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Camp4 Therapeutics Corp

For the period ended Jun 11, 2025. Filed Apr 30, 2025.

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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 11, 2025 · Filed Apr 30, 2025

Use the contents to explore the available documents and sections.

CAMP$4.06+9.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrantx

Filed by a Party other than the Registranto

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material under §240.14a-12

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment of Filing Fee (Check all boxes that apply):

xNo fee required
oFee paid previously with preliminary materials
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 11, 2025

Dear Stockholders:

We are pleased to notify you that we will hold the 2025 annual meeting of the stockholders (the “Annual Meeting”) of CAMP4 Therapeutics Corporation (“CAMP4”, “we”, “us”, or “our”) via live webcast on June 11, 2025, at 11:00 a.m. Eastern Daylight Time in a virtual meeting format atwww.virtualshareholdermeeting.com/CAMP2025 for the following purposes:

  1. To elect James Boylan, Amir Nashat, ScD, Andrew J. Schwab, and Douglas Williams, PhD, as our Class I directors, each to serve for a three-year term until the 2028 annual meeting of our stockholders, and until his successor shall have been duly elected and qualified;

  2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025; and

  3. To transact such other business as may properly come before the Annual Meeting or any continuations, adjournments and postponements thereof.

Our Board of Directors has established the close of business on April 14, 2025 as the record date for the Annual Meeting. This means that you are entitled to vote at the Annual Meeting (by remote communication or by proxy) if our stock records show that you owned our common stock at that time.

Whether you plan to attend the Annual Meeting or not, it is important that you cast your vote either by remote communication at the virtual meeting or by proxy in advance of the meeting. You may vote over the Internet, telephone or by mail. You are urged to vote in accordance with the instructions set forth in this proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the Annual Meeting, whether or not you can attend the virtual meeting. You will need the 16-digit control number included with the Notice of Internet Availability of Proxy Materials (the “Notice”), on your proxy card, or the instructions that accompany your proxy materials to attend the Annual Meeting virtually via the Internet.

Thank you for your continued support of CAMP4. We look forward to seeing you at the Annual Meeting.

By Order of the Board of Directors,

Josh Mandel-Brehm

Chief Executive Officer and Director

April 30, 2025

Cambridge, Massachusetts

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 11, 2025: Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to make our proxy materials available to all of our stockholders over the Internet. We will be able to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about April 30, 2025, we will commence sending to our stockholders the Notice containing instructions to stockholders on how to access our proxy statement for the Annual Meeting and our 2024 Annual Report on Form 10-K filed with the SEC on March 27, 2025. The Notice will also provide instructions on how to vote online or by phone and includes instructions on how to receive a paper copy of the proxy materials by mail.

Virtual Meeting Format: The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. This means that you will be able to attend the Annual Meeting online, vote your shares and submit your questions during the meeting by visitingwww.virtualshareholdermeeting.com/CAMP2025. Details regarding how to attend the Annual Meeting online are more fully described in the Notice and this proxy statement.

TABLE OF CONTENTS

Page
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT FOR 2025 ANNUAL MEETING OF STOCKHOLDERS1
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS1
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING2
MANAGEMENT AND CORPORATE GOVERNANCE6
EXECUTIVE OFFICERS17
EXECUTIVE AND DIRECTOR COMPENSATION18
AUDIT COMMITTEE REPORT25
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS26
PROPOSAL NO. 1—ELECTION OF DIRECTORS29
PROPOSAL NO. 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM30
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT32
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS35
GENERAL MATTERS36
ContentsView on SEC.gov

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