Proxy Statement (Form DEF 14A)

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.  )

Check the appropriate box:

Cytek Biosciences, Inc.

(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 all boxes that apply):

 

CYTEK BIOSCIENCES, INC.

47215 Lakeview Boulevard

Fremont, California 94538

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 10, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Cytek Biosciences, Inc., a Delaware corporation. The Annual Meeting will be held virtually through a live webcast at www.virtualshareholdermeeting.com/CTKB2026 on Wednesday, June 10, 2026 at 11:00 a.m. Pacific Time. You will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visiting www.virtualshareholdermeeting.com/CTKB2026 and entering the 16-digit Control Number included in your Notice of Internet Availability, voting instruction form, or in the instructions that you received via email. Please refer to the additional logistical details and recommendations in the accompanying proxy statement. You may log in beginning at 10:45 a.m. Pacific Time on June 10, 2026. You will not be able to attend the meeting in person.

The Annual Meeting will be held for the following purposes:

These items of business are more fully described in the proxy statement accompanying this notice.

The record date for the Annual Meeting is April 13, 2026. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. For the 10 days ending the day prior to the Annual Meeting, a complete list of the stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relating to the Annual Meeting during ordinary business hours at our headquarters. To access the list, stockholders should email [email protected]. The proxy materials, including this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2025, are being distributed and made available on or about April 28, 2026.

By Order of the Board of Directors

 

Valerie Barnett

Corporate Secretary

 

Fremont, California

April 28, 2026

Important Notice Regarding the Availability of Proxy Materials for the Stockholders' Meeting

to be Held on Wednesday, June 10, 2026 at 11:00 a.m. Pacific Time.

The proxy statement and annual report to stockholders are available at www.proxyvote.com.

You are cordially invited to attend the Annual Meeting online. Whether or not you expect to attend the Annual Meeting, please vote in advance by proxy over the telephone or the internet as instructed in these materials as promptly as possible to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

 

CYTEK BIOSCIENCES, INC.

PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why did I receive a notice regarding the availability of proxy materials on the internet?

Pursuant to rules adopted by the Securities and Exchange Commission (the "SEC"), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the "Notice") because the Board of Directors (the "Board") of Cytek Biosciences, Inc. (sometimes referred to as the "Company," "Cytek," "we," "us," or "our") is soliciting your proxy to vote at the 2026 Annual Meeting of Stockholders, including at any adjournments or postponements of the meeting (the "Annual Meeting"). All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

We intend to mail the Notice on or about April 28, 2026 to all stockholders of record entitled to vote at the Annual Meeting.

Will I receive any other proxy materials by mail?

We may send you a proxy card with a second notice ten days after our first mailing of the Notice or thereafter, but you will not receive paper copies of the proxy materials unless you specifically request the materials. Please follow instructions provided in the Notice if you would like to receive paper copies of the proxy materials free of charge.

How do I attend the annual meeting?

The Annual Meeting will be held through a live webcast at www.virtualshareholdermeeting.com/CTKB2026. You will not be able to attend the Annual Meeting in person. If you attend the Annual Meeting online, you will be able to vote and submit questions at www.virtualshareholdermeeting.com/CTKB2026.

You are entitled to attend the Annual Meeting if you were a stockholder as of the close of business on April 13, 2026, the record date, or hold a valid proxy for the meeting.

To be admitted to the Annual Meeting, you will need to visit www.virtualshareholdermeeting.com/CTKB2026 and enter the 16-digit Control Number found next to the label "Control Number" on your Notice, voting instruction form, or in the email sending you the proxy materials. If you are a beneficial stockholder, you should contact the bank, broker or other institution where you hold your account well in advance of the meeting if you have questions about obtaining your proxy to vote.

Whether or not you participate in the Annual Meeting, it is important that you vote your shares.

We encourage you to access the Annual Meeting before it begins. Online check-in will start at approximately 10:45 a.m. (Pacific Time) on June 10, 2026. Participation in the meeting is limited due to the capacity of the host platform and access to the meeting will be accepted on a first come, first served basis.

What if I cannot find my Control Number?

If you cannot locate your Control Number and you are a stockholder of record, you will be able to login as a guest. To view the meeting webcast, visit www.virtualshareholdermeeting.com/CTKB2026 and register as a guest. If you login as a guest, you will not be able to vote your shares or ask questions during the meeting.

If you are a beneficial owner (that is, you hold your shares in an account at a bank, broker or other holder of record), you will need to contact that bank, broker or other holder of record to obtain your Control Number prior to the Annual Meeting.

Will a list of stockholders of record be made available?

For the 10 days ending the day prior to the Annual Meeting, a list of stockholders of record as of the close of business on the record date will be available for examination by any stockholder for a legally valid purpose at our corporate headquarters during regular business hours. To access the list, stockholders should email [email protected].

Where can we get technical assistance?

If you have difficulty accessing the meeting, technicians will be available to help you. A telephone number for technical assistance can be found at www.virtualshareholdermeeting.com/CTKB2026.

How do we ask questions of management and the Board at the Annual Meeting?

We plan to have a question and answer session at the Annual Meeting and will include as many stockholder questions as the allotted time permits. Stockholders may submit questions that are relevant to our business in advance of the Annual Meeting as well as live during the Annual Meeting. If you are a stockholder, you may submit a question in advance of the meeting at www.virtualshareholdermeeting.com/CTKB2026 after logging in with your Control Number. Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/CTKB2026.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on April 13, 2026 will be entitled to vote at the Annual Meeting. On the record date, there were 129,142,587 shares of common stock outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If on April 13, 2026 your shares were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote online at the meeting or in advance by proxy. Whether or not you plan to attend the meeting, we urge you to vote in advance by proxy over the telephone or through the internet to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on April 13, 2026 your shares were held, not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in "street name" and this Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. You may access the meeting at www.virtualshareholdermeeting.com/CTKB2026. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from your broker, bank or other agent.

What am I voting on?

There are three matters scheduled for a vote at the Annual Meeting:

What if another matter is properly brought before the meeting?

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the proxy to vote on those matters in accordance with their best judgment.

How do I vote?

Proposal 1: You may either vote "FOR" all the nominees to the Board or you may "WITHHOLD" your vote for any nominee you specify.

Proposal 2: You may vote "FOR" or "AGAINST" or "ABSTAIN" from voting on the proposal regarding the compensation of our named executive officers for the year ended December 31, 2025.

Proposal 3: You may vote "FOR" or "AGAINST" or "ABSTAIN" from voting on ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote at the Annual Meeting or in advance by proxy over the telephone or through the internet. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote at the meeting even if you have already voted by proxy.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a notice containing voting instructions from that organization rather than from Cytek Biosciences, Inc.

Internet proxy voting will be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of our common stock you own as of April 13, 2026.

If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

If you are a stockholder of record and do not vote in advance or online at the Annual Meeting, your shares will not be voted.

If you return a signed and dated proxy card (or otherwise vote) without marking voting selections, your shares will be voted, as applicable, "FOR" the election of all director nominees, "FOR" approval of the compensation of our named executive officers for the year ended December 31, 2025, and "FOR" ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

If I am a beneficial owner of shares held in street name and I do not provide my broker or bank with voting instructions, what happens?

If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Under the stock exchange rules, brokers, banks and other securities intermediaries that are subject to such stock exchange rules may use their discretion to vote your "uninstructed" shares with respect to matters considered to be "routine" under such stock exchange rules, but not with respect to "non-routine" matters. In this regard, Proposal 3 is considered a "routine" matter under applicable rules and interpretations, meaning that if you do not return voting instructions to your broker, bank or other agent by its deadline, your shares may be voted by your broker in its discretion on Proposal 3. However, Proposals 1 and 2 are considered to be "non-routine" under applicable rules and interpretations and we therefore expect broker non-votes to exist in connection with the proposal.

What are "broker non-votes"?

A "broker non-vote" occurs when your broker submits a proxy for the meeting with respect to "routine" matters but does not vote on "non-routine" matters because you did not provide voting instructions on these matters. These un-voted shares with respect to non-routine matters are counted as "broker non-votes."

How many votes are needed to approve each proposal? How are votes counted?

The voting requirements and the impact of broker non-votes and abstentions for the proposals to be considered at the Annual Meeting are as follows:

As a reminder, if you are a beneficial owner of shares held in street name, to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present at the meeting virtually or represented by proxy. On the record date, there were 129,142,587 shares outstanding and entitled to vote. Thus, the holders of 64,571,294 shares must be present virtually or represented by proxy at the meeting to have a quorum.

Abstentions, withhold votes and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present at the meeting or represented by proxy may adjourn the meeting to another date.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions in the Notices to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. Your most current proxy is the one that is counted. If you are the stockholder of record, you may revoke your proxy in any one of the following ways:

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or other agent.

