Senti Biosciences Holdings, Inc. 10-K

Item 8. Financial Statements and Supplementary Data SENTI BIOSCIENCES, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm 140 Consolidated Balance Sheets as of December 31, 2025 and 2024 141 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025 and 2024 142 Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity for the Years Ended December 31, 2025 and 2024 143 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 144 Notes to Consolidated