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Entrada Therapeutics, Inc.

For the period ended Jun 10, 2026. Filed Apr 24, 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 10, 2026 · Filed Apr 24, 2026

Use the contents to explore the available documents and sections.

TRDA$4.89+7.5%Stored close · as of Nov 6, 2026
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UNITED STATESSECURITIES AND EXCHANGECOMMISSIONWashington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant 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 Pursuant to §240.14a-12

ENTRADA THERAPEUTICS, INC.

(Name of Registrant as Specified In Its Charter)

Not applicable.

(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.

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 10, 2026

Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Entrada Therapeutics, Inc. will be held virtually on June 10, 2026, at 9:30 a.m. Eastern Time. You may attend the meeting virtually via live webcast atwww.virtualshareholdermeeting.com/TRDA2026, where you will be able to vote electronically and submit questions. You will need the 16-digit control number included with the Notice of Internet Availability of Proxy Materials being mailed to you separately in order to attend the Annual Meeting.

Stockholders of record at the close of business on April 13, 2026, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. The purpose of the Annual Meeting is the following:

  1. To elect two Class II directors to our board of directors, each to serve until the Company’s 2029 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal;

  2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

  3. To approve the Amendment No. 1 to the Company's 2021 Stock Option and Incentive Plan;

  4. To approve the Amendment No. 1 to the Company's 2021 Employee Stock Purchase Plan; and

  5. To transact any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

You can find more information on each of the matters to be voted on at the Annual Meeting, including information regarding the nominees for election to our board of directors, in the accompanying proxy statement. The board of directors recommends a vote “FOR” the election of the two nominees for Class II directors, “FOR” the ratification of the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2026,

“FOR” the approval of the Amendment No. 1 to the Company's 2021 Stock Option and Incentive Plan to add “Outstanding Shares” as a defined term, and “FOR” the approval of the Amendment No. 1 to the Company's 2021 Employee Stock Purchase Plan to add “Outstanding Shares” as a defined term, as disclosed in more detail in the accompanying proxy statement.

This year, the Company is following the Securities and Exchange Commission’s “Notice and Access” rule that allows companies to furnish their Proxy Materials (as defined below) by posting them on the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of the accompanying proxy statement and our Annual Report for the fiscal year ended December 31, 2025 (the “2025 Annual Report”). We will mail the Notice on or about April 24, 2026, and it will contain instructions on how to access both the 2025 Annual Report and accompanying proxy statement (together with the Notice, the “Proxy Materials”) over the Internet. This method provides our stockholders with expedited access to the Proxy Materials and not only lowers the cost of printing and distribution but also reduces the environmental impact of the Annual Meeting. If you would like to receive a print version of the Proxy Materials, free of charge, please follow the instructions on the Notice.

To attend the Annual Meeting virtually via the Internet, please visitwww.virtualshareholdermeeting.com/TRDA2026, which will allow you access to the Annual Meeting and will permit you to submit questions. Please see the “General Information” section of the proxy statement that accompanies this notice for more details regarding the logistics of the Annual Meeting, including the ability of stockholders to submit questions during the Annual Meeting, and technical details and support related to accessing the virtual platform. You will not be able to attend the Annual Meeting in person.

Whether or not you expect to attend the Annual Meeting online, we encourage you to read the accompanying proxy statement and vote your shares as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting on the Internet as described in the instructions included in the Notice, by telephone by calling 1-800-690-6903 and following the recorded instructions or, if you requested and received a paper copy of the Proxy Materials, by completing, signing, dating and returning the enclosed proxy card. You may request a paper proxy card at any time before May 27, 2026, to submit your vote by mail. If you vote your shares on the Internet or by telephone, you will need to enter the 16-digit control number provided in the Notice.

Your vote is important regardless of the number of shares you own. If you attend the Annual Meeting online, you may vote your shares during the Annual Meeting virtually via the Internet even if you previously voted your proxy. Your proxy is revocable in accordance with the procedures set forth in the accompanying proxy statement.

If your shares are held in “street name,” that is, held for your account by a broker, bank or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

By order of the board of directors,

/s/ Dipal Doshi

Dipal Doshi

Chief Executive Officer

Boston, Massachusetts

April 24, 2026

PROXY STATEMENT1
GENERAL INFORMATION3
PROPOSAL NO. 1 — ELECTION OF DIRECTORS11
PROPOSAL NO. 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM18
PROPOSAL NO. 3 — TO APPROVE THE AMENDMENT NO. 1 TO THE COMPANY'S 2021 STOCK OPTION AND INCENTIVE PLAN20
PROPOSAL NO. 4 — TO APPROVE THE AMENDMENT NO. 1 TO THE COMPANY'S 2021 EMPLOYEE STOCK PURCHASE PLAN29
CORPORATE GOVERNANCE34
EXECUTIVE AND DIRECTOR COMPENSATION44
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS57
PRINCIPAL STOCKHOLDERS61
REPORT OF THE AUDIT COMMITTEE65
HOUSEHOLDING67
STOCKHOLDER PROPOSALS67
OTHER MATTERS68
APPENDIX A – AMENDMENT NO. 1 TO THE 2021 STOCK OPTION AND INCENTIVE PLAN69
APPENDIX B – AMENDMENT NO. 1 TO THE 2021 EMPLOYEE STOCK PURCHASE PLAN70
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