NextCure, Inc.
For the period ended Jun 18, 2026. Filed Apr 24, 2026.
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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 18, 2026 · Filed Apr 24, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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
NextCure, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other Than the Registrant)
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
MESSAGE FROM OUR CHAIRMAN AND OUR CEO
Dear Stockholders:
We are pleased to invite you to join us for the 2026 Annual Meeting of Stockholders of NextCure, Inc., to be held on Thursday, June 18, 2026 at 11:00 a.m. Eastern Time, virtually over the internet atwww.virtualshareholdermeeting.com/NXTC2026, during which time you will be able to vote your shares electronically and submit questions.
At the 2026 Annual Meeting, we will be asking you to elect the two nominees named in the accompanying proxy statement to serve as Class I directors for three-year terms ending in 2029. Beginning on page 8, you will find detailed information about the qualifications of all our director nominees and our continuing directors, who we believe bring a diverse set of strengths and expertise to bear when representing your interests.
Our Board of Directors is committed to governance practices that are appropriately tailored to our business and guiding NextCure toward delivering on our commitment to discovering and developing innovative medicines that treat cancer patients who do not respond to, or who have disease progression on, current therapies, through the use of differentiated mechanisms of action including Antibody-Drug Conjugates (ADCs), antibodies and proteins.
In addition to the election of directors, as discussed beginning on page 26, we are also asking stockholders to ratify our audit committee’s selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.
We also will be holding an advisory vote relating to officer compensation. On page 29, we are asking stockholders to approve, on an advisory basis, the compensation paid by NextCure to its named executive officers, commonly known as a “Say-on-Pay” vote.
Also, as discussed beginning on page 40, we are also asking stockholders to approve an Amended and Restated 2019 Omnibus Incentive Plan that would amend our employee and director stock option plan primarily for the purpose of increasing the number of shares available for use under our existing 2019 Omnibus Incentive Plan.
On behalf of the Board of Directors and the NextCure team, we would like to thank you for your continued support. We look forward to your participation at the Annual Meeting.
Sincerely,
David Kabakoff, Ph.D.
Chairman of the Board
President & Chief Executive Officer
April 24, 2026
NextCure, Inc.
9000 Virginia Manor Road, Suite 200
Beltsville, Maryland 20705
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| | | Date: | | | June 18, 2026 | | | Record Date: | | | April 22, 2026 | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Time: | | | 11:00 a.m. ET | | | Attendance: | | | www.virtualshareholdermeeting.com/NXTC2026 | | |
To the Stockholders of NextCure, Inc.:
We will hold the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of NextCure, Inc. (the “Company,” “NextCure,” “we,” “us,” or “our”) on June 18, 2026 at 11:00 a.m. Eastern Time, as a virtual meeting held entirely over the Internet. You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions online by visitingwww.virtualshareholdermeeting.com/ NXTC2026 and entering the 16-digit control number included in the notice containing instructions on how to access Annual Meeting materials (the “Notice”), on your proxy card (the “Proxy Card”), or in the voting instructions that accompanied the proxy materials (the “Proxy Materials”). Items of business at the Annual Meeting include:
To elect as directors the two nominees named in the accompanying Proxy Statement to a term of three years each, and until their successors have been duly elected and qualified.
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.
To approve, on an advisory basis, the compensation paid by Company to its named executive officers.
To approve an amendment and restatement of our 2019 Omnibus Incentive Plan in order to, among other items, increase the number of shares of our common stock that are authorized for issuance thereunder.
The proposed Amended and Restated 2019 Omnibus Incentive Plan is attached hereto as Appendix A to the accompanying proxy statement (the “Proxy Statement”) and is incorporated herein by reference.
These matters are more fully described in the Proxy Statement. In addition, any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof will be considered.
We are pleased to take advantage of Securities and Exchange Commission (“SEC”) rules that allow us to furnish our Proxy Materials, consisting of this Notice of Annual Meeting, the Proxy Statement, the Proxy Card, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”) via the Internet. On April 24, 2026, we commenced mailing the Notice to stockholders (as of the record date), which Notice contains instructions on how to access our Annual Meeting materials and vote via the Internet, by mail or by telephone. The Notice also contains instructions on how to request a paper copy of our Proxy Materials and the 2025 Annual Report. This process allows us to provide our stockholders with the information they need on a timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our Proxy Materials.
Your vote is important. Whether or not you expect to participate in the Annual Meeting, the Board of Directors encourages you to review the accompanying Proxy Statement for information relating to each of the proposals and to cast your vote promptly.
By Order of the Board of Directors,
President & Chief Executive Officer
April 24, 2026
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