Cartesian Therapeutics, Inc.
For the period ended Dec 31, 2025. Filed Apr 28, 2026.
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Dec 31, 2025 · 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 þ | Filed by a Party other than the Registrant ☐ |
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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)) |
| þ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| ☐ | Fee previously paid 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:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Cartesian Therapeutics, Inc. (the “Company”) to be held on Friday, June 12, 2026 at 10:00 a.m., Eastern Time. We are very pleased that our Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visitingwww.virtualshareholdermeeting.com/RNAC2026. You will also be able to vote your shares electronically at the Annual Meeting.
The Notice of Annual Meeting of Stockholders and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Details regarding how to attend the meeting online and the business to be conducted at the Annual Meeting are more fully described in the Notice of Annual Meeting of Stockholders and Proxy Statement. Please see the section called “Who Can Attend the 2026 Annual Meeting?” on page 4 of the Proxy Statement for more information.
Whether or not you attend the Annual Meeting, 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 virtual Annual Meeting, you will be able to vote your shares electronically, even if you have previously submitted your proxy.
On behalf of the Board of Directors, thank you for your continued support and investment in Cartesian Therapeutics, Inc.
This proxy statement is dated April 28, 2026 and is first being mailed to stockholders on or about April 28, 2026.
Sincerely,
/s/ Carsten Brunn, Ph.D.
Carsten Brunn, Ph.D.
President, Chief Executive Officer and Chairman of the Board
| Page | |
|---|---|
| Notice of 2026 Annual Meeting of Stockholders | 1 |
| Proxy Statement | 2 |
| Questions and Answers About the 2026 Annual Meeting of Stockholders | 4 |
| Proposal No. 1 Election of Directors | 7 |
| Proposal No. 2 Non-Binding, Advisory Approval of Compensation of Named Executive Officers | 11 |
| Proposal No. 3 Ratification of Appointment of Independent Registered Public Accounting Firm | 12 |
| Report of the Audit Committee of the Board | 13 |
| Independent Registered Public Accounting Firm Fees and Other Matters | 14 |
| Executive Officers | 15 |
| Corporate Governance | 16 |
| Compensation Discussion and Analysis | 23 |
| Executive and Director Compensation | 38 |
| Security Ownership of Certain Beneficial Owners and Management | 49 |
| Certain Relationships | 53 |
| Stockholders’ Proposals | 54 |
| Other Matters | 55 |
| Solicitation of Proxies | 55 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.