PRE 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

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

Humacyte, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):


☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rule 14a-6(i)(1) and 0-11

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PRELIMINARY PROXY STATEMENT DATED APRIL 17, 2026 – SUBJECT TO COMPLETION

Humacyte, Inc.

2525 East North Carolina Highway 54

Durham, NC 27713

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Humacyte, Inc., a Delaware corporation (the “Company”). The Annual Meeting will be held on June 9, 2026, at 8:00 a.m. Eastern Time virtually at www.virtualshareholdermeeting.com/HUMA2026 for the following purposes:

To elect John P. Bamforth, Keith Anthony Jones and Kathleen Sebelius to serve as Class II directors until the 2029 annual meeting of stockholders;

To approve, on an advisory basis, the compensation paid to the Company’s named executive officers;

To approve, on an advisory basis, the frequency of future advisory votes to approve the compensation paid to the Company’s named executive officers;

To ratify the selection of PricewaterhouseCoopers LLP by the Board of Directors as the independent registered public accounting firm of the Company for the year ending December 31, 2026;

To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the total number of authorized shares of common stock from 350,000,000 to 550,000,000 shares; and

To transact any other business properly brought before the Annual Meeting or any adjournments or postponements thereof.

Only stockholders of record at the close of business on April 23, 2026 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. A complete list of such stockholders will be available for inspection at the Company’s offices in Durham, North Carolina during normal business hours for a period of ten days prior to the Annual Meeting.

To provide convenient access and promote attendance and participation, we will hold the Annual Meeting virtually. Stockholders may attend the Annual Meeting by logging in at www.virtualshareholdermeeting.com/HUMA2026. Stockholders will not be able to attend the Annual Meeting in person; however, stockholders will be able to participate, vote electronically and submit questions during the live webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/HUMA2026 and entering the 16 digit control number found on their proxy card. Please see page of the Company’s proxy statement for additional information regarding participation in the Annual Meeting.

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Your vote is important. Whether or not you plan to attend the Annual Meeting, please submit your proxy over the internet or by telephone, or by completing, signing, dating and returning your proxy card or voting instruction form by mail so that your shares will be represented at the Annual Meeting. Instructions for voting are described in the Company’s proxy statement for the Annual Meeting and proxy card.

We are pleased to utilize the Securities and Exchange Commission’s rules that allow us to furnish these proxy materials and our Annual Report on Form 10-K in digital form online. Stockholders of record will be mailed a Notice of Internet Availability of Proxy Materials, which provides instructions on how to access the proxy materials and our Annual Report on Form 10-K and, if they prefer, how to request paper copies of these materials. We believe providing these materials online enables us to reduce the environmental impact of our Annual Meeting and lower our printing and delivery costs while providing stockholders with the information they need quickly and efficiently.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 9, 2026:

The Company’s Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at www.proxyvote.com.


	By Order of the Board of Directors,
	Laura E. Niklason
	President, Chief Executive Officer and Director
	Durham, North Carolina
	, 2026

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		Page
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND VOTING		2
PROPOSAL 1: ELECTION OF DIRECTORS		9
CORPORATE GOVERNANCE		16
INFORMATION ABOUT OUR EXECUTIVE OFFICERS		23
PROPOSAL 2: APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION		24
EXECUTIVE COMPENSATION		25
PROPOSAL 3: APPROVAL OF THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION		45
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS		46
PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		48
AUDIT COMMITTEE REPORT		50
PROPOSAL 5: APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK		51
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		53
OTHER MATTERS		55
CONTACT INFORMATION FOR QUESTIONS AND ASSISTANCE WITH VOTING		56

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Humacyte, Inc.

2525 East North Carolina Highway 54

Durham, NC 27713

PROXY STATEMENT

General Information

This Proxy Statement is furnished in connection with the solicitation of proxies to be voted at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Humacyte, Inc., which will be held on June 9, 2026, at 8:00 a.m. Eastern Time in a virtual only format.

To participate in the Annual Meeting you must access the virtual meeting at www.virtualshareholdermeeting.com/HUMA2026 and use the 16-digit control number provided with your proxy materials. Our virtual meeting platform allows all participating stockholders to submit questions during the Annual Meeting. In addition, it also allows our stockholders to vote on proposals online. We believe that our virtual platform increases stockholder participation, while also affording the same rights and opportunities to participate as stockholders would have at a physical annual meeting. A support number will be available on the virtual meeting landing page 15 minutes prior to the meeting if you need assistance.

When this Proxy Statement refers to “Humacyte,” the “Company,” “we,” “us” or “our,” it is referring to Humacyte, Inc.

This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“Annual Report”) are available at www.proxyvote.com. On or about , we will begin mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access and review this Proxy Statement and the Annual Report. The Notice also instructs you on how you may submit your proxy. If you would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting those materials included in the Notice.

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND VOTING

Why am I receiving this Proxy Statement and a related proxy card?

You have received these proxy materials because you owned shares of Humacyte common stock at the close of business on April 23, 2026, the record date for the Annual Meeting (the “Record Date”), and our Board of Directors (the “Board”) is soliciting your proxy to vote at the Annual Meeting. This Proxy Statement describes matters on which we would like you to vote at the Annual Meeting so that you can make an informed decision.

Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a printed set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we are permitted to furnish our proxy materials over the internet to our stockholders by delivering the Notice in the mail. This method conserves natural resources and reduces our costs, while providing stockholders with a convenient way of accessing the materials and voting. As a result, only stockholders who specifically request a printed copy of the Proxy Statement will receive one. The Notice instructs stockholders on how to access and review the Proxy Statement and Annual Report over the internet at www.proxyvote.com. The Notice also instructs you on how you may submit your proxy. If a stockholder who received a Notice would like to receive a printed copy of our proxy materials, such stockholder should follow the instructions for requesting these materials contained in the Notice.

Why are you holding a virtual Annual Meeting?

To provide convenient access and promote attendance and participation, our 2026 Annual Meeting is being held in a virtual-only format with no physical location. Our goal for the Annual Meeting is to enable stockholders to participate in the meeting, while providing substantially the same access and possibilities for exchange with the Board and our senior management as an in-person meeting. We believe that this approach represents best practices for virtual stockholder meetings, including by providing a support line for technical assistance and addressing as many stockholder questions as time allows.

How do I ask questions in the virtual meeting?

We are committed to ensuring that our stockholders have substantially the same opportunities to participate in the virtual Annual Meeting as they would at an in-person meeting. To submit a question during the meeting, visit www.virtualshareholdermeeting.com/HUMA2026, enter your 16-digit control number and type your question into the “Ask a Question” field and click “Submit.” If you would like to submit a question before the meeting, visit www.proxyvote.com with your 16-digit control number and select the “Submit a Question for Management” option. We encourage you to submit any question that is relevant to the business of the meeting. Questions pertinent to meeting matters will be answered during the meeting as time allows. Please refer to our Meeting Rules of Conduct for more information on how to ask questions, which will be available during the Annual Meeting at www.virtualshareholdermeeting.com/HUMA2026.

How may I vote at the Annual Meeting?

You are invited to attend the Annual Meeting virtually to vote on the proposals described in this Proxy Statement. If you wish to vote during the virtual Annual Meeting, you can vote your shares at www.virtualshareholdermeeting.com/HUMA2026.

However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply follow the instructions below to submit your proxy over the internet or via telephone. If you received a printed set of materials, you may also vote by mail by completing, signing, dating and returning the proxy card.

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When you vote, regardless of the method used, you appoint Laura E. Niklason, our President and Chief Executive Officer, Dale A. Sander, our Chief Financial Officer, Chief Corporate Development Officer and Treasurer, and Kathleen Sebelius, the Chair of our Board, as your representatives (or proxyholders) for the Annual Meeting. They will vote your shares at the Annual Meeting as you have instructed them or, if a matter that is not on the proxy card comes up for vote, in accordance with their best judgment. This way, your shares will be voted whether or not you attend the Annual Meeting.

Who is entitled to vote at the Annual Meeting?

Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. On the Record Date, there were shares of our common stock outstanding. All of these outstanding shares are entitled to vote at the Annual Meeting (one vote per share of common stock) in connection with the matters set forth in this Proxy Statement.

A list of stockholders entitled to vote will be accessible for ten days prior to the Annual Meeting at our principal place of business, 2525 East North Carolina Highway 54, Durham, North Carolina 27713, during ordinary business hours.

What is a stockholder of record and how can I vote if I am a stockholder of record?

If, on the Record Date, your shares of common stock were registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. Stockholders of record may vote over the internet, via telephone or by mail (if you received a proxy card by mail) as described below. Stockholders also may attend the Annual Meeting and vote their shares virtually.

•

You may vote by using the internet. The address of the website for internet voting is www.proxyvote.com. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on the day before the Annual Meeting. Easy-to-follow instructions allow you to vote your shares and confirm that your vote has been properly recorded.

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You may vote by telephone. The toll-free number for telephone voting is 1-800-690-6903. Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on the day before the Annual Meeting. Voice prompts allow you to vote your shares and confirm that your vote has been properly recorded.

