of this information.

The Company’s actual future financial results may differ materially from those expressed or implied in the Forecasts due to numerous factors, including many that are beyond the Company’s ability to control or predict. While presented with numerical specificity, the Forecasts necessarily are based on numerous assumptions, many of which are beyond the control of the Company and difficult to predict, including with respect to industry performance, competitive factors, industry consolidation, general business, economic, regulatory, market and financial conditions, as well as matters specific to the Company’s business, including with respect to future business initiatives and changes to the Company’s business model for which the Company have no historical financial data, which assumptions may not prove to have been, or may no longer be, accurate. The Forecasts also reflect assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and result in the Forecasts not being achieved include, but are not limited to, availability of additional financing to fund the Company’s operations and debt maintenance, expected development, regulatory and commercialization pathways and timing, the results of the Company’s clinical trials, the Company’s expectations regarding its expenses, impact of competitive products and pricing, the effect of regulatory actions, the impact of legal proceedings, the effect of global economic conditions, the cost and effect of changes in tax and other legislation and other risk factors described in the Company’s SEC filings, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and described under the section below entitled “—Cautionary Statement Concerning Forward Looking Information”. The information set forth in the Forecasts are not facts and should not be relied upon as being necessarily indicative of actual future results.

The Forecasts were developed for the Company on a standalone basis without giving effect to the Merger, and therefore the Forecasts do not give effect to the Merger or any changes to the Company’s operations or strategy that may be implemented after the consummation of the Merger, including potential cost synergies to be realized as a result of the Merger, or to any costs incurred in connection with the Merger. Furthermore, the Forecasts do not take into account the effect of any failure of the Merger to be completed and should not be viewed as accurate or continuing in that context.

The Forecasts summarized in this section were prepared prior to the execution of the Merger Agreement and have not been updated to reflect any changes after the date they were prepared. The Company undertakes no obligation, except as required by law, to update or otherwise revise the Forecasts to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error or to not be appropriate, or to reflect changes in general economic or industry conditions. Please consider carefully the discussion entitled “Cautionary Statement Concerning Forward Looking Information” elsewhere in the proxy statement.

In light of the foregoing factors and the uncertainties inherent in the Forecasts, readers of this Proxy Statement are cautioned not to place undue, if any, reliance on the Forecasts.

For additional information regarding the business and the financial results and condition of the Company, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Reports on Form 10-Q for the quarter ended March 31, 2026, each of which has been filed with the SEC.

The Special Committee retained Lincoln to provide an opinion to the Special Committee as to whether the Merger Consideration to be received by the Public Stockholders in the Merger is fair, from a financial point of view, to such holders in the Merger following the contemplated distribution of CVRs to the stockholders of the Company. The Special Committee selected Lincoln to serve as its financial advisor for the reasons detailed in the section of this proxy statement titled “Background of the Merger.” Lincoln, as part of its investment banking business, is continuously engaged to provide financial advisory services, including fairness opinions and valuations of businesses and their securities in connection with mergers and acquisitions, private placements and other purposes.

At a special meeting of the Special Committee held on June 16, 2026, Lincoln rendered its oral opinion, subsequently confirmed in writing by delivery of a written opinion dated June 16, 2026, to the effect that, as of the date of the opinion, and subject to and based on the assumptions, limitations, qualifications, conditions and other matters set forth therein, the Merger Consideration to be received by the Public Stockholders in the Merger is fair, from a financial point of view, to such holders in the Merger following the contemplated distribution of CVRs to the stockholders of the Company.

