DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.)


Filed by the Registrant	☒	Filed by a Party other than the Registrant	☐


Check the appropriate box:
☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

ANAPTYSBIO, INC.

(Name of Registrant as Specified In Its Charter)

N/A

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

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


☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

June 29, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of AnaptysBio, Inc. (“AnaptysBio”) to be held at AnaptysBio’s corporate office at 10770 Wateridge Circle, Suite 210, San Diego, CA 92121, on Tuesday, August 11, 2026 at 9:00 a.m. (Pacific Time).

The Securities and Exchange Commission rules allow companies to furnish proxy materials to stockholders over the Internet. We have elected to do so, thus reducing the environmental impact and lowering the costs of printing and distributing proxy materials without impacting your timely access to this important information. On or about June 29, 2026, we expect to mail to stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement for our 2026 Annual Meeting of Stockholders and our Annual Report on Form 10-K for the year ended December 31, 2025 to stockholders. The Notice of Internet Availability of Proxy Materials also provides instructions on how to vote through the Internet or by telephone and includes instructions on how to receive paper copies of the proxy materials by mail, if desired.

The matters to be acted upon at the meeting are described in the accompanying notice of annual meeting and proxy statement.

Your vote is important.

Whether or not you plan to attend the meeting in person, please vote on the Internet or by telephone, or request, sign and return a proxy card to ensure that your shares are represented at the meeting.

      Sincerely,

     

      Daniel Faga

     

      President and Chief Executive Officer

     

ANAPTYSBIO, INC.

10770 Wateridge Circle, Suite 210

San Diego, California 92121

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held Tuesday, August 11, 2026

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders of AnaptysBio, Inc. (“AnaptysBio”) will be held at AnaptysBio’s corporate office at 10770 Wateridge Circle, Suite 210, San Diego, California 92121, on Tuesday, August 11, 2026 at 9:00 a.m. (Pacific Time).

We are holding the meeting for the following purposes, which are more fully described in the accompanying proxy statement:

To elect two Class III directors, each to serve three-year terms through the third annual meeting of stockholders following this meeting and until a successor has been elected and qualified or until earlier resignation or removal.

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2027.

To conduct a non-binding advisory vote on the compensation of our named executive officers as disclosed in the accompanying materials.

To approve an amendment to our 2017 Equity Incentive Plan.

In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

Only stockholders of record at the close of business on June 22, 2026 are entitled to notice of, and to vote at, the meeting and any adjournments thereof. For ten days prior to the meeting, a complete list of the stockholders entitled to vote at the meeting will be available for examination by any stockholder for any purpose relating to the meeting during ordinary business hours at our headquarters.

Your vote as an AnaptysBio stockholder is very important. Each share of stock that you own represents one vote.

Whether or not you expect to attend the meeting, we encourage you to read the proxy statement and vote through the Internet or by telephone, or request, sign and return your proxy card as soon as possible, so that your shares may be represented at the meeting. For specific instructions on how to vote your shares, please refer to the section entitled “General Information About the Meeting” in the proxy statement and the instructions on the Notice of Internet Availability of Proxy Materials. Only stockholders entitled to vote, or their duly authorized representatives, are entitled to attend the meeting. If you intend to attend the meeting in person, you must email info@anaptysbio.com no later than 5:00 p.m. on August 4, 2026 to confirm your attendance.

     By Order of the Board of Directors,

    

     John Orwin

    

     Chairman of the Board of Directors

    

     San Diego, California

    

     June 29, 2026

    

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on August 11, 2026: The Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at http://ir.anaptysbio.com.

ANAPTYSBIO, INC.

PROXY STATEMENT FOR 2026 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS


INFORMATION ABOUT SOLICITATION AND VOTING	1
INTERNET AVAILABILITY OF PROXY MATERIALS	1
GENERAL INFORMATION ABOUT THE MEETING	1
GENERAL PROXY INFORMATION	2
CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE	5
PROPOSAL NO. 1 ELECTION OF CLASS III DIRECTORS	10
PROPOSAL NO. 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	15
PROPOSAL NO. 3 NON-BINDING ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	17
PROPOSAL NO. 4 APPROVE AMENDMENT TO OUR 2017 EQUITY INCENTIVE PLAN	18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	26
EXECUTIVE OFFICERS	28
EXECUTIVE COMPENSATION	29
EQUITY COMPENSATION PLAN INFORMATION	45
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS	46
ADDITIONAL INFORMATION	47
OTHER MATTERS	49
ANNEX A - 2017 EQUITY INCENTIVE PLAN	50
ANNEX B - AMENDMENT NO. 1 TO 2017 EQUITY INCENTIVE PLAN	69

ANAPTYSBIO, INC.

10770 Wateridge Circle, Suite 210

San Diego, California 92121

PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held Tuesday, August 11, 2026

INFORMATION ABOUT SOLICITATION AND VOTING

The accompanying proxy is solicited on behalf of AnaptysBio, Inc.’s (“AnaptysBio”) board of directors (“Board”) for use at AnaptysBio’s 2026 Annual Meeting of Stockholders (“Annual Meeting”) to be held at AnaptysBio’s corporate office at 10770 Wateridge Circle, Suite 210, San Diego, California 92121, on Tuesday, August 11, 2026 at 9:00 a.m. (Pacific Time), and any adj