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You may vote by mail. If you received a proxy card by mail and choose to vote by mail, simply mark your proxy card, date and sign it, and return it in the postage-paid envelope provided.

The method you use to vote will not limit your right to vote at the Annual Meeting if you decide to attend virtually. If you wish to vote during the virtual Annual Meeting, you can vote your shares at www.virtualshareholdermeeting.com/HUMA2026. In all cases, your shares will be voted according to your instructions.

What is a beneficial owner of shares and how can I vote if I am a beneficial owner?

If, on the Record Date, your shares of common stock were not held in your name, but rather were held through a bank, broker or other nominee, then you are the beneficial owner of shares held in “street name,” and you will need to submit voting instructions to the institution that holds your shares. If you do not give instructions to your broker, your broker can vote your shares only with respect to “discretionary” items, but not with respect to “non-discretionary” items.

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Discretionary items are proposals considered routine under applicable rules on which your broker may vote shares held in street name if you have not provided voting instructions. On non-discretionary items for which you do not give your broker instructions, your broker may not vote shares held in street name, which is referred to as a “broker non-vote.” Please see “—What proposals will be voted on at the Annual Meeting and what vote is required to approve each proposal?” below for details regarding broker voting for each proposal.

As a beneficial owner, you are invited to attend the Annual Meeting. If you are a beneficial owner and not the stockholder of record, you may not vote your shares during the virtual Annual Meeting unless you request and obtain a valid proxy from your bank, broker or other nominee.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:

•

You may submit a subsequent proxy over the internet, via telephone or by mail (if you received a proxy card by mail) executed on a later date;

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You may deliver a written notice that you are revoking your proxy to the Secretary of the Company at 2525 East North Carolina Highway 54, Durham, North Carolina 27713; or

•

You may attend the Annual Meeting and vote your shares virtually. Simply attending the Annual Meeting without affirmatively voting will not, by itself, revoke your proxy.

If you hold your shares in street name, you must contact the bank, broker or other nominee holding your shares and follow their instructions for changing your vote.

What is the quorum requirement?

A quorum of stockholders is necessary to conduct business at the Annual Meeting. Pursuant to our Amended and Restated By Laws (the “Bylaws”), a quorum will be present if a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at the Annual Meeting is represented at such meeting. On the Record Date, there were shares of common stock outstanding and entitled to vote. Thus, shares must be represented by stockholders present at the Annual Meeting or represented by proxy to have a quorum.

Your shares will be counted towards the quorum if you submit a valid proxy (or one is submitted on your behalf by your bank, broker or other nominee) or if you attend the Annual Meeting and vote virtually. Abstentions and broker discretionary votes will be counted for the purpose of determining whether a quorum is present for the transaction of business. If a quorum is not present, the chairman of the meeting may adjourn the Annual Meeting to another date.

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What proposals will be voted on at the Annual Meeting and what vote is required to approve each proposal?

The following table provides a description of the proposals that will be voted on at the Annual Meeting:


Proposal	Board Recommendation	Vote Required	Broker Discretionary Voting Allowed?
Proposal 1: Election of three Class I directors	FOR	Plurality of Votes Cast	No
Proposal 2: Approval of named executive officer compensation	FOR	Majority of Votes Cast	No
Proposal 3: Approval of the frequency of future advisory votes on named executive officer compensation	FOR	Plurality of Votes Cast	No
Proposal 4: Ratification of the selection of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm	FOR	Majority of Votes Cast	Yes
Proposal 5: Approval of an amendment to the Certificate of Incorporation to increase the total number of authorized shares of common stock from 350,000,000 to 550,000,000 shares.	FOR	Majority of Votes Cast	Yes

Plurality of Votes Cast means that, with respect to Proposal 1, the nominees for director receiving the greatest number of votes will be elected. Withheld votes, abstentions and broker non-votes will have no effect on the election of a nominee. With respect to Proposal 3, stockholders may indicate whether they prefer that future advisory votes on named executive compensation be held every year, every two years or every three years, or may abstain from voting on the proposal. The frequency that receives the most votes will be approved. Abstentions and broker non-votes will have no effect on the proposal.

Majority of Votes Cast means that a proposal that receives an affirmative majority of the votes cast will be approved. Abstentions and broker non-votes, if any, will not be counted “For” or “Against” Proposal 2, Proposal 4 or Proposal 5 and will have no effect on the outcome of such proposals. We do not expect to receive broker non-votes for Proposal 4 or Proposal 5, as banks, brokers and other nominees will have discretionary authority to vote shares for which beneficial owners do not provide voting instructions on that proposal.

Votes on each proposal will be tabulated by the inspector of elections appointed for the meeting.

Could other matters be decided at the Annual Meeting?

The Company does not know of any other matters that may be presented for action at the Annual Meeting. Should any other business come before the Annual Meeting, the individuals named as proxies on the proxy card will have discretionary authority to vote the shares represented by proxies in accordance with their best judgment. If you hold shares through a bank, broker or other nominee, the individuals named as proxies on the proxy card will not be able to vote your shares on any other business that comes before the Annual Meeting unless such individuals receive instructions from you with respect to such other business.

What happens if I submit my proxy but do not provide voting instructions?

If you submit a proxy via telephone or the internet or return a signed and dated proxy card without indicating instructions with respect to a specific proposal, your shares will be voted in accordance with the Board’s recommendation for such proposal.

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If any other matter is properly presented at the Annual Meeting, the proxyholders for shares voted on the proxy card (i.e., one of the individuals named as proxies on the proxy card) will vote your shares using their best judgment.

Who pays for proxy solicitation?

The accompanying proxy is being solicited by the Board. We have engaged as a proxy solicitor to assist the Board in the solicitation of proxies for the Annual Meeting. We have agreed to pay a fee not to exceed $ plus reasonable expenses and customary charges for these services, which include the payment of certain fees and expenses for its services to solicit proxies. We will pay for the entire cost of soliciting proxies. In addition to this solicitation, directors and employees of the Company may solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What happens if the Annual Meeting is postponed or adjourned?

Unless the polls have closed or you have revoked your proxy, your proxy will still be in effect and may be voted once the Annual Meeting is reconvened. However, you will still be able to change or revoke your proxy with respect to any proposal until the polls have closed for voting on such proposal.

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

Preliminary voting results are expected to be announced at the Annual Meeting. We expect to report final voting results in a Current Report on Form 8-K filed with the SEC no later than the fourth business day after the Annual Meeting.

How can I find the Company’s proxy materials on the internet?

This Proxy Statement and the Annual Report are available on our website at www.humacyte.com. You also can obtain copies without charge on the SEC’s website at www.sec.gov and may access these materials at www.proxyvote.com. The information contained on our website, and in all references to our website within this Proxy Statement, shall not be deemed incorporated by reference in this Proxy Statement or in any other filing we make under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

How do I obtain a separate set of the Company’s proxy materials if I share an address with other stockholders?

In some cases, stockholders holding their shares in a brokerage or bank account who share the same surname and address receive only one copy of the Notice. This practice is called “householding” and is designed to conserve natural resources and save printing and postage costs by reducing duplicate mailings. If you would like to have a separate copy of the Notice, the Annual Report or this Proxy Statement mailed to you or receive separate copies of future mailings, please submit your request to the address or phone number that appears on your Notice or proxy card. We will deliver such additional copies promptly upon receipt of such request.

In other cases, stockholders receiving multiple copies of proxy materials at the same address may wish to receive only one copy. If you would like to receive only one copy, please submit your request to the address or phone number that appears on your Notice or proxy card.

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Can I receive future proxy materials electronically?

Yes. This Proxy Statement and the Annual Report are available on our website at www.humacyte.com. You also can obtain copies without charge on the SEC’s website at www.sec.gov and may access these materials at www.proxyvote.com. Instead of receiving paper copies in the mail, stockholders can elect to receive an e-mail that provides a link to our future annual reports and proxy materials on the internet. If you opt to receive your proxy materials electronically, you will receive an automatic link to the proxy voting site. In addition, electing to receive your proxy materials electronically will save us the cost of producing and mailing documents to your home or business and reduce the environmental impact of our annual meetings of stockholders.

May I propose actions for consideration at next year’s annual meeting of stockholders or nominate individuals to serve as directors?

Yes. The following requirements apply to stockholder proposals, including director nominations, for our 2027 annual meeting of stockholders:

Requirements for Stockholder Proposals to Be Considered for Inclusion in the Company’s Proxy Materials

Stockholders interested in submitting a proposal (other than the nomination of directors) for inclusion in the proxy materials to be distributed by us for our 2027 annual meeting of stockholders may do so by following the procedures prescribed in Rule 14a-8 promulgated under the Exchange Act regarding the inclusion of stockholder proposals in company-sponsored proxy materials. To be eligible for inclusion in the Company’s proxy materials, stockholder proposals must be received at our principal executive offices no later than the close of business on , 2026, which is the 120th day prior to the first anniversary of the date that we released this Proxy Statement to our stockholders for the Annual Meeting. To be included in our proxy materials, your proposal also must comply with our Bylaws and Rule 14a-8 promulgated under the Exchange Act regarding the inclusion of stockholder proposals in company-sponsored proxy materials. If we change the date of our 2027 annual meeting of stockholders by more than 30 days from the anniversary of this year’s Annual Meeting, stockholder proposals must be received a reasonable time before we begin to print and mail our proxy materials for our 2027 annual meeting of stockholders. Such proposals should be sent to: Humacyte, Inc., 2525 East North Carolina Highway 54, Durham, North Carolina 27713, Attention: Secretary.

