Beta Bionics, Inc.

For the period ended May 21, 2026. Filed Apr 10, 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.

May 21, 2026 · Filed Apr 10, 2026

Use the contents to explore the available documents and sections.

BBNX$15.70+1.4%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 21, 2026

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TABLE OF CONTENTS

	Page
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING	1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	7
PROPOSAL 1: ELECTION OF DIRECTORS	8
Nominees for Election to the Board of Directors	8
Our Board of Directors	8
Class I Director Nominees for Election at the Annual Meeting	8
Class II Directors Continuing in Office Until Our 2027 Annual Meeting	9
Class III Directors Continuing in Office Until Our 2028 Annual Meeting	9
The Board of Directors and Certain Governance Matters	10
Director Nomination Process and Qualifications	10
Nominations by Stockholders	10
Director Independence and Independence Determinations	11
Board Leadership Structure	11
Board’s Role in Risk Oversight	12
Board and Committee Meetings and Attendance	12
Board Committees	12
AUDIT COMMITTEE	13
COMPENSATION COMMITTEE	14
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE	16
Executive Sessions	16
Board’s Oversight of Strategy	16
Cybersecurity and Data Privacy Oversight	17
Stockholder Engagement Program	17
Communications with the Board	17
Code of Business Conduct and Ethics	18
Insider Trading Policy	18
Hedging and Pledging Policy	18
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	19
Principal Accountant Fees and Services	19
Pre-Approval Policies and Procedures	19
Audit Committee Report	20
DELINQUENT SECTION 16(a) REPORTS	21
EXECUTIVE OFFICERS	22
EXECUTIVE AND DIRECTOR COMPENSATION	23
Summary Compensation Table	23
Narrative to Summary Compensation Table	24
Annual Base Salary	24
Annual Performance Bonus Opportunity	24

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Table of Contents

(continued)

Page

Equity-Based Incentive Awards	24
Outstanding Equity Awards at Fiscal Year End	25
Employment Arrangements with Our Named Executive Officers	26
Potential Payments Upon Termination or Change in Control	26
Saint and Feider Employment Agreements	27
Equity Awards	27
Other Compensation and Benefits	28
Incentive Compensation Recoupment Policy	28
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information	28
Non-Employee Director Compensation	29
Non-Employee Director Compensation Policy	30
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	31
Equity Compensation Plan Information	33
2025 Equity Incentive Plan	33
2025 Employee Stock Purchase Plan	37
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	39
Policies and Procedures for Related Person Transactions	39
Certain Related Person Transactions	39
Convertible Preferred Stock Financings	39
Series E Preferred Stock Financing	39
Concurrent Private Placement	40
Investor Agreements	40
Our Relationship with Boston University	40
Device License Agreement	40
Control Algorithm Agreement	41
Indemnification Agreement	41
OTHER INFORMATION FOR STOCKHOLDERS	42
Stockholder Proposals for the 2027 Annual Meeting of Stockholders	42
Householding of Proxy Materials	42
Additional Filings	43
OTHER MATTERS	43

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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.