When are stockholder proposals and director nominations due for next year's annual meeting?

To be considered for inclusion in next year's proxy materials, your proposal must be submitted in writing by December 29, 2026 to Cytek Biosciences, Inc., 47215 Lakeview Boulevard, Fremont, California 94538, Attention: Corporate Secretary.

Our amended and restated bylaws ("Bylaws") provide that, for stockholder proposals that are not to be included in next year's proxy materials to be considered at next year's annual meeting, stockholders must give timely advance written notice thereof to our Corporate Secretary at Cytek Biosciences, Inc., 47215 Lakeview Boulevard, Fremont, California 94538, Attention: Corporate Secretary. In order to be considered timely, notice of a proposal (including a director nomination) for consideration at the 2027 annual meeting of stockholders that is not to be included in next year's proxy materials must be received by our Corporate Secretary in writing no earlier than the close of business on February 10, 2027 or later than the close of business on March 12, 2027. However, if our 2027 annual meeting of stockholders is not held between May 11, 2027 and July 10, 2027, the notice must be received (A) not earlier than the close of business on the 120th day prior to the 2027 annual meeting of stockholders, and (B) not later than the close of business on the later of the 90th day prior to the 2027 annual meeting of stockholders or the 10th day following the day on which public announcement of the date of the 2027 annual meeting is first made. Any such notice to the Corporate Secretary must include the information required by our Bylaws. In addition, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide in their notice any additional information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, we will file an additional Form 8-K to publish the final results.

PROPOSAL 1

 

ELECTION OF CLASS II DIRECTORS

Classified Board

Our Board is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Unless the Board determines by resolution that any vacancies on the Board shall be filled by stockholders, vacancies may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director's successor is duly elected and qualified.

Our Board presently has seven members: Jack Ball, Richard Chin, M.D., Michael Holder, Vera Imper, Ph.D., Wenbin Jiang, Ph.D., Deborah Neff, and Ming Yan, Ph.D. Mr. Ball's, Dr. Imper's and Dr. Yan's terms of office expire on the date of the Annual Meeting. Mr. Ball will no longer serve on our Board following the expiration of his term on the date of the Annual Meeting.

The Board has nominated Vera Imper, Ph.D., Glenn P. Muir and Ming Yan, Ph.D. for election as Class II directors at the Annual Meeting, as recommended by the nominating and corporate governance committee of our Board (the "Nominating and Corporate Governance Committee"). Each of Dr. Imper and Dr. Yan is currently a member of our Board and has been nominated for reelection to serve as a Class II director. Mr. Muir was identified/recommended by a third-party search firm. If elected at the Annual Meeting, each of these nominees would serve until our 2029 annual meeting and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal. We have no reason to believe that any of the nominees will be unavailable, or, if elected, will decline to serve. In the event that any of these nominees should become unavailable for election due to any presently unforeseen reason, proxies will be voted for a substitute as designated by the Board, or, alternatively, the Board may leave a vacancy on the Board or reduce the size of the Board. It is our policy to encourage directors and nominees for director to attend the Annual Meeting. Five of our seven then-serving directors attended our 2025 annual meeting of stockholders (the "2025 Annual Meeting").

The following table sets forth the Class II nominees for election at the Annual Meeting and our other directors who will continue in office after the Annual Meeting, their ages, independence, and position or office held with us as of April 13, 2026:

The following is a brief biography of each nominee and each director whose term will continue after the Annual Meeting.

Nominees for Election for a Three-Year Term Expiring at our 2029 Annual Meeting

Vera Imper, Ph.D. has served as a member of our Board since December 2021. Dr. Imper served as Vice President and Head, Business Development of Roche Molecular Solutions from January 2018 to November 2021. Dr. Imper previously served as Vice President, Worldwide Business Development of Becton Dickinson Biosciences from May 2009 to October 2017. Dr. Imper currently serves on the advisory board of Barcode Nanotech, a privately funded start-up company. Dr. Imper holds a B.S. in Pharmacy and Biochemistry, an M.S. in Physical and Organic Chemistry, and a Ph.D. in Bioinorganic Chemistry from the University of Zagreb.

We believe that Dr. Imper is a seasoned corporate development executive and strategic advisor in the biotechnology industry, with over 25 years of experience driving high-impact mergers, acquisitions, and strategic partnerships. We believe that Dr. Imper's proven track record for identifying growth opportunities in complex markets and extensive experience aligning corporate strategy with financial rigor to guide boards and executive teams through pivotal transformations provide her with the qualifications and skills to serve as a director of the Company.

Glenn P. Muir is a nominee to serve as a member of our Board. Mr. Muir served as Chief Financial Officer and Executive Vice President of Finance and Administration of Hologic, Inc., a publicly traded manufacturer and supplier of medical products, from 2000 until he retired in 2014. He also served as Hologic's Chief Financial Officer and Vice President of Finance and Administration from 1992 to 2000 and as Controller from 1988 to 1992. Prior to then, Mr. Muir served as Chief Financial Officer and Vice President of Finance and Administration at Metallon Engineered Materials Corp. from 1986 to 1988. He served as a Senior Auditor with Arthur Andersen & Co. from 1981 to 1984. Mr. Muir has served as a member of the board of directors of Repligen Corporation, a publicly traded life science company, since 2015 and as chair of its audit committee since 2016, and as a member of the board of directors of Neuronetics, Inc., a publicly traded medical technology company, since 2017 and as the current chair of its audit committee. Mr. Muir also served as a member of the board of directors of G1 Therapeutics, Inc., a publicly traded biotechnology company, from 2015 until September 2024, when it was acquired. He served as an independent director of ReWalk Robotics Ltd. and RainDance Technologies, Inc., both from 2014 to 2017. Mr. Muir holds a B.S. in Accounting from the University of Massachusetts in Amherst, an M.B.A. from the Harvard Business School, and an M. Sc. in Taxation from Bentley College Graduate School of Business. Mr. Muir previously obtained his certified public accountant license (inactive since 2022).

We believe that Mr. Muir's extensive leadership and management experience in the biotechnology industry and financial expertise provide him with the qualifications and skills to serve as a director of the Company to contribute meaningfully as a member of the Audit Committee.

Ming Yan, Ph.D. has served as our Chief Technology Officer and a member of our Board since 2015. Dr. Yan is also a co-founder of our company. Dr. Yan has over 20 years of experience in research and development. Prior to joining our company, Dr. Yan held research and development positions at AT&T Bell Laboratories, a research and development division of AT&T Communications, a telecommunications company; Lawrence Livermore National Labs, a federal research facility; and BD Biosciences, a biotechnology company. Dr. Yan has published several research papers relating to laser spectroscopy and cell analysis in top peer-reviewed journals. He has over a dozen patents and pending patent applications for his innovations. Dr. Yan holds a B.S. in Physics from Fudan University and a Ph.D. in Electrical Engineering from the City University of New York.

We believe that Dr. Yan's extensive experience in the biotechnology field, and in particular, with flow cytometry, provides him with the qualifications and skills to serve as a director of the Company and as our Chief Technology Officer.

Directors Continuing in Office Until our 2027 Annual Meeting

Michael Holder has served as a member of our Board since June 2024. Since December 2023, Mr. Holder has served as the Principal of Gloria Consulting Partners LLC, an executive management, business strategy, and financial consulting company. He also served as Chief Executive Officer of Sensable Health Inc., a privately held wellness company, from July 2024 to June 2025. Prior to that, Mr. Holder served as Chief Financial Officer of AVITA Medical Inc., a publicly traded regenerative medicine company, from March 2021 to January 2023; as Chief Financial Officer of ImmuneCyte Inc., a privately held biopharmaceutical company, from July 2020 to January 2021; as Chief

Executive Officer and Portfolio Manager of Carolina Longevity Institute, LLC, a biotech and medtech private investment company, from 2017 to 2019; as Chief Executive Officer and Chief Financial Officer of Organ Transport Systems Inc, a privately held medical device company, from 2010 to 2017 and 2005 to 2010, respectively; as Vice President of Sales, Operations and Finance and Chief Financial Officer for Premier Sourcing Partners Inc., a wholly owned subsidiary of Premier Inc., a privately held medical and information technology product and services company, from 2002 to 2004 and 2000 to 2002, respectively; as Chief Financial Officer of Clarkston-Potomac Group, a privately held ERP implementation and integration services company, from 1998 to 2000; and as Chief Financial Officer of Beacon Eye Institute, a publicly traded provider of Laser Vision Correction equipment and services from 1996 to 1998. Since May 2025, Mr. Holder has served as a member of the board of directors and audit committee chair of MDxHealth SA, a publicly traded molecular oncology company. From July 2025 to March 2026, Mr. Holder served as non-executive chair and a member of the board of directors of Hollywood Expansion Corporation, a privately held film and entertainment company, from July 2025 to March 2026; as a member of the board of directors of Keyron Ltd, a privately held medical device company based in the U.K., from December 2022 to July 2025; as a member of the board of directors of Carolina Longevity Institute, LLC from 2017 to 2019; and as a member of the board of directors of Limitless LLC, a privately held nutraceutical research and development company, from 2018 to 2019. Mr. Holder also served on the board of directors of Organ Transport Systems, Inc. from 2005 to 2017, and Cyphre Inc., a privately held cybersecurity company, from 2016 to 2017. Mr. Holder holds a B.S. in Business Administration from The Kenan-Flagler Business School at the University of North Carolina at Chapel Hill, and an M.B.A. with a major in Corporate Strategy and Finance from The Wharton School at the University of Pennsylvania. Mr. Holder previously obtained his certified public accountant license (currently inactive). He has attended board education programs at Harvard Business School.

