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Candel Therapeutics, Inc.

For the period ended Jun 17, 2025. Filed Apr 29, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 17, 2025 · Filed Apr 29, 2025

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CADL$8.75+8.8%Stored close · as of Nov 6, 2026
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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. )

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☒Definitive Proxy Statement
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117 Kendrick St, Suite 450

Needham, MA 02494

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

To be held on June 17, 2025

Notice is hereby given that the 2025 Annual Meeting of Stockholders, or Annual Meeting, of Candel Therapeutics, Inc., will be held online on June 17, 2025 at 10:00 a.m. Eastern Time. You may attend the meeting virtually via the Internet at www.virtualshareholdermeeting.com/CADL2025 where you will be able to vote electronically and submit questions. You will need the 16-digit control number included with your proxy card in order to attend the Annual Meeting. The purpose of the Annual Meeting is the following:

To elect three Class I directors to our board of directors, to serve until the 2028 annual meeting of stockholders and until their successor has been duly elected and qualified, or until their earlier death, resignation or removal;

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and

To transact any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

The proposal for the election of directors relates solely to the election of three Class I directors nominated by the board of directors.

Only Candel Therapeutics, Inc. stockholders of record at the close of business on April 21, 2025, will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof.

Beginning on or about April 29, 2025, we are mailing a paper copy of the accompanying proxy statement and our Annual Report for the fiscal year ended December 31, 2024, or 2024 Annual Report, to our stockholders of record at the close of business on April 21, 2025.

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.

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.

By order of the Board of Directors,

/s/ Paul Peter Tak

Paul Peter Tak, M.D., Ph.D., FMedSci

Chief Executive Officer

Needham, MA

April 29, 2025

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.