Lyell Immunopharma, Inc.

For the period ended Jun 10, 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 10, 2026 · Filed Apr 24, 2026

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LYEL$14.86-0.9%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

(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 Pursuant to § 240.14a-12

LYELL IMMUNOPHARMA, INC.

(Name of Registrant as Specified In Its Charter)

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

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

☒	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

LYELL IMMUNOPHARMA, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 10, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Lyell Immunopharma, Inc., a Delaware corporation (the “Company”). The Annual Meeting will be held on Wednesday, June 10, 2026 at 8:00 a.m. Pacific Time. To facilitate stockholder participation in the Annual Meeting, the Annual Meeting this year will be held virtually through a live webcast atwww.virtualshareholdermeeting.com/LYEL2026. You will not be able to attend the Annual Meeting in person. The Annual Meeting will be held for the following purposes:

To elect the three (3) Class II director nominees named in the accompanying proxy statement (the “Proxy Statement”), to serve terms of three years through the third annual meeting of stockholders following the Annual Meeting and until, in each case, a successor has been elected and qualified, or until such director’s earlier death, resignation or removal;

2.	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

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

4.	To conduct any other business properly brought before the Annual Meeting.

These items of business are more fully described in the Proxy Statement accompanying this notice.

On or about April 24, 2026, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the Proxy Statement and annual report. The Notice provides instructions on how to vote through the internet or by telephone and how to receive a paper copy of our proxy materials.

You will be able to attend the Annual Meeting, submit questions and vote at the live webcast by visitingwww.virtualshareholdermeeting.com/LYEL2026 and entering your 16-digit Control Number included in your Notice, proxy card, voting instruction form or in the instructions that you received via email. Please refer to the additional logistical details and recommendations in the Proxy Statement. You may log-in beginning at 7:45 a.m. Pacific Time on Wednesday, June 10, 2026.

The record date for the Annual Meeting is April 14, 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

Mark Meltz

General Counsel

South San Francisco, California

April 24, 2026

You are cordially invited to attend the Annual Meeting online. Whether or not you expect to attend the meeting, please vote by proxy pursuant to the instructions set forth herein, as promptly as possible to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote your shares through the internet at the Annual Meeting by clicking on the “Cast Your Vote” link in the meeting center.

LYELL IMMUNOPHARMA, INC.

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

June 10, 2026

MEETING AGENDA

Proposals	Page	Voting Standard for Approval	Board Recommendation
Election of Directors	7	Plurality of the votes of the shares present by remote communication or represented by proxy at the Annual Meeting and entitled to vote in the election of directors. Only votes “For” will affect the outcome of the vote; “Withhold” votes will have no effect on the outcome of the vote; and under plurality voting, there are no abstentions.	“For” the named director nominees
Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026	22	Majority of the voting power of the shares present by remote communication or represented by proxy at the Annual Meeting and voting affirmatively or negatively (excluding abstentions and broker non-votes) on this matter.	“For”
Advisory vote to approve the compensation of the Company’s named executive officers	23	Majority of the voting power of the shares present by remote communication or represented by proxy at the Annual Meeting and voting affirmatively or negatively (excluding abstentions and broker non-votes) on this matter.	“For”

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