We believe Mr. Holder's extensive executive leadership experience in the biotechnology industry, his service on public company boards, and his deep expertise in accounting, financial reporting, internal controls, and corporate governance, together with his experience in capital markets, mergers and acquisitions, scaling commercial-stage life sciences companies, and overseeing risk management and compliance functions, provide him with the qualifications and judgment necessary to serve as an effective director of the Company. In addition, his significant experience overseeing financial reporting processes, internal controls, and capital markets activities qualifies him to serve as an audit committee financial expert and to contribute meaningfully as a member or chair of the Audit Committee.

Wenbin Jiang, Ph.D. has served as our Chief Executive Officer and a member of our Board since December 2014 and serves as chair of our Board. Dr. Jiang is also a co-founder of the Company. In 1998, Dr. Jiang co-founded E2O Communications, Inc., a fiber optic subsystems manufacturing company, which was acquired by JDS Uniphase Corporation in 2004. Dr. Jiang is an inventor of more than 100 U.S. patents and an author of five book chapters and over 50 peer-reviewed technical papers. Dr. Jiang holds a B.S. in Physics and an M.S. in Optics & Laser Physics from Fudan University and a Ph.D. in Electrical Engineering from University of California, Santa Barbara. Dr. Jiang is currently serving on the Board of Trustees of the UC Santa Barbara Foundation and the Director's Council in the Institute for Energy Efficiency at UC Santa Barbara.

We believe that Dr. Jiang's extensive experience as an executive in the technology industry provides him with the qualifications and skills to serve as a director of the Company and as our Chief Executive Officer.

Directors Continuing in Office Until our 2028 Annual Meeting

Richard Chin, M.D. has served as a member of our Board since June 2025. Since January 2026, he has served as the Chief Executive Officer of EmberWorks, LLC, an off-grid telecommunications company, and has also served as the Chief Executive Officer and a board member of AdoraPet Biosciences, Inc., a biotechnology startup focused on pets, since August 2022. Since September 2021, Dr. Chin has served as the managing director of Ascendant Venture LLC, a family office and venture studio that has incubated several life sciences companies. From 2012 to 2021, he served as Chief Executive Officer and a board member of Kindred Biosciences, Inc., a public biotechnology company focused on companion animals that was acquired by Elanco in 2021. From 2008 to 2011, Dr. Chin served as Chief Executive Officer of Institute for OneWorld Health, a non-profit biotechnology company developing drugs for neglected diseases. In addition, from 2006 to 2008, he served as Chief Executive Officer of OXiGENE, Inc., a public biotechnology company developing vascular targeting drugs for oncology and ophthalmology. Prior to that, Dr. Chin served in various leadership roles in clinical development and medical affairs. He currently serves on the board of directors of several private bioscience companies, including Bio Usawa Inc., VETmAb Biosciences, Inc. and

Lifeguard Biosciences, Inc., as well as two non-profit organizations, the Center for Asian American Media and the Sand Mandala Foundation. Dr. Chin holds a B.A. in biology from Harvard College, an M.A. and B.A. in law from Oxford University and a medical degree from Harvard Medical School.

We believe that Dr. Chin's extensive experience as an executive in the biotechnology industry and as a public company board member provides him with the qualifications and skills to serve as a director of the Company.

Deborah Neff has served as a member of our Board since June 2022 and has served as our lead independent director since February 2025. Since 2020, she has served as the Principal of DJN Consulting, LLC, an executive management, business strategy and operations consulting company. Prior to that, from 2017 to 2020, she served as Chief Executive Officer of Evanostics LLC, an early-stage, private biotechnology company. From 2014 to 2016, she served as the Chief Operating Officer of Complete Genomics Inc., a business unit of BGI-Shenzhen, a publicly traded genomic sequencing and proteomic services company. From 2006 to 2013, she served as the Chief Executive Officer at Pathwork Diagnostics Inc., a privately held molecular diagnostics company, and from 2003 to 2006, she served as the Chief Executive Officer at Predicant Biosciences, formerly a private biotechnology company. Ms. Neff also served as President of BD Biosciences, Inc., a global business segment of Becton Dickinson, from 1995 to 2003. Ms. Neff served as a director on the board of Atomo Diagnostics Limited, an Australian publicly listed rapid diagnostics company, from October 2021 to May 2025, on the advisory board of privately funded start-up company Wainamics, Inc. from March 2021 to February 2025, on the board of directors of Bio-Rad Laboratories, Inc. from 2011 to 2017 and on the board of directors of Advanced Medical Optics, Inc. from 2003 to 2009. Ms. Neff has served as the Executive Trustee and Chair of the University of California, Davis Foundation since 2021, as chair of the board of directors of Guide Dogs for the Blind since July 2024 and as a member of the board since February 2022, and on the advisory board of privately funded start-up company Partillion Bioscience Corporation since August 2020. Ms. Neff holds a B.S. degree in Physiology from the University of California, Davis and completed graduate training and licensure in clinical laboratory science. She has attended executive business programs in finance, marketing and general management at Wharton, Stanford and Harvard Business Schools.

We believe that Ms. Neff's extensive strategic, operational, and scientific experience within the biotechnology industry, combined with her knowledge of our business and past public company board service, provide valuable and differentiated expertise to the Board and contribute meaningfully to its overall capabilities. Her robust technical skill set and decades of executive leadership experience in the biotechnology industry provides her with the qualifications and skills to serve as a director of the Company.

Director Whose Term Expires at the Annual Meeting

Jack Ball has served as a member of our Board since September 2018. Since 2011, Mr. Ball has served as the President of Tyball Associates LLC, a medical device consulting firm. He has also served on the board of directors of Carterra, Inc., a biotechnology company, since 2016, and on the board of directors of KromaTiD, Inc., a biotechnology company, since 2021. He also currently serves on the advisory board of Michigan Angel Fund V. From March 2016 to June 2023, Mr. Ball served on the board of directors of NanoCellect Biomedical, Inc., a biotechnology company. From October 2010 to March 2021, Mr. Ball served on the board of directors of Swift Biosciences Inc., a biotechnology company. From September 2013 to December 2019, Mr. Ball served as Chief Executive Officer and a board member at Solulink Inc., a biotechnology company. From February 2006 to July 2011, Mr. Ball was Chief Commercial Officer at Accuri Cytometers, Inc., a medical instruments company, which was sold to Becton Dickinson & Co in March 2011. Prior to that, Mr. Ball was Chief Executive Officer at Amnis Corporation, a biotechnology company; Chief Commercial Officer at Molecular Probes, Inc., a biotechnology company; Senior Vice President and General Manager at Orchid Biosciences, a DNA testing services biotechnology company; and President for North America at Amersham Pharmacia Biosciences Corp., a healthcare company. Mr. Ball holds a B.S. in Agriculture from the University of Georgia.

We believe that Mr. Ball's extensive experience as an executive in flow cytometry instrument and reagent companies provides him with the qualifications and skills to serve as a director of the Company. Mr. Ball's term on the Board expires on the date of the Annual Meeting.

Stockholder Feedback on Director Elections

The Board believes it is important to address the voting results for the reelection of Ms. Neff as a Class I director at our 2025 Annual Meeting. Support for Ms. Neff's reelection in 2025 was significantly lower than when she was first elected in 2022. Based on extensive discussions with our stockholders (as detailed in the section titled

"Stockholder Engagement"), the Board believes that the vote outcome was driven primarily by concerns regarding the Company's material weaknesses in its internal controls over financial reporting, and, to a lesser extent, certain corporate governance provisions, rather than Ms. Neff's performance as a director. We did not receive feedback indicating that stockholders expected her removal from the Board or the Audit Committee in response to the vote. Ms. Neff's extensive strategic, operational, and scientific experience within the biotechnology industry, combined with her knowledge of our business, including Audit Committee matters, and past public company board service, provide valuable and differentiated expertise to the Board and contribute meaningfully to its overall capabilities. Our Board recognizes Ms. Neff's meaningful contributions to the Board during her tenure since 2022, including in her current role as our lead independent director, Audit Committee member and Nominating and Corporate Governance Committee member. Her robust technical skill set and decades of executive leadership experience in the biotechnology industry have contributed to the Board's deliberations and continue to serve stockholder interests well.