Lincoln’s opinion was directed to the Special Committee (in its capacity as such) and only addressed the fairness, from a financial point of view, of the Merger Consideration to be received by the Public Stockholders in the Merger following the contemplated distribution of CVRs to the stockholders of the Company, and did not address any other terms, aspects or implications of the Merger, or any agreements, arrangements or understandings entered into in connection with the Merger or otherwise. The summary of Lincoln’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is attached to this proxy statement as Annex C and which describes the assumptions, limitations, qualifications, conditions and other matters considered by Lincoln in connection with the preparation of its opinion. Neither Lincoln’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and they do not constitute, advice or a recommendation to the Special Committee, the Company Board, the Company or any security holder as to how to act or vote on any matter relating to the Merger or otherwise. Security holders are urged to read the entire opinion carefully in connection with their consideration of the Merger.

In connection with rendering its opinion and performing its related financial analyses, Lincoln reviewed, among other things, the following documents and information provided to it by management of the Company, or Company Management:

Lincoln also discussed with Company Management the business, financial outlook and prospects of the Company, the Merger and related matters. Lincoln also reviewed certain financial, stock trading and other information relating to the Company and considered such other information, financial studies, investigations and financial, economic and market criteria that Lincoln deemed relevant. In addition, Lincoln applied such generally accepted valuation and analytical techniques as it deemed appropriate under the circumstances.

In performing its analyses and rendering its opinion with respect to the fairness, from a financial point of view, of the Merger Consideration to be received by the Public Stockholders in the Merger, Lincoln, with the consent of the Special Committee and the Company, relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all financial, accounting, legal, tax and other information reviewed by, or discussed with, Lincoln, and Lincoln did not independently verify any such information. Lincoln also relied upon the assurances of Company Management that Company Management was not aware of any facts or circumstances that would make such information materially incomplete or misleading.

With the consent of the Special Committee and the Company, Lincoln assumed that the Special Committee and the Company had been advised by counsel with respect to the Merger and that the Merger would be consummated in a valid and timely manner in compliance with all applicable federal and state statutes, rules and regulations. Lincoln further assumed that, in the course of obtaining any necessary regulatory, stockholder and third-party consents, approvals and agreements for the Merger, no modification, delay, limitation, restriction or condition would be imposed that would have an adverse effect on the Company, the Merger Consideration or the Merger.

Lincoln assumed that the financial information provided to Lincoln by the Company, including the Management Cash Runway, the Management Liquidation Analysis, the Milestone Dates, the Probability of Success, the unaudited interim financial statements and other financial information, was reasonably prepared in good faith on a basis reflecting the best currently available estimates and judgments of the applicable parties who prepared such information. Lincoln assumed no responsibility for, and expressed no opinion with respect to, the assumptions, estimates and judgments on which such forecasts and other financial information were based.

Lincoln assumed that the Merger would be consummated in accordance with the terms of the Merger Agreement, the CVR Agreement and the other documents made available to Lincoln, without waiver, modification or amendment of any term, condition or agreement therein that would be material to Lincoln’s analysis. Lincoln also assumed that the final terms of the Merger Agreement and the CVR Agreement would not vary in any respect material to Lincoln’s analysis from the copies or drafts, as applicable, reviewed by Lincoln.

Lincoln assumed that there had been no material change in the assets, liabilities, business, condition, financial or otherwise, results of operations or prospects of the Company since the date of the most recent financial statements made available to Lincoln, other than changes publicly disclosed by the Company or otherwise made available to Lincoln.

Lincoln assumed that the Probability of Success and the Milestone Dates provided by Company Management constituted a reasonable basis for evaluating the expected value of the Milestone Payment Amount, which represents highly contingent payments, the value of which depends on the achievement of specified clinical, regulatory and commercial milestones. Lincoln also assumed, based on representations from Company Management, that the Capitalization used in evaluating the Merger Consideration, including the number of CVRs outstanding, had been appropriately reflected in Lincoln’s analyses.

Lincoln prepared its opinion as of the date thereof. Lincoln’s opinion was necessarily based on financial, economic, market and other conditions as they existed on, and the information made available to Lincoln as of, the date of its opinion. Although subsequent developments may affect Lincoln’s opinion, Lincoln has no obligation to update, revise or reaffirm its opinion.

Lincoln did not evaluate the Company’s solvency. Lincoln was not requested to make, and did not make, any independent evaluation or appraisal of the assets or liabilities, contingent, derivative, off-balance sheet or otherwise, of the Company or any of its subsidiaries, and Lincoln was not furnished with any such evaluations or appraisals. Lincoln was not requested to, and did not, seek alternative transactions.

Lincoln’s opinion does not address the underlying business decision of the Special Committee, the Company, the stockholders of the Company or any other party to proceed with or effect the Merger. Lincoln’s opinion also does not address the terms of any arrangements, understandings, agreements or documents related to the Merger, or the form, structure or any other aspect of the Merger, except as expressly addressed in the opinion. Lincoln’s opinion does not address the relative merits of the Merger as compared to other transaction structures, transactions or business strategies that may be available to the Company, the Special Committee or any other party, or the effect of any other transaction in which the Company or any other party might engage.

Lincoln’s opinion does not address or constitute a recommendation regarding the decision of the Special Committee to authorize the execution of the Agreements or any related document, or to engage in the Merger. Lincoln’s opinion does not constitute advice or a recommendation to the Special Committee, the Company or any security holder as to how to act or vote with respect to any matter relating to the Merger. Lincoln’s opinion addresses only the fairness, from a financial point of view, of the Merger Consideration to be received by the Public Stockholders in the Merger following the contemplated distribution of CVRs to the stockholders of the Company, and does not address any other terms, aspects or implications of the Merger or any agreements, arrangements or understandings entered into in connection with the Merger or otherwise.

Lincoln expressed no opinion as to the fairness of any portion or aspect of the Merger to the holders of any class of securities, creditors or other constituencies of the Company, or any other party, other than the fairness, from a financial point of view, of the Merger Consideration to be received by the Public Stockholders in the Merger following the contemplated distribution of CVRs to the stockholders of the Company. Lincoln also expressed no opinion as to the fairness of any portion or aspect of the Merger to any one class or group of the Company’s or any other party’s security holders, creditors or other constituencies vis-à-vis any other class or group of the Company’s or such other party’s security holders, creditors or other constituencies, including, without limitation, the allocation of any consideration among or within such classes or groups of security holders or other constituencies.

Lincoln’s opinion does not indicate that the Merger Consideration is the best possibly attainable under any circumstances. The decision as to whether to proceed with the Merger or any related transaction depends on an assessment of factors unrelated to the financial analyses on which Lincoln’s opinion was based.

Lincoln expressed no opinion as to the price or range of prices at which the Company’s common stock may trade at any time, including following the announcement or consummation of the Merger. Lincoln’s opinion should not be construed as a valuation opinion, credit rating, solvency opinion, analysis of the Company’s creditworthiness, tax advice or accounting advice. Lincoln also expressed no opinion as to the amount or nature of any compensation or equity arrangement to be received by any of the Company’s officers, directors or employees, or any class of such persons, in connection with the Merger relative to the Merger Consideration.

Lincoln’s opinion was provided for the use and benefit of the Special Committee in connection with its evaluation of the Merger. Lincoln’s opinion may not be used for any other purpose and is not intended to confer any rights or remedies upon any other person.

The following is a summary of the material financial analyses reviewed by Lincoln with the Special Committee on June 16, 2026 in connection with rendering its opinion. The summary set forth below does not purport to be a complete description of the analyses performed by Lincoln or of the factors considered by Lincoln in connection with its opinion. The order of the analyses described does not represent the relative importance or weight assigned to such analyses by Lincoln. Certain of the summaries below include information presented in tabular format. The tables must be read

together with the accompanying text and are not intended to stand alone. Accordingly, considering the tables without considering the full narrative description of the related analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of Lincoln’s analyses.

In connection with its engagement, Company Management directed Lincoln to review and rely upon the Management Liquidation Analysis prepared by Company Management, which was used as a reference point for evaluating the estimated value that could be realized by holders of Company common stock in a hypothetical liquidation and winding down of the Company. Lincoln also analyzed the implied value of the Merger Consideration by reviewing the estimated timing and probability of achievement of the Milestones and the resulting present value of the contingent payments potentially payable pursuant to the CVRs. Lincoln did not perform a traditional discounted cash flow analysis, selected publicly traded companies analysis or selected precedent transactions analysis and did not rely upon any such analyses in rendering its opinion.

The preparation of a fairness opinion is a complex process involving the exercise of professional judgment and is not necessarily susceptible to partial analysis or summary description. In arriving at its opinion, Lincoln considered the results of its analyses as a whole and did not attribute any particular weight to any individual analysis or factor. Rather, Lincoln made qualitative judgments as to the significance and relevance of each analysis and factor considered. Accordingly, Lincoln believes that its analyses must be considered as a whole and that selecting portions of its analyses or factors considered, without considering all analyses and factors, could create an incomplete view of the process underlying its opinion.

Lincoln’s opinion was based on the analyses and factors taken as a whole and on the application of Lincoln’s experience and professional judgment. Lincoln did not form a conclusion as to whether any individual analysis, considered in isolation, supported or failed to support its opinion as to the fairness, from a financial point of view, of the Merger Consideration to be received by the Public Stockholders in the Merger following the contemplated distribution of CVRs to the stockholders of the Company.

Lincoln reviewed and considered the Management Liquidation Analysis of the Company, which was prepared by and approved for Lincoln’s use by Company Management and as further described in the section of this proxy statement entitled “Management Liquidation Analysis.” The Management Liquidation Analysis estimated the potential realizable values for the Company’s assets in a liquidation and the remaining amounts, if any, available upon completion of such liquidation for distribution to holders of Company common stock. Lincoln noted that the Management Liquidation Analysis estimated a range of potential realizable values for the Company’s assets in a liquidation of approximately $14.3 million to $15.0 million, a range of liquidation-related costs and disbursements of approximately $38.3 million to $41.8 million, which resulted in a negative range of net cash available for distribution to the holders of Company common stock of approximately $(23.3) million to $(27.6) million and therefore implied a value of $0.00 per share of Company common stock.

Lincoln estimated the present value of the Milestone Payment Amount by applying the Probability of Success estimates provided by Company Management to each Milestone Payment Amount and discounting the resulting risk-adjusted values to present value as of June 15, 2026 using discount rates ranging from 15.0% to 20.0%. The discount rates were selected by Lincoln based on its professional judgment, taking into account clinical-stage biotechnology risk and market-based risk-adjusted return expectations for investments with similar risk characteristics.

Lincoln also reviewed the implied per share value of the Milestone Payment Amount under two as-converted share count scenarios. Scenario A reflected existing common shares, RSUs, the Initial Notes on an as-converted basis and the $6.0 million Additional Funding Amount on an as-converted basis. Scenario B reflected Scenario A plus the remaining Additional Notes on an as-converted basis. Warrants, options and GeneFab options were excluded from Scenario A and Scenario B.

Lincoln observed that the implied present value risk-adjusted Milestone Payment Amount per share ranges under each of Scenario A and Scenario B exceeded the $0.00 per share value implied by the Management Liquidation Analysis.

In connection with its review of Company Management’s probability of success assumptions for the Milestone Payment Amount, Lincoln reviewed, among other information, the following clinical development success rates and equity research probability of success reference points for informational and contextual purposes. Lincoln did not independently verify the underlying data and did not rely on these reference points as determinative of the Probability of Success or the conclusion expressed in its opinion.

For informational and contextual purposes, Lincoln also reviewed certain publicly available trading information, equity research information and other information regarding the Company and the biotechnology sector that Lincoln deemed relevant. Lincoln did not rely on any selected companies analysis, selected precedent transactions analysis or discounted cash flow analysis as a basis for its opinion.

Other than the engagement to provide financial advice and the opinion to the Special Committee, during the two years preceding the date of Lincoln’s opinion, Lincoln and its affiliates have not had any material relationship with any party to the Merger for which compensation has been received or is intended to be received by Lincoln, nor is any such material relationship or related compensation mutually understood to be contemplated. Lincoln is entitled to customary fees from the Company for its financial advisory services and the preparation of its opinion in the aggregate amount of $575,000 consisting of (i) an initial non-refundable cash retainer of $200,000, (ii) additional monthly non-refundable cash retainers of $50,000 per month for March 2026 and April 2026, (iii) additional monthly non-refundable cash retainers of $25,000 per month for May 2026 and each month thereafter and (iv) a non-refundable cash opinion fee of $225,000 payable upon Lincoln informing the Special Committee it was prepared to render the opinion. No portion of Lincoln’s fees were contingent upon the conclusions set forth in its Opinion. To date, the Company has paid Lincoln $575,000 in fees. No portion of Lincoln’s fees were contingent on the consummation of the Merger. In addition, the Company has agreed to indemnify Lincoln and certain related parties against certain liabilities. Furthermore, the Company has agreed to reimburse Lincoln for certain expenses arising in connection with or as a result of Lincoln’s engagement and has reimbursed Lincoln for certain of such expenses incurred to date.

In addition to Lincoln’s June 16, 2026 presentation to the Special Committee in connection with the rendering of its opinion, Lincoln discussed with the Special Committee, from time to time, matters relating to the proposed Merger, the management liquidation analysis, the merger consideration analysis, and other financial matters relevant to the Special Committee’s evaluation of the Merger. These discussions and materials were preliminary in nature, were superseded by or reflected in Lincoln’s June 16, 2026 presentation and opinion, and did not constitute a separate opinion of Lincoln. The material financial analyses reviewed by Lincoln in connection with its opinion are summarized above under “Summary of Financial Analyses.”

If the Merger is completed, our stockholders will receive the CVRs and we will continue to develop (i) our program seeking a treatment for Rett Syndrome, or the Rett Syndrome program utilizing the Company’s Regulator Dial technology and (ii) our platform of Regulator Dial-enabled armored tumor-infiltrating lymphocyte, or TIL, therapies designed to address key limitations associated with current TIL approaches, or the TIL program. Although we will no longer be developing SENTI-202 or our other programs following closing, we plan to continue advancing our Rett Syndrome and TIL programs with the goal of returning additional value to our stockholders. Notwithstanding this present expectation, our Board may use our resources for other purposes for the benefit of the Company and our stockholders, and in connection therewith may find it necessary or advisable to use our resources for different or presently non-contemplated purposes.

The transaction will not alter the rights, privileges or nature of our common stock. A stockholder who owns shares of our common stock immediately prior to the completion of the Merger will continue to hold the same number of shares immediately following the completion of the Merger. In addition, pursuant to the Merger Agreement, our Board or the Special Committee thereof will approve and Midco will effect the issuance and distribution of one CVR with respect to each share of the Company’s common stock that is issued and outstanding as of the CVR record date, which will be a date no less than five days and no more than ten days following the date that the Merger closes.

It is anticipated that Parent will be considered the acquirer for accounting purposes. If so, Parent will use the acquisition method of accounting to allocate the purchase consideration to the Company assets acquired and liabilities assumed, which will be recorded at fair value.

In considering the recommendations of the Board with respect to the Merger, the Company’s stockholders should be aware that the executive officers and directors of the Company have certain interests in the Merger that may be different from, or in addition to, the interests of the Company’s stockholders generally. The Special Committee, consisting solely

of independent and disinterested directors of the Board, and the Board were aware of these interests and considered the interests described below, among other matters, in evaluating the Merger Agreement and the Contemplated Transactions, including the Merger. Further, the Board considered these interests in making its recommendations.

Pursuant to the Merger Agreement, the Board of Directors or the Special Committee thereof shall approve and Midco shall effect the issuance and distribution of one CVR with respect to each share of the Company’s common stock (including shares of common stock held by the Affiliated Entities) that is issued and outstanding as of the CVR record date, which shall be a date no less than five days and no more than ten days following the date that the Merger closes. Following Closing, our stockholders will continue to have ownership interests in our company and rights as our stockholders. Therefore, our stockholders will continue to participate in our future earnings or growth, if any, and will benefit from appreciation in our value, if any, in addition to any contingent Milestone Payment Amounts that are paid pursuant to the CVRs.

The Merger Agreement provides for the treatment set forth below with respect to the Company equity awards that are outstanding at the Closing Effective Time.

Company Stock Options. Each stock option to purchase shares of the Company’s common stock that is then outstanding, whether vested or unvested, will become immediately vested and exercisable in full. Prior to the Closing Effective Time, the Board of Directors (or the committee administering the applicable equity incentive plan) shall take all actions necessary to provide that the post-termination exercise period applicable to each stock option that remains outstanding immediately prior to the Closing Effective Time shall be extended so that such stock option will remain exercisable until the original expiration date of such stock option, notwithstanding any earlier termination of the holder’s employment or service with the Company or any of its subsidiaries; provided that each such stock option shall remain subject to earlier termination in accordance with the terms of the applicable equity incentive plan. Each stock option that is outstanding and unexercised as of immediately prior to the CVR record date shall entitle such holder to receive, upon exercise of such stock option pursuant to the terms thereof, a number of CVRs equal to the number of shares of the Company’s common stock that would have been issuable upon exercise in full of such stock option immediately prior to the CVR record date, reduced by an amount equal to the amount of any applicable withholding taxes, subject to and in accordance with the terms and conditions of such stock option and the CVR Agreement.

Company RSUs. Immediately prior to the Closing Effective Time, each restricted stock unit award in respect of shares of the Company’s common stock, whether vested or unvested, that is outstanding immediately prior to the Closing Effective Time shall become fully vested, automatically and without any action on the part of the holder thereof, and shall thereafter remain subject to settlement in accordance with the terms and conditions of the applicable equity incentive plan and the award agreement evidencing such RSU. Each RSU that is outstanding and unsettled as of immediately prior to the CVR record date shall entitle such holder to receive, upon settlement of such RSU pursuant to the terms thereof, a number of CVRs equal to the number of shares of the Company’s common stock subject to such RSU immediately prior to the CVR record date, reduced by an amount equal to the amount of any applicable withholding taxes, subject to and in accordance with the terms and conditions of such RSU and the CVR Agreement.

Company Warrants. In addition, immediately prior to the Closing Effective Time, each warrant to purchase shares of the Company’s common stock that is outstanding and unexercised as of immediately prior to the CVR record date shall entitle such holder to receive, upon exercise of such warrant pursuant to the terms thereof, a number of CVRs equal to the number of shares of the Company’s common stock that would have been issuable upon exercise in full of such warrant immediately prior to the CVR record date, reduced by an amount equal to the amount of any applicable withholding taxes, subject to and in accordance with the terms and conditions of such warrant and the CVR Agreement.

The following table sets forth (i) the number of shares of the Company’s common stock underlying outstanding stock options and RSUs held by the Company’s executive officers and directors as well as the number of outstanding shares of the Company’s common stock held by such individuals; and (ii) estimates of the maximum potential Milestone Payment Amounts under the CVRs, that the Company’s executive officers and directors are eligible to receive (before deduction of applicable tax withholdings) in connection with the Merger in respect of such stock options, RSUs and outstanding shares, in each case, as of August 31, 2026. Some of these estimates are based on information not currently available and, as a result, the actual amounts, if any, to be received by the Company’s executive officers and directors may differ in material respects from the amounts set forth below. Solely for purposes of the table below, we have assumed that: