Kalaris Therapeutics, Inc.
For the period ended Jun 3, 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 3, 2026 · Filed Apr 24, 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 |
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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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Kalaris Therapeutics, 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 |
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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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KALARIS THERAPEUTICS, INC.
400 Connell Drive, Suite 5500
Berkeley Heights, New Jersey 07922
(650)249-2727
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Wednesday, June 3, 2026
Dear Stockholder:
You are cordially invited to the 2026 Annual Meeting of Stockholders, or the 2026 Annual Meeting, of Kalaris Therapeutics, Inc. The 2026 Annual Meeting will be held exclusively via the Internet in a virtual meeting format at www.proxydocs.com/KLRS on Wednesday, June 3, 2026 at 11:30 a.m., Eastern Time. At the meeting, the stockholders will consider and vote on the following matters:
| 1. | The election of three Class III directors, Napoleone Ferrara, M.D., David Hallal and Leone Patterson, each to serve for a three-year term expiring at the 2029 annual meeting of stockholders and until his or her respective successor has been duly elected and qualified; |
| 2. | The approval of an advisory vote on executive compensation; |
| 3. | The holding of an advisory vote on the frequency of future executive compensation advisory votes; |
| 4. | The ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and |
| 5. | The transaction of any other business that may properly come before the 2026 Annual Meeting or any adjournment or postponement thereof. |
You may attend the 2026 Annual Meeting online atwww.proxydocs.com/KLRS, where you will be able to vote your shares electronically during the meeting and submit questions during the meeting. Stockholders will not be able to attend the 2026 Annual Meeting in person and will be able to attend the meeting only via the webcast. In order to attend the 2026 Annual Meeting online, you must register in advance atwww.proxydocs.com/KLRS prior to the commencement of the 2026 Annual Meeting. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the 2026 Annual Meeting and to vote and submit questions during the 2026 Annual Meeting. Please follow the instructions found on your Notice Regarding the Availability of Proxy Materials, proxy card and/or voting instruction card and other subsequent instructions that will be delivered to you via email.
Stockholders of record at the close of business on April 6, 2026 will be entitled to notice of and to vote at the 2026 Annual Meeting or any adjournment or postponement thereof.
A list of registered stockholders as of the close of business on the record date will be available for examination by any stockholder for any purpose germane to the 2026 Annual Meeting during normal business hours at our principal executive offices at 400 Connell Drive, Suite 5500, Berkeley Heights, New Jersey 07922 during the 10-day period ending on the day before the 2026 Annual Meeting. 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 stockholders’ receipt of proxy materials, lowers costs and reduces the environmental impact of our annual meeting. We are making this proxy statement, the related proxy card and our annual report to stockholders for the fiscal year ended December 31, 2025 available to stockholders for the first time on or about April 24, 2026.
We encourage all stockholders to attend the 2026 Annual Meeting online. However, whether or not you plan to attend the 2026 Annual Meeting, we encourage you to read the proxy statement and submit your proxy or voting instructions as soon as possible. Please review the instructions on each of your voting options described in the proxy statement.
By the Order of the Board of Directors,
Andrew Oxtoby
President and Chief Executive Officer
Berkeley Heights, New Jersey
April 24, 2026
Important Notice Regarding Internet Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to be Held on June 3, 2026: The proxy materials and our 2025 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available atwww.proxydocs.com/KLRS. These documents are also available to any stockholder who wishes to receive a paper copy by visitingwww.proxydocs.com/KLRS, calling 1-866-648-8133 or emailing paper@investorelections.com. Any requests for a paper copy of these documents should be received by May 22, 2026, in order to ensure timely delivery.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.