Requirements for Stockholder Proposals Not Intended for Inclusion in the Company’s Proxy Materials

Stockholders who wish to present a proposal at our 2027 annual meeting of stockholders, but who do not intend for such proposal to be included in the Company’s proxy materials for such meeting, must give written notice of such proposal to the Company pursuant to our Bylaws. Such notice must be received by the Company’s Secretary at our principal executive offices no earlier than the opening of business on February 9, 2027, which is the 120th day before the anniversary date of this year’s Annual Meeting and no later than the close of business on March 11, 2027, which is the 90th day before the anniversary date of this year’s Annual Meeting.

However, if we change the date of our 2027 annual meeting of stockholders by more than 30 days before or more than 60 days after the date of this year’s Annual Meeting, notice of such proposal must be delivered no earlier than the close of business on the 120th day before the 2027 annual meeting of stockholders and not later than the later of (a) the close of business on the 90th day before the 2027 annual meeting of stockholders or (b) the close of business on the tenth day following the day on which public announcement of the date of the 2027 annual meeting of stockholders is first made by the Company.

The stockholder’s written notice must include certain information concerning the stockholder and each proposal, as specified in our Bylaws. However, the foregoing requirements will be deemed satisfied if the stockholder has provided notice to the Company of such proposal in compliance with Rule 14a-8 promulgated under the Exchange Act.

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Requirements for Stockholder Nomination of Director Candidates Not Intended for Inclusion in the Company’s Proxy Materials

Stockholders who wish to make a nomination of a director candidate at our 2027 annual meeting of stockholders, but who do not intend for such nomination to be included in the Company’s proxy materials for such meeting, must give written notice of such nomination to the Company pursuant to our Bylaws. Such notice must be received by the Company’s Secretary at our principal executive offices no earlier than the opening of business on February 9, 2027, which is the 120th day before the anniversary date of this year’s Annual Meeting and no later than the close of business on March 11, 2027, which is the 90th day before the anniversary date of this year’s Annual Meeting.

However, if we change the date of our 2027 annual meeting of stockholders by more than 30 days before or more than 60 days after the date of this year’s Annual Meeting, notice of such nomination must be received no earlier than the opening of business on the 120th day before the 2027 annual meeting of stockholders and not later than the later of (a) the close of business on the 90th day before the 2027 annual meeting of stockholders or (b) the close of business on the tenth day following the day on which public announcement of the date of the 2027 annual meeting of stockholders is first made by the Company. In the case of a special meeting of stockholders called for the purpose of electing directors, such nominations must be received no later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made by the Company.

The stockholder’s written notice must include certain information concerning the stockholder and each director nomination, as specified in our Bylaws.

In addition to satisfying the foregoing requirements under the Company’s Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Board’s nominees must provide notice that sets forth the information required by Rule 14a-19 promulgated under the Exchange Act. If the stockholder does not also satisfy the requirements of Rule 14a-4 promulgated under the Exchange Act, the persons named as proxies will be allowed to use their discretionary voting authority when and if the matter is raised at the 2027 annual meeting of stockholders. Notice of such nomination should be sent to: Humacyte, Inc., 2525 East North Carolina Highway 54, Durham, North Carolina 27713, Attention: Secretary.

Copy of Amended and Restated Bylaws

You may request a copy of our Bylaws to be delivered to you at no charge by writing to the Company’s Secretary at Humacyte, Inc., 2525 East North Carolina Highway 54, Durham, North Carolina 27713, Attention: Secretary. In addition, we have filed a copy of our Bylaws as Exhibit 3.2 to our Annual Report, which may be accessed without charge on the investors section of our website at www.humacyte.com and the SEC’s website at www.sec.gov. The information contained on our website, and in all references to our website within this Proxy Statement, shall not be deemed incorporated by reference in this Proxy Statement or in any other filing we make under the Exchange Act.

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PROPOSAL 1:

ELECTION OF DIRECTORS

Under our Certificate of Incorporation and Bylaws, the Board is divided into three classes of roughly equal size. The members of each class are elected to serve a three-year term with the term of office of each of the three classes ending in successive years. Pursuant to our Bylaws, the Board has fixed the current number of directors at 12, which will be reduced to 11 directors following the Annual Meeting. John P. Bamforth, Keith Anthony Jones and Kathleen Sebelius are the three Class II directors whose terms expire at this Annual Meeting.

At the Annual Meeting, shares represented by signed proxy cards will be voted on Proposal 1 “For” the election of the nominees to the Board, unless otherwise marked on the card. If any of the nominees becomes unavailable for election as a result of an unexpected occurrence, shares represented by proxy will be voted for the election of a substitute nominee designated by the current Board, unless otherwise marked on the card. Each of the nominees has agreed to serve as a director if elected. We have no reason to believe that any of the nominees will be unable to serve if elected.

Certain information about each of the nominees is furnished below, including their business experience, public company director positions held currently or at any time during the last five years and the experience, qualifications, attributes or skills that caused the Nominating and Governance Committee and the Board to determine that the nominees should serve as directors.


Name	Age	Positions and Offices Held with Company	Director Since
John P. Bamforth (1)	62	Director	2024
Keith Anthony Jones (1)	65	Director	2024
Kathleen Sebelius (2)	77	Director and Chair	2021

(1)

Member of the Commercial Committee

(2)

Member of the Audit Committee

Class II Directors (Terms Expire in 2026)

John P. Bamforth has served as a member of our Board since 2024. Dr. Bamforth served as Executive Director of Eshelman Innovation, a translational innovation institute at the University of North Carolina–Chapel Hill, from October 2019 to July 2025. Prior to joining Eshelman Innovation, Dr. Bamforth spent 30 years at Eli Lilly and Company (“Lilly”) until his retirement in 2018, in an array of roles primarily focused on brand development and commercialization. In 2012, he was appointed Chief Marketing Officer for Lilly’s multi-billion-dollar U.S. business and in 2016 he became Chief Marketing Officer for Lilly’s global business. Dr. Bamforth currently sits on the board of directors of READDI (Rapidly Emerging Antiviral Drug Development Initiative), a global non-profit developing small molecule antiviral drugs for pandemics, Akancocure, a private biotechnology company, and Eshelman Innovation. He has acted as a strategic advisor to Cape Fear BioCapital since August 2025. Between 2019 and 2021, Dr. Bamforth also served on the board of directors of the Structural Genomic Consortium (SGC), a public-private partnership exploring the human genome for novel biological targets of disease. In 2017, Dr. Bamforth co-founded B and M Impact Foundation dedicated to enabling disadvantaged youth to attend college. Dr. Bamforth holds a BPharm from the University of Bath and a Ph.D. and D.Sc. (Hon.) from Aston University in England.

We believe that Dr. Bamforth is qualified to serve as a director based on his extensive scientific and pharmaceutical management experience.

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Keith Anthony Jones has served as a member of our Board since 2024. Dr. Jones served as the Chief Physician Executive of the University of Alabama at Birmingham (“UAB”) Health System as well as the Senior Associate Dean for Clinical Affairs of the UAB Heersink School of Medicine (“UABHSOM”), and the President of the University of Alabama Health Services Foundation (the “UAHSF”) from 2017 until May 2024. The UAHSF is the Faculty Practice Plan for the UABHSOM and employs approximately 1,400 academic physicians. Dr. Jones also served as the Maurice S. Albin Professor of Anesthesiology and Perioperative Medicine at the UABHSOM from 2019 until May 2024. From 2006 to 2017, Dr. Jones served as Chair of the Department of Anesthesiology and Perioperative Medicine for the UABHSOM and Chief of Anesthesiology Services for UAB Hospital. He is a member of the American Society of Anesthesiologists, where he has served on and led numerous committees. Dr. Jones holds a B.S. in microbiology and an M.D. from the University of Alabama and completed his residency and postdoctoral fellowship at the Mayo Graduate School of Medicine.

We believe that Dr. Jones is qualified to serve as a director based on his extensive medical expertise and administrative experience in the UAB Health System.

Kathleen Sebelius is the chair of our Board. She has served as a member of our Board since August 2021 and previously served as a member of Humacyte Global, Inc. (“Legacy Humacyte”) board of directors from September 2015 to August 2021. Ms. Sebelius is the Chief Executive Officer of Sebelius Resources LLC, which provides strategic advice to private companies, not-for-profit organizations, higher education institutions and financial investors. From April 2009 to June 2014, Ms. Sebelius served as U.S. Secretary of Health and Human Services (“HHS”). Prior to serving as HHS Secretary, Ms. Sebelius was the Governor of Kansas and served two terms as the Kansas insurance commissioner and four terms in the Kansas Legislature. Ms. Sebelius currently serves on the board of directors of Devoted Health, Inc., Included Health Inc. and Exact Sciences Corporation. She also serves as a director of KFF (formerly the Kaiser Family Foundation) and Project 50. Ms. Sebelius co-chairs the Aspen Institute Health Strategy Group and serves on advisory boards for the Dole Institute of Politics, Out Leadership, and the Estée Lauder Foundation. Ms. Sebelius holds a master of public administration degree from the University of Kansas and a B.A. in Political Science from Trinity Washington University.

