Sana Biotechnology, Inc.

Basic and diluted net loss per common share are calculated by dividing net loss by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. The Company was in a loss position for all periods presented, and basic net loss per share and diluted net loss per share are therefore the same for all periods, as the inclusion of all potential common securities outstanding would have been anti-dilutive.

The following securities were excluded from the computation of net loss per diluted share of common stock for periods presented as their effect would have been anti-dilutive:

15. Employee benefit plan

In January 2019, the Company adopted a 401(k) retirement and savings plan (the 401(k) Plan) covering all employees. The 401(k) Plan allows employees to make pre- and post-tax contributions up to the maximum allowable amount set by the IRS. The Company matches each participant’s 401(k) contributions in cash, up to $4,500 per year per participant, effective as of January 1, 2026.

16. Subsequent event

In April 2026, the Company entered intoa stock purchase agreement with Mayo Clinic, pursuant to which the Company agreed to sell to Mayo Clinic, and Mayo Clinic agreed to purchase from the Company, (i)7,507,507 shares (the Initial Shares) of the Company’s common stock at a price of $3.33 per share, for gross proceeds of approximately $25.0 million, and (ii) if elected by Mayo Clinic on or prior to August 31, 2026 (the Election), an additional 7,507,507 shares of common stock (the Additional Shares) at a price of $3.33 per share, for additional gross proceeds of approximately $25.0 million. The closing of the purchase and sale of the Initial Shares occurred on April 15, 2026. If the Election is made, the closing of the purchase and sale of the Additional Shares is expected to occur between the tenth and twentieth business days following Mayo Clinic’s delivery of the Election to the Company, subject to customary closing conditions.