Jade Biosciences, Inc.

For the period ended Jun 9, 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 9, 2026 · Filed Apr 28, 2026

JBIO$15.07+6.9%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURS

NT 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 under §240.14a-12

Jade Biosciences, 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

To Our Stockholders

April 28, 2026 You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Jade Biosciences, Inc. at 9:00 a.m. Pacific Time / 12:00 p.m. Eastern Time on Tuesday, June 9, 2026. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. The Notice of Annual Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Please see the section called “How Do I Attend the Virtual Annual Meeting?” on page 55 of the proxy statement for more information about how to attend the meeting online. Whether or not you attend the Annual Meeting online, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have previously received our Notice of Internet Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. If you have received a proxy card, then instructions regarding how you can vote are contained on the proxy card. If you decide to attend the Annual Meeting, you will be able to vote online, even if you have previously submitted your proxy.

Sincerely, Tom Frohlich Chief Executive Officer, President and Director

Notice of Annual Meeting and Proxy Statement

Meeting Date:	Tuesday, June 9, 2026
Meeting Place:	www.proxydocs.com/JBIO
Meeting Time:	9:00 a.m. Pacific / 12:00 p.m. Eastern
Record Date:	April 17, 2026

Voting Methods

Via the Internet During the Meeting at: www.proxydocs.com/JBIO	Via the Internet Before the Meeting at:www.proxypush.com/JBIO	Call Toll-Free:(866) 616-1044	Mail Signed Proxy CardUsing the Provided Postage-Paid Envelope

Attending the Meeting

To attend the Annual Meeting, access the website www.proxydocs.com/JBIO and enter the control number from your proxy card, Notice of Internet Availability of Proxy Materials or voting instruction form.

In this proxy statement, “Jade”, “Company”, “we”, “us”, and “our” refer to Jade Biosciences, Inc.

Meeting Agenda

At the Annual Meeting, our stockholders will be asked:

1.	To elect Christopher Cain, Ph.D. and Tom Frohlich as Class II Directors to serve until the 2029 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified;

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

3.	To approve an amendment to our Articles of Incorporation to waive jury trials in certain circumstances; and

4.	To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment thereof.

Our board of directors has fixed the close of business on April 17, 2026 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. For our Annual Meeting, we have elected to use the internet as our primary means of providing our proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send to these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our proxy statement and annual report, the matters to be acted upon at the meeting, our board of directors’ recommendation with regard to each matter, and how to vote your shares via the internet or by telephone. We expect to begin mailing the Notice of Internet Availability of Proxy Materials on or about April 28, 2026 to all stockholders of record entitled to vote at the Annual Meeting. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials free of charge. The electronic delivery of our proxy materials will significantly reduce our printing and mailing costs and the environmental impact of the circulation of our proxy materials.

Your vote is important. Please vote your shares whether or not you plan to attend the virtual Annual Meeting. You may vote via the internet or by telephone as instructed in these materials, or sign and return your proxy card prior to the meeting, to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote electronically during the meeting.

By Order of the Board of Directors,

Elizabeth Balta

Chief Legal Officer and Corporate Secretary

April 28, 2026

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.