908 Devices Inc.

For the period ended Jun 12, 2025. Filed Apr 28, 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 12, 2025 · Filed Apr 28, 2025

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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. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

(Name of Registrant as Specified In Its Charter)

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

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Exchange Act Rules 14a-6(i)(1) and 0-11.

April 28, 2025

Dear Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of 908 Devices Inc., which will be held on Thursday, June 12, 2025 at 10:00 a.m. Eastern Time, solely by means of remote communication in a virtual-only format. You will not be able to attend the Annual Meeting physically. You will be able to attend and participate in the Annual Meeting online by visiting https://meetnow.global/M5UTCGT, where you will be able to listen to the meeting live, submit questions and vote.

At the Annual Meeting, the board of directors will ask stockholders to (i) elect three Class II directors, Kevin J. Knopp, Ph.D., Tony J. Hunt and Mark Spoto, to hold office until the 2028 annual meeting of stockholders; and (ii) ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. These matters are described more fully in the accompanying Proxy Statement, which you are urged to read thoroughly. The board of directors recommends a vote “FOR” each of the director nominees, and “FOR” ratification of the appointment of our independent registered public accounting firm.

We have elected to take advantage of Securities and Exchange Commission rules that allow companies to furnish proxy materials to their stockholders by providing notice of and access to these documents on the Internet instead of mailing printed copies. Those rules allow a company to provide its stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. Most of our stockholders will not receive printed copies of our proxy materials unless requested, but instead will receive a Stockholder Meeting Notice with instructions on how they may access and review our proxy materials and our 2024 Annual Report on Form 10-K on the Internet and how they may cast their vote via the Internet. If you would like to receive a printed or e-mail copy of our proxy materials, please follow the instructions for requesting the materials in the Stockholder Meeting Notice that is being sent to you.

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, please vote as soon as possible. If you received the Stockholder Meeting Notice, a separate proxy card was not sent to you and you may vote only via the Internet unless you attend the virtual Annual Meeting or request that a proxy card and proxy materials be mailed to you. If you have requested that a proxy card and proxy materials be mailed to you, and you have received those materials, then you may vote via the Internet, by telephone or by mailing a completed proxy card. For specific voting instructions, please refer to the information provided in the accompanying Proxy Statement and in the Stockholder Meeting Notice.

Thank you for your continued interest in and support of 908 Devices Inc.

Sincerely,

Kevin J. Knopp, Ph.D.

Chief Executive Officer

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 12, 2025

Notice is hereby given that the 2025 Annual Meeting of Stockholders, or Annual Meeting, of 908 Devices Inc. will be held via the Internet at a virtual web conference at https://meetnow.global/M5UTCGT on Thursday, June 12, 2025 at 10:00 a.m. Eastern Time. More information about the Annual Meeting is below:

	When			Thursday, June 12, 2025 at 10:00 a.m. Eastern Time.

	Where			The Annual Meeting will be held entirely online. You will be able to attend and participate in the Annual Meeting online by visiting https://meetnow.global/M5UTCGT, where you will be able to listen to the meeting live, submit questions and vote.

	Items of Business			We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying Proxy Statement: 1. To elect three Class II directors, Kevin J. Knopp, Ph.D., Tony J. Hunt and Mark Spoto, to hold office until the 2028 annual meeting of stockholders. 2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. 3. To transact any other business that properly comes before the Annual Meeting and at any adjournments and postponements thereof.

	Record Date			Only stockholders of record at the close of business on April 17, 2025, or Record Date, are entitled to receive notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

	How to Vote			Please vote your shares promptly to ensure the presence of a quorum at the Annual Meeting. Please review the proxy materials for the Annual Meeting and follow the instructions in the section entitled “Voting Information” of the accompanying Proxy Statement beginning on page 3 to vote. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. As described on page 5 of the accompanying Proxy Statement, any stockholder of record as of the Record Date may attend the Annual Meeting online and vote during the online meeting even if he or she previously returned a proxy card by mail or voted via the Internet or by telephone.

				By Order of the Board of Directors,

				Michael S. Turner
				Chief Legal and Administrative Officer, and Secretary
	Boston, Massachusetts
	April 28, 2025

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