Required Vote

Directors are elected by a plurality of the votes of the holders of shares present virtually or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected.

Recommendation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NAMED NOMINEES.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Independence of the Board of Directors

The Nasdaq listing standards require that a majority of the members of our Board must qualify as "independent," as affirmatively determined by the Board. The standards provide that a director is independent if, in the opinion of that company's board of directors, such person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board consults with our legal counsel to ensure that the Board's determinations are consistent with relevant securities and other laws and regulations regarding the definition of "independent," including those set forth in pertinent Nasdaq listing standards, as in effect from time to time. The Board annually reviews the independence of our directors, taking into account all relevant facts and circumstances. In its most recent review, the Board considered all facts and circumstances that our Board deemed relevant in determining their independence.

Applying these standards, the Board has affirmatively determined that the following four continuing directors are independent directors within the meaning of the applicable Nasdaq listing standards: Richard Chin, M.D., Michael Holder, Vera Imper, Ph.D. and Deborah Neff. The Board has also affirmatively determined that director nominee Glenn P. Muir is independent within the meaning of the applicable Nasdaq listing standards, that Jack Ball, whose term on the Board expires on the date of the Annual Meeting, is an independent director within the meaning of the applicable Nasdaq listing standards, and that Don Hardison, whose term on the Board expired on June 18, 2025, was an independent director within the meaning of the applicable Nasdaq listing standards when he served on the Board. The Board found that none of these directors or nominees had a material or other disqualifying relationship with us.

Board of Directors Leadership Structure

The Board is currently chaired by our Chief Executive Officer and President, Dr. Jiang. The Board has also appointed Ms. Neff as lead independent director.

Our Corporate Governance Guidelines provide that our Board shall be free to choose its chairperson in any way that it considers in the best interests of our company, and that the Nominating and Corporate Governance Committee shall periodically consider the leadership structure of our Board and make recommendations to the Board with respect thereto as appropriate. Our Corporate Governance Guidelines also provide that, when the chairperson is not an independent director, the Board may designate one of the independent directors as a "lead independent director." The chairperson schedules and sets the agenda for meetings of the Board in consultation with the lead independent director, and the chairperson chairs such meetings.

Our Board believes that our stockholders and the company currently are best served by having Dr. Jiang, our Chief Executive Officer, serve as chairman of the Board and Ms. Neff serve as our lead independent director. Our Board believes that the current board leadership structure, coupled with a strong emphasis on board independence, provides effective independent oversight of management while allowing the Board and management to benefit from Dr. Jiang's executive leadership and operational experience, including familiarity with our business as a founder and Chief Executive Officer. Independent directors and management sometimes have different perspectives and roles in strategy development. Our independent directors bring experience, oversight and expertise from outside of our company, while our Chief Executive Officer brings company-specific experience and expertise. Our Board believes that Dr. Jiang's combined role as Chief Executive Officer and chairman of the Board enables strong leadership, creates clear accountability and enhances our ability to communicate our message and strategy clearly and consistently to our stockholders. Our Board believes that its independence and oversight of management is maintained effectively through this leadership structure, including the role and responsibilities of the lead independent director, the composition of the Board and sound corporate governance policies and practices.

Role of the Board of Directors in Risk Oversight

One of the Board's key functions is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for us. The full Board also considers our cybersecurity risk exposure and is responsible for overseeing our cybersecurity risk management process, including oversight of our policies and procedures that identify and mitigate our cybersecurity risks. Our cybersecurity risk assessment and management processes are implemented and maintained by certain members of our management team, including our Chief Financial Officer. Our Board receives periodic reports, summaries or presentations from management concerning our cybersecurity threats and risk and the processes we have implemented to address and mitigate them.

Board of Directors Evaluation Process

Each year, our Board and its committees complete an assessment of their performance, respectively. The assessment includes an evaluation of the topics covered by the Board or applicable committee during the year, the effectiveness of the Board and committees in fulfilling their functions and responsibilities, the structure, composition and processes of the Board or applicable committee and the information received by the Board or applicable committee in fulfilling their functions. Our Nominating and Corporate Governance Committee oversees this assessment process.

Meetings of the Board of Directors

The Board met nine times during 2025. During 2025, each Board member attended 75% or more of the aggregate number of meetings of the Board and of the committees on which he or she served that were held during the period in which he or she served as a director or committee member.

Information Regarding Committees of the Board of Directors

The Board has three committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

The following table provides membership and meeting information for 2025 for each of the Board committees:

Each of the committees has authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities. The Board has determined that each member of each committee meets the applicable Nasdaq rules and regulations regarding "independence" and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to the Company.

Audit Committee

The Audit Committee was established by the Board in accordance with Section 3(a)(58)(A) of the Exchange Act to oversee our corporate accounting and financial reporting processes and audits of our financial statements. The Audit Committee evaluates the performance and assesses the qualifications of our independent auditors; determines and approves the engagement of the independent auditors; determines whether to retain or terminate the existing independent auditors or to appoint and engage new independent auditors; reviews and approves the retention of the independent auditors to perform any proposed permissible non-audit services; monitors the rotation of partners of the independent auditors on our audit engagement team as required by law; reviews and approves or rejects transactions between us and any related persons; confers with management and the independent auditors regarding the effectiveness of internal controls over financial reporting; establishes procedures, as required under applicable law, for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and meets to review our annual audited financial statements and quarterly financial statements with management and the independent auditors, including a review of our disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations."

The Audit Committee is composed of three directors: Mr. Holder (Chair), Mr. Ball and Ms. Neff. Following the Annual Meeting, Mr. Ball will no longer serve on the Board or the Audit Committee and, if elected, Mr. Muir will serve on the Board and as a member of the Audit Committee. The Board reviews the Nasdaq listing standards definition of independence for Audit Committee members on an annual basis and has determined that all members of the Audit Committee and Mr. Muir are independent (as independence is currently defined in Rule 5605(c)(2)(A)(i) and (ii) of the Nasdaq listing standards).

The Board has also determined that Mr. Holder qualifies as an "audit committee financial expert," as defined in applicable SEC rules. The Board made a qualitative assessment of Mr. Holder's level of knowledge and experience based on a number of factors, including his formal education, certification and experience in senior finance and accounting roles at public reporting companies.

The Board has adopted a written Audit Committee charter that is available to stockholders on our website at https://investors.cytekbio.com.

Compensation Committee

The Compensation Committee acts on behalf of the Board to review, adopt and oversee our compensation strategy, policies, plans and programs, including:

The Compensation Committee is currently composed of three directors: Mr. Ball (Chair), Mr. Holder and Dr. Imper. Following the Annual Meeting, Mr. Ball will no longer serve on the Board or the Compensation Committee, Mr. Holder will serve as Chair of the Compensation Committee and Dr. Chin will serve as a member of the Compensation Committee. All members of the Compensation Committee and Dr. Chin are independent (as independence is currently defined in Rule 5605(d)(2) of the Nasdaq listing standards). Mr. Hardison was a member of the Compensation Committee during the year ended December 31, 2025, until his term as a director expired on June 18, 2025 at the 2025 Annual Meeting.

The Board has adopted a written Compensation Committee charter that is available to stockholders on our website at https://investors.cytekbio.com.

Please see the sections titled "Executive Compensation" and "Director Compensation" for a description of our processes and procedures for the consideration and determination of executive officer and director compensation.

Equity Awards Committee

In 2021, the Board formed an Equity Awards Committee, currently composed of our Chief Executive Officer, Chief Legal Officer and Chief People Officer, to which it delegated authority to grant, without any further action required by the Board or the Compensation Committee, stock options and/or restricted stock units ("RSUs") to employees who are leveled below Vice President. The Compensation Committee is responsible for oversight of the Equity Awards Committee.

The purpose of this delegation of authority is to enhance the flexibility of our equity awards administration and to facilitate the timely grant of equity awards to newly hired employees and to existing employees in connection with the annual review process and promotions outside the ordinary annual review process in circumstances where management has determined that additional individual incentives are appropriate. Under the delegation in effect in 2025, the Equity Awards Committee could not grant equity awards to acquire more than an aggregate of 6,000,000 shares of our common stock. The number of shares underlying individual equity grants by the Equity Awards Committee is limited to a range based upon employee level, as approved by the Board or the Compensation Committee.

As part of its oversight function, the Compensation Committee reviews the grants made by the Equity Awards Committee on a quarterly basis. During 2025, the Equity Awards Committee exercised its authority to grant RSUs to acquire an aggregate of 715,154 shares to employees below the level of Vice President.

Compensation Committee Interlocks and Insider Participation

Mr. Ball, Mr. Hardison, Mr. Holder and Dr. Imper each served on the Compensation Committee during the last fiscal year. No member of our Compensation Committee in 2025 was at any time during 2025 or at any other time an officer or employee of Cytek or any of our subsidiaries. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that had one or more executive officers who served on our Board or our Compensation Committee.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for identifying, reviewing and evaluating candidates to serve on our Board (consistent with criteria approved by the Board), reviewing and evaluating incumbent directors, making recommendations to the Board of candidates for election to the Board, making recommendations to the Board regarding the membership of the committees of the Board, assessing the performance of the Board and its committees and developing a set of corporate governance principles for the Company.

The Nominating and Corporate Governance Committee is composed of three directors: Dr. Imper (Chair), Dr. Chin and Ms. Neff. All members of the Nominating and Corporate Governance Committee are independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards).

The Board has adopted a written Nominating and Corporate Governance Committee charter that is available to stockholders on our website at https://investors.cytekbio.com.

Nominations Process and Director Qualifications

The Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. The Nominating and Corporate Governance Committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of our stockholders. However, the Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of the Board, our operating requirements and the long-term interests of our stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee typically considers diversity of skills, professional experience, associations, achievements, training, points of view and such other factors as it deems appropriate, given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability.

The Nominating and Corporate Governance Committee appreciates the value of thoughtful Board refreshment, and regularly identifies and considers qualities, skills and other director attributes that would enhance the composition of the Board. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of legal counsel, if necessary. The Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates' qualifications and then selects a nominee for recommendation to the Board by majority vote.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address: Cytek Biosciences, Inc., 47215 Lakeview Boulevard, Fremont, California 94538, Attention: Corporate Secretary. Submissions must include the full name of the proposed nominee, a description of the proposed nominee's business experience for at least the previous five years, complete biographical information, a description of the proposed nominee's qualifications as a director and a representation that the nominating stockholder is a beneficial or record holder of our stock and has been a holder for at least one year. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. Additional information regarding the process and required information to properly and timely submit stockholder nominations for candidates for membership on our Board is set forth in our Bylaws and Corporate Governance Guidelines.

Stockholder Engagement

The Board and management believe that effective corporate governance includes regular and meaningful engagement with stockholders. In light of the 2025 Annual Meeting voting results for the reelection of Ms. Neff as a Class I director, we undertook a proactive stockholder outreach effort to better understand the factors contributing to the vote and to solicit broader feedback on our business and governance practices. Following the 2025 Annual Meeting, we contacted 18 of our largest shareholders, representing more than 45% of our outstanding shares. Of those contacted, 12 shareholders responded, and 10 agreed to engage in discussions with us, representing approximately 41% of our outstanding shares. Company participants in these meetings included the Chair of our Nominating and Corporate Governance Committee as well as our Chief Financial Officer.

Feedback from this outreach provided the Board and management with valuable perspectives on our business strategy, capital allocation, corporate governance, and executive compensation practices. During these discussions, certain stockholders expressed concerns regarding the previously identified material weaknesses in our internal controls over financial reporting. Following a multi-year implementation of enhanced processes and controls under the oversight of the Audit Committee (as detailed in the section titled "Item 9A. Controls and Procedures" in our Form 10-K for the fiscal year ended December 31, 2025 as filed with the Securities and Exchange Commission on February 26, 2026), the material weaknesses were remediated and management determined that we maintained effective internal control over financial reporting as of December 31, 2025. Stockholders also provided perspectives on our corporate governance practices, including our classified board structure. Notably, we did not receive feedback indicating that stockholders expected Ms. Neff's removal from the Board in response to the level of support for her reelection in 2025, and we believe the Company's successful remediation of the previously identified material weaknesses addressed the principal concern underlying the vote outcome. The Board and management value the feedback received through this engagement and remain committed to ongoing dialogue with stockholders on matters of importance.

Communications with the Board of Directors

The Board, including a majority of the independent directors, has adopted a formal process by which stockholders may communicate with the Board or any of its directors. Stockholders who wish to communicate with the Board may do so by sending written communications addressed to Cytek Biosciences, Inc., 47215 Lakeview Boulevard,

Fremont, California 94538, Attention: Corporate Secretary. All communications are reviewed by our Corporate Secretary and provided to the members of the Board consistent with a screening policy providing that unsolicited items, sales materials, abusive, threatening or otherwise inappropriate materials and other routine items and items unrelated to the duties and responsibilities of the Board will not be provided to directors. Any communication that is not provided to directors is recorded in a log and made available to our Board. All communications directed to the Audit Committee in accordance with our Whistleblower Policy for Accounting and Audit Matters will be promptly and directly forwarded to the Audit Committee. This information is available on our website at https://investors.cytekbio.com.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our officers, directors and employees. The Code of Business Conduct and Ethics provides a framework for sound ethical business decisions and sets forth our expectations on a number of topics, including conflicts of interest, compliance with laws, use of our assets and business ethics. The Code of Business Conduct and Ethics is available on our website at https://investors.cytekbio.com. If we ever were to amend or waive any provision of our Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, we intend to satisfy our disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on our website set forth above rather than by filing a Current Report on Form 8-K. In the case of a waiver for an executive officer or a director, the disclosure required under applicable Nasdaq listing standards also will be made available on our website.

Corporate Governance Guidelines

In June 2021, the Board documented our governance practices by adopting the Corporate Governance Guidelines to assure that the Board will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of management. The guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices the Board intends to follow with respect to Board composition and selection, Board meetings and involvement of senior management, Chief Executive Officer performance evaluation and succession planning, and Board committees and compensation. The Corporate Governance Guidelines, as well as the charters for each committee of the Board, may be viewed on our website at https://investors.cytekbio.com.

Insider Trading Policy

We have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees and by the Company itself. We believe this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, Nasdaq listing standards, and procedures designed to further the foregoing purposes. A copy of our insider trading policy is filed as an exhibit to our Annual Report on Form 10-K for our fiscal year ended December 31, 2025.

Prohibition on Hedging, Pledging and Short Sales

To ensure alignment of the interests of our stockholders, our Insider Trading Policy prohibits short sales, transactions in put or call options, hedging transactions, margin accounts, pledges, or other inherently speculative transactions with respect to our securities for all Cytek employees, directors and consultants, their respective family members and other household members, and all companies controlled by those covered by our Insider Trading Policy.

PROPOSAL 2

 

NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), enacted on July 21, 2010, and Section 14A of the Exchange Act require that we seek, on a non-binding advisory basis, stockholder approval of the compensation of our named executive officers as described in this proxy statement. This proposal, commonly known as a "say-on-pay" proposal, gives our stockholders the opportunity to express their views on the compensation of our named executive officers.

Compensation Program and Philosophy

The primary goal of our executive compensation program is to ensure that we hire and retain talented and experienced executive officers who are motivated to achieve or exceed our short-term and long-term corporate goals. In determining the form and amount of compensation payable to our executive officers, we are guided by the following objectives and principles:

Our Board believes that our current executive compensation program has been effective at linking executive compensation to our performance and aligning the interests of our executive officers with those of our stockholders. Stockholders are urged to read the section titled "Executive Compensation," which further discusses how our executive compensation policies and procedures implement our compensation philosophy and contains tabular information and narrative discussion about the compensation of our named executive officers.

The Compensation Committee and the Board believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving our goals. Accordingly, we are asking our stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statement by casting a non-binding advisory vote "For" the following resolution:

"RESOLVED, that the stockholders approve, on a non-binding advisory basis, the compensation of Cytek Biosciences, Inc.'s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables, and the accompanying narrative disclosures set forth in the proxy statement relating to Cytek Biosciences, Inc.'s 2026 annual meeting of stockholders."

Required Vote

The affirmative "FOR" vote of a majority of the shares present, represented and entitled to vote on the proposal is required to approve, on an advisory and non-binding basis, the compensation of our named executive officers for the year ended December 31, 2025. You may vote "FOR" or "AGAINST" or "ABSTAIN" from voting on this proposal. Abstentions are deemed to be votes cast and have the same effect as a vote against the proposal.

Although this say-on-pay vote is advisory and, therefore, will not be binding on us, our Compensation Committee and our Board value the opinions of our stockholders. Accordingly, to the extent there is a significant vote against the compensation of our named executive officers, we will consider our stockholders' concerns and the Compensation Committee will evaluate what actions may be necessary or appropriate to address those concerns. Unless the Board decides to modify its policy regarding the frequency of soliciting say-on-pay advisory votes on the compensation of the Company's named executive officers, the next scheduled say-on-pay vote will be at the 2027 Annual Meeting of Stockholders.

Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF

THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

AS DISCLOSED IN THIS PROXY STATEMENT.

PROPOSAL 3

 

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 and has further directed that management submit the selection for ratification by the stockholders at the Annual Meeting. Deloitte & Touche LLP has audited our financial statements since 2019. Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm. However, the Board is submitting the selection of Deloitte & Touche LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the Company and our stockholders.

Principal Accountant Fees and Services

The following table represents aggregate fees for services rendered relating to the years ended December 31, 2025 and 2024 by Deloitte & Touche LLP, a member firm of Deloitte Touche Tohmatsu Limited, our independent registered public accountant:

All fees described above were pre-approved by the Audit Committee.

During the year ended December 31, 2025, all hours expended on our financial audit were provided by Deloitte & Touche LLP and the member firms of Deloitte Touche Tohmatsu Limited.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm, Deloitte & Touche LLP. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee's approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee's members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

The Audit Committee has determined that the rendering of non-audit services by Deloitte & Touche LLP is compatible with maintaining the principal accountant's independence.

Required Vote

The affirmative vote of the holders of a majority of the shares present virtually or represented by proxy and entitled to vote on the matter at the Annual Meeting will be required to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE

SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026.

REPORT OF THE AUDIT COMMITTEE

The information contained in the following report of our Audit Committee is not considered to be "soliciting material," "filed" or incorporated by reference in any past or future filing by us under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), unless and only to the extent that we specifically incorporate it by reference.

The Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 2025 with management of the Company. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants' communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm the accounting firm's independence. Based on the foregoing, the Audit Committee has recommended to the Board that the audited financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Submitted by the Audit Committee

Michael Holder (Chair)

Jack Ball

Deborah Neff

EXECUTIVE OFFICERS

The following table sets forth information for our executive officers as of April 13, 2026:

The executive officers serve at the discretion of our Board. There is no family relationship between any of our directors or executive officers and any of our other directors or executive officers.

For information regarding Drs. Jiang and Yan, please refer to Proposal No. 1, "Election of Directors," above.

William McCombe has served as our Chief Financial Officer since March 2024. Prior to joining our company, Mr. McCombe served as Chief Financial Officer at Velo3D Inc., a metal 3D printing systems company, from August 2020 to September 2023 and as a member of its board of directors from August 2020 to November 2023, and as Chief Financial Officer at HZO, Inc., a nano coatings company, from 2018 to 2020. Mr. McCombe also previously served as Chief Financial Officer at Maxar Technologies Inc., a satellite and space imaging company, from 2016 to 2018. Prior to that, Mr. McCombe served as Managing Director, Mergers and Acquisitions, at Bank of America Merrill Lynch and Morgan Stanley. Mr. McCombe holds an M.B.A. from Columbia University Graduate School of Business and a Bachelor of Laws and Commerce from the University of Melbourne.

Valerie Barnett has served as our Chief Legal Officer since February 2024 and Corporate Secretary since April 2021. Ms. Barnett served as our General Counsel from January 2021 to February 2024. Prior to joining our company, Ms. Barnett served as Vice President, Legal and Corporate Secretary at Dermira, Inc., a biopharmaceutical company focused on dermatologic diseases, from 2015 to 2020 until its acquisition by Eli Lilly and Company. Ms. Barnett also served as Associate General Counsel at Fluidigm Corporation (now known as Standard BioTools Inc.), a biotechnology tools company, from 2011 to 2015. Prior to that, Ms. Barnett practiced law as a corporate and securities attorney at Wilson Sonsini Goodrich & Rosati. Ms. Barnett holds a B.A. in Political Science from the University of California, Irvine and a J.D. from Cornell Law School.

Philippe Busque, Ph.D. has served as our Senior Vice President, Global Sales and Services since August 2023. Prior to his current role, Dr. Busque was our Acting General Manager for EMEA from March 2023 to August 2023. From November 2015 to March 2023, Dr. Busque served as the General Manager of various operating units at Abbott Diabetes Inc., a subsidiary of Abbott Laboratories, a healthcare company, and Johnson & Johnson Inc., a healthcare company. Dr. Busque also previously served as Vice President, Global Sales and Marketing of Sony Biotechnology Inc., a biotechnology company, from 2012 to 2015 and in multiple roles at BD Biosciences from 1998 to 2012, including as Vice President, Sales, Service, Customer Service. Dr. Busque holds a B.Sc. in Biology, M.Sc. in Microbiology and Ph.D. in Immunology from Universite de Montreal.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 31, 2026 (except as otherwise noted), by:

We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares of common stock that they beneficially owned, subject to applicable community property laws.

Applicable percentage ownership is based on 129,142,587 shares of common stock outstanding as of March 31, 2026. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of common stock subject to options held by that person or entity that are currently exercisable or that will become exercisable within 60 days of March 31, 2026. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each of the individuals and entities that own five percent (5%) or more of our common stock listed in the table below is c/o Cytek Biosciences, Inc., 47215 Lakeview Boulevard, Fremont, California 94538.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

This section describes our compensation program for our executive officers and specifically how it applied to our named executive officers for 2025. Such arrangements are further detailed in the Summary Compensation Table and other compensation tables included in this proxy statement. The discussion focuses on our executive compensation policies, decisions made by our Compensation Committee or our Board and the most important factors relevant to an analysis of these policies and decisions. We address why we believe our compensation program is appropriate for us and our stockholders and explain how executive compensation is determined.

Our named executive officers for the fiscal year ended December 31, 2025 were as follows:

We refer to these individuals in this proxy statement as our "named executive officers."

Consideration of the 2025 "Say-on-Pay" Vote

At our 2025 Annual Meeting, our stockholders approved the advisory resolution on our named executive officer compensation (the "Say-on-Pay" proposal) with over 93.1% of the votes cast voting in favor of the resolution. We take the views of our stockholders seriously, and we believe that this vote result demonstrates that our stockholders are generally in favor of our executive compensation program. At our 2023 Annual Meeting, our stockholders also expressed an overwhelming preference for an annual "Say-on-Pay" vote, with over 99.5% of votes cast being in favor of this frequency, and as such we will be holding our next "Say-on-Pay" vote at our 2027 Annual Meeting.

Objectives and Principles of Our Executive Compensation Program

The primary goal of our executive compensation program is to ensure that we attract, hire and retain talented and experienced executive officers who are motivated to achieve or exceed our corporate goals. We seek to incentivize our executive officers to achieve our short- and long-term goals and fairly reward our executive officers for our corporate performance, reinforcing accountability. In determining the form and amount of compensation payable to our executive officers, we are guided by the following objectives and principles:

Role of the Compensation Committee and Executive Officers in Setting Executive Compensation

The Compensation Committee has principal responsibility for reviewing our executive compensation structure, evaluating performance by our executive officers relative to our corporate goals and approving executive compensation. Members of the Compensation Committee are appointed by our Board. Our Compensation Committee consists of Jack Ball (Chair), Michael Holder and Vera Imper. Following the Annual Meeting, Mr. Ball will no longer

serve on the Board or the Compensation Committee, Mr. Holder will serve as Chair of the Compensation Committee, and Dr. Chin will serve as a member of the Compensation Committee. All of the members of the Compensation Committee and Dr. Chin are independent under applicable SEC and Nasdaq standards and are "outside directors" under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). Our Compensation Committee held four meetings during 2025.

Our Compensation Committee has the authority and responsibility to determine all aspects of executive compensation packages for executive officers, including our Chief Executive Officer. To determine each executive officer's compensation, the Compensation Committee examines compensation on a role-specific basis as well as positions at a similar level and for the executive team overall. Our Compensation Committee also reviews our corporate financial performance and financial condition. Our Chief Executive Officer meets with the Compensation Committee to discuss executive compensation matters and to make recommendations to the Compensation Committee with respect to other executive officers. The Compensation Committee may modify individual compensation components for executive officers and is not bound to accept the Chief Executive Officer's recommendations. The Compensation Committee may take into account the recommendations of the Board (or any member thereof) with respect to compensation of our executive officers. Our Chief Executive Officer does not participate in, and is not present during, any deliberations or determinations of the Compensation Committee regarding his compensation or individual performance evaluation and objectives.

Compensation Committee Processes and Procedures

Typically, the Compensation Committee meets quarterly and with greater frequency if necessary. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with the appropriate members of the Compensation Committee, our Chief Executive Officer, our Chief Legal Officer and our Chief People Officer, as needed. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings.

The Compensation Committee generally makes adjustments to annual compensation, determines bonus and equity awards and establishes new performance objectives at one or more meetings held during the first quarter of the year. However, the Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year. Evaluation of the performance of our Chief Executive Officer is conducted by the Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted.

Our Compensation Committee also evaluates risk as it relates to our compensation programs, including our executive compensation program. Our Compensation Committee does not believe that our compensation programs encourage excessive or inappropriate risk taking.

Role of Independent Compensation Consultant

The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising the Compensation Committee. In particular, the Compensation Committee has the authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant's reasonable fees and other retention terms. Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the compensation committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and Nasdaq, that bear upon the adviser's independence; however, there is no requirement that any adviser be independent.

For fiscal year 2025, our Compensation Committee directly engaged Meridian Compensation Partners, LLC ("Meridian") as its compensation consultant to review our executive compensation program, assess the competitiveness of such program and advise our Compensation Committee on matters related to 2025 executive compensation. The only other services that Meridian performed for our Compensation Committee in 2025 was to provide certain advisory services on our non-executive equity compensation program, our non-employee director compensation program, and related corporate governance matters. We were billed approximately $83,010 for services rendered by Meridian to our Compensation Committee in 2025, and Meridian has not provided us or our

Compensation Committee with any other services for the same period. The Compensation Committee determined that Meridian was an independent compensation advisor to the Compensation Committee for 2025, including for purposes of the Dodd-Frank Act and other applicable SEC and Nasdaq regulations.

Among other activities, Meridian:

Peer Group Companies

As directed by our Compensation Committee, in connection with its analysis for 2025 executive compensation, Meridian reviewed executive compensation data of publicly traded companies in the life sciences/medical device industries (the "2025 Meridian peer survey"). These companies were selected based on the following metrics: revenues between approximately $100 million and $600 million (approximately 0.5x to 3x the Company's trailing twelve months revenue of $198 million at the time of assessment), market capitalization between approximately $200 million and $2 billion (approximately 0.33x to 3x the Company's 30-day average market capitalization of $674 million at the time of assessment), and U.S.-based headquarters with an emphasis on companies based in California or the West Coast.

The Compensation Committee then reviewed and approved the composition of the peer group companies to ensure that the companies were relevant for comparative purposes. The companies approved by our Compensation Committee for 2025 executive compensation analyses (the "peer group companies") were:

Scope of 2025 Meridian Peer Survey

In connection with the 2025 Meridian peer survey, Meridian gathered and analyzed compensation data of our peer group companies as points for comparison with our executive compensation practices. The 2025 Meridian peer survey commenced in the fourth quarter of 2024 and was presented to our Compensation Committee and Board in February 2025.

Elements of Executive Compensation

The Compensation Committee utilizes market data, including information regarding peer group companies and market survey data provided by Meridian, as data points in determining the appropriate components of and overall compensation for our executive officers. The determination of our Compensation Committee as to the appropriate use and weight of each component of executive compensation is subjective, based on its views of the relative importance of each component in meeting our overall objectives. Except as described herein, our Compensation Committee has not adopted any formal or informal policies or guidelines for allocating compensation between cash and non-cash compensation, among different forms of non-cash compensation, or with respect to long-term and short-term performance.

The primary components of our executive compensation program are cash compensation, composed of base salary and an annual cash bonus, and long-term equity incentive awards. For 2025, the Compensation Committee targeted total compensation for our executive officers at the 50^th to 75^th percentile of peer group companies, with cash compensation targeted at the 50^th percentile of our peer group companies and long-term equity-based incentive compensation targeted between the 50^th and 75^th percentiles of our peer group companies, with any individual

executive officer potentially falling above or below this range due to the executive's individual contribution, scope of responsibilities, level of experience and tenure with our company. In addition, our executive officers also participate in our severance benefit plan and are eligible to receive health and other benefits that are generally available to all employees.

Cash Compensation

Base Salary. We pay an annual base salary to each of our executive officers in order to attract and retain executive talent and provide them with a fixed rate of cash compensation during the year. In determining 2025 base salaries for our executive officers, the Compensation Committee considered salaries at peer group companies for similar executive-level positions and other market data. Based on this information, other than with respect to Dr. Yan, our named executive officers' annual base salaries were below the 50^th percentile. Accordingly, in 2025, the Compensation Committee adjusted the annual base salary of our named executive officers, other than Dr. Yan, in an effort to align base salary closer to the targeted 50^th percentile of the peer group companies. The Compensation Committee approved the 2025 base salaries of our named executive officers in February 2025, to be effective as of January 1, 2025.

A summary of the 2025 base salaries for our named executive officers, on an annualized basis, and a comparison to 2024 base salaries for our named executive officers who were also named executive officers in 2024, is set forth below:

Cash Incentive Bonus Plan. Our executive officers are eligible to receive performance-based cash bonuses, which are designed to provide appropriate incentives to achieve defined performance goals. In contrast to the longer term incentives of equity incentive awards, the annual cash incentive bonus is designed to ensure that our executive officers are focused on our near-term performance and on working together to achieve specific key corporate goals identified by our Board for the applicable year. The cash incentive bonus each executive officer actually receives is generally based on the extent to which we achieve the annual corporate goals that our Board or Compensation Committee establishes. The Compensation Committee reviews our performance and determines the actual bonus payout to be awarded to each of our executive officers on an annual basis. The actual cash incentive bonus paid, if any, is calculated by multiplying the executive officer's annual base salary, target bonus percentage and percentage achievement of the annual corporate goals, which may be adjusted upwards or downwards based upon the executive's individual performance and contribution during the year.

2025 Target Bonuses. In determining 2025 target bonuses for our named executive officers, the Compensation Committee considered target bonuses at peer group companies for similar executive-level positions and other market data. Based on this information, other than with respect to Mr. McCombe, our named executive officers' target bonus percentages were at approximately the 50^th percentile. Accordingly, the Compensation Committee did not adjust the target bonus percentages of the named executive officers for 2025 other than Mr. McCombe's target bonus percentage, which was increased to bring him closer to the targeted 50^th percentile of the peer group companies. The Compensation Committee approved the 2025 target bonuses of our named executive officers in February 2025.

A summary of the 2024 and 2025 target bonus for our named executive officers based on a specified percentage of base salary is set forth below:

2025 Corporate Goals. Our Compensation Committee approved our 2025 corporate goals, which included corporate goals relating to the achievement of (1) a specified 2025 revenue target (the "Revenue Goal") and (2) a specified 2025 adjusted EBITDA target (the "A-EBITDA Goal"). For our named executive officers other than Dr. Busque, the weighting of the Revenue Goal was 70% and the weighting of the A-EBITDA Goal was 30%. For Dr. Busque, the weighting of the Revenue Goal was 75% and the weighting of the A-EBITDA Goal was 25%. We define adjusted EBITDA as net income adjusted for depreciation and amortization, provision (benefit) for tax, interest income and expense, foreign currency exchange loss, stock-based compensation and certain non-recurring expenses. The Compensation Committee believed that each of these goals would require a high level of executive officer performance in order to be achieved. The 2025 bonus plan provided that 2025 revenue must exceed revenue attained in 2024 to receive any payout under the 2025 bonus plan. An individual's bonus amount could also be adjusted based upon 2025 individual performance. The maximum payout under the 2025 bonus plan was set at 110% of the target bonus.

2025 Performance. In February 2026, our Compensation Committee reviewed our performance in 2025 relative to the corporate goals identified above. The Compensation Committee determined that 2025 revenue exceeded 2024 revenue and that the Company had achieved 96.8% of the Revenue Goal and 35.3% of the A-EBITDA Goal. Accordingly, the Compensation Committee approved a 2025 bonus achievement level of 78.4% for our executive officers other than Dr. Busque (96.8% Revenue Goal achievement multiplied by Revenue Goal weighting of 70% plus 35.3% A-EBITDA Goal achievement multiplied by A-EBITDA Goal weighting of 30%). The Compensation Committee approved a 2025 bonus achievement of 81.4% for Dr. Busque (96.8% Revenue Goal achievement multiplied by Revenue Goal weighting of 75% plus 35.3% A-EBITDA Goal achievement multiplied by A-EBITDA Goal weighting of 25%).

2025 Bonus Payments. A summary of the 2025 bonuses paid to our named executive officers are set forth below:

Long-Term Equity Incentive Awards

In addition to cash compensation, our executive compensation program includes long-term equity incentive awards. We believe that equity awards are an effective means of closely aligning the interests of executive officers and stockholders, rewarding executive officers for the company's success over the long term and providing executive officers an incentive to remain with us as their equity awards vest. We have historically granted equity awards to new executive officers upon the commencement of their employment and consider additional grants to existing executive officers annually, based on our overall corporate performance, individual performance, the equity award practices of peer group companies, the executive officers' existing equity grants and equity holdings.

Grants of Equity Awards to Named Executive Officers in 2025

Equity grants to our named executive officers in 2025 consisted of a mix of stock options and RSUs.

Stock Options. Because our executive officers are awarded stock options with an exercise price equal to 100% of the fair market value of our common stock on the date of grant, stock options will have value to our executive officers only if the market price of our common stock increases after the date of grant, creating a direct, meaningful link between stockholder value and the equity component of an executive officer's individual compensation. Upon hiring an executive officer, the initial grant of stock options typically will vest over four years at a rate of 25% of the shares subject to the option vesting after one year, with the remaining 75% of the shares vesting and becoming exercisable ratably over the following 36 months. The options have a maximum term of up to 10 years from the date of grant, subject to earlier expiration following the cessation of a named executive officer's continuous service. Annual refresh grants of stock options to our executive officers, when granted, typically vest ratably monthly over a four-year period. All grants are subject to the general terms of the applicable plan and the applicable form of stock option award agreement thereunder.

Restricted Stock Units. Our Compensation Committee has determined that it is also appropriate to grant RSUs for both employees and executive officers based upon several factors, including the competitive dynamics of the markets in which we recruit, the fact that most of our larger competitors were offering "full value" awards in the form of RSUs, and the more favorable dilutive impact of RSUs relative to stock option grants. To remain competitive in our market while furthering our executive compensation principles of directly linking executive compensation to our corporate performance, reinforcing our executive officers' long-term interest in our overall performance and aligning the interests of our executive officers with the interests of our stockholders, our Compensation Committee determined that 2025 annual refresh equity awards would be granted to executive officers with 50% of the value of the award composed of stock options and 50% of the value of the award composed of RSUs. Upon hiring an executive officer, the initial grant of RSUs typically will vest over four years at a rate of 25% of the RSUs vesting after one year, and 1/16 of the RSUs vesting each quarter thereafter. Annual refresh grants of RSUs to our executive officers, when granted, typically are granted in the first quarter of the year and vest at a rate of approximately 1/16 of the RSUs on a quarterly basis. All grants are subject to the general terms of the applicable plan and the applicable form of RSU award agreement thereunder.

2025 Equity Grants. As a part of the 2025 Meridian peer survey, Meridian provided the Compensation Committee with information on the equity compensation practices of the peer group companies and other market data, and assisted our Compensation Committee in developing 2025 equity grant guidelines for our executive officers, targeting between the 50^th and the 75^th percentiles of the peer group companies. Based on the information provided by Meridian and the considerations described above, our Compensation Committee approved stock option and RSU awards to our then-serving named executive officers in February 2025, which were effectively granted on March 4, 2025 after the conclusion of our trading blackout period.

The target value of the equity awards granted to our named executive officers in 2025 is set forth below:

The specific vesting terms of each named executive officer's equity awards outstanding as of December 31, 2025 are described below under "-Outstanding Equity Awards at December 31, 2025."

Employment Agreements and Offer Letters

Each of our named executive officers has executed our standard confidential information and invention agreement. Of our named executive officers, Ms. Barnett, Dr. Busque, and Mr. McCombe entered into a formal offer letter setting forth the terms and conditions of employment, including annual base salary, target bonus and equity awards as of their respective hire dates. The 2025 levels of annual base salary and target bonus, as well as equity awards provided to our named executive officers, are set forth in the tables in this section.

Severance Benefit Plan

In July 2021, we adopted an amended and restated Severance Benefit Plan ("Severance Plan") to provide specified severance benefits to eligible executives, including our named executive officers. In early 2024, Meridian gathered and analyzed compensation data of our peer group companies relating to severance and change-in-control benefits (the "Meridian severance survey"). The Meridian severance survey concluded that the cash severance benefits for C-level executives were misaligned with the market practice because the Severance Plan did not differentiate between plan participants below the Chief Executive Officer level. The Meridian severance survey recommended adjustments to the benefits provided under the Severance Plan for our Chief Executive Officer and other C-level executives. In February 2024, the Compensation Committee reviewed the terms of the Severance Plan and the Meridian severance survey and approved amendments to the Severance Plan.

As amended in February 2024, the Severance Plan provides that if the employment of a "covered employee" is terminated by us without "cause" outside the period beginning three months prior to the date of a "change in control" and ending on the one-year anniversary of the change in control (the "change in control period") (as such terms are defined in the Severance Plan), the covered employee will receive severance benefits, subject to signing and not revoking a release:

If, during the change in control period, a covered employee's employment with us is terminated either (1) by us without "cause" or (2) by the covered employee for "good reason" (as such terms are defined in the Severance Plan), the covered employee will receive the following benefits, subject to signing and not revoking a release:

Please see the section below titled "Payments in Connection with a Termination or Change in Control" for additional information.

Employee Benefits

All of our named executive officers are eligible to participate in our employee benefit plans, including our paid time off, medical, dental, vision, life, disability and accidental death and dismemberment insurance plans, in each case on the same basis as all of our other employees.

401(k) Retirement Savings Plan

We currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. We have the ability to make matching and discretionary contributions to the 401(k) plan. Currently, we make matching contributions or discretionary contributions to the 401(k) plan up to a maximum of 4.5% of an eligible employee's annual compensation. The 401(k) plan is intended to qualify as a tax-qualified retirement plan under the Code. Our named executive officers are eligible to participate in the 401(k) plan on the same basis as our other employees and defer a portion of their compensation, within prescribed limits, on a pre-tax basis through payroll contributions to the 401(k) plan.

Stock Ownership Guidelines

In September 2025, the Board adopted stock ownership guidelines for our non-employee directors, Chief Executive Officer, and other Section 16 officers (collectively, the "Covered Individuals"). The Board believes that stock ownership guidelines help align the interests of our non-employee directors and executives with those of our stockholders and may act as a risk mitigation device.

Under the guidelines, (i) our Chief Executive Officer is required to own "Eligible Shares" (defined below) in an amount equal to 6x his annual base salary; (ii) our other Section 16 officers are required to own Eligible Shares in an amount equal to 3x their annual base salary; and (iii) our non-employee directors are required to own Eligible Shares in an amount equal to 4x their annual cash retainer (not including committee chair or membership retainer). In the event a Covered Individual holds more than one title, such Covered Individual is expected to satisfy the highest applicable ownership guideline for all applicable titles.

For these purposes, "Eligible Shares" include shares held by the Covered Individual directly or indirectly, including vested shares under any deferred compensation plan, unvested full value awards (e.g., time-based restricted stock and RSUs); shares held in Company benefit plans (such as a 401(k) program); and deferred awards that are no longer forfeitable. Eligible Shares do not include any unexercised stock options (whether vested or unvested) or unearned performance shares (or any in-the-money portion of stock options).

Each Covered Individual has until the later of December 31, 2030 or the end of the calendar year that is five years from the date that the Covered Individual became subject to the guidelines to achieve the minimum ownership requirements. In the event that any Covered Individual fails to satisfy the minimum requirements, our Board will have the discretion to take a number of actions as it determines appropriate, including prohibiting the Covered Individual from selling any shares acquired through the vesting or the exercise of equity awards, other than shares needed to pay applicable taxes and exercise prices, until the minimum requirements of the guidelines are met.

Clawback Policy

As a public company, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, the Chief Executive Officer and Chief Financial Officer may be legally required to reimburse our Company for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of Section 304 of the Sarbanes-Oxley Act of 2002, as amended. Additionally, we have adopted an Incentive Compensation Recoupment Policy that complies with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act and related listing standards.

Tax and Accounting Implications

Under Section 162(m) of the Internal Revenue Code ("Section 162(m)"), compensation paid to each of our "covered employees" that exceeds $1 million per taxable year is generally non-deductible. Although our Compensation Committee will continue to consider tax implications as one factor in determining executive compensation, it also looks at other factors in making its decisions and retains the flexibility to provide compensation for our executive officers, including our named executive officers, in a manner consistent with the goals of our executive compensation program and the best interests of the Company and its stockholders, which may include providing for compensation that is not deductible by us due to the deduction limit under Section 162(m).

Under ASC Topic 718, we are required to estimate and record an expense for each award of equity compensation over the vesting period of the award. We record share-based compensation expense on an ongoing basis according to ASC Topic 718.

REPORT OF THE COMPENSATION COMMITTEE

The information contained in the following report of our Compensation Committee is not considered to be "soliciting material," "filed" or incorporated by reference in any past or future filing by us under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, unless and only to the extent that we specifically incorporate it by reference.

The Compensation Committee oversees our compensation policies, plans and benefit programs. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Compensation Committee has recommended to the Board that the "Compensation Discussion and Analysis" be included in this proxy statement.

Submitted by the Compensation Committee

Jack Ball (Chair)

Michael Holder

Vera Imper

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following table shows for the years ended December 31, 2025, 2024 and 2023, compensation awarded to, paid to or earned by our named executive officers for the applicable years:

2025 Grants of Plan-Based Awards

The following table presents information concerning plan-based awards granted to the named executive officers in 2025:

2025 Option Exercises and Stock Vested

The following table provides additional information about the value realized by the named executive officers on option award exercises and the vesting of RSU awards during 2025:

Outstanding Equity Awards at December 31, 2025

The following table presents the outstanding equity incentive plan awards held by each named executive officer as of December 31, 2025: