UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the 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 Under §240.14a-12

NKARTA, INC.

(Name of Registrant as Specified In Its Charter)

Not applicable

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

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

☒ No fee required

☐ Fee paid previously with preliminary materials.

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

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	NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Wednesday, June 10, 2026

1:00 p.m. Pacific Time


HOW TO PARTICIPATE:			Our annual meeting will be a completely virtual meeting of stockholders. To participate, vote or submit questions during the annual meeting via live audio webcast, please visit: www.virtualshareholdermeeting.com/NKTX2026. You will not be able to attend the annual meeting in person.
ITEMS OF BUSINESS:			(1) Elect the two Class III directors named in the accompanying Proxy Statement to serve until the Company’s 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified;
			(2) Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026;
			(3) Approve, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers;
			(4) Approve, on a non-binding, advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers; and
			(5) Transact such other business as may properly come before the meeting or any postponements or adjournments thereof.
WHO MAY VOTE:			Stockholders of record at the close of business on April 17, 2026.
STOCKHOLDER LIST:			A list of stockholders as of the record date for the annual meeting may be accessed during the virtual annual meeting at www.virtualshareholdermeeting.com/NKTX2026 by using the control number on your Notice of Internet Availability of Proxy Materials, or on your proxy card or voting instruction form that accompanied your proxy materials.

Your vote is important to us. Whether or not you expect to attend the annual meeting via live audio webcast, please submit a proxy or voting instructions as soon as possible to instruct how your shares are to be voted at the annual meeting. If you participate in and vote your shares at the annual meeting, your proxy will not be used.

By Order of the Board of Directors,

Paul J. Hastings

Chief Executive Officer

April 23, 2026

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	TABLE OF CONTENTS


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Important Notice Regarding Internet Availability of Proxy Materials			1
Meeting Information			2
Proposal 1 — Election of Directors			3
Corporate Governance			9
Executive Officers of the Company			22
Executive Compensation			24
Summary Compensation Table - Fiscal Years 2024-2025			25
Outstanding Equity Awards as of December 31, 2025			26
2025 Equity Grants			28
Non-Equity Incentive Plan Compensation			30
Executive Employment and Severance Agreements			30
Equity Incentive Plan Information			31
Defined Contribution Plans			31
Compensation Committee Interlocks and Insider Participation			34
Director Compensation			34
Security Ownership of Certain Beneficial Owners and Management			37
Report of Audit Committee			40
Proposal 2 — Ratification of Independent Registered Public Accounting Firm			41
Proposal 3 — Advisory Approval of Compensation for Named Executive Officers			43
Proposal 4 — Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation			44
Transactions with Related Persons			45
Proposals of Stockholders and Director Nominations for 2027 Annual Meeting			47
Other Matters			48
Annual Report to Stockholders			48
Questions and Answers About the Proxy Materials and Annual Meeting			49

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1150 Veterans Boulevard

South San Francisco, CA


	PROXY STATEMENT

Annual Meeting of Stockholders

To Be Held June 10, 2026

Our Board of Directors is soliciting your proxy for the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Wednesday, June 10, 2026, at 1:00 p.m. Pacific Time, and at any and all postponements or adjournments of the Annual Meeting, for the purposes set forth in the Notice of Annual Meeting of Stockholders accompanying this Proxy Statement. This Proxy Statement and our 2025 Annual Report to stockholders for the year ended December 31, 2025 (the “2025 Annual Report”) are first being made available to stockholders on or about April 23, 2026.

We will be hosting the Annual Meeting via live audio webcast on the Internet. Any stockholder can listen to and participate in the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/NKTX2026. Stockholders may vote and ask questions while connected to the Annual Meeting on the Internet.

You will not be able to attend the Annual Meeting in person.

Unless the context otherwise requires, references in this Proxy Statement to “Company,” “we,” “our,” “us,” and similar terms refer to Nkarta, Inc., a Delaware corporation.


	IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS This Proxy Statement and our 2025 Annual Report are available on the Internet at www.proxyvote.com. These materials are also available on our corporate website at https://ir.nkartatx.com/. The other information on our corporate website does not constitute part of this Proxy Statement.

NKARTA, INC.

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	MEETING INFORMATION

Annual Meeting of Stockholders



TIME AND DATE 1:00 p.m. Pacific Time on Wednesday, June 10, 2026	PLACE The Annual Meeting will be hosted via live audio webcast on the Internet at www.virtualshareholdermeeting.com/NKTX2026.	RECORD DATE April 17, 2026
Voting Stockholders as of the close of business on the record date are entitled to vote.
Vote by Internet at www.proxyvote.com
Vote during the meeting via the Internet at www.virtualshareholdermeeting.com/NKTX2026.

Voting Matters


PROPOSALS		BOARD RECOMMENDATION
1	Election of Directors	FOR ALL director nominees
2	Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2026	FOR
3	Advisory Approval of the Compensation Paid to the Company's Named Executive Officers	FOR
4	Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company's Named Executive Officers	1 YEAR

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	PROPOSAL 1 — ELECTION OF DIRECTORS


				THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL” OF THE DIRECTOR NOMINEES. UNLESS OTHERWISE INSTRUCTED, THE PROXY HOLDERS WILL VOTE “FOR ALL” THE DIRECTOR NOMINEES ON BEHALF OF STOCKHOLDERS THAT GRANTED A PROXY.

Our Board of Directors (“Board” or “Board of Directors”) is currently comprised of eight directors. Under our amended and restated certificate of incorporation (the “Certificate of Incorporation”), our Board of Directors is divided into three classes, each serving a staggered three-year term and with one class being elected at each year’s annual meeting of stockholders as follows:

•	the Class I directors are Paul Hastings, Angela Thedinga, and George Vratsanos, and their terms will expire at the 2027 annual meeting of stockholders; and

•	the Class II directors are Michael Dybbs, Simeon George, and Leone Patterson, and their terms will expire at the 2028 annual meeting of stockholders; and

•	the Class III directors are Ali Behbahani and Zachary Scheiner, and their terms will expire at the Annual Meeting.

Upon the recommendation of the Nominating and Governance Committee of our Board of Directors, our Board has nominated each of Ali Behbahani and Zachary Scheiner for election to our Board of Directors as Class III directors to serve until the 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified. Proxies may only be voted for the two Class III directors nominated for election at the Annual Meeting.

Each of the director nominees has consented to being named in this Proxy Statement and to serving as a director, if elected. We have no reason to believe that any of the nominees will be unable or unwilling for good cause to serve if elected.

However, if any nominee should become unable for any reason or unwilling for good cause to serve, the proxy holders will vote the proxies received by them for another person nominated as a substitute by the Board of Directors, or the Board of Directors may reduce the number of directors on the Board.

Biographical Descriptions

Set forth below is biographical information about each of our director nominees and continuing directors. The primary experience, qualifications, attributes, and skills of each of our director nominees that led to the conclusion of the Nominating and Governance Committee and the Board of Directors that such nominee should serve as a member of the Board of Directors are also described below.

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PROPOSAL 1 — ELECTION OF DIRECTORS

Nominees for Election as Class III Directors at the Annual Meeting


	ALI BEHBAHANI, M.D., M.B.A.
	Class III Age: 50 Director Since: 2015			POSITION AND BUSINESS EXPERIENCE
				Ali Behbahani, M.D., M.B.A. has served as our Chairman since August 2019, and on our Board of Directors since August 2015. Dr. Behbahani joined New Enterprise Associates, Inc., a venture capital firm, in 2007 and is a Partner and Co-Head of the healthcare team. Dr. Behbahani also currently serves on the board of directors of the following publicly held companies: CRISPR Therapeutics AG (NASDAQ: CRSP) since April 2015; Black Diamond Therapeutics, Inc. (NASDAQ: BDTX) since December 2018; Monte Rosa Therapeutics, Inc. (NASDAQ: GLUE) since April 2020; Korro Bio, Inc. (NASDAQ: KRRO) since August 2019; and Arcellx, Inc. (NASDAQ: ACLX) since February 2015. Dr. Behbahani also serves on the board of directors of several privately held companies. Dr. Behbahani previously served as a member of the board of directors of Adaptimmune Therapeutics plc (NASDAQ: ADAP) from September 2014 to November 2025; CVRx, Inc. (NASDAQ: CVRX) from July 2013 to September 2024; Minerva Surgical Inc. (NASDAQ: UTRS) from May 2011 to January 2024; Genocea Biosciences, Inc. (NASDAQ: GNCA) from February 2018 to May 2022; and Oyster Point Pharma, Inc. (NASDAQ: OYST) from July 2017 to January 2023. Prior to joining New Enterprise Associates, Inc., Dr. Behbahani served as a consultant in business development at The Medicines Company, a pharmaceutical company, a Venture Associate at Morgan Stanley, and as a Healthcare Investment Banking Analyst at Lehman Brothers. Dr. Behbahani received a B.S. in biomedical engineering, electrical engineering, and chemistry from Duke University, an M.D. from the University of Pennsylvania School of Medicine, and an M.B.A. from the Wharton School of the University of Pennsylvania.
				KEY ATTRIBUTES
				We believe that Dr. Behbahani is qualified to serve on our Board of Directors due to his experience in the biopharmaceutical industry, as well as his experience as a member on the boards of directors of multiple companies in the industry.


	ZACHARY SCHEINER, PH.D.
	Class III Age: 49 Director Since: 2020			POSITION AND BUSINESS EXPERIENCE
				Zachary Scheiner, Ph.D. has served on our Board of Directors since February 2020. Dr. Scheiner has been a Partner at RA Capital Management, L.P., a healthcare and biotechnology investment firm, since December 2025, where he joined in April 2015 as an Associate, became an Analyst in April 2017, and a Principal in December 2017. Prior to joining RA Capital, Dr. Scheiner was a science officer at the California Institute for Regenerative Medicine, where he worked from September 2008 to March 2015. Dr. Scheiner has served as a member of the board of directors at Lenz Therapeutics (NASDAQ: LENZ) since November 2020, SpyGlass Pharma (NASDAQ: SPG) since July 2023, and currently serves on the boards of two privately held companies. Dr. Scheiner received his B.S. in molecular biophysics and biochemistry from Yale University in 1997, and his Ph.D. in neurobiology and behavior from the University of Washington in 2007.
				KEY ATTRIBUTES
				We believe that Dr. Scheiner is qualified to serve on our Board of Directors due to his experience in the life sciences industry and his investing experience.

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PROPOSAL 1 — ELECTION OF DIRECTORS

All Other Continuing Directors


	MICHAEL DYBBS, PH.D.
	Class II Age: 51 Director Since: 2019			POSITION AND BUSINESS EXPERIENCE
				Michael Dybbs, Ph.D. has served on our Board of Directors since August 2019. Dr. Dybbs is currently a Partner at Samsara BioCapital, an asset management firm focused on the life sciences industry, where he has worked since March 2017. Previously, Dr. Dybbs was a Partner at New Leaf Venture Partners, L.L.C., where he worked from May 2009 until September 2016. Before joining New Leaf Venture Partners, L.L.C., Dr. Dybbs was a Principal at the Boston Consulting Group. Dr. Dybbs has served on the board of directors of Sutro Biopharma, Inc. (NASDAQ: STRO) since July 2018, Kalaris Therapeutics, Inc (NASDAQ: KLRS) since March 2022, and currently serves on the boards of several privately held companies. Dr. Dybbs previously served on the boards of directors of Dimension Therapeutics, Inc., a publicly traded company acquired by Ultragenyx Pharmaceutical Inc. in 2017, and Versartis, Inc. Dr. Dybbs received an A.B. in biochemical sciences from Harvard College and a Ph.D. in molecular biology from the University of California, Berkeley, where he was awarded a Howard Hughes Medical Institute fellowship.
				KEY ATTRIBUTES
				We believe that Dr. Dybbs is qualified to serve on our Board of Directors due to his experience in the life sciences industry and the venture capital industry, and his leadership and management experience.


	SIMEON GEORGE, M.D., M.B.A.
	Class II Age: 49 Director Since: 2020			POSITION AND BUSINESS EXPERIENCE
				Simeon George, M.D., M.B.A. has served on our Board of Directors since February 2020, and from February 2015 to September 2017. Dr. George is the Chief Executive Officer and Managing Partner of SR One Capital Management, LP, a transatlantic biotech venture capital firm, where he has been employed since September 2020. Previously, Dr. George was the Chief Executive Officer and President of S.R. One, Limited, now called GSK Equity Investments, Limited, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc, where he had been employed since 2007. Dr. George was formerly a consultant at Bain & Company and an investment banker at Goldman Sachs and Merrill Lynch. Dr. George currently serves on the boards of directors of several privately held companies and the following publicly held companies: CRISPR Therapeutics AG (NASDAQ: CRSP) since March 2015 and Design Therapeutics (NASDAQ: DSGN) since February 2020. Dr. George served on the boards of directors of Principia Biopharma Inc., a publicly traded company acquired by Sanofi in 2020, from February 2011 to September 2020; Progyny, Inc. (Nasdaq: PGNY), a health benefits management company, from May 2012 to October 2019; and Turning Point Therapeutics, Inc., a publicly traded company acquired by Bristol-Myers Squibb in 2022, from May 2017 until August 2022. Dr. George received his B.A. in neuroscience from the Johns Hopkins University, where he graduated Phi Beta Kappa. He received an M.D. from the University of Pennsylvania School of Medicine and an M.B.A. (Mayer Scholar) from the Wharton School of the University of Pennsylvania.
				KEY ATTRIBUTES
				We believe that Dr. George is qualified to serve on our Board of Directors due to his experience in the life sciences industry and the venture capital industry, and his leadership and management experience.

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	LEONE PATTERSON, M.B.A.
	Class II Age: 63 Director Since: 2020			POSITION AND BUSINESS EXPERIENCE
				Leone Patterson, M.B.A. has served on our Board of Directors since April 2020. Ms. Patterson most recently served as Executive Vice President and Chief Business and Financial Officer of Zymeworks Inc. (NASDAQ: ZYME), a clinical-stage biotechnology company, until January 2026. Previously, Ms. Patterson was Chief Financial and Business Officer of Tenaya Therapeutics, Inc. (NASDAQ: TNYA), a clinical-stage biotechnology company, from June 2021 to August 2024. Prior to Tenaya, Ms. Patterson held several roles at Adverum Biotechnologies, Inc. (NASDAQ: ADVM) including Chief Financial Officer from June 2016 to May 2018, Chief Executive Officer from May 2018 to June 2020, Director from October 2018 to June 2020, and President from December 2019 to June 2021. Ms. Patterson has held various senior positions at Diadexus, Inc., Transcept Pharmaceuticals, Inc., NetApp, Inc. (NASDAQ: NTAP), Exelixis, Inc. (NASDAQ: EXEL), Novartis AG (NYSE: NVS), Chiron (acquired by Novartis AG), and KPMG. Ms. Patterson has also served on the board of directors of Kalaris Therapeutics (NASDAQ: KLRS) since April 2025. Ms. Patterson previously served on the Oxford Biomedica plc (LSE: OXB) board of directors from April 2023 until December 2024. Ms. Patterson earned a B.S. in business administration and accounting from Chapman University and an Executive M.B.A. from St. Mary’s College. Ms. Patterson is also a Certified Public Accountant (inactive status).
				KEY ATTRIBUTES
				We believe that Ms. Patterson is qualified to serve on our Board of Directors due to her financial expertise and over 20 years of experience in the biotechnology industry, including her leadership and management experience.

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PROPOSAL 1 — ELECTION OF DIRECTORS


	PAUL J. HASTINGS
	Class I Age: 66 Director Since: 2018			POSITION AND BUSINESS EXPERIENCE
				Paul J. Hastings has served as our Chief Executive Officer and a member of our Board of Directors since February 2018 and previously served as our President from February 2018 until July 2024. Prior to that, Mr. Hastings served as the President, Chief Executive Officer, and Director of OncoMed Pharmaceuticals, Inc. from January 2006 until January 2018, a publicly traded, clinical-stage biopharmaceutical company. In August 2013, he was elected chairman of the board of directors of OncoMed and served in that role until January 2018. Prior to joining OncoMed, Mr. Hastings was President, Chief Executive Officer, and Director of QLT, Inc., a publicly traded biotechnology company dedicated to the development and commercialization of innovative ocular products, from February 2002 to September 2006. From 2000 to 2002, Mr. Hastings served as President, Chief Executive Officer, and Director of Axys Pharmaceuticals, Inc., which was acquired by Celera Corporation in 2001. Mr. Hastings was also previously the President of Chiron Biopharmaceuticals, a division of Chiron Corporation, President and Chief Executive Officer of LXR Biotechnology, and he held a variety of management positions of increasing responsibility at Genzyme Corporation, including President of Genzyme Therapeutics Europe and President of Worldwide Therapeutics. Mr. Hastings previously was chair and served on the board of directors of Pacira Biosciences, Inc. (NASDAQ: PCX) until January 2025, ViaCyte, Inc., which was acquired by Vertex Pharmaceuticals in 2022, Proteon Therapeutics, Relypsa, Inc., which was acquired by Galenica in 2016, ViaCell, Inc., which was acquired by Perkin Elmer in 2007, and as chairman of the board of directors of Proteolix, Inc., which was acquired by Onyx Pharmaceuticals in 2009. Mr. Hastings also served as Chair of the Biotechnology Innovation Organization from 2021 to 2023 and is currently a member of its Executive Committee, Emerging Companies Section and Health Section Governing Board. Mr. Hastings currently serves on the board of directors of the following companies: enGene Holdings Inc. (NASDAQ: ENGN), a publicly-traded clinical-stage biotechnology company focused on developing gene therapies and Specific Biologics Inc., a private biotechnology company focused on developing novel gene editing technologies. Mr. Hastings received a B.S. in pharmacy from the University of Rhode Island.
				KEY ATTRIBUTES
				We believe Mr. Hastings is qualified to serve on our Board of Directors due to his extensive experience in the pharmaceutical and biotechnology industries.

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PROPOSAL 1 — ELECTION OF DIRECTORS


	ANGELA THEDINGA, M.B.A., M.P.H.
	Class I Age: 44 Director Since: 2022			POSITION AND BUSINESS EXPERIENCE
				Angela Thedinga, M.B.A., M.P.H. has served on our Board of Directors since March 2022. Ms. Thedinga is the founder and principal consultant for Agenvia, LLC, providing gene therapy consulting services since January 2022. Prior to that, Ms. Thedinga served as Chief Technology Officer of Adverum Biotechnologies, Inc. (NASDAQ: ADVM), a clinical-stage gene therapy company, from February 2020 to October 2021, and VP, Program Management and Strategy from August 2019 to February 2020. Previously, at AveXis, Inc., which was acquired by Novartis, Ms. Thedinga served as VP, Program Management and Chief of Staff from June 2018 to May 2019. Ms. Thedinga also held manufacturing strategy roles at AveXis, Inc., Novartis Vaccines and Diagnostics, and Abbott Laboratories (NYSE: ABT). Ms. Thedinga also served on the Technical Advisory Board for Tenaya Therapeutics, Inc. (NASDAQ: TNYA) from May 2023 to July 2024. Ms. Thedinga earned a B.S. in chemical engineering from the University of Wisconsin - Madison, M.S. in chemical engineering from the Massachusetts Institute of Technology, M.B.A. from the MIT Sloan School of Management, and M.P.H. from the University of North Carolina Chapel Hill.
				KEY ATTRIBUTES
				We believe that Ms. Thedinga is qualified to serve on our Board of Directors due to her experience in the life sciences industry and educational background.


	GEORGE VRATSANOS, M.D., FACR
	Class I Age: 62 Director Since: 2024			POSITION AND BUSINESS EXPERIENCE
				George Vratsanos, M.D., FACR has served on our Board of Directors since June 2024. Dr. Vratsanos has been the President and Chief Executive Officer of Jnana Therapeutics Inc., a privately held clinical-stage biotechnology company, since November 2024, where he joined as Head of Research and Development and Chief Medical Officer in July 2023. Previously, Dr. Vratsanos held several senior leadership roles at Janssen Pharmaceuticals, a pharmaceutical company, including SVP, Translational Science and Medicine, Immunology from September 2018 to July 2023 and Vice President from September 2016 to September 2018. Before joining Janssen Pharmaceuticals, Dr. Vratsanos was the Executive Global Program Head of the Immunology and Dermatology Franchise at Novartis AG (NYSE: NVS) from January 2013 to September 2016 and their Vice President, Autoimmunity Clinical Science Unity Head from November 2011 to January 2013. Dr. Vratsanos previously worked at Roche Pharmaceuticals as a Translational Medicine Leader from August 2009 to November 2011 and at Bristol-Myers Squibb (NYSE: BMY) as a Group Director from 2007 to 2009. Dr. Vratsanos earned a B.S. and M.S. in biomedical engineering from Columbia University, an M.S. in clinical investigation from Vanderbilt University, an M.D. from New York University School of Medicine, and he completed a postdoctoral fellowship in investigative rheumatology/immunobiology at Yale University. Dr. Vratsanos is also a Fellow of the American College of Rheumatology.
				KEY ATTRIBUTES
				We believe that Dr. Vratsanos is qualified to serve on our Board of Directors due to his expertise in immunology and his leadership and management experience.

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	CORPORATE GOVERNANCE

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines to assist the Board in the discharge of its duties and to set forth the Board of Directors’ current views with respect to selected corporate governance matters considered significant to our stockholders. Our Corporate Governance Guidelines direct our Board’s actions with respect to, among other things, our Board composition and director qualifications, responsibilities of directors, director compensation, director orientation and continuing education, succession planning and the Board’s annual performance evaluation. A current copy of our Corporate Governance Guidelines is available at https://ir.nkartatx.com/corporate-governance/governance-overview.

Director Independence

Under the rules of The Nasdaq Stock Market LLC (“Nasdaq”) and our Corporate Governance Guidelines, independent directors must comprise a majority of our Board of Directors. Under the Nasdaq rules, a director will only qualify as an “independent director” if our Board of Directors affirmatively determines that the director, in the opinion of our Board of Directors, does not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our Board of Directors reviewed its composition and the independence of our directors and considered whether any director or director nominee has a relationship with us that could interfere with his or her ability to exercise independent judgment in carrying out his or her responsibilities. In addition, the Nominating and Governance Committee of our Board annually evaluates and recommends to the Board a determination with respect to the independence of each our non-employee directors under the Nasdaq listing standards. As a part of the Nominating and Governance Committee’s evaluation process, and as part of the independence determinations by the Nominating and Governance Committee and the Board, the Nominating and Governance Committee and the Board, as applicable, each consider, in addition to such other factors as they may deem appropriate, each director’s occupation, personal and affiliate transactions with the Company, and other relevant direct and indirect relationships with the Company that may affect independence. Based upon information requested from and provided by each director concerning his or her background, employment, and affiliations, including family relationships, our Board of Directors has determined that each of Drs. Dybbs, George, Behbahani, Scheiner, and Vratsanos and Mses. Patterson and Thedinga is “independent” as that term is defined under the listing standards of the Nasdaq. Mr. Hastings is not an independent director as a result of his position as our Chief Executive Officer.

In making these determinations, our Board of Directors considered the relationships that each non-employee director has with us and all other facts and circumstances our Board of Directors deemed relevant in determining independence, including, without limitation, the affiliation Drs. Dybbs, George, Behbahani, and Scheiner have with entities that own or previously owned more than 5% of our common stock, $0.0001 par value per share (“common stock”).

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CORPORATE GOVERNANCE

Board Leadership Structure

We have no policy requiring either that the positions of the Chairman of the Board and our Chief Executive Officer be separate or that they be occupied by the same individual. Our Board of Directors believes that it is important to retain flexibility to allocate the responsibilities of the offices of the Chairman of the Board and Chief Executive Officer in a way that is in our best interests and the best interests of our stockholders at a given point in time. We currently separate the roles of Chief Executive Officer and Chairman of the Board, and Dr. Behbahani, an independent director, currently serves as Chairman of the Board.

The Board recognizes that the roles of Chief Executive Officer and Chairman of the Board are distinct. While the Chief Executive Officer is responsible for setting our strategic direction and for our day-to-day leadership and performance, the Chairman of the Board provides guidance to the Chief Executive Officer and sets the agenda for, and presides over, meetings of the Board of Directors. The Board believes that participation of the Chief Executive Officer as a director, while keeping the roles of Chief Executive Officer and Chairman of the Board separate, provides the proper balance between independence and management participation at this time.

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CORPORATE GOVERNANCE

The Board’s Role in Risk Oversight

Our Board of Directors, as a whole and through its committees, serves an active role in overseeing the management of risks related to our business. Our officers are responsible for day-to-day risk management activities. The full Board monitors risks through regular reports from each of the committee chairs and is apprised of particular risk management issues in connection with its general oversight and approval of corporate matters. The Board and its committees oversee risks associated with their respective areas of responsibility, as summarized below. Each committee meets with key management personnel and representatives of outside advisers as required.

Our Board of Directors has delegated oversight for specific areas of risk exposure to committees of the Board of Directors as follows:

•

The Audit Committee serves an active role in overseeing the management of a variety of risks, including financial, operational, privacy, security (including cybersecurity), business continuity, legal and regulatory, and reputational risks, as well as risks related to information security, including artificial intelligence. The Audit Committee receives periodic assessments of risk in these areas and meets regularly with the functional leaders within the Company who manage such risks. The Audit Committee assesses management’s plans to monitor, control, and minimize any risk exposure. The Audit Committee is also responsible for primary risk oversight related to our financial reporting, accounting, and internal controls, oversees risks related to our compliance with legal and regulatory requirements, and meets regularly with our internal auditors and our independent registered public accounting firm.

•

The Compensation Committee oversees, among other things, the assessment and management of risks related to our compensation plans, policies and overall philosophy, equity-based incentive plans, and management succession. The Compensation Committee has reviewed the Company’s compensation policies and practices for employees, including executive officers, and determined that such policies and practices are not reasonably likely to have a material adverse effect on the Company.

•	The Nominating and Governance Committee oversees, among other things, the assessment and management of risks related to Board membership and corporate governance matters, as well as risks related to the Company’s environmental and social responsibility policies and practices.

Our Board believes that the processes it has established for overseeing risk would be effective under a variety of leadership frameworks and therefore the Board’s leadership structure, as described under “Board Leadership Structure” above, was not affected by risk oversight considerations.

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CORPORATE GOVERNANCE

Committees of the Board of Directors

The Board has four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Governance Committee, and the Science and Technology Committee. The written charters of these committees are available on our website at https://ir.nkartatx.com/corporate-governance/governance-overview.

Director

Audit

Compensation

Nominating &

Governance

Science & Technology

Ali Behbahani

Michael Dybbs

Simeon George

Paul Hastings

Leone Patterson

Zachary Scheiner

Angela Thedinga

George Vratsanos


Independent Director	Financial Expert	Committee Member	Chairman of the Board

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CORPORATE GOVERNANCE

Audit Committee

Our Board of Directors determined that Mses. Patterson and Thedinga and Dr. Behbahani, who comprise our Audit Committee, satisfy the independence standards for such committee established by applicable Securities and Exchange Commission (the “SEC”) rules and the listing standards of the Nasdaq. Additionally, our Board of Directors has determined that Ms. Patterson is an “audit committee financial expert” as defined by applicable SEC rules.


Committee Members	Primary Responsibilities	Number of Meetings in 2025
Leone Patterson (Chair) Ali Behbahani Angela Thedinga	• Assessing the independence of our independent registered public accounting firm. • Overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from that firm. • Reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures. • Overseeing our internal controls over financial reporting, disclosure controls and procedures and code of conduct. • Monitoring our internal audit function and overseeing the internal auditor. • Reviewing and approving or ratifying any related person transactions. • Preparing the Audit Committee report required by SEC rules.	4

The Audit Committee may form subcommittees and delegate to its subcommittees such power and authority as it deems appropriate from time to time under the circumstances. The Audit Committee has no current intention to delegate any of its responsibilities to a subcommittee.

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Compensation Committee

Our Board of Directors determined that Drs. Dybbs and George and Ms. Thedinga, who comprise our Compensation Committee, satisfy the independence standards for such committee established by applicable SEC rules and the listing standards of the Nasdaq. In making its independence determination for each member of the Compensation Committee, our Board of Directors considered whether the director has a relationship with the Company that is material to the director’s ability to be independent from management in connection with the duties of a Compensation Committee member.


Committee Members	Primary Responsibilities	Number of Meetings in 2025
Michael Dybbs (Chair) Simeon George Angela Thedinga	• Determining our Chief Executive Officer’s compensation. • Reviewing and approving the compensation of our other executive officers. • Overseeing and administering our cash and equity incentive plans. • Reviewing and making recommendations to our Board of Directors with respect to director compensation. • Reviewing our emergency and long-term succession planning. • Overseeing and reviewing the administration of our compensation clawback policy applicable to executive officers. • Reviewing and discussing annually with management our “Compensation Discussion and Analysis” disclosure (after we no longer qualify as an emerging growth company). • Preparing the Compensation Committee report required by SEC rules (after we no longer qualify as an emerging growth company).	6

The Compensation Committee may form subcommittees and delegate to its subcommittees such power and authority as it deems appropriate from time to time under the circumstances. The Compensation Committee has no current intention to delegate any of its responsibilities to a subcommittee, although the Board of Directors has delegated to a stock award committee, which consists of our Chief Executive Officer, authority to grant equity awards under our 2020 Performance Incentive Plan to eligible service providers who are not members of the Board of Directors or officers subject to Section 16 of the Securities Exchange Act of 1934, as amended, subject to share limits and other limitations as determined by the Compensation Committee. The Compensation Committee may confer with the Board in determining the compensation for the Chief Executive Officer. In determining compensation for executive officers other than the Chief Executive Officer, the Compensation Committee considers, among other things, the recommendations of the Chief Executive Officer.

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Pursuant to its charter, the Compensation Committee is authorized to retain or obtain the advice of compensation consultants, legal counsel, or other advisors to assist in the evaluation of director and executive officer compensation or in carrying out its other responsibilities. During fiscal year 2025, the Compensation Committee retained Aon Consulting, Inc. (“Aon”) as its compensation consultant to evaluate the existing executive and non-employee director compensation programs, assist the Compensation Committee in developing appropriate incentive plans for our executives on an annual basis, provide the Compensation Committee with advice and ongoing recommendations regarding material executive compensation decisions, and review compensation proposals of management. In connection with the compensation consultant services provided by Aon, the Compensation Committee has assessed the independence of Aon and does not believe Aon’s work has raised any conflict of interest.

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Nominating and Governance Committee


Committee Members	Primary Responsibilities	Number of Meetings in 2025
Ali Behbahani (Chair) Michael Dybbs Zachary Scheiner	• Identifying individuals qualified to become members of our Board of Directors. • Recommending to our Board of Directors the persons to be nominated for election as directors at each annual meeting of stockholders. • Evaluating the composition of each of our Board’s committees and making recommendations to the Board of Directors for changes or rotation of committee members. • Considering matters of corporate governance, including reviewing the Company’s corporate governance policies and practices. • Reviewing the Company’s environmental and social responsibility policies and practices.	3

The Nominating and Governance Committee may form subcommittees and delegate to its subcommittees such power and authority as it deems appropriate from time to time under the circumstances. The Nominating and Governance Committee has no current intention to delegate any of its responsibilities to a subcommittee.

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Science and Technology Committee


Committee Members	Primary Responsibilities	Number of Meetings in 2025
Angela Thedinga (Co-Chair) George Vratsanos (Co-Chair) Michael Dybbs Zachary Scheiner	• Review and monitor progress of the Company’s product pipeline, including its preclinical programs and clinical stage assets, and the Company’s manufacturing plans. • Review, evaluate and assess the overall quality, direction, competitiveness, and effectiveness of the Company's research and development programs, manufacturing processes, and related strategies. • Review and discuss with management (i) management’s program to identify, assess, manage, and monitor significant technical and clinical risks; and (ii) management’s risk management decisions, practices, and activities around significant technical and clinical risks. • Review and make recommendations to the Board with respect to the Company’s allocation of resources to research, clinical, regulatory, and chemistry, manufacturing, and control (CMC) organizations. • Identify and discuss emerging scientific and clinical trends and advancements relevant to the Company’s industry, products, and pipeline, and provide strategic advice to the Board regarding emerging technologies for building the Company's technological strength, pipeline, and competitive position.	2

The Science and Technology Committee may form subcommittees and delegate to its subcommittees such power and authority as it deems appropriate from time to time under the circumstances. The Science and Technology Committee has no current intention to delegate any of its responsibilities to a subcommittee.

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Meetings and Attendance

During fiscal year 2025, our Board of Directors held six meetings, the Audit Committee held four meetings, the Compensation Committee held six meetings, the Nominating and Governance Committee held three meetings, and the Science and Technology Committee held two meetings. Each of our directors, with the exception of Dr. George, attended at least 75% of the aggregate meetings of the Board and the committees of the Board on which he or she served during fiscal year 2025. In addition, independent directors of our Board of Directors meet in regularly scheduled sessions without management.

It is our policy that directors are invited and encouraged to attend each year’s annual meeting of stockholders, either in person or telephonically. Four directors attended our 2025 annual meeting of stockholders.

Succession Planning

The Board of Directors recognizes that advance planning for contingencies such as the departure, death, or disability of the Chief Executive Officer or other top executives is critical so that, in the event of an untimely vacancy, the Company has in place a succession plan to facilitate the transition to both interim and longer-term leadership. The Compensation Committee periodically reviews the Company’s plan for succession for the Company’s Chief Executive Officer, including its emergency succession plan. The Compensation Committee also works with appropriate members of management to review the Company’s general management succession plans.

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Consideration of Director Candidates

Our Board of Directors and the Nominating and Governance Committee will consider director candidates recommended for election to the Board of Directors by stockholders in the same manner and using the same criteria as that used for any other director candidate. The Nominating and Governance Committee has not established any specific minimum qualifications that must be met by a director candidate. In evaluating a director candidate, the Nominating and Governance Committee will consider whether the composition of the Board reflects the appropriate balance of independence, sound judgment, business specialization, understanding of our business environment, willingness to devote adequate time to Board duties, and diversity of technical skills and other background, experience, and qualities as determined by the Nominating and Governance Committee. Stockholders who wish to recommend a director candidate for consideration by the Nominating and Governance Committee and the Board should submit their recommendation in writing to the chairperson of the Nominating and Governance Committee, care of the Corporate Secretary of the Company, no later than the January 1 prior to the next annual meeting of stockholders. Such recommendation must include all information about the stockholder and the candidate otherwise required for director nominations by a stockholder pursuant to our Amended and Restated Bylaws (“Bylaws”). The Nominating and Governance Committee may request additional information concerning such director candidate as it deems reasonably required to determine the eligibility and qualification of the director candidate to serve as a member of the Board.

Stockholders who wish to nominate a person for election as a director in connection with an annual meeting of stockholders (as opposed to making a recommendation to the Nominating and Governance Committee as described above) must deliver written notice to our Corporate Secretary in the manner described in our Bylaws, and as described further under “Proposals of Stockholders and Director Nominations for 2027 Annual Meeting” below.

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Snapshot of Our Board of Directors

While our Board of Directors has no formal policy for the consideration of diversity in identifying director nominees, the Nominating and Governance Committee seeks to have a Board of Directors that will collectively represent a diversity of skills, backgrounds, and experiences.

Director Skills and Experience

Communications with the Board of Directors

The Board of Directors has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may communicate directly with members of the Board of Directors, the independent directors, the Chairman of the Board of Directors, or any chairperson of any committee by submitting a communication in an envelope marked “Confidential” addressed to the “Board of Directors,” “Independent Members of the Board of Directors,” or “Chairperson,” as applicable, at: 1150 Veterans Boulevard, South San Francisco, CA 94080.

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Insider Trading Policy

We have adopted an insider trading policy (our “Insider Trading Policy”) that governs, among other things, purchases, sales, and/or other dispositions involving our securities by our directors, officers, and employees, their immediate family members sharing the same household, any corporations, partnership, or other entities that such person controls or manages and any trust for which such person is the trustee or has a beneficial pecuniary interest (collectively, “Insiders”). We believe our Insider Trading Policy and procedures are reasonably designed to promote compliance with insider trading laws, rules, regulations, and applicable Nasdaq listing standards. Because our Insider Trading Policy and procedures are designed to address transactions in our securities by Insiders, we do not have formal insider trading policies or procedures that govern the Company’s purchase of Nkarta securities. A copy of our insider trading policy was filed as Exhibit 19.1 to our 2025 Annual Report on Form 10-K filed with the SEC on March 25, 2026.

Policy on Pledging and Hedging of Company Shares

As part of our Insider Trading Policy, Insiders are not permitted to engage in short sales of Company securities, engage in transactions in put options, call options or other derivative securities, on an exchange or in any other organized market in connection with Company securities, pledge Company securities as collateral for a loan, margin Company securities in a margin account, purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company securities.

Code of Ethics and Code of Business Conduct and Ethics

We have adopted a written code of business ethics that applies to our Chief Executive Officer and senior financial officers and a code of business conduct and ethics that applies to directors, executive officers, and employees. A current copy of each code is posted on our website at https://ir.nkartatx.com/corporate-governance/governance-overview. To the extent required by rules adopted by the SEC and Nasdaq, we intend to promptly disclose future amendments to certain provisions of the code, or waivers of such provisions granted to executive officers and directors, on our website at www.nkartatx.com/.

Clawback Policy

In accordance with SEC and Nasdaq requirements, the Board has adopted an executive compensation recovery policy regarding the adjustment or recovery of certain incentive awards or payments made to current or former executive officers in the event that we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. In general, the policy provides that, unless an exception applies, we will seek to recover compensation that is awarded to an executive officer based on the Company’s attainment of a financial metric during the three-year period prior to the fiscal year in which the restatement occurs, to the extent such compensation exceeds the amount that would have been awarded based on the restated financial results.

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	EXECUTIVE OFFICERS OF THE COMPANY

The table below sets forth certain information regarding our executive officers:


Name	Age	Position
Paul J. Hastings	66	Chief Executive Officer
Nadir Mahmood, Ph.D.	46	President
Shawn Rose, M.D., Ph.D.	48	Chief Medical Officer and Head of Research and Development

See “Proposal 1 — Election of Directors” for information concerning the business experience of Mr. Hastings. Information concerning the business experience of our other executive officers is set forth below.


	Nadir Mahmood, Ph.D.			Nadir Mahmood, Ph.D. has served as our President since July 2024. Dr. Mahmood formerly served as the Chief Executive Officer at Rezo Therapeutics, a privately held biopharmaceutical company, from July 2023 to June 2024. Prior to joining Rezo, Dr. Mahmood served as our Chief Financial and Business Officer from October 2020 to June 2023, Chief Business Officer from September 2019 to October 2020 and Senior Vice President, Corporate Development from May 2018 to September 2019. Dr. Mahmood previously held positions of increasing responsibility at Second Genome, Inc., a privately held biopharmaceutical company, between March 2012 and April 2018. Prior to joining Second Genome, Dr. Mahmood was an Equity Research Fellow in Global Investment Research at Goldman Sachs Inc. from January 2011 to July 2011. Dr. Mahmood conducted postdoctoral research at the Scripps Research Institute in La Jolla, CA from August 2009 to January 2011. Dr. Mahmood began his career as Staff Scientist at Kythera Biopharmaceuticals, Inc., which was acquired by Allergan in 2015. Dr. Mahmood currently serves as Chair of the Board of Directors of California Life Sciences. Dr. Mahmood holds a B.S. in Biochemistry from the University of Texas at Austin and a Ph.D. in Cell Regulation from the University of Texas Southwestern Medical Center at Dallas.

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	Shawn Rose, M.D., Ph.D.			Shawn Rose, M.D., Ph.D. has served as our Chief Medical Officer and Head of Research and Development since June 2025. Dr. Rose formerly served as President and Owner of an independent research and development advisory LLC from April 2024 to June 2025. Prior to that, Dr. Rose served as Chief Development Officer, Immunology at Vividion Therapeutics from August 2023 to April 2024. Previously, he served as Senior Vice President and Head of the Clinical Development Organization at Magenta Therapeutics from February 2022 to February 2023, and led autoimmunity clinical development at Annexon Biosciences from October 2020 to February 2022. Dr. Rose previously held positions of increasing responsibility at Johnson & Johnson from April 2017 to October 2020, serving as Senior Director of Immunology Translational Science and Medicine and disease area strategic leader for rheumatology and autoimmunity. Prior to joining Johnson & Johnson, Dr. Rose was a director within Immunoscience at Bristol-Myers Squibb from August 2014 to April 2017. Dr. Rose began his career as an attending physician and researcher at the NIH Clinical Center from October 2012 to August 2014. Dr. Rose currently serves on multiple scientific advisory boards. Dr. Rose completed his internal medicine residency and clinical and research fellowship in the Rheumatology Division at Northwestern University. Dr. Rose holds an M.D. from the University of Miami Miller School of Medicine, a Ph.D. in Immunology from the University of Miami, and a B.S. in Psychobiology from the University of Miami.

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	EXECUTIVE COMPENSATION

We provide our executives with an annual base salary as a fixed, stable form of compensation that reflects the scope of an executive’s role, responsibilities, experience, and sustained individual performance. We provide cash short-term incentive opportunities to incentivize the achievement of annual performance goals. In addition, we grant our executives long-term incentive compensation in the form of restricted stock units (“RSUs”) and stock options to provide an additional incentive to grow our business and further link the interests of our executives with those of our stockholders. We have also entered into agreements with our executives that provide for severance benefits upon certain terminations of employment, which we believe allow our executives to make decisions in the best interests of the Company without undue concern about employment security.

Our Compensation Committee reviews our executive officers’ overall compensation packages on an annual basis (or more frequently as it deems warranted) to help ensure we continue to attract, motivate and retain highly talented executives and provide appropriate incentives to drive creation of additional value for our stockholders.

As a “smaller reporting company” (as such term is defined under applicable securities laws), we have opted to comply with the executive compensation disclosure rules applicable to such companies, which require compensation disclosure for our principal executive officer and the two most highly compensated executive officers other than our principal executive officer. In certain circumstances, the compensation of former executive officers may also need to be disclosed. The following table sets forth the annual compensation for services rendered during 2025 by these executive officers, also referred to as our named executive officers, or “NEOs.”

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Summary Compensation Table – Fiscal Years 2024-2025


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)⁽³⁾	Option Awards ($)⁽³⁾	Non-Equity Incentive Plan Compensation ($)⁽⁴⁾	Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)⁽⁵⁾	Total ($)
Paul J. Hastings Chief Executive Officer	2025	674,384	—	236,250	1,711,957	344,947	—	10,500	2,978,038
Paul J. Hastings Chief Executive Officer	2024	648,446	—	510,850	2,494,818	320,981	—	10,350	3,985,445
Nadir Mahmood, Ph.D.⁽¹⁾ President	2025	543,250	—	155,000	434,646	252,611	—	10,500	1,396,007
Nadir Mahmood, Ph.D.⁽¹⁾ President	2024	226,354	—	—	3,001,680	101,281	—	6,801	3,336,117
Shawn Rose, M.D., Ph.D.⁽²⁾ Chief Medical Officer and Head of Research and Development	2025	316,591	—	—	709,300	189,720	—	9,162	1,224,773

(1)	Dr. Mahmood, who served as our Chief Financial and Business Officer from October 2020 to June 2023, returned to the Company as our President on July 29, 2024.

(2)	Dr. Rose joined as Chief Medical Officer and Head of Research and Development, on June 23, 2025.

(3)

Represents the aggregate grant date fair value of stock awards (“RSUs”) or stock options awarded to the named executive officer in the applicable fiscal year. These values have been determined under FASB ASC Topic 718, the principles used to calculate the grant date fair value of equity awards for purposes of our financial statements. For a discussion of the assumptions and methodologies used to calculate these amounts, please see the discussion of equity awards contained in Note 11, Share-Based Compensation, to our financial statements included in our annual report on Form 10-K for 2025, filed with the SEC on March 25, 2026, and in similar footnotes to the financial statements included in our annual reports on Form 10-K filed in prior years. The amounts reported in this column reflect the accounting grant date fair value of the awards and do not necessarily reflect the actual economic value that may be received by the named executive officer upon exercise or payment of the awards. The material terms of each NEO’s 2025 equity incentive awards are discussed under “2025 Equity Grants” below.

(4)	Represents amounts earned by our NEOs under our cash incentive program for fiscal year 2025 or 2024, as the case may be, based on achievement of certain financial and operational performance objectives established by our Board of Directors.

(5)	Represents Company contributions to the NEO’s account under our 401(k) plan.

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Outstanding Equity Awards as of December 31, 2025

The following table provides information regarding outstanding stock options and stock unit awards held by each of our NEOs as of December 31, 2025, including the vesting dates for the portions of these awards that had not vested (and the fair market value of unvested RSUs) as of that date. Our NEOs did not hold any other outstanding equity awards as of that date.


	Option Awards				Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)⁽¹⁾
Paul J. Hastings	339,639	0	3.89	09/05/2029	—	—
Chief Executive Officer	365,675	0	3.89	09/05/2029	—	—
	202,400	0	18.00	07/08/2030	—	—
	157,500	0	54.89	01/07/2031	—	—
	245,869	5,231⁽²⁾	12.14	01/13/2032	—	—
	105,000	15,000⁽³⁾	12.25	06/16/2032	—	—
	281,823	104,677⁽⁴⁾	5.57	01/12/2033	—	—
	244,135	265,365⁽⁵⁾	6.01	01/03/2034	—	—
	129,594	435,906⁽⁶⁾	2.50	01/02/2035	—	—
	0	377,000⁽⁷⁾	1.83	06/04/2035	—	—
	—	—	—	—	10,475⁽⁸⁾	19,379
	—	—	—	—	4,875⁽⁹⁾	9,019
	—	—	—	—	32,250⁽¹⁰⁾	59,663
	—	—	—	—	63,750⁽¹¹⁾	117,938
	—	—	—	—	94,500⁽¹²⁾	174,825
Nadir Mahmood, Ph.D.	194,792	355,208⁽¹³⁾	6.69	07/28/2034	—	—
President	28,302	95,198⁽⁶⁾	2.50	01/02/2035	—	—
	0	123,500⁽⁷⁾	1.83	06/04/2035	—	—
	—	—	—	—	62,000⁽¹²⁾	114,700
Shawn Rose, M.D., Ph.D. Chief Medical Officer and Head of Research and Development	0	500,000⁽¹⁴⁾	1.75	06/22/2035	—	—

(1)

The dollar amounts shown in this column are determined by multiplying the corresponding number of shares or units of stock that have not vested by the closing price of a share of Nkarta common stock as reported on The Nasdaq Global Select Market on December 31, 2025, the last trading day of our fiscal year.

(2)	These options were granted January 14, 2022 and vest in 48 equal monthly installments from February 14, 2022 through January 14, 2026.

(3)	These options were granted June 17, 2022 and vest in 48 equal monthly installments from July 17, 2022 through June 17, 2026.

(4)	These options were granted January 13, 2023 and vest in 48 equal monthly installments from February 14, 2023 through January 14, 2027.

(5)	These options were granted January 4, 2024 and vest in 48 equal monthly installments from February 14, 2024 through January 14, 2028.

(6)	These options were granted January 3, 2025 and vest in 48 equal monthly installments from February 14, 2025 through January 14, 2029.

(7)	These options were granted June 5, 2025 and 40% vest on June 5, 2026 and the remainder vest on June 5, 2027.

(8)	These RSUs were granted January 14, 2022 and vest in four equal annual installments from January 14, 2023 through January 14, 2026.

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(9)	These RSUs were granted June 17, 2022 and vest in four equal annual installments from June 17, 2023 through June 17, 2026.

(10)	These RSUs were granted January 13, 2023 and vest in four equal annual installments from January 14, 2024 through January 14, 2027.

(11)	These RSUs were granted January 4, 2024 and vest in four equal annual installments from January 14, 2025 through January 14, 2028.

(12)	These RSUs were granted January 3, 2025 and vest in four equal annual installments from January 14, 2026 through January 14, 2029.

(13)	These options were granted July 29, 2024 and vested 25% on July 29, 2025. The remainder vest in 36 equal monthly installments from August 29, 2025 through July 29, 2028.

(14)	These options were granted June 23, 2025 and vest 25% on June 23, 2026. The remainder vest in 36 equal monthly installments from July 23, 2026 through June 23, 2029.

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2025 Equity Grants

Options

On January 3, 2025, as part of our annual equity grant program, Mr. Hastings and Dr. Mahmood were each granted an option to purchase shares of our common stock (565,500 shares for Mr. Hastings, 123,500 shares for Dr. Mahmood) at a price of $2.50 per share, which was the closing price of our common stock on the grant date. These options will vest in 48 equal monthly installments following the grant date, subject to the NEO’s continued service with the Company through each such vesting date. Following our reduction in force in March 2025, at a time when retention of employees was particularly critical, we implemented a one-time, company-wide retention program, granting stock options with consistent terms to all full-time employees of the Company (including the NEOs). These retention grants were structured as 100% stock options, with award sizes equal to 50% of each employee’s January 2025 annual equity grant, subject to limited exceptions for certain promoted employees, whose awards were adjusted to reflect their post-promotion roles. Accordingly, on June 5, 2025, Mr. Hastings and Dr. Mahmood were each granted an option to purchase shares of our common stock (377,000 shares for Mr. Hastings, 123,500 shares for Dr. Mahmood) at a price of $1.83 per share, which was the closing price of our common stock on the grant date. These options will vest as to 40% of the shares on June 5, 2026, and the remaining 60% on June 5, 2027, subject to the NEO’s continued service with the Company through each such vesting date. Upon commencement of employment, on June 23, 2025, Dr. Rose was granted an option to purchase 500,000 shares of our common stock at a price of $1.75 per share, which was the closing price of our common stock on the grant date. This option will vest 25% on June 23, 2026, and the remainder in 36 equal monthly installments thereafter, subject to Dr. Rose’s continued service with the Company through each such vesting date.

RSUs

On January 3, 2025, as part of our annual equity program, Mr. Hastings and Dr. Mahmood were granted 94,500 and 62,000 RSUs, respectively. These RSUs will vest in four equal annual installments from January 14, 2026 through January 14, 2029, subject to continued service with the Company through each such vesting date. Vested RSUs will be paid in an equal number of shares of our common stock.

Each of the equity awards granted to our NEOs in 2025 was granted under, and is subject to, the terms of the 2020 Performance Incentive Plan (the “2020 Plan”). The 2020 Plan is administered by the Compensation Committee, which has authority to interpret the plan provisions and make all required determinations under the plan. This authority includes, subject to the provisions of the 2020 Plan, selecting participants and determining the type(s) of award(s) that they are to receive, determining the number of shares that are to be subject to awards and the terms and conditions of awards, including the price (if any) to be paid for the shares or the award, accelerating or extending the vesting or exercisability or extending the term of any or all outstanding awards, making certain adjustments to an outstanding award and authorizing the conversion, succession or substitution of an award, determining the manner in which the purchase price of an award or the Company’s common stock may be paid, making required proportionate adjustments to outstanding awards upon the occurrence of certain corporate events such as reorganizations, mergers and stock splits, and making provisions to ensure that any tax withholding obligations incurred in respect of awards are satisfied. Awards granted under the plan are generally only transferable to a beneficiary of a NEO upon his or her death or, in certain cases, to family members for tax or estate planning purposes.

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Under the terms of the 2020 Plan, a change in control of the Company does not automatically trigger vesting of the awards then outstanding under the plan. If there is a change in control, each participant’s outstanding awards granted under the plan will generally be assumed by the successor company, or if the Compensation Committee determines that the awards will not be assumed, the awards will become fully vested and, in the case of options, exercisable. Any options that become vested in connection with a change in control will generally terminate to the extent they are not exercised prior to the change in control.

In recent years, the Compensation Committee’s practice has generally been to grant annual equity awards at its first meeting of each fiscal year, which is usually scheduled well in advance. Additionally, the Compensation Committee retains discretion to grant equity awards at other times when and as it may determine to be appropriate. The release of material nonpublic information is not taken into account in determining the timing and terms of equity award grants, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2025, stock option awards granted to Mr. Hastings and Dr. Mahmood on June 5, 2025 were made within the period beginning four business days prior to, and ending one business day following, the Company’s filing of a current report on Form 8-K with the SEC on June 6, 2025. In accordance with Item 402(x) of Regulation S-K, the following table provides additional information regarding these option grants, including the percentage change in the closing market price of the Company’s common stock between the trading day ending immediately prior to the filing of the Form 8-K and the trading day beginning immediately following such filing.


Name	Grant Date	Number of Securities Underlying the Award	Exercise Price of the Award ($/Share)	Grant Date Fair Value of the Award ($)⁽¹⁾	Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information⁽²⁾
Paul Hastings	06/05/2025	377,000	1.83	556,527	2.19%
Nadir Mahmood	06/05/2025	123,500	1.83	182,311	2.19%

(1)

The amount reported in this column reflects the grant-date fair value of the option award as determined under FASB ASC Topic 718, the principles used to calculate the grant date fair value of equity awards for purposes of our financial statements. For a discussion of the assumptions and methodologies used to calculate these amounts, please see the discussion of equity awards contained in Note 11, Share-Based Compensation, to our financial statements included in our annual report on Form 10-K for 2025, filed with the SEC on March 25, 2026.

(2)

Represents the percentage change in the closing price of our common stock between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information. For the grants made on June 5, 2025, these prices were $1.83 (the closing price of our stock on June 5, 2025) and $1.87 (the closing price of our stock on June 9, 2025), respectively.

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Non-Equity Incentive Plan Compensation

Each of the NEOs was awarded a cash payment for attainment of certain financial and operational objectives established by our Board of Directors as our annual incentive program for 2025. The 2025 target annual incentive opportunities for each NEO were as follows: Mr. Hastings - $370,911 (55% of his $674,384 base salary for 2025); Dr. Mahmood - $271,625 (50% of his $543,250 base salary for 2025); and Dr. Rose - $204,000 (40% of his $510,000 base salary for 2025). In December 2025, our Compensation Committee assessed the Company’s achievements against the performance objectives and approved annual incentives in the amount of 93% of each NEO’s target annual incentive opportunity. These amounts are reported in the Summary Compensation Table above in the column “Non-Equity Incentive Plan Compensation.”

Executive Employment and Severance Agreements

We have entered into offer letters with each of the NEOs. The letters do not have a specified term and provide that the NEO’s employment with the Company is at-will. Each letter provides for the NEO to receive a base salary and to participate in the Company’s annual cash incentive program and benefit plans made available to employees generally. Mr. Hastings’ current base salary is $701,359 annually and his current target annual incentive opportunity is 55% of base salary. Dr. Mahmood’s current base salary is $564,980 annually and his current target annual incentive opportunity is 50% of base salary. Dr. Rose’s current base salary is $530,400 annually and his current target annual incentive opportunity is 40% of base salary.

We have also entered into a severance agreement (“Severance Agreement”) with each of our executive officers. Each Severance Agreement provides that if the executive officer’s employment is terminated either by the Company without “Cause” or by the executive officer for “Good Reason” (as such terms are defined in the Severance Agreement), the executive officer will be entitled to receive: (i) continued payment of base salary for a period of 12 months (in the case of Mr. Hastings and Dr. Mahmood) or 9 months (in the case of the other executive officers), (ii) payment of the executive’s prior year annual incentive (to the extent unpaid), and (iii) payment or reimbursement of premiums to continue medical coverage for the executive officer and his or her eligible dependents pursuant to COBRA for up to 12 months (in the case of Mr. Hastings and Dr. Mahmood) or 9 months (in the case of the other executive officers). If, however, such a termination of the executive’s employment occurs in connection with or within 12 months following a “Change in Control” of the Company (as such term is defined in the Severance Agreement), the executive officer will be entitled to receive, in lieu of the severance benefits described above: (i) total payments of 18 months of base salary (in the case of Mr. Hastings and Dr. Mahmood) or 12 months of base salary (in the case of the other executive officers), plus one and one-half times the executive’s target annual incentive (in the case of Mr. Hastings and Dr. Mahmood) or one times the executive’s target annual incentive (in the case of the other executive officers), paid in installments in accordance with the Company’s standard payroll schedule over a period of 18 months (in the case of Mr. Hastings and Dr. Mahmood) or 12 months (in the case of the other executive officers), (ii) payment of the executive’s prior year annual incentive (to the extent unpaid), (iii) payment or reimbursement of premiums to continue medical coverage for the executive officer and his or her eligible dependents pursuant to COBRA for up to 18 months (in the case of Mr. Hastings and Dr. Mahmood) or 12 months (in the case of the other executive officers), and (iv) accelerated vesting of each then-outstanding and unvested equity award subject to time-based (and not performance-based) vesting requirements (with performance-based vesting equity awards to be governed by the terms of the applicable award agreement, provided that any time-based vesting requirement will be deemed satisfied). The severance benefits described above are conditioned on the executive officer executing and not revoking a general release of claims in favor of the Company and the executive officer’s continued compliance with his or her confidentiality and other obligations to the Company.

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EXECUTIVE COMPENSATION

Equity Incentive Plan Information

We currently maintain three equity incentive plans — the 2015 Equity Incentive Plan (the “2015 Plan”), the 2020 Performance Incentive Plan (the “2020 Plan”) and the Employee Stock Purchase Plan (the “ESPP”). Each of these plans has been approved by our stockholders. The following table sets forth, for our equity compensation plans, the number of shares of our common stock subject to outstanding options and stock awards, the weighted-average exercise price of outstanding options, and the number of shares remaining available for future award grants, in each case, as of December 31, 2025.


Plan category	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights	(b) Weighted-average exercise price of outstanding options, warrants and rights	(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	11,386,162⁽¹⁾	$8.22⁽²⁾	6,087,777⁽³⁾
Equity compensation plans not approved by security holders	—	—	—
Total	11,386,162	$8.22	6,087,777

(1)	Of these shares, 9,678,637 shares were subject to outstanding options granted under the 2020 Plan, 648,959 were subject to outstanding RSUs granted under the 2020 Plan, and 1,058,566 shares were subject to outstanding options granted under the 2015 Plan.

(2)	The weighted average exercise price is calculated without taking into account the 648,959 shares of our common stock subject to outstanding RSUs that will become issuable as those units vest.

(3)

Of these shares, 3,914,097 shares were available for issuance under the 2020 Plan, and 2,173,680 shares were available for issuance under the ESPP. The shares available for issuance under the 2020 Plan are generally available for any type of award authorized under that plan, including stock options, stock appreciation rights, restricted stock awards, RSU awards, performance awards and other awards. No new awards may be granted under the 2015 Plan.

Defined Contribution Plans

As part of our overall compensation program, we provide all full-time employees, including our NEOs, with the opportunity to participate in a defined contribution 401(k) plan. Our 401(k) plan is intended to qualify under Section 401 of the Internal Revenue Code so that employee contributions and income earned on such contributions are not taxable to employees until withdrawn. Employees may elect to defer a percentage of their eligible compensation (not to exceed the statutorily prescribed annual limit) in the form of elective deferral contributions to our 401(k) plan. Our 401(k) plan also has a “catch-up contribution” feature for employees aged 50 or older (including those who qualify as “highly compensated” employees) who can defer amounts over the statutory limit that applies to all other employees. We also make a safe harbor non-elective contribution to each employee’s account under the plan equal to 3% of the employee’s eligible compensation.

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EXECUTIVE COMPENSATION

Pay Versus Performance

The Company is a smaller reporting company, and its most recent fiscal year ended December 31, 2025. As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last two completed fiscal years. In determining the “compensation actually paid” (“CAP”) to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The “Executive Compensation” section of this proxy filing describes the compensation setting process for our executive officers, which is done independently from the disclosure requirements.


Year	Summary Compensation Table Total for PEO⁽¹⁾	Compensation Actually Paid to PEO⁽¹⁾⁽²⁾	Average Summary Compensation Table Total for Non-PEO NEO⁽¹⁾	Average Compensation Actually Paid to Non-PEO NEO⁽¹⁾⁽²⁾	Value of Initial Fixed $100 Investment Based on Total Shareholder Return⁽³⁾	Net Loss (Thousands)⁽⁴⁾
2025	$2,978,038	$2,037,273	$1,310,390	$1,077,594	$28.03	($104,084)
2024	$3,985,445	$1,542,159	$2,618,150	$976,506	$37.73	($108,790)

(1)

Summary Compensation Table amounts reported include fair value of stock grants calculated in accordance with ASC 718, rather than the cash amounts paid to or realized by the named individual. Mr. Hastings served as our principal executive officer (“PEO”) for the full year in 2025 and 2024. The Non-PEO Named Executive Officers (the “Non-PEO NEOs”) include the following individuals: for fiscal year 2025, Dr. Mahmood and Dr. Rose and for fiscal year 2024, Dr. Mahmood and Dr. Shook.

(2)	The following amounts were deducted from or added to the Summary Compensation Table total compensation in accordance with the SEC-mandated adjustments to calculate compensation actually paid to our PEO and average compensation actually paid to our Non-PEO NEOs for 2025 and 2024:


	2025		2024
	PEO	Average Non- CEO NEOs	PEO	Average Non-CEO NEOs
Total Compensation from Summary Compensation Table Adjustments for Equity Awards	$2,978,038	$1,310,390	$3,985,445	$2,618,150
Adjustment for grant date values in the Summary Compensation Table	$(1,948,207)	$(649,473)	$(3,005,668)	$(2,112,888)
Year-end fair value of unvested awards granted in the current year	$1,362,257	$581,858	$1,040,331	$804,605
Year-over-year difference of year-end fair values for unvested awards granted in prior years	$(358,712)	$(133,203)	$(1,313,799)	$(423,906)
Fair values at vest date for awards granted and vested in current year	$205,583	$22,449	$595,796	$71,028
Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years	$(201,686)	$(54,427)	$240,054	$19,517
Total Adjustments for Equity Awards	$(940,765)	$(232,796)	$ (2,443,286)	$ (1,641,644)
Compensation Actually Paid	$2,037,273	$1,077,594	$1,542,159	$976,506

(3)	Cumulative Total Shareholder Return (“TSR”) is the calculated difference between our share price at the end and the beginning of the applicable measurement period. To perform this calculation, we assume a $100 investment on December 31, 2023.

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(4)	The dollar amount reported represents the amount of net loss reflected in our audited financial statements for the applicable year.

Relationship of Compensation Actually Paid and Our Total Shareholder Return

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the two most recently completed fiscal years for the Company.

Relationship of Compensation Actually Paid and Our Net Loss

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net loss during the two most recently completed fiscal years.

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	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Drs. Dybbs and George and Ms. Thedinga served as members of our Compensation Committee during all of fiscal year 2025. None of the members of our Compensation Committee during fiscal year 2025 was or is an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the Board of Directors or compensation committee (or other Board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Board of Directors or Compensation Committee.


	DIRECTOR COMPENSATION

Non-Employee Director Compensation

Under our Director Compensation Policy, annual compensation for the members of our Board of Directors who are not employed by us or any of our subsidiaries (referred to in this section as “non-employee directors”) consists of an annual cash retainer, an additional cash retainer for non-employee directors serving in certain positions as described below, and equity awards as described below. Members of the Board are also reimbursed for their reasonable out-of-pocket expenses, including travel and lodging, incurred in attending meetings of the Board and Board committees or in connection with board-related business, in each case consistent with our expense reimbursement policy. Our Board of Directors reserves the right to modify the Director Compensation Policy from time to time.

Annual Cash Retainers

Our current Director Compensation Policy provides annual cash retainers for our non-employee directors as follows:


Annual Retainer			$40,000
Additional Board Chair/Lead Independent Director Retainer			$30,000
Additional Committee Chair Retainers:
Audit Committee Chair			$15,000
Compensation Committee Chair			$12,000
Nominating and Governance Committee Chair			$10,000
Science and Technology Committee Chair			$12,000
Additional Committee Retainers:
Audit Committee			$7,500
Compensation Committee			$6,000
Nominating and Governance Committee			$5,000
Science and Technology Committee			$6,000

These retainers are paid on a quarterly basis, in arrears, and are pro-rated if the director serves for a portion of a quarter in the applicable position.

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Equity Compensation

On the date of each annual meeting of the Company’s stockholders, each non-employee director continuing in office after the meeting will be granted an award of Company stock options (“Options”) to acquire a number of shares of Company common stock equal to the lesser of (a) 46,000⁽¹⁾ shares or (b) the number of shares that produce a grant date fair value for the award of approximately $270,000 (the lesser of (a) or (b), the “Share Number”); provided that, in the case of a director who joined our Board after the immediately preceding annual meeting of stockholders, the Share Number will be prorated for the days the director served prior to and including the date of the annual meeting at which the award is to be granted. As to the annual awards granted in 2025, each non-employee director continuing in office after the 2025 annual meeting of the Company’s stockholders was granted an award of Options to acquire 46,000 shares. Each such annual grant will be scheduled to vest on the first anniversary of the date of grant (or, if earlier, the day immediately preceding the first annual meeting to occur after the date of grant).

Upon a new non-employee director’s appointment or election to the Board, the director will generally be granted an award of Options to acquire a number of shares of Company common stock equal to the lesser of (a) 92,000⁽¹⁾ shares or (b) the number of shares that produce a grant date fair value for the award of approximately $540,000. Each such grant will be scheduled to vest as to one-third of the Options subject to the award on each of the first, second, and third anniversaries of the date of grant.

Options granted to our non-employee directors (to the extent then outstanding and unvested) will vest upon a change in control of the Company.

If a non-employee director is first elected to the Board at an annual meeting, the director will be entitled to an initial equity award as described above but generally will not be eligible for an annual equity award in connection with that annual meeting. Unless otherwise provided by the Board, an employee or former employee of the Company or one of its subsidiaries who ceases to be so employed and becomes a non-employee director will not be eligible for an initial equity award as described above but will be eligible for cash compensation and annual equity awards on the same basis as other non-employee directors.

(1)	This share limit to be proportionately adjusted for, and to mitigate the impact of, any stock split, reverse stock split, or stock dividend.

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Director Compensation Table - Fiscal Year 2025

The following table sets forth the total compensation paid to our non-employee directors for their service on our Board of Directors during fiscal year 2025. Mr. Hastings, who is employed by us, does not receive any additional compensation for his service on the Board.


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)⁽¹⁾⁽²⁾	All Other Compensation ($)	Total ($)
Ali Behbahani, M.D., M.B.A.	87,500	—	67,289	—	154,789
Michael Dybbs, Ph.D.	63,000	—	67,289	—	130,289
Simeon George, M.D., M.B.A.	46,000	—	67,289	—	113,289
Leone Patterson, M.B.A.	55,000	—	67,289	—	122,289
Zachary Scheiner, Ph.D.	51,000	—	67,289	—	118,289
Angela Thedinga, M.B.A., M.P.H.	65,500	—	67,289	—	132,789
George Vratsanos, M.D., FACR	52,000	—	67,289	—	119,289

(1)

Represents the aggregate grant date fair value of stock options awarded to the non-employee director in 2025. On June 5, 2025, each of our non-employee directors then serving on our Board of Directors was granted an option to acquire 46,000 shares of Company common stock and each such non-employee director’s award had an aggregate grant date fair value of $67,289.

These values have been determined under FASB ASC Topic 718, the principles used to calculate the grant date fair value of equity awards for purposes of our financial statements. For a discussion of the assumptions and methodologies used to calculate these amounts, please see the discussion of equity awards contained in Note 11, Share-Based Compensation, to our financial statements included in our annual report on Form 10-K for 2025, filed with the SEC on March 25, 2026. The amounts reported in this column reflect the accounting grant date fair value of the awards (or incremental fair value resulting from an award modification, as the case may be) and do not necessarily reflect the actual economic value that may be received by the non-employee directors upon exercise of the stock options.

(2)	The aggregate number of shares of Company common stock covered by the outstanding stock options held by each non-employee director as of December 31, 2025 were as set forth below. No non-employee director held any other Company equity awards as of that date.


Director			Number of Outstanding Stock Options as of 12/31/25
Ali Behbahani, M.D., M.B.A.			134,211
Michael Dybbs, Ph.D.			134,211
Simeon George, M.D., M.B.A.			134,211
Leone Patterson, M.B.A.			182,240
Zachary Scheiner, Ph.D.			134,211
Angela Thedinga, M.B.A., M.P.H.			126,218
George Vratsanos, M.D., FACR			91,000

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	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 April 17, 2026 unless otherwise indicated, by:

•	each person who we know beneficially owns more than 5% of our common stock;

•	each of our directors;

•	each Named Executive Officer as set forth in the Summary Compensation Table included in this Proxy Statement; and

•	all of our current directors and executive officers as a group.

The information below is based on 71,290,925 shares of our common stock outstanding as of April 17, 2026 and 3,000,031 shares that could be issued upon the exercise of Pre-Funded Warrants (as defined below).

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules take into account shares of common stock issuable pursuant to the exercise of stock options that are either immediately exercisable or exercisable within 60 days of April 17, 2026 and RSUs that will vest within 60 days of April 17, 2026. These shares are deemed to be outstanding and beneficially owned by the person holding those options or RSUs for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in the following table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. Unless otherwise indicated, the address for each person or entity identified in the following table is 1150 Veterans Boulevard, South San Francisco, CA 94080.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


	Amount of Beneficial Ownership	% of Class
>5% Stockholders
Entities affiliated with RA Capital⁽¹⁾	13,939,371	18.8%
Named Executive Officers and Directors
Paul Hastings⁽²⁾	2,643,043	3.6%
Nadir Mahmood⁽³⁾	403,117	*
Shawn Rose⁽⁴⁾	14,479	*
Ali Behbahani⁽⁵⁾	134,211	*
Michael Dybbs⁽⁶⁾	134,211	*
Simeon George⁽⁷⁾	3,467,544	4.7%
Leone Patterson⁽⁸⁾	182,240	*
Zachary Scheiner⁽⁹⁾

SEC Form DEF 14A filed by Nkarta Inc.