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CRISPR Therapeutics AG

For the period ended Jun 4, 2026. Filed Apr 21, 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 4, 2026 · Filed Apr 21, 2026

CRSP$50.07+3.1%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

(Amendment No. )

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☒Definitive Proxy Statement
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Baarerstrasse 14

6300 Zug

Switzerland

+41 (0) 41 561 32 77

NOTICE OF INVITATION TO 2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held On June 4, 2026

Important Notice: Please also read the accompanying proxy statement, which forms an integral part of this notice. The proxy statement contains in particular: the statement of reasons for the below proposals of the Company’s board of directors (pages 46-60), details regarding admission to the meeting and persons eligible to vote (page 2), the voting procedure (pages 2-4) and details regarding the independent voting representative (page 4).

Dear Shareholders:

You are cordially invited to the 2026 annual general meeting of shareholders, or the 2026 Annual General Meeting, of CRISPR Therapeutics AG, or the Company, to be held on June 4, 2026 at 8:00 a.m. Central European Summer Time (2:00 a.m. Eastern Daylight Time) as a physical meeting at the offices of Walder Wyss Ltd., Seefeldstrasse 123, 8008 Zurich, Switzerland. At the 2026 Annual General Meeting, the Company’s board of directors, or the Board of Directors, will propose to the Company’s shareholders to consider and vote on the below matters. The Company’s common shares are listed only on The Nasdaq Global Market and are traded under the symbol “CRSP”.

Approval of the Swiss Management Report, the Consolidated Financial Statements and the Statutory Financial Statements of the Company for the year ended December 31, 2025.

The Board of Directors proposes to the shareholders to approve the Swiss management report, the consolidated financial statements and the statutory financial statements of the Company for the year ended December 31, 2025 and to take note of the reports of the auditors. Copies of these documents are available on the Internet atir.crisprtx.com/swiss-statutory-financial-statements-and-audit-reportsand available for download atwww.proxydocs.com/CRSP.

Approval of the Appropriation of Financial Results.

The Board of Directors proposes to the shareholders to carry forward the net loss resulting from the appropriation of financial results as follows:

Proposed Appropriation of Net Loss: in Swiss Francs (“CHF”)
Balance brought forward from previous yearsCHF(1,385,677,360)
Net loss for the period (on a stand-alone unconsolidated basis):CHF(508,714,076)
Total accumulated net loss:CHF(1,894,391,436)
Resolution proposed by the Board of Directors:
- RESOLVED, that the net loss for the period of CHF508,714,076 shall be carried forward.

Discharge of the Members of the Board of Directors and the Executive Committee.

The Board of Directors proposes to the shareholders that the members of the Board of Directors and the executive committee of the Company, or the Executive Committee, be discharged from personal liability for the business year ended December 31, 2025.

Re-election of the Members to the Board of Directors and the Chairman.

The Board of Directors proposes to the shareholders that Samarth Kulkarni, Ph.D., be re-elected as member of the Board of Directors and as Chairman of the Board of Directors and that each of Ali Behbahani, M.D.; Maria Fardis, Ph.D.; H. Edward Fleming, Jr., M.D.; Simeon J. George, M.D.; John T. Greene; Katherine A. High, M.D.; Sandesh Mahatme, LL.M.; Briggs W. Morrison, M.D.; Christian Rommel, Ph.D. and Douglas A. Treco, Ph.D., be re-elected as directors, each for a term extending until completion of the 2027 annual general meeting of shareholders. Information on the professional backgrounds and qualifications of each director nominee, as well as information on committee memberships, can be found under “Board of Directors and Corporate Governance—Election of Directors” on pages 6-9 in the accompanying proxy statement and is available atwww.proxydocs.com/CRSP.

4.a Re-election of Samarth Kulkarni, Ph.D., as member and Chairman

4.b Re-election of Ali Behbahani, M.D.

4.c Re-election of Maria Fardis, Ph.D.

4.d Re-election of H. Edward Fleming, Jr., M.D.

4.e Re-election of Simeon J. George, M.D.

4.f Re-election of John T. Greene

4.g Re-election of Katherine A. High, M.D.

4.h Re-election of Sandesh Mahatme, LL.M.

4.i Re-election of Briggs W. Morrison, M.D.

4.j Re-election of Christian Rommel, Ph.D.

4.k Re-election of Douglas A. Treco, Ph.D.

Re-election of the Members of the Compensation Committee.

The Board of Directors proposes to the shareholders to re-elect each of Ali Behbahani, M.D., H. Edward Fleming, Jr., M.D., John T. Greene and Briggs W. Morrison, M.D. (subject to approval of Proposal 4 hereto) as members of the Compensation Committee of the Board of Directors, each for a term extending until completion of the 2027 annual general meeting of shareholders. Information on the professional backgrounds and qualifications of each director nominee can be found under “Board of Directors and Corporate Governance—Election of Directors” on pages 6-9 in the accompanying proxy statement and are available atwww.proxydocs.com/CRSP.