We believe that Ms. Sebelius’ distinguished leadership in the healthcare reimbursement industry, tenure in the public sector and experience with regulatory process and policies provides her with executive leadership, strategic, regulatory, talent management, reimbursement and policy expertise.

Vote Required

Directors are elected by a plurality of the votes cast at the Annual Meeting. The three nominees receiving the highest number of “For” votes will be elected. Abstentions and broker non-votes will have no effect on the outcome of the election of directors at the Annual Meeting.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH DIRECTOR NOMINEE.

Directors Not Standing for Election

Certain information about those directors whose terms do not expire at the Annual Meeting is furnished below, including their business experience, public company director positions held currently or at any time during the last five years and the experiences, qualifications, attributes or skills that caused the Nominating and Governance Committee and the Board to determine that each director should serve as one of our directors. The term of the Class III directors will expire at the 2027 annual meeting of stockholders, and the term of the Class I directors will expire at the 2028 annual meeting of stockholders.

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On March 26, 2026, Todd M. Pope notified the Company that he intends not to stand for re-election at the Annual Meeting. Mr. Pope’s decision was not the result of any disagreement between Mr. Pope and the Company, its management, board of directors or any committee thereof, or with respect to any matter relating to the Company’s operations, policies or practices. Rather, Mr. Pope’s growing outside professional and business obligations led to his decision not to stand for re-election. Mr. Pope has been a valued member of the Board, and the Company thanks him for his contributions.


Name	Age	Positions and Offices Held with Company	Director Since
Emery N. Brown (1)	69	Director	2021
Michael T. Constantino (2)(3)	63	Director	2021
Brady W. Dougan	66	Director	2021
C. Bruce Green (1)(4)	70	Director	2022
Laura E. Niklason	63	Director, President and Chief Executive Officer	2021
Todd M. Pope (3)(4)	60	Director	2021
Diane Seimetz (4)	55	Director	2022
Max Wallace (1)(3)	74	Director	2021
Susan Windham-Bannister (2)(4)	74	Director	2021

(1)

Member of the Nominating and Governance Committee

(2)

Member of the Audit Committee

(3)

Member of the Compensation Committee

(4)

Member of the Commercial Committee

Class III Directors (Terms Expire in 2027)

Emery N. Brown has served as a member of our Board since August 2021. Dr. Brown currently serves as the Warren M. Zapol Professor of Anaesthesia at Harvard Medical School and the Edward Hood Taplin Professor of Medical Engineering and Computational Neuroscience at the Massachusetts Institute of Technology. He has been on the faculty at Harvard Medical School and MIT since May 1992 and October 2005, respectively. Dr. Brown has also served as an anesthesiologist at Massachusetts General Hospital from May 1992 to May 2022. Dr. Brown is an editor of PNAS and a member of the Editorial Advisory Committee of the New England Journal of Medicine. Dr. Brown currently serves on the Board of Trustees of the Guggenheim Foundation, the Board of Trustees of the Simons Foundation, and the board of directors of PASCALL Systems, Inc., an early-stage medical device startup which he co-founded. Dr. Brown is a member of the National Academy of Inventors, the American Philosophical Society, the National Academy of Medicine, the National Academy of Sciences and the National Academy of Engineering. Dr. Brown is a recipient of the National Medal of Science. Dr. Brown holds an M.D. from Harvard Medical School, a Ph.D. and M.A. in statistics from Harvard University and a B.A. in applied mathematics from Harvard College.

We believe that Dr. Brown is qualified to serve as a director based on his extensive medical and scientific knowledge and experience.

Michael T. Constantino has served as a member of our Board since August 2021. Mr. Constantino is a retired Ernst & Young LLP assurance partner who served in the Research Triangle Park region of North Carolina for over 30 years. From 2009 to 2012, he served as the Office Managing Partner for the combined Raleigh/Greensboro office of Ernst & Young. Mr. Constantino served as a member of the board and the chairman of the audit committee of 9 Meters Biopharma, Inc., a clinical-stage biopharmaceutical company. He also served on the advisory board for CREO, Inc., an RTP-based consultancy focused on growth management and data transformation services, and served as chair of the board for the NC State Foundation. Mr. Constantino holds a B.A. in both Accounting and Business Management from NC State University and is a North Carolina Certified Public Accountant, or CPA.

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We believe that Mr. Constantino is qualified to serve as a director based on his extensive experience as a CPA and with SEC compliance matters and Sarbanes-Oxley internal control over financial reporting.

Laura E. Niklason is the founder of Legacy Humacyte. Dr. Niklason has served as our President and Chief Executive Officer and as a member of the Board since August 2021, and previously served as President and Chief Executive Officer of Legacy Humacyte since November 2020 and as a member of the Legacy Humacyte board of directors since 2004. Dr. Niklason has served in a senior scientist capacity at the Company from 2005 through 2020. Dr. Niklason has served as an adjunct professor at Yale University since November 2020 and previously served as the Nicholas M. Greene Professor of Anesthesiology and Biomedical Engineering at Yale University from 2006 to November 2020. She was inducted into the National Academy of Inventors in 2014 and was elected to the National Academy of Medicine and the National Academy of Engineering in 2015 and 2020, respectively. Dr. Niklason holds a Ph.D. in Biophysics from the University of Chicago and an M.D. from the University of Michigan. Dr. Niklason completed her residency training in anesthesia and intensive care unit medicine at the Massachusetts General Hospital and completed post-doctoral scientific training at the Massachusetts Institute of Technology. Dr. Niklason is married to Mr. Dougan, a member of the Board.

We believe that Dr. Niklason is qualified to serve as a director based on her significant experience in the biotechnology industry, her extensive training in medicine and science and her role as the founder of Legacy Humacyte.

Susan Windham-Bannister has served as a member of our Board since August 2021. Dr. Windham-Bannister is a nationally and internationally recognized expert in biopharma innovation, market access and market optimization strategies. She has served as President and Chief Executive Officer of Biomedical Growth Strategies, LLC, a strategic advisory firm serving the life sciences and healthcare industries, since September 2015. During her career as a strategy consultant, she has crafted the launch strategies for numerous “block buster” drugs, biologics and diagnostics. From 2008 to 2015, Dr. Windham-Bannister served as founding President and Chief Executive Officer of the Massachusetts Life Sciences Initiative, a $1 billion life sciences-dedicated investment fund. Dr. Windham-Bannister currently serves on the board of directors of Aridis Pharmaceuticals, Inc., a public late-stage biopharmaceutical company and on the advisory boards of the Paris Saclay Cancer Center and Brockton Everlast, a London-based firm. She is the board chair of BioscienceLA, a nonprofit independent innovation catalyst in Los Angeles. Dr. Windham-Bannister holds a Ph.D. in Health Policy and Management from the Florence Heller School at Brandeis University. She was a Post-Doctoral Fellow at Harvard University’s John F. Kennedy School and a Fellow in the Center for Science and Policy (CSAP) at Cambridge University, Cambridge, England.

We believe that Dr. Windham-Bannister is qualified to serve as a director based on her status as an internationally recognized expert in innovation, market access, and market optimization strategies.

Class I Directors (Terms Expire in 2028)

Brady W. Dougan has served as a member of our Board since August 2021. He previously served as the chair of the board of directors of Legacy Humacyte from March 2019 to August 2021 and as a member of its board of directors since 2005. Since July 2015, Mr. Dougan has served as Chairman and Chief Executive Officer of Exos Securities (“Exos”). From May 2007 through June 2015, Mr. Dougan served as Chief Executive Officer and Member of the Executive Board of Credit Suisse Group AG and Credit Suisse AG, steering the bank through the financial crisis of 2008 and various reforms and changes in the banking industry. Prior to that time, Mr. Dougan served in various leadership positions at Credit Suisse. Mr. Dougan currently serves on the Board of Trustees for the University of Chicago. Mr. Dougan holds a B.A. in Economics and an M.B.A. in Finance from the University of Chicago. Mr. Dougan is married to Laura E. Niklason, Humacyte’s President and Chief Executive Officer and a member of our Board.

We believe that Mr. Dougan is qualified to serve as a director based on his significant executive leadership experience and his extensive experience related to financing for public and private companies.

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C. Bruce Green has served as a member of our Board since 2022. Dr. Green served as the 20th Surgeon General of the U.S. Air Force from August 2009 through July 2012, during which time he oversaw all U.S. Air Force Medical Service activities, including a staff of over 42,800 people assigned to 75 medical facilities worldwide. Prior to serving as Surgeon General, Dr. Green served as Assistant Surgeon General for Health Care Operations from July 2005 to August 2006 and Deputy Surgeon General of the U.S. Air Force from August 2006 to August 2009. Dr. Green was commissioned through the Health Professions Scholarship Program and entered active duty with the U.S. Air Force in 1978. After 34 years of service, he retired from the Air Force in July 2012 with the rank of Lieutenant General. Dr. Green served as Director and Chief Medical Officer of Deloitte Federal Consulting from October 2013 until his retirement in 2022. Dr. Green completed residency training in family practice at Eglin Regional Hospital, Eglin Air Force Base, Florida, and in aerospace medicine at Brooks Air Force Base, Texas. He received his B.S. from the University of Wisconsin–Parkside, his M.D. from the Medical College of Wisconsin and his M.P.H. from the Harvard School of Public Health.

