Century Therapeutics, Inc.

For the period ended Jun 11, 2026. Filed Apr 27, 2026.

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.

Jun 11, 2026 · Filed Apr 27, 2026

Use the contents to explore the available documents and sections.

IPSC$1.68+11.3%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

PROXY STATEMENT v

	TABLE OF CONTENTS

	EXECUTIVE COMPENSATION					21
	SUMMARY COMPENSATION TABLE					21
	INSIDER TRADING POLICY					23
	PLEDGING AND HEDGING POLICIES					23
	COMPENSATION RECOVERY POLICY					23
	POLICIES AND PRACTICES REGARDING GRANTS OF EQUITY AWARDS					23
	OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END					24
	EMPLOYMENT AGREEMENTS					25
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					28
	EQUITY COMPENSATION PLAN INFORMATION					30
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					31
	DELINQUENT SECTION 16(a) REPORTS					33
	ITEMS TO BE VOTED ON					34
	PROPOSAL 1: ELECTION OF CLASS II DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2028					34
	PROPOSAL 2: RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026					35
	PROPOSAL 3: APPROVAL OF AN AMENDMENT TO OUR SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 300,000,000 TO 450,000,000 SHARES; AND					36
	PROPOSAL 4: ADJOURNMENT OF THE ANNUAL MEETING TO THE EXTENT THERE ARE INSUFFICIENT VOTES AT THE ANNUAL MEETING TO APPROVE THE IMMEDIATELY PRECEDING PROPOSAL.					39
	OTHER INFORMATION					40
	OTHER MATTERS					40
	REQUIREMENTS FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR NEXT YEAR’S ANNUAL MEETING					40
	STOCKHOLDER COMMUNICATIONS TO THE BOARD					40
	AVAILABILITY OF MATERIALS					41

PROXY STATEMENT

This Proxy Statement, with the enclosed proxy card, is being furnished to stockholders of Century Therapeutics, Inc. in connection with the solicitation by our Board of proxies to be voted at our Annual Meeting and at any postponements or adjournments thereof. The Annual Meeting will be held on Thursday, June 11, 2026, at 9:00 a.m., Eastern Time, via the Internet at edge.media-server.com/mmc/p/b865egjf, using the password century2026.

This Proxy Statement and the enclosed proxy card are first being furnished to our stockholders on or about April 27, 2026. The Notice of Internet Availability of Proxy Materials being mailed to the stockholders is not part of the Proxy Statement.

Notice of Annual Meeting of Stockholders and 2026 Proxy Statement |v

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.