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CERUS CORP

For the period ended Apr 22, 2026. Filed Apr 22, 2026.

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About this filing

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.

Apr 22, 2026 · Filed Apr 22, 2026

CERS$2.02-5.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement if Other Than The Registrant)

Payment of Filing Fee (Check the appropriate box)

☒No fee required.
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

1220 Concord Avenue, Suite 600,

Concord, CA 94520

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on June 2, 2026

Dear Stockholder:

On behalf of the Board of Directors (the “Board”) of CERUS CORPORATION, a Delaware corporation (the “Company”), you are cordially invited to attend the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”), to be held on Tuesday, June 2, 2026 at 9:00 a.m. Pacific time. The Annual Meeting will be held entirely online. You will be able to attend and participate in the Annual Meeting online by visiting http://www.virtualshareholdermeeting.com/CERS2026, where you will be able to listen to the meeting live, submit questions, view our list of stockholders as of the record date during the Annual Meeting, and vote. You will need to have the 16-digit control number included in the Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials to join the virtual Annual Meeting. This year, stockholders are being asked to consider and act upon the following items, each of which is more fully discussed in the accompanying Proxy Statement:

  1. the election of the two nominees for director named in the accompanying Proxy Statement, to hold office until the 2029 Annual Meeting of Stockholders;

  2. the approval of an amendment and restatement of the Company’s 2024 Equity Incentive Plan to, among other things, increase the aggregate number of shares of common stock authorized for issuance thereunder by ten million shares;

  3. the approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the accompanying Proxy Statement;

  4. the ratification of the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026; and

  5. such other business as may be properly brought before the Annual Meeting.

We are mailing most of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”), rather than a paper copy of the Proxy Statement and the Company’s 2025 Annual Report. If you would like to receive paper or electronic copies of these materials, please refer to the instructions set forth in the Notice. The Notice also contains instructions on how to access the proxy materials online, as well as how to vote over the telephone, the internet or online at the virtual Annual Meeting.

We hope you will read the accompanying Proxy Statement and submit your proxy, or use telephone or Internet voting, prior to the Annual Meeting. Even if you plan to attend the virtual meeting, please vote or submit your proxy as soon as possible to ensure that your shares are voted at the Annual Meeting in accordance with your instructions. If you vote over the telephone or the Internet, your vote must be received no later than 11:59 p.m. Eastern Time on June 1, 2026, in order to be counted. If you hold your shares through a broker, bank, or other nominee, please follow the instructions you receive from your broker, bank, or other nominee, as applicable, to vote your shares.

On behalf of the Board and our executive leadership team, we thank you for your continued support.

The record date for the Annual Meeting is April 10, 2026. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.

By Order of the Board of Directors

/s/ Chrystal N. Jensen

Chrystal N. Jensen

Chief Legal Officer, General Counsel and Secretary

Concord, California

April 22, 2026

You can vote over the telephone or the internet, or, if you received a printed copy of the proxy materials via mail, by completing, signing and returning the proxy card as instructed in the materials. Even if you have voted by proxy, you may still vote online at the Annual Meeting. Stockholders who attend the virtual Annual Meeting should follow the instructions at www.virtualshareholdermeeting.com/CERS2026 to vote online at Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be

Held on June 2, 2026:

The proxy statement and annual report to stockholders are available at

www.proxyvote.com

TABLE OF CONTENTS

PROXY HIGHLIGHTS1
PROPOSAL NO. 1 - ELECTION OF DIRECTORS13
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE17
PROPOSAL NO. 2 - AMENDMENT AND RESTATEMENT OF THE COMPANY'S 2024 EQUITY INCENTIVE PLAN28
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS43
PROPOSAL NO. 3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION44
PROPOSAL NO. 4 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM45
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT47
EXECUTIVE OFFICERS49
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS50
SUMMARY COMPENSATION TABLE70
GRANTS OF PLAN-BASED AWARDS IN FISCAL 202571
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END74
OPTION EXERCISES AND STOCK VESTED IN FISCAL 202576
NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 202576
SEVERANCE AND CHANGE OF CONTROL AGREEMENTS77
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL79
CEO PAY RATIO80
PAY VERSUS PERFORMANCE81
DIRECTOR COMPENSATION86
TRANSACTIONS WITH RELATED PERSONS88
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING90
HOUSEHOLDING OF PROXY MATERIALS97
OTHER MATTERS97
APPENDIX A - CERUS CORPORATION AMENDED AND RESTATED 2024 EQUITY INCENTIVE PLANA-1
APPENDIX B - RECONCILIATION OF NET LOSS ATTRIBUTABLE TO CERUS CORPORATION TO NON-GAAP ADJUSTED EBITDA AND RELATED DEFINITIONB-1
INDEX OF FREQUENTLY REQUESTED INFORMATION
Anti-Hedging/Pledging Policy27
Auditor Fees45
Board and Committee Assessment Process24
Board Composition10
Board Leadership17
Board Meeting Attendance18
Board Refreshment5
Compensation Recovery Policy66
Code of Business Conduct and Ethics25
Corporate Governance Guidelines26
Director Biographies10
Director Time Commitments23
Director Independence17
Director Resignation Policy26
Director Skills and Experience4
Pay Ratio Disclosure80
Pay Versus Performance81
Peer Group Companies57
Role of the Board in Risk Oversight18
Stock Ownership Guidelines for Directors87
Stock Ownership Guidelines for our CEO66
Stockholder Engagement and Responsiveness27
Stockholder Communications with our Board25
Stockholder Proposals and Director Nominations for Next Year’s Annual Meeting94

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

June 2, 2026

ContentsView on SEC.gov

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