We believe that Dr. Green is qualified to serve as a director based on his extensive healthcare management experience derived from his distinguished career and leadership positions with the U.S. Air Force Medical Service.

Diane Seimetz has served as a member of our Board since 2022. Dr. Seimetz has over 25 years of international drug development, partnering and managerial experience in the biopharmaceutical industry. In 2013, she co-founded Biopharma Excellence and served as its Chief Executive Officer from December 2013 until June 2021. Biopharma Excellence was acquired by the PharmaLex Group in September 2020, and is now part of Cencora. Dr. Seimetz currently serves on the board of directors of Cumulus Oncology, GlycanAGE, Temedica and mbiomics. She is part of the scientific advisory board of the quadraScope fund. In 2023, she co-founded two biotech companies, Avocet Bio and Myopax. Dr. Seimetz began her professional career in 1999 with the Fresenius Healthcare Group and served as Executive Vice President of its biotech division and Chief Scientific Officer with responsibility for international drug development from 2008 to 2013. Dr. Seimetz received a degree in pharmaceutical science from the University of Saarland, a master’s degree in drug regulatory affairs from the University of Bonn, and a Ph.D. from the University of Heidelberg, for which her research work was conducted at the German Cancer Research Center and Johns Hopkins University.

We believe that Dr. Seimetz is qualified to serve as a director based on her extensive experience in international drug development, partnering and managerial experience in the biopharmaceutical industry.

Max Wallace has served as a member of our Board since August 2021 and previously served as a member of the Legacy Humacyte board of directors from June 2005 to August 2021. Mr. Wallace has served as the President of Round Table Research, a cancer research company, since March 2023. Mr. Wallace served as Chief Executive Officer of Accelerate Brain Cancer Cure, or ABC², a not-for-profit corporation seeking to drive research and treatments for brain tumors from August 2008 to December 2019. Prior to joining ABC², Mr. Wallace served as the Chief Executive Officer of TheraLogics, Inc. an early-stage biopharmaceutical company, and as President of Trimeris, Inc., a formerly public biopharmaceutical company founded by Mr. Wallace that created and brought to market a new class of drugs for the treatment of HIV, AIDS and other viral diseases and is now a part of Synageva BioPharma Corp. Mr. Wallace also founded and developed several other biopharmaceutical companies, including Cogent Neuroscience, Sphinx Pharmaceuticals Corporation, now a part of Lilly, and SARCO, Inc., now a part of PPD/Pharmaco, and co-founded and served as President of the North Carolina Bioscience Organization, the biotechnology industry’s trade organization in North Carolina. Mr. Wallace holds a B.A. in English and Political Science from Duke University and a J.D. from the University of Florida.

We believe that Mr. Wallace is qualified to serve as a director based on the depth of his experience in the biotechnology industry, including his service in executive roles at multiple emerging biopharmaceutical companies and his oversight of the development and commercialization of innovative technologies.

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Director Not Standing for Re-election

Todd M. Pope has served as a member of our Board since August 2021. Mr. Pope has been a partner of Revival Healthcare Capital since October 2022. Mr. Pope previously served as the President and Chief Executive Officer of WellAir Group Ltd., a leading clean air solutions company from February 2021 until March 2022. Prior to its acquisition by WellAir, Mr. Pope served as the Executive Chairman of UV Innovators, LLC, a developer of medical-grade handheld UVC disinfection technology, from February 2017 to February 2021. From 2008 to 2019, Mr. Pope served as the Chief Executive Officer of TransEnterix, Inc. (now Asensus Surgical, Inc.), a medical device company. He also previously served as worldwide president of Cordis, a multi-billion-dollar division within Johnson & Johnson’s medical device business. Mr. Pope currently serves on, and previously served as the chairman of, the board of directors of AdvaMed ACCEL, a medical technology industry group, the chairman of the board of Avania, a private medtech CRO, and a director of Distalmotion, a private Swiss robotics company. Mr. Pope also serves on the Educational Foundation for the University of North Carolina at Chapel Hill, where he is the immediate past executive chairman of the board. Time Magazine named Mr. Pope one of the “50 most influential people in healthcare 2018.” Mr. Pope holds a B.A. in Labor and Industrial Relations from the University of North Carolina.

We believe that Mr. Pope’s extensive experience in key leadership positions at public and private companies within the healthcare industry has provided him with executive leadership, finance, strategic, risk management, commercialization and scientific expertise. On March 26, 2026, Todd M. Pope notified the Company that he intends not to stand for re-election at the Annual Meeting.

Skills, Experiences and Backgrounds of our Director Nominees and Continuing Directors

Our Board believes that having a diverse mix of directors with complementary qualifications, expertise and attributes is essential to meeting its oversight responsibility. Our directors must consistently bring to bear practical wisdom and seasoned judgment gained from significant leadership skill and experience, while remaining adept at overseeing emerging risks and new business challenges. A mark in the chart below indicates a specific area of focus or expertise on which the board particularly relies or, for our director candidates, expects to rely. Not having a mark does not mean that the director does not possess that qualification or skill. Our director and director nominees biographies describe each director’s background and relevant experience in more detail.

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CORPORATE GOVERNANCE

Our Board is responsible for oversight of the management of the Company. In carrying out its responsibilities, the Board selects and monitors our management team, provides oversight of our financial reporting processes and determines and implements our corporate governance policies.

Corporate Governance Documents

Our Certificate of Incorporation and Bylaws, along with the charters of the committees of the Board, provide the framework for our corporate governance. Our current corporate governance documents can be found, together with other corporate governance information, in the investors section of our website at www.humacyte.com. The Board also evaluates the charters of its committees not less than annually.

Code of Business Conduct and Ethics

We have adopted a Code of Conduct and Ethics that applies to all officers, directors and employees of Humacyte and its subsidiaries. The Code of Conduct and Ethics codifies the business and ethical principles that govern all aspects of our business, reflecting our commitment to a culture of honesty, integrity and accountability. In addition to following the Code of Conduct and Ethics, officers, directors and employees are expected to seek guidance in situations where there is a question regarding compliance issues, whether with the letter or the spirit of our policies and applicable laws. The Code of Conduct and Ethics is available on the investors section of our website at www.humacyte.com. The information contained on our website, and in all references to our website within this Proxy Statement, shall not be deemed incorporated by reference in this Proxy Statement or in any other filing we make under the Exchange Act.

Board Composition

The Board directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board and its standing committees.

We have designated a Board size of 12 members, which will be reduced to 11 members following the Annual Meeting. Kathleen Sebelius serves as chair of the Board. The primary responsibilities of the Board are to provide risk oversight and strategic guidance to us and to counsel and direct our management. The Board meets on a quarterly basis and convenes additional meetings, as required.

Fresenius Medical Care Holdings, Inc. (“Fresenius Medical Care”) has designated one representative to attend, in a non-voting observer capacity, all meetings of the Board.

The Board is divided into three classes of directors, with the directors serving three-year terms. Mr. Dougan, Dr. Green, Dr. Seimetz and Mr. Wallace are Class I directors; Dr. Bamforth, Dr. Jones, Mr. Pope and Ms. Sebelius are Class II directors; and Dr. Brown, Mr. Constantino, Dr. Niklason and Dr. Windham-Bannister are Class III directors. Each class of directors is elected for a term of three years. The term of office of the Class II directors will expire at the Annual Meeting. The term of the current Class III directors will expire at the 2027 annual meeting of stockholders, and the term of the current Class I directors will expire at the 2028 annual meeting of stockholders.

On March 26, 2026, Mr. Pope notified the Company that he intends not to stand for re-election at the Annual Meeting.

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Family Relationships

Dr. Niklason, our President and Chief Executive Officer, is married to Mr. Dougan. Both Dr. Niklason and Mr. Dougan serve on the Board. There are no additional family relationships among the directors and executive officers of Humacyte.

Independence of Directors

The Nasdaq Stock Market LLC (“Nasdaq”) listing standards generally define an “independent director” as a person who is not an executive officer or employee, or who does not have a relationship that, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out his or her responsibilities as a director. In assessing director independence, the Board concluded that the independent directors have no conflict that might discourage critical review of the Company’s management and operations. The Board has determined that John P. Bamforth, Emery N. Brown, Michael T. Constantino, C. Bruce Green, Keith Anthony Jones, Todd M. Pope, Kathleen Sebelius, Diane Seimetz, Max Wallace and Susan Windham-Bannister are independent directors of the Company. The Board determined that Mr. Pope was an independent director of the Company prior to his notification on March 26, 2026, that he intends not to stand for re-election at the Annual Meeting.

The Board has determined that Laura E. Niklason and Brady W. Dougan are not independent directors of the Company.

Committees of the Board of Directors

As required under Nasdaq listing standards, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present.

The Board has an Audit Committee, a Nominating and Governance Committee, a Compensation Committee, and a Commercial Committee. From time to time, special committees may be established under the direction of the Board when necessary to address specific issues. Copies of each Board committee’s charter are posted on the investors section of our website at www.humacyte.com. The information contained on our website, and in all references to our website within this Proxy Statement, shall not be deemed incorporated by reference in this Proxy Statement or in any other filing we make under the Exchange Act.

Below is a description of each committee of the Board. The Board has determined that each member of the Audit, Compensation and Nominating and Governance Committees meets, or met during his or her service, applicable rules and regulations regarding “independence” and that each such member is or was free of any relationship that would interfere with his or her individual exercise of independent judgment with regard to the Company.

Audit Committee

The Audit Committee consists of Michael T. Constantino, Kathleen Sebelius, and Susan Windham-Bannister. Mr. Constantino serves as the chairperson of the Audit Committee. The Board has determined that each of Mr. Constantino, Ms. Sebelius, and Dr. Windham-Bannister is independent under Nasdaq listing standards and Rule 10A-3 promulgated under the Exchange Act. Each member of the Audit Committee is financially literate. The Board also has determined that Mr. Constantino is an “Audit Committee financial expert” within the meaning of SEC regulations. The Audit Committee met eight times in 2025.

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The Audit Committee has the following responsibilities, among others, as set forth in the Audit Committee’s charter:

•

selecting a firm to serve as the independent registered public accounting firm to audit our financial statements;

•

ensuring the independence of the independent registered public accounting firm;

•

discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, our interim and year-end operating results;

•

establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;

•

considering the adequacy of our internal controls;

•

reviewing material related party transactions or those that require disclosure;

•

pre-approving audit and non-audit services to be performed by the independent registered public accounting firm; and

•

oversee our risk management process, including with respect to cybersecurity, and our process for preventing and detecting fraud.

Nominating and Governance Committee

The Nominating and Governance Committee consists of Emery N. Brown, C. Bruce Green and Max Wallace. Max Wallace serves as the chairperson of the Nominating and Governance Committee. The Board has determined that each of Dr. Brown, Dr. Green and Mr. Wallace is independent under Nasdaq listing standards. The Nominating and Governance Committee met twice and acted by written consent once in 2025.

The Nominating and Governance Committee has the following responsibilities, among others, as set forth in the Nominating and Governance Committee’s charter:

•

identifying and recommending candidates for membership on the Board;

•

reviewing and recommending our corporate governance guidelines and policies;

•

overseeing the process of evaluating the performance of the Board;

•

assisting the Board on corporate governance matters; and

•

reviewing proposed waivers of the Code of Conduct and Ethics for directors and executive officers.

Compensation Committee

The Compensation Committee consists of Michael T. Constantino, Todd M. Pope and Max Wallace. Mr. Pope serves as the chairperson of the Compensation Committee. The Board has determined that each of Messrs. Constantino, Pope and Wallace is independent under applicable SEC rules and Nasdaq listing standards and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The Compensation Committee met seven times and acted by written consent five times in 2025.

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The Compensation Committee has the following responsibilities, among others, as set forth in the Compensation Committee’s charter:

•

reviewing and approving, or recommending that the Board approve, the compensation of executive officers;

•

reviewing and recommending to the Board the compensation of its directors;

•

administering our stock and equity incentive plans;

•

reviewing and approving, or making recommendations to the Board with respect to, incentive compensation and equity plans; and

•

reviewing our overall compensation philosophy.

Commercial Committee

The Commercial Committee consists of John P. Bamforth, C. Bruce Green, Keith Anthony Jones, Todd M. Pope, Diane Seimetz and Susan Windham-Bannister. Dr. Windham-Bannister acts as the chairperson of the Commercial Committee. The Commercial Committee oversees issues related to manufacturing, pricing, market access, and sales. All of the members of the Commercial Committee are independent under applicable SEC rules and Nasdaq listing standards. The Commercial Committee met five times in 2025.

Director Qualifications and Diversity

We operate in a highly technical, regulated and competitive industry. As such, we require a board of directors that possesses a wide array of skill sets to help us drive forward our long-term strategy. The Board believes that it is important that its members represent diverse viewpoints, with a broad array of experiences, professions, skills and backgrounds that, when considered as a group, provide a sufficient mix of perspectives to allow the Board to best fulfill its responsibilities to the long-term interests of our stockholders. The attributes required of Board members, as a whole, may include the skills described in “Skills, Experiences and Backgrounds of our Director Nominees and Continuing Directors.” The Board believes that gender diversity and racial and ethnic diversity are important in providing diverse viewpoints. The Board currently has four female members and four racially or ethnically diverse members. The Company, the Board and the Nominating and Governance Committee are committed to continue seeking director candidates who would further increase the breadth of the Board’s experiences, skills and perspectives.

Board Refreshment

The Board believes it is important to have experienced directors with a deep understanding of the Company’s business as well as newer directors who bring fresh perspectives to the Board. In its efforts to identify potential director candidates, the Board and the Nominating and Governance Committee identify the backgrounds and expertise that are desired and the future needs of the Board in light of anticipated director retirements or resignations.

Our recruiting process typically involves a member of the Board or the Nominating and Governance Committee contacting a prospect to gauge the prospect’s interest and availability. A candidate will then meet with several members of the Board and then meet with members of the Company’s management as appropriate. At the same time, the Board or the Nominating and Governance Committee and any search firm engaged by the Nominating and Governance Committee will contact references for the prospect. A background check is completed before a final recommendation is made to the Board to appoint a candidate to the Board.

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Director Onboarding Process

Upon joining our Board, new directors are provided with a comprehensive orientation and participate in a formal onboarding process to facilitate their transition onto our Board. Our onboarding process familiarizes new directors with the Company’s business, strategic plans and governance program. New directors hold meetings with Humacyte’s senior leadership and key management representatives to learn about the Company. They also participate in site visits. Based on feedback received, we believe this onboarding program, coupled with participation in regular Board and committee meetings, provides new directors with a strong foundation in our Company’s business, and accelerates their ability to fully engage in Board discussions and decision-making.

Thoughtful Board Evaluation Process

Board and committee evaluations play an important role in ensuring the effective functioning of our Board. The Board and each of its committees conduct annual self-assessments, which are overseen by the Nominating and Governance Committee and include written evaluation forms to assess their effectiveness. An external legal advisor prepares a report that compiles and summarizes the results of these assessments without attribution. This report is discussed with the directors to identify areas for future improvement. This feedback is also considered by the Nominations and Governance Committee when searching for and evaluating potential future Board nominees to help ensure we are adding new directors with the proper mix of subject matter expertise and perspective consistent with the needs of our company.

Meetings of the Board

The Board met ten times and acted by written consent six times in 2025. Each director attended 75% or more of the aggregate of the meetings of the Board and of the committees on which he or she served, held during the period for which he or she was a director or committee member, other than John Bamforth. Mr. Bamforth attended all regularly scheduled meetings of the Board and the Commercial Committee but was unable to attend certain special meetings due to previously scheduled obligations.

Directors are encouraged, but not required, to attend our annual meetings of stockholders.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee is currently one of our officers or employees. None of our executive officers currently serves, or has served during the last completed fiscal year, as a member of the Board or Compensation Committee of any entity that has one or more executive officers serving or will serve as a member of the Board or Compensation Committee.

Separation of Chair of the Board and Chief Executive Officer Roles

The Board separates the positions of Chair of the Board and Chief Executive Officer (“CEO”). Separating these positions allows our CEO to focus on our day-to-day business, while allowing the Chair of the Board to lead the Board in its fundamental role of providing advice to and independent oversight of management. The Board recognizes the time, effort, and energy that the CEO is required to devote to her position in the current business environment, as well as the commitment required to serve as our Chair of the Board, particularly as the Board’s oversight responsibilities continue to grow. We believe that having separate positions and having an outside director serve as Chair of the Board is the appropriate leadership structure for the Company at this time. Ms. Sebelius currently serves as Chair of the Board.

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Risk Oversight

The Board recognizes that the leadership structure and combination or separation of the CEO and Chair roles is driven by the needs of Humacyte at any point in time. As a result, no policy exists requiring combination or separation of leadership roles, and our governing documents do not mandate a particular structure. The Board believes this structure will allow it the flexibility to establish the most appropriate structure for Humacyte at any given time.

The Board oversees the risk management activities designed and implemented by our management. Management, the Board and its committees work together to manage risks and the opportunities these create. The Board does not have a standing risk management committee, but rather executes its oversight responsibility both directly and through its standing committees. The Board also considers specific risk topics, including risks associated with our strategic initiatives, business plans, capital structure, commercializing our product candidates, liquidity, talent management, compliance and cybersecurity. Our management, including our executive officers, are primarily responsible for managing the risks associated with the business and operations of the company and provide appropriate updates to the Board and the Audit Committee. Our management annually reports to the Board the results of its internal survey and analysis of enterprise risk management and regularly discusses with the Board and its committees various operational and compliance risks. The Board has delegated to the Audit Committee oversight of its risk management process, and the other committees of the Board also consider risks as they perform their respective committee responsibilities. All Board committees report to the Board as appropriate, including, but not limited to, when a matter rises to the level of a material or enterprise risk.