5.a Re-election of Ali Behbahani, M.D.

5.b Re-election of H. Edward Fleming, Jr., M.D.

5.c Re-election of John T. Greene

5.d Re-election of Briggs W. Morrison, M.D.

Approval of the Compensation for the Board of Directors and the Executive Committee and Non-Binding Advisory Vote on the 2025 Compensation Report.

The Board of Directors proposes to the shareholders to hold the following separate votes on the non-performance-related compensation and the variable compensation of the Board of Directors and the Executive Committee:

6.a Binding vote on maximum non-performance-related compensation for members of the Board of Directors from the 2026 Annual General Meeting to the 2027 annual general meeting of shareholders.

The Board of Directors proposes to the shareholders to approve the maximum amount of non-performance-related compensation for the members of the Board of Directors covering the period from the 2026 Annual General Meeting to the 2027 annual general meeting of shareholders, i.e., USD $670,000 (cash based compensation).

6.b Binding vote on maximum equity for members of the Board of Directors from the 2026 Annual General Meeting to the 2027 annual general meeting of shareholders.

The Board of Directors proposes to the shareholders to approve the maximum grant of equity or equity linked instruments for the members of the Board of Directors covering the period from the 2026 Annual General Meeting to the 2027 annual general meeting of shareholders with maximum value of USD $12,389,198 (equity grant date value).

6.c Binding vote on maximum non-performance-related compensation for members of the Executive Committee from July 1, 2026 to June 30, 2027.

The Board of Directors proposes to the shareholders to approve the maximum amount of non-performance-related cash compensation for the members of the Executive Committee covering the period from July 1, 2026 to June 30, 2027, i.e., USD $3,700,579 (cash based compensation plus social security costs).

6.d Binding vote on maximum variable compensation for members of the Executive Committee for the current year ending December 31, 2026.

The Board of Directors proposes to the shareholders to approve the maximum amount of variable compensation for the members of the Executive Committee for the current year ending December 31, 2026, i.e., USD $3,195,625 (cash based compensation plus social security costs).

6.e Binding vote on maximum equity for members of the Executive Committee from the 2026 Annual General Meeting to the 2027 annual general meeting of shareholders.

The Board of Directors proposes to the shareholders to approve the maximum grant of equity or equity linked instruments for the members of the Executive Committee covering the period from the 2026 Annual General Meeting of shareholders to the 2027 annual general meeting of shareholders with maximum value of USD $58,618,973 (equity grant date value).

6.f. Non-binding advisory vote on the 2025 Compensation Report.

The Board of Directors proposes to the shareholders the endorsement (a non-binding advisory vote) of the 2025 Compensation Report. The 2025 Compensation Report is available on the Internet atir.crisprtx.com/swiss-statutory-financial-statements-and-audit-reports and available for download atwww.proxydocs.com/CRSP.

Non-Binding Advisory Vote on the Compensation Paid to the Company’s Named Executive Officers under U.S. Securities Law Requirements.

The Board of Directors proposes to the shareholders to approve an advisory resolution approving the compensation of the Company’s named executive officers, as disclosed in the accompanying proxy statement for the 2026 Annual General Meeting pursuant to the executive compensation disclosure rules promulgated by the Securities and Exchange Commission.

Approval of an Increase to the Company’s Capital Band.

The Board of Directors proposes to increase the Company’s capital band in art. 3a of the articles of association of the Company, or the Articles of Association, to the upper limit of CHF 3,521,838.51 and to amend art. 3a para. 1 of the Articles of Association as follows (changes inbold (new wording) orstrikethrough (no longer applicable wording)):

Art. 3a Capital BandThe Board of Directors is authorized to conduct one or more increases of the share capital at any time until June 8, 2028, or the expiry of the capital band if earlier, up to an upper limit of CHF 3,197,637.93 3,521,838.51 by issuing a corresponding number of registered shares with a nominal value of CHF 0.03 each to be fully paid in. An increase of the share capital by means of an offering underwritten by a financial institution, a syndicate or another third party or third parties, followed by an offer to the then-existing shareholders of the Company shall also be permissible.Art. 3a KapitalbandDer Verwaltungsrat ist ermächtigt, das Aktienkapital jederzeit bis zum 8. Juni 2028 oder dem früheren Dahinfallen des Kapitalbands einmal oder mehrmals bis zur Obergrenze von CHF 3'197'637.93 3'521'838.51 durch Ausgabe einer entsprechenden Anzahl vollständig zu liberierenden Namenaktien mit einem Nennwert von je CHF 0.03 zu erhöhen. Eine Erhöhung des Aktienkapitals durch die Zeichnung von Aktien aufgrund eines von einem Finanzinstitut, eines Verbandes, einer anderen Drittpartei oder Drittparteien unter-zeichneten Angebots, gefolgt von einem Angebot gegenüber den zu diesem Zeitpunkt bestehenden Aktionären der Gesellschaft ist zulässig.

