Humacyte, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

(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 the appropriate box):

Durham, NC 27713

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Humacyte, Inc., a Delaware corporation (the “Company”). The Annual Meeting will be held on June 9, 2026, at 8:00 a.m. Eastern Time virtually at www.virtualshareholdermeeting.com/HUMA2026 for the following purposes:

To elect John P. Bamforth, Keith Anthony Jones and Kathleen Sebelius to serve as Class II directors until the 2029 annual meeting of stockholders;

To approve, on an advisory basis, the compensation paid to the Company’s named executive officers;

To approve, on an advisory basis, the frequency of future advisory votes to approve the compensation paid to the Company’s named executive officers;

To ratify the selection of PricewaterhouseCoopers LLP by the Board of Directors as the independent registered public accounting firm of the Company for the year ending December 31, 2026;

To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the total number of authorized shares of common stock from 350,000,000 to 550,000,000 shares; and

To transact any other business properly brought before the Annual Meeting or any adjournments or postponements thereof.

Only stockholders of record at the close of business on April 23, 2026 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. A complete list of such stockholders will be available for inspection at the Company’s offices in Durham, North Carolina during normal business hours for a period of ten days prior to the Annual Meeting.

To provide convenient access and promote attendance and participation, we will hold the Annual Meeting virtually. Stockholders may attend the Annual Meeting by logging in at www.virtualshareholdermeeting.com/HUMA2026. Stockholders will not be able to attend the Annual Meeting in person; however, stockholders will be able to participate, vote electronically and submit questions during the live webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/HUMA2026 and entering the 16 digit control number found on their proxy card. Please see page 2 of the Company’s proxy statement for additional information regarding participation in the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please submit your proxy over the internet or by telephone, or by completing, signing, dating and returning your proxy card or voting instruction form by mail so that your shares will be represented at the Annual Meeting. Instructions for voting are described in the Company’s proxy statement for the Annual Meeting and proxy card.

We are pleased to utilize the Securities and Exchange Commission’s rules that allow us to furnish these proxy materials and our Annual Report on Form 10-K in digital form online. Stockholders of record will be mailed a Notice of Internet Availability of Proxy Materials, which provides instructions on how to access the proxy materials and our Annual Report on Form 10-K and, if they prefer, how to request paper copies of these materials. We believe providing these materials online enables us to reduce the environmental impact of our Annual Meeting and lower our printing and delivery costs while providing stockholders with the information they need quickly and efficiently.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 9, 2026:

The Company’s Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at www.proxyvote.com.

By Order of the Board of Directors,

Laura E. Niklason

President, Chief Executive Officer and Director

Durham, North Carolina