While management is responsible for the day-to-day risk management process, the role of the Board, either acting as the full Board or through its committees, is to ensure that:

•

the risk management process designed and implemented by management is adapted to the overall corporate strategy;

•

those processes are functioning effectively;

•

management communicates material risks to the Board or the appropriate committee; and

•

actions are being taken to continue to foster a strong culture of compliance and risk-adjusted decision making throughout Humacyte.

Communications with the Board

The Board is interested in receiving communications from stockholders and other interested parties. These parties may contact any member of the Board or any committee of the Board, the non-employee directors as a group or the chairperson of any committee. In addition, the Audit Committee is interested in receiving communications from employees and other interested parties regarding accounting, internal controls or auditing matters. Any such correspondence should be addressed to the appropriate person or persons, either by name or title, and sent to our Secretary at Humacyte, Inc., 2525 East North Carolina Highway 54, Durham, North Carolina 27713, Attention: Secretary. The Secretary will review all such communications, and may, in her sole discretion, disregard any communication that she believes is not related to the duties and responsibilities of the Board, relates to a personal grievance, is a business solicitation or advertisement or that is profane. If deemed an appropriate communication, the Secretary will share the communication with the applicable director or directors.

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Insider Trading, Anti-Hedging and Pledging Policies

We have adopted an insider trading policy that sets forth the policies and procedures with respect to trading in our securities to promote compliance with insider trading laws, rules and regulations, as well as the Nasdaq listing standards. This policy applies to all directors, officers, employees, external contractors and consultants who have access to material nonpublic information of the Company (collectively “covered persons”). This policy also applies to immediate family members of covered persons, members of covered persons’ families, other household members of covered persons, and all corporations, trusts and other entities controlled by covered persons or family members.

As part of our policy against insider trading, covered persons are prohibited from purchasing financial instruments that are designed to hedge or offset any decrease in the market value of the Company’s securities. Additionally, such individuals are prohibited from engaging in transactions involving options on the Company’s securities, such as options, swaps, puts, calls and other derivative securities, except when receiving or exercising options granted by the Company. “Short sales” of the Company’s securities (sales of securities not already owned) are also prohibited. Furthermore, pledging of any Company securities is not permitted without the prior approval of the Board.

CEO Succession Planning

The Board believes that planning for CEO succession is an important responsibility and periodically discusses the CEO succession plan to help ensure business continuity. The review includes a discussion of potential successors and an evaluation of their readiness for the role. More broadly, the Board is regularly updated on talent indicators for the Company’s overall workforce and recruiting and development programs.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The names of the current executive officers of the Company and certain information about each of them are set forth below:


Name	Age	Positions Held with Company
Laura E. Niklason	63	President, Chief Executive Officer and Director
Dale A. Sander	66	Chief Financial Officer, Chief Corporate Development Officer and Treasurer
Shamik J. Parikh	52	Chief Medical Officer

Laura E. Niklason. Please see “Continuing Directors Not Standing for Election” above.

Dale A. Sander has served as our Chief Financial Officer, Chief Corporate Development Officer and Treasurer since August 2021. Mr. Sander has served as Legacy Humacyte’s Chief Financial Officer and Treasurer since May 2021, as Legacy Humacyte’s Chief Corporate Development Officer since November 2020 and as a member of the Legacy Humacyte board of directors since September 2015. He served as the Chief Financial Officer of Bryn Pharma, a privately held life sciences company, from 2019 to 2021. Prior to that, Mr. Sander served as Chief Financial Officer of AVITA Medical Limited, a publicly traded regenerative medicine company, from 2017 to 2019, and as Senior Vice President, Global Accounting Officer at Sutherland Global Services, Inc. from 2012 to 2017. Mr. Sander served as a Senior Manager with Ernst & Young and holds a B.S. in Business Administration from San Diego State University.

Shamik J. Parikh has served as Humacyte’s Chief Medical Officer since April 2022. Prior to joining Humacyte, Dr. Parikh served as Vice President and Head of the Patient Safety Center for Excellence at AstraZeneca from April 2016 to 2022 and as a core member of the AstraZeneca Executive Safety Board. Previously, he served at AstraZeneca as Vice President, Cardiovascular, Renal and Metabolism, Global Medical Affairs from September 2012 to March 2016, and as Director, Senior Director and Executive Director of Clinical Development in Cardiovascular and Metabolics from June 2005 to August 2012. From October 2003 to June 2005, Dr. Parikh served as Director of U.S. Clinical Development and Medical Affairs at GlaxoSmithKline. Earlier in his career, Dr. Parikh served as a Clinical Investigator National Institute of Child Health and Human Development (“NICHD”) within the National Institutes of Health (“NIH”), and as a Lieutenant Commander in the U.S. Public Health Service. Dr. Parikh holds a medical degree from Topiwala National Medical College and completed his combined internal medicine and pediatrics residency at St. Joseph Mercy Oakland Hospital and his post-doctoral fellowship in clinical endocrinology at NICHD, NIH.

Each of our executive officers serves at the discretion of the Board and will hold office until the election or qualification of his or her successor or until his or her earlier death, resignation or removal.

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PROPOSAL 2:

APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION

In accordance with Section 14A of the Exchange Act, stockholders are being asked to approve, on a non-binding advisory basis, the compensation of our NEOs (as defined below), as described in the Executive Compensation section of this proxy statement beginning on page 25.

As discussed in greater detail in the “Executive Compensation” section in this Proxy Statement, our compensation program is designed to achieve the following objectives:

•

provide a total compensation package that is highly competitive in order to attract and retain highly qualified executives;

•

align the interests of our executives with the interests of our stockholders; and

•

emphasize the use of variable, performance-based compensation to reward executives for meeting strategic objectives.

The Compensation Committee annually reviews and evaluates the executive compensation program in light of these objectives. The Board believes that the Company’s executive compensation program is effective in implementing the Company’s compensation philosophy. Please see the “Executive Compensation” section of this Proxy Statement for a detailed discussion about our executive compensation program, including information about the 2025 compensation of our named executive officers.

Although this advisory vote is non‑binding, the Board of Directors and the Compensation Committee will carefully consider the results of the vote and feedback obtained through the Company’s stockholder outreach process in making future decisions regarding the Company’s executive compensation program. The outcome of the vote, however, will not be construed as overruling any prior decision by the Company, the Compensation Committee or the Board.

Vote Required

In order for Proposal 2 to pass, the number of votes cast “For” Proposal 2 must exceed the number of votes cast against Proposal 2. Abstentions and broker non-votes will not be counted either “For” or “Against” the proposal and will have no effect on the proposal.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NEOS.

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EXECUTIVE COMPENSATION

This section provides an overview of Humacyte’s executive compensation programs as they relate to the executive officers named below (the “named executive officers” or “NEOs”), including a narrative description of the material factors necessary to understand the information disclosed in the summary compensation table below. The Board, upon the recommendation of its Compensation Committee and with input from Humacyte’s Chief Executive Officer (other than on her own compensation), has historically determined the compensation for Humacyte’s named executive officers. For the year ended December 31, 2025, Humacyte’s named executive officers were:

•

Laura E. Niklason, President, Chief Executive Officer and a member of the Board;

•

Dale A. Sander, Chief Financial Officer, Chief Corporate Development Officer and Treasurer; and

•

Shamik J. Parikh, Chief Medical Officer.

Summary Compensation Table

The following table presents information regarding the compensation awarded by, earned by or paid to Humacyte’s named executive officers during the fiscal years ended December 31, 2025 and 2024.


Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)(1)			Option Awards ($)(1)			All Other Compensation ($)			Total ($)
Laura E. Niklason	2025		633,606		253,983		—			4,332,725	(2)		14,594	(3)		5,234,908
President and Chief Executive Officer	2024		612,400		278,642		—			—			14,394	(4)		905,436
Dale A. Sander	2025		545,968		174,957		382,653	(5)		1,013,502	(6)		14,578	(7)		2,131,658
Chief Financial Officer, Chief Corporate Development Officer and Treasurer	2024		505,750		184,093		—			—			14,346	(8)		704,189
Shamik J. Parikh(9)	2025		519,499		166,330		382,653	(10)		1,013,502	(11)		14,572	(12)		2,096,556
Chief Medical Officer

(1)

Amounts represent the aggregate expense recognized for financial statement reporting purposes in accordance with ASC 718 for stock and option awards granted to our named executive officers. The fair value of RSUs is based on the market price of our common stock on the date of grant. ASC 718 expense for the option awards is based on the fair value of the awards on the date of grant using an option-pricing model. For additional information regarding the assumptions used in calculating the grant date fair value of the stock and option awards reported in this table, see the section of our Annual Report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates — Stock-Based Compensation.”

(2)

Reflects an option to purchase 1,130,311 shares of Humacyte common stock, which was granted in January 2025 as part of a company-wide grant to employees, and an option to purchase 311,100 shares of Humacyte common stock, which was granted in November 2025 as a special award to substantially all of the Company’s employees.