Approval of an Increase to the Conditional Share Capital for the Conversion of Bonds and Similar Debt Instruments.

The Board of Directors proposes to increase the conditional share capital for the conversion of bonds and similar debt instruments from 8,202,832 shares to 9,366,947 shares and amend art. 3b para. 1 of the Articles of Association to reflect the foregoing as follows (changes inbold (new wording) orstrikethrough (no longer applicable wording)):

Art. 3b Conditional Capital Increase for Bonds and Similar Debt InstrumentsThe share capital of the Company shall be increased by a maximum amount of CHF 246,084.96 281,008.41 through the issue of a maximum of 8,202,832 9,366,947 registered shares, payable in full, each with a nominal value of CHF 0.03 through the exercise of conversion and/or option rights granted in connection with bonds or similar instruments, issued or to be issued by the Company or by subsidiaries of the Company, including convertible debt instruments.Art. 3b Bedingtes Kapital für Anleihensobligationen oder ähnliche InstrumenteDas Aktienkapital der Gesellschaft wird im Maximalbetrag von CHF 246'084.96 281'008.41 durch Ausgabe von höchstens 8'202'832 9'366'947 vollständig zu liberierenden Namenaktien mit einem Nennwert von CHF 0.03 je Aktie erhöht durch die Ausübung von Wandlungs- und/oder Optionsrechte, welche im Zusammenhang mit von der Gesellschaft oder ihren Tochtergesellschaften emittierten oder noch zu

emittierenden Anleihensobligationen oder ähnlichen Instrumenten eingeräumt wurden oder werden, einschliesslich Wandelanleihen.

Approval of the CRISPR Therapeutics AG 2026 Stock Option and Incentive Plan.

The Board of Directors proposes to approve the CRISPR Therapeutics AG 2026 Stock Option and Incentive Plan, or the 2026 Plan, and provide for a total number of common shares which may be issued pursuant to the 2026 Plan equal to the remaining number of common shares available for issuance under the CRISPR Therapeutics AG 2018 Stock Option and Incentive Plan, as amended, or 2018 Plan, as of immediately prior to the effective date of the 2026 Plan, plus any common shares underlying any awards that are forfeited, canceled, or are otherwise terminated (other than by exercise) under the 2026 Plan, 2018 Plan, and the CRISPR Therapeutics AG Amended and Restated 2016 Stock Option and Incentive Plan, or the 2016 Plan.

Re-election of the Independent Voting Rights Representative.

The Board of Directors proposes to the shareholders the re-election of lic. iur. Marius Meier, Attorney at Law, c/o Bratschi AG, Lange Gasse 15, P.O. Box, CH-4052 Basel, Switzerland, as the independent voting rights representative until the closing of the 2027 annual general meeting of shareholders.

Re-election of the Auditors.

The Board of Directors proposes to the shareholders to re-elect Ernst & Young AG, Basel, as the Company’s statutory auditor for the term of office of one year and the re-election of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

Transact any Other Business that may Properly Come Before the 2026 Annual General Meeting or any Adjournment or Postponement thereof.

The Board of Directors proposes to the shareholders for any other business that may properly come before the 2026 Annual General Meeting or any adjournment or postponement thereof, to follow the respective proposal of the Board of Directors as proposed at the 2026 Annual General Meeting.

The foregoing items of business are more fully described in the accompanying proxy statement, which forms a part of this notice and is incorporated herein by reference. Shareholders of record at the close of business on April 20, 2026 will be entitled to notice of and to vote at the 2026 Annual General Meeting or any adjournment or postponement thereof.

We have elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. We believe that providing our proxy materials over the Internet expedites shareholders’ receipt of proxy materials, lowers costs and reduces the environmental impact of our annual general meeting.

Thank you for your ongoing support and continued interest in CRISPR Therapeutics AG.

By Order of the Board of Directors,

Samarth Kulkarni, Ph.D.Chairman of the Board of Directors and Chief Executive Officer

Zug, Switzerland

April 21, 2026

Important Notice Regarding Internet Availability of Proxy Materials: This proxy statement and our 2025 annual report to shareholders, or the 2025 Annual Report, which includes our Annual Report on Form 10-K for the year ended December 31, 2025, are available atwww.proxydocs.com/CRSP. These documents are also available to any shareholder who wishes to receive a paper copy by calling (800) 579-1639, by emailing sendmaterial@ProxyVote.com or by submitting a request over the Internet atwww.ProxyVote.com.

TABLEOF CONTENTS

INFORMATION CONCERNING SOLICITATION AND VOTING1
IMPORTANT INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING2
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE6
Election of Directors6
Corporate Governance Matters9
Code of Business Conduct and Ethics9
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.