Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In order to achieve a more equal balance of director membership among the three classes of the Board of Directors ("Board") of Sana Biotechnology, Inc. (the "Company") in accordance with the Company's Amended and Restated Certificate of Incorporation ("Certificate of Incorporation"), the Board determined that one of its Class I directors (with a term expiring at the Company's 2028 annual meeting of stockholders) should be reclassified to a Class III director (with a term expiring at the Company's 2027 annual meeting of stockholders). Accordingly, on April 22, 2026, contingent upon and effective as of immediately prior to his re-appointment to the Board as a Class III director, Steven D. Harr, M.D., tendered his resignation from his position as a Class I director to the Board, and on the same date, the Board accepted such resignation and immediately re-appointed him as a Class III director. The foregoing actions were effected solely to rebalance the Board classes in order to comply with the Certificate of Incorporation, and Dr. Harr's service on the Board is deemed to have continued uninterrupted. The Board now consists of three directors in each of Class I, II, and III.

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