Janux Therapeutics, Inc.

90 c

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

Janux Therapeutics, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

10955 Vista Sorrento Parkway, Suite 200

San Diego, California 92130

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 11, 2025

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Janux Therapeutics, Inc., a Delaware corporation, which will be held virtually over the internet, on Wednesday, June 11, 2025 at 1:30 p.m. Pacific Time. The Annual Meeting is being held for the following purposes:

To elect the three nominees for Class I director named in the accompanying proxy statement to serve for three-year terms until the 2028 Annual Meeting of Stockholders.

To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025.

To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement.

To indicate, on an advisory basis, the preferred frequency of holding future stockholder votes to approve the compensation of our named executive officers.

To conduct any other business properly brought before the Annual Meeting.

These items of business are more fully described in the proxy statement accompanying this Notice.

To participate, vote or submit questions during the Annual Meeting via live webcast, you must register in advance at www.proxydocs.com/JANX prior to the deadline of Tuesday, June 10, 2025 at 5:00 p.m. Eastern Time. You will not be able to attend the Annual Meeting in person.

Our Board of Directors recommends a vote “FOR” for the election of all nominees for Class I director to our Board of Directors, “FOR” the ratification of the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025, “FOR” the advisory approval of the compensation of our named executive officers, as disclosed in the proxy statement, and for a “ONE YEAR” frequency of holding future stockholder votes to approve the compensation of our executive officers. The accompanying proxy statement contains additional information and should be carefully reviewed by stockholders.

The record date for the Annual Meeting is April 17, 2025. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment or postponement thereof.

By Order of the Board of Directors,

/s/ David Campbell, Ph.D.

David Campbell, Ph.D.President and Chief Executive Officer

San Diego, California

April 25, 2025

You are cordially invited to attend the Annual Meeting. Whether or not you expect to attend the Annual Meeting, you are urged to cast your vote as soon as possible. You may vote your shares via the internet or via a toll-free telephone number by following the instructions on the Notice of Internet Availability of Proxy Materials or the proxy card. In addition, if you received paper copies of the proxy materials by mail, you can also vote by mail by following the instructions on the proxy card. Submitting a proxy card will not prevent you from attending the Annual Meeting and voting at the Annual Meeting if you so desire. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote at the Annual Meeting, you must obtain from the record holder a proxy issued in your name.