(3)

Consists of $14,000 in matching contributions under Humacyte’s 401(k) plans and $594 in life insurance premiums paid by Humacyte.

(4)

Consists of $13,800 in matching contributions under Humacyte’s 401(k) plans and $594 in life insurance premiums paid by Humacyte.

(5)

Reflects 311,100 RSUs granted in November 2025 as a special award, each of which represents the right to receive one share of Humacyte common stock upon vesting.

(6)

Reflects an option to purchase 283,101 shares of Humacyte common stock, which was granted in January 2025 as part of a company-wide grant to employees.

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(7)

Consists of $14,000 in matching contributions under Humacyte’s 401(k) plans and $578 in life insurance premiums paid by Humacyte.

(8)

Consists of $13,800 in matching contributions under Humacyte’s 401(k) plans and $546 in life insurance premiums paid by Humacyte.

(9)

Dr. Parikh qualified as an NEO for the first time in 2025.

(10)

Reflects 311,100 RSUs granted in November 2025 as a special award, each of which represents the right to receive one share of Humacyte common stock upon vesting.

(11)

Reflects an option to purchase 283,101 shares of Humacyte common stock, which was granted in January 2025 as part of a company-wide grant to employees.

(12)

Consists of $14,000 in matching contributions under Humacyte’s 401(k) plans and $572 in life insurance premiums paid by Humacyte.

Process of Determining Executive Compensation

Our Compensation Committee conducts a compensation risk assessment annually. The Compensation Committee believes that the mix of long-term equity incentives, short-term cash incentives and base salary appropriately balances both short-term and long-term performance goals.

Role of the Compensation Committee. Our Compensation Committee has been delegated the authority by the Board to make determinations regarding compensation for our executives. The Compensation Committee engages an independent compensation consultant to advise it on the competitiveness of the executive compensation program, including an annual peer group review and an annual analysis of all elements of compensation for each executive.

Role of Management. In making executive compensation decisions, our Compensation Committee may solicit input from management as appropriate with respect to individual and Company performance and results. The Compensation Committee receives recommendations and evaluations with respect to the compensation and performance of our executives from our President and Chief Executive Officer (except for her own compensation and performance). Our Chief People Officer works with our compensation consultant to provide any internal or external data the Compensation Committee requests.

Role of the Compensation Consultant. Our Compensation Committee is authorized to select and retain its own independent compensation consultant. The Compensation Committee has Aon plc in this role. Over the last year, the compensation consultant has conducted an assessment of our executive compensation program and pay levels, advised the Compensation Committee on evolving best practices in executive compensation and provided benchmarking data and recommendations. The Compensation Committee conducted an evaluation of Aon plc and concluded that the engagement did not raise any conflict of interest.

The Compensation Committee annually reviews the criteria necessary for Aon plc to act independently. The Compensation Committee has considered factors relevant to Aon plc’s independence from management under SEC rules and Nasdaq listing standards, and has determined that the Aon plc is independent from management.

Peer Group Data. Our Compensation Committee reviews our peer group periodically to ensure it remains relevant and current. In 2024, our Compensation Committee, upon advice received from its independent compensation consultant, conducted a review of the Company’s peer group and approved a go-forward peer group for use in determining executive compensation. The Compensation Committee determined that no changes to the peer group were necessary for 2025. The companies that comprised our peer group for determining 2025 compensation were based on that 2024 review and were identified through a screening process that considered publicly traded biopharmaceutical companies similar to us in headcount and market capitalization.

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Our 2025 peer group companies were as follows:


AnaptysBio, Inc.	Editas Medicine, Inc.	Relay Therapeutics, Inc.
Arcutis Biotherapeutics, Inc.	Kura Oncology, Inc.	Rocket Pharmaceuticals, Inc.
bluebird bio, Inc.	MaxCyte, Inc.	Scholar Rock Holding Corporation
Cogent Biosciences, Inc.	Omeros Corporation	Syndax Pharmaceuticals, Inc.
CVRx, Inc.	PureTech Health plc	Tarsus Pharmaceuticals, Inc.
Day One Biopharma, Inc.	REGENXBIO Inc.	Vera Therapeutics, Inc.

Survey Data. In addition to using peer group data, the Compensation Committee references survey data for comparable companies from the Radford Global Life Sciences Survey to inform compensation decisions.

Elements of Compensation

Compensation packages for our 2025 NEOs included the following primary elements:

Base Salaries

Our Compensation Committee reviews and sets base salaries for NEOs each year. Our Compensation Committee seeks to establish and maintain base salaries for each position and level of responsibility that are competitive with those of executives at peer group companies. In determining the base salary for each executive, the Compensation Committee takes many factors into account, including but not limited to:

•

the scope and strategic impact of the executive’s responsibilities;

•

the experience level of the executive;

•

the executive’s performance against objectives for the year, leadership and contribution to the objectives of the Company; and

•

input from the CEO (for each executive other than the CEO).

The Compensation Committee also references survey data for comparable companies from the Radford Global Life Sciences Survey to inform compensation decisions.

Our NEOs were given merit increases to their base salaries in 2025 as a result of their respective performances in 2024. Dr. Niklason’s annual base salary was $635,790 for 2025 and $612,400 for 2024. Mr. Sander’s annual base salary was $551,900 for 2025 and $505,750 for 2024. Dr. Parikh’s annual base salary was $529,800 for 2025. The annual base salary of each of Dr. Niklason and Mr. Sander reflects an increase that became effective on January 21, 2025.

Bonuses

We have an annual cash bonus program for all employees, which is intended to facilitate the achievement of corporate, departmental, and individual goals throughout the Company and to provide an incentive that further ties compensation to the achievement of those goals.

For 2025, target cash incentive award percentages were as follows:

•

Dr. Niklason: 50%

•

Mr. Sander: 40%

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•

Dr. Parikh: 40%

Our Compensation Committee determined that it was appropriate and in the best interests of the Company to have all executive officer cash bonus awards for 2025 performance be based solely upon the achievement of the Company’s corporate objectives given the executive officers’ substantial influence on the overall performance of the Company.

Corporate Objectives

Near the beginning of each year, our management recommends annual corporate objectives to our Compensation Committee and Board. These objectives serve as the basis for determining our performance against key strategic and operating parameters for the year. The Compensation Committee and the Board approved the corporate objectives and the weightings for 2025. At the time of approval, the Compensation Committee and the Board believed that these objectives were challenging, but attainable, and that attainment was uncertain. In 2025, the Company undertook several cost reduction initiatives to improve its cash runway. Following these cost-saving efforts, the corporate objectives were modified to address several changes in the Company’s strategic priorities. As modified, the 2025 corporate objectives are as follows:


Corporate Objective	Weighting (% of Corporate Objective)
Continue to advance commercial sales of Symvess by achieving certain sales milestones and obtaining NTAP approval		25	%
Ensure sufficient manufacturing capacity and ATEV batch success		25	%
Continue to progress clinical pipeline by (i) interacting with the Food and Drug Administration (the “FDA”) regarding a potential BLA submission for the ATEV for use in arteriovenous (“AV”) access for hemodialysis, (ii) complete enrollment in the Company’s V012 trial, (iii) continue engagement with the EU regarding a potential MAA filing in a hemodialysis indication and obtaining a classification for the ATEV from EMA.		15	%
Advance product development pipeline activities as related to (i) our coronary artery bypass graft indication by submitting an IND to the FDA and (ii) our biovascular pancreas (“BVP”) indication by conducting certain pre-clinical assessments and preparing for a meeting with the FDA on the BVP application. Completing certain tasks relating to the Company’s agreement relating to heart valves.		10	%
Maintain financial stability through strong adherence to budget, by maintaining financing alternatives, developing a proactive communications plan and obtaining funding to support pipeline activities.		20	%
Ensure company-wide commitment to employee satisfaction and our inclusive culture, including with respect to employee engagement and retention.		5	%
Total		100	%

Determining Payouts of Annual Bonuses

With respect to our 2025 corporate objectives, our Board and Compensation Committee determined that we achieved a payout percentage of 80% of target based on our corporate performance. When assessing the payouts, the Board and Compensation Committee took into account our overall financial condition at the time and our performance relative to our annual corporate objectives. The Compensation Committee determined that all NEOs were instrumental in meeting our corporate objectives.

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The determination of the Board and Compensation Committee regarding our performance relative to each corporate objective is shown in the following table:


Corporate Objective	Weighting (% of Corporate Objective)			Percentage of Corporate Objective Achieved
Continue to advance commercial sales of Symvess by achieving certain sales milestones and obtaining NTAP approval		25	%		5	%
Ensure sufficient manufacturing capacity and ATEV batch success		25	%		25	%
Continue to progress clinical pipeline by (i) interacting with the Food and Drug Administration (the “FDA”) regarding a potential BLA submission for the ATEV for use in arteriovenous (“AV”) access for hemodialysis, (ii) complete enrollment in the Company’s V012 trial, (iii) continue engagement with the EU regarding a potential MAA filing in a hemodialysis indication and obtaining a classification for the ATEV from EMA.		15	%

SEC Form PRE 14A filed by Humacyte Inc.