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TELA Bio, Inc.

For the period ended Jun 9, 2026. Filed Apr 30, 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.

Jun 9, 2026 · Filed Apr 30, 2026

TELA$0.82+5.1%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

☒ 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

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TELA BIO, INC.

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(Name of Registrant as Specified In Its Charter)​

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

Payment of Filing Fee (Check all boxes that apply):

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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 Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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1 Great Valley Parkway, Suite 24

Malvern, PA 19355

2026 ANNUAL MEETING OF STOCKHOLDERS

To be Held on June 9, 2026

April 30, 2026

Dear Stockholder:

We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders of TELA Bio, Inc., or the Annual Meeting, which will be held at 10:00 a.m., Eastern Time, on Tuesday, June 9, 2026. The Annual Meeting will be held in virtual meeting format only. Stockholders will not be able to attend the Annual Meeting physically. We believe that the virtual meeting format enables stockholders to attend and participate from any location around the world at no cost, provides for cost savings to TELA Bio, Inc. and our stockholders, and reduces the environmental impact of our Annual Meeting. The Annual Meeting can be accessed via the Internet at: https://event.accessnewswire.com/tela-2026.

Details regarding the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of 2026 Annual Meeting of Stockholders, or the Notice, and 2026 Annual Meeting Proxy Statement, or the Proxy Statement. Other than the proposals described in the Proxy Statement, our Board of Directors is not aware of any other matters to be presented for a vote at the Annual Meeting. We are pleased to take advantage of the Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet.

Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to vote as soon as possible to ensure that your shares are represented. Information about voting methods is set forth in the accompanying Notice and Proxy Statement.

If you have any questions with respect to voting, please call our Chief Operating Officer, Chief Financial Officer and Corporate Secretary, Roberto Cuca, at (484) 320-2930.

Sincerely,

​/s/ Doug Evans ​ Doug Evans Chairman of the Board of Directors​​/s/ Antony Koblish ​ Antony Koblish Director and Chief Executive Officer​

THIS PROXY STATEMENT IS

FIRST BEING MADE AVAILABLE ON OR ABOUT APRIL 30, 2026.

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To be Held on June 9, 2026

Dear Stockholders:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders of TELA Bio, Inc., or the Annual Meeting, will be held on Tuesday, June 9, 2026, at 10:00 a.m. Eastern Time. The purpose of the meeting is the following:

To elect the three director nominees that are set forth in the attached 2026 Annual Meeting Proxy Statement, or the Proxy Statement, to serve as Class I directors, whose term will expire in 2029;

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To ratify the appointment of KPMG LLP, or KPMG, as our independent registered public accounting firm for the 2026 fiscal year;

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To approve, on a non-binding, advisory basis, the compensation of our named executive officers;

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To approve an amendment to the Amended and Restated 2019 Equity Incentive Plan, or the 2019 Plan, to, among other things, increase the authorized shares issuable under the 2019 Plan by 3,500,000 shares, or the 2019 Plan Amendment;

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To approve an adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve Proposal 4; and

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Any other matters that may properly be brought before the Annual Meeting or any adjournment or postponement thereof.

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The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of 2026 Annual Meeting of Stockholders, or the Notice.

MEETING INFORMATION

​Date:​​June 9, 2026​
​Time:​​10:00 a.m.​
​Website Address:​​The meeting can be accessed by visiting https://event.accessnewswire.com/tela-2026, where you will be able to listen to the meeting live, submit questions and vote online. There will be no physical location for stockholders to attend.​
​Record Date:​​You can vote if you were a stockholder of record on April 24, 2026.​

Your vote matters. Whether or not you plan to virtually attend the Annual Meeting, please ensure that your shares are represented by voting, signing, dating and returning your proxy in the enclosed envelope, which requires no postage if mailed in the United States.

By Order of the Board of Directors,

/s/ Roberto Cuca

Roberto Cuca

Chief Operating Officer, Chief Financial Officer and Corporate Secretary

April 30, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON June 9, 2026. This Proxy Statement and the proxy card are being furnished to our stockholders on or about April 30, 2026. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available to holders of our common stock atwww.edocumentview.com/​TELA. If you would like to receive, without charge, a paper copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, including the financial statements, please send your request to Corporate Secretary, TELA Bio, Inc., 1 Great Valley Parkway, Suite 24, Malvern, PA 19355.

​SUMMARY INFORMATION​

This summary highlights information contained elsewhere in this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, or the 2025 Annual Report. This summary does not contain all of the information you should consider and we encourage you to read this Proxy Statement and the 2025 Annual Report carefully before voting.

2026 Annual Meeting of Stockholders

​​Time and Date​​Record Date​​Website Address​​
​​10:00 a.m., Eastern Time, on Tuesday, June 9, 2026​​April 24, 2026​​The meeting can be accessed by visiting https://event.accessnewswire.com/tela-2026, where you will be able to listen to the meeting live, submit questions and vote online. There will be no physical location for stockholders to attend.​​

Summary of Stockholder Voting Matters

​​Voting Matters​​For More Information​​Board of Directors Recommendation​​
​​PROPOSAL 1: Election of Class I Directors for a Three-Year Term Expiring in 2029 Joseph Capper William Plovanic Betty Jo Rocchio​​Page 36​​✓ FOR Each Nominee​​
​​PROPOSAL 2: Ratification of Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for 2026​​Page 37​​✓ FOR​​
​​PROPOSAL 3: Approval, on a non-binding advisory basis, of the compensation of our named executive officers​​Page 38​​✓ FOR​​
​​PROPOSAL 4: Approval of an amendment to the Amended and Restated 2019 Equity Incentive Plan to, among other things, increase the authorized shares issuable under the 2019 Plan by 3,500,000 shares​​Page 39​​✓ FOR​​
​​PROPOSAL 5: Approval of an adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve Proposal 4​​Page 46​​✓ FOR​​

Our Director Nominees

You are being asked to vote on the election of Joseph Capper, William Plovanic and Betty Jo Rocchio as Class I directors, each to serve for a three-year term expiring at our 2029 Annual Meeting of Stockholders. Doug Evans currently serves as a Class I director on our Board of Directors, or the Board, with a term expiring at the Annual Meeting. Mr. Evans’ service as a member of our Board will end effective as of the date of the Annual Meeting and he is not standing for re-election. The Board has nominated Joseph Capper for election as a Class I director at the Annual Meeting, to serve for a three-year term expiring at our 2029 Annual Meeting of Stockholders. The number of members of our Board is currently set at seven members and is divided into three classes, each of which has a three-year term. Class I consists of three directors and Class II and III each consist of two directors.

The term of office of our Class I directors expires at the Annual Meeting. We are nominating (i) William Plovanic and Betty Jo Rocchio for re-election at our Annual Meeting and (ii) Joseph Capper for election at our Annual Meeting, each to serve until the 2029 Annual Meeting of Stockholders or until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. Directors are elected by a plurality of the votes cast by our stockholders at the Annual Meeting. The three nominees receiving the most FOR votes (among votes properly cast online at the meeting or by proxy) will be elected. If no contrary indication is made, shares represented by executed proxies will be voted FOR the election of Joseph Capper, William Plovanic and Betty Jo Rocchio. Each nominee has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve.

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

​SUMMARY INFORMATION (continued)​
​ · ​ · Name · ​ · ​ · Age · ​ · ​ · Director Since · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Committee Memberships · ​ · ​
​ · Occupation · ​ · ​ · Independent · ​ · ​ · AC · ​ · ​ · CC · ​ · ​ · NCGC · ​ · ​
​​Joseph Capper​​​​64​​​​​—​​​CEO at Mimedx Group, Inc.​​No​​​​—​​​​​—​​​​​—​​​
​​William Plovanic​​​​57​​​​​2025​​​Managing Director, Healthcare Equity Research at Canaccord Genuity LLC​​Yes​​​​M​​​​​​​​​​​C​​​
​​Betty Jo Rocchio​​​​58​​​​​2025​​​Executive Vice President, Chief Executive Nurse at Advocate Health​​Yes​​​​​​​​​​M​​​​​M​​​
​AC = Audit Committee​​CC = Compensation Committee​​C = Chair​
​NCGC = Nominating and Corporate Governance Committee​​M = Member​

CORPORATE GOVERNANCE HIGHLIGHTS

The following table summarizes our current Board structure and key elements of our corporate governance framework, as of April 30, 2026:

​​Governance Item​​​​​
​​Size of Board (set by the Board)​​7​​
​​Number of Independent Directors​​6​​
​​Independent Chairman of the Board​​Yes​​
​​Board Self-Evaluation​​Annual​​
​​Review of Independence of Board​​Annual​​
​​Independent Directors Meet Without Management Present​​Yes​​
​​Voting Standard for Election of Directors in Uncontested Elections​​Plurality​​

RECENT CORPORATE HIGHLIGHTS

Recognized revenue of $20.9 million in the fourth quarter of 2025, the Company’s strongest quarter on record, and of $80.3 million for the full year 2025, representing an increase of 18% and increase of 16%, respectively, from the corresponding periods of 2024.

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Commenced full U.S. commercial launch of larger sized OviTex PRS for use in plastic and reconstructive surgery, which may reduce the need for multiple small pieces and have the potential to simplify more complex plastic and reconstructive procedures.

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Announced appointment of new Board members, Betty Jo Rocchio and William Plovanic.

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Announced the promotion and appointment of Howard Langstein, MD, FACS to Chief Medical Officer.

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Closed on a credit facility for up to $70.0 million from Perceptive Advisors, or Perceptive. The Perceptive credit facility consists of an initial loan of $60.0 million received at closing and an additional $10.0 million that can be drawn at the Company’s option by April 30, 2027 upon satisfaction of certain conditions, including, but not limited to, the achievement of net revenue thresholds.

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

​SUMMARY INFORMATION (continued)​

Closed an underwritten registered direct offering of 4,189,000 shares of its common stock at a price of $1.11 per share and, in lieu of common stock to investors who so choose, pre-funded warrants to purchase 7,523,000 shares of common stock at an offering price of $1.1099 per pre-funded warrant, which represents the per share offering price for the shares of common stock less the $0.0001 per share exercise price, resulting in net proceeds of approximately $11.6 million after deducting underwriting discounts, commissions and other offering expenses.

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

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