BridgeBio Oncology Therapeutics, Inc.
For the period ended Jun 16, 2026. Filed Apr 28, 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 16, 2026 · Filed Apr 28, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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:
| ☐ | 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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(Exact 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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NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
To be held June 16, 2026
Dear Stockholders:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”), of BridgeBio Oncology Therapeutics, Inc., a Delaware corporation (the “Company” or “BBOT”), to be held on Tuesday, June 16, 2026, at 1:00 p.m. Pacific Daylight Time, virtually via live webcast at www.virtualshareholdermeeting.com/BBOT2026, where you will be able to vote electronically and submit questions, as described below. We encourage you to access the Annual Meeting before it begins. The purpose of the Annual Meeting is the following:
| 1. | to elect two Class I directors to our board of directors, to serve until the 2029 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal; |
| 2. | to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and |
| 3. | to transact any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting. |
With respect to the election of the Class I directors, Michelle Doig will not stand forre-election to the board of directors at the Annual Meeting. Ms. Doig has served on our board of directors since 2024, and the board of directors thanks her for her service.
The proposal for the election of directors relates solely to the election of Class I directors nominated by the board of directors and does not include any other matters relating to the election of directors, including, without limitation, the election of directors nominated by any stockholder of the Company.
Only BBOT stockholders of record at the close of business on April 20, 2026 will be entitled to vote during the Annual Meeting and any adjournment or postponement thereof. In order to attend the Annual Meeting, you must register in advance at www.virtualshareholdermeeting.com/BBOT2026, prior to the commencement of the Annual Meeting. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and will permit you to submit questions. You will not be able to attend the Annual Meeting in person.
We are pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”), instead of a paper copy of our proxy materials and our Annual Report to Stockholders for the fiscal year ended December 31, 2025 (the “2025 Annual Report”). The Notice contains instructions on how to access those documents and to cast your vote via the Internet. The Notice also contains instructions on how to request a paper copy of our proxy materials and our 2025 Annual Report, which are available to you free of charge. This “Notice and Access” internet process that we have elected to follow allows us to provide our stockholders with necessary information on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials. The Annual Meeting items of business noted above are more fully described in the proxy materials we are furnishing over the Internet.
Your vote is important. Whether or not you are able to attend the virtual Annual Meeting, it is important that your shares be represented. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the virtual Annual Meeting. You may vote by submitting your proxy via the Internet, by telephone, or by mail (if you received paper copies of the proxy materials) by following the instructions on the proxy card or voting instruction card. Voting over the Internet or by telephone, written proxy or voting instruction card will ensure your representation at the virtual Annual Meeting regardless of whether you attend.
On behalf of our Board of Directors and all our employees, thank you for your continued support and investment in the Company.
By order of the Board of Directors,
/s/ Pedro J. Beltran
Pedro J. Beltran, Ph.D.
Chief Executive Officer
South San Francisco, CA
April 28, 2026
Table of Contents
| Page | |
|---|---|
| GENERAL INFORMATION | 1 |
| PROPOSAL NO. 1 - ELECTION OF CLASS I DIRECTORS | 8 |
| PROPOSAL NO. 2 - RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026 | 14 |
| CORPORATE GOVERNANCE | 16 |
| DIRECTOR COMPENSATION | 24 |
| EXECUTIVE COMPENSATION | 28 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 37 |
| PRINCIPAL STOCKHOLDERS | 42 |
| REPORT OF THE AUDIT COMMITTEE | 46 |
| HOUSEHOLDING | 47 |
| STOCKHOLDER PROPOSALS | 48 |
| OTHER MATTERS | 49 |
PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
To be held on Tuesday, June 16, 2026
This proxy statement contains information about the 2026 Annual Meeting of Stockholders (the “Annual Meeting”), of BridgeBio Oncology Therapeutics, Inc., a Delaware corporation (the “Company” or “BBOT”), which will be held virtually on Tuesday, June 16, 2026 at 1:00 p.m. Pacific Daylight Time. The Annual Meeting will be a virtual stockholders meeting held at www.virtualshareholdermeeting.com/BBOT2026. The board of directors of the Company is using this proxy statement to solicit proxies for use at the Annual Meeting. In this proxy statement, the terms “BBOT,” “Company,” “we,” “us,” and “our” refer to BridgeBio Oncology Therapeutics, Inc. The mailing address of our principal executive offices is 256 E. Grand Avenue, Suite 104, South San Francisco, CA 94080.
All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the proxies will be voted in accordance with the recommendation of our board of directors with respect to each of the matters set forth in the accompanying Notice of the Annual Meeting. You may revoke your proxy at any time before it is exercised at the meeting by (1) following the instructions on the Notice and entering a new vote by mail that we receive before the start of the Annual Meeting or over the Internet by the cutoff time of 8:59 p.m. Pacific Daylight Time on June 15, 2026, (2) attending and voting at the virtual Annual Meeting (although attendance at the virtual Annual Meeting will not in and of itself revoke a proxy), or (3) filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with our Corporate Secretary. Any written notice of revocation or subsequent proxy card must be received by our proxy tabulator prior to the taking of the vote at the Annual Meeting. Any such written notice of revocation or subsequent proxy card should be delivered by mail, for delivery prior to the above-referenced cutoff time, to BridgeBio Oncology Therapeutics, Inc., Attn: Corporate Secretary, 256 E. Grand Avenue, Suite 104, South San Francisco, CA 94080.
We made this proxy statement and our Annual Report to Stockholders for the fiscal year ended December 31, 2025 (the “2025 Annual Report”), available to stockholders on or about April 28, 2026.
We are an “emerging growth company” under applicable federal securities laws and therefore permitted to conform with certain reduced public company reporting requirements. As an emerging growth company, we provide in this proxy statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), including the compensation disclosures required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our NEOs or the frequency with which such votes must be conducted. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have more than $1.235 billion in annual revenue; (ii) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held bynon-affiliates; (iii) the date on which we have issued, in any three-year period, more than $1.0 billion innon-convertible debt securities; and (iv) December 31, 2029 (the last day of the fiscal year ending after the fifth anniversary of the initial public offering of our predecessor, Helix Acquisition Corp. II (“Helix”) in February 2024). Even after we are no longer an “emerging growth company,” we may remain a “smaller reporting company.”
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Stockholders to Be Held on Tuesday, June 16, 2026:
This proxy statement and our 2025 Annual Report are
available for viewing, printing and downloading at www.virtualshareholdermeeting.com/BBOT2026.
A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “SEC”), except for exhibits, will be furnished without charge to any stockholder upon written request to BridgeBio Oncology Therapeutics, Inc., 256 E. Grand Avenue, Suite 104, South San Francisco, CA 94080, Attention: Corporate Secretary. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are also available on the SEC’s website at www.sec.gov, or on our website athttps://investors.bbotx.com/financial-information/sec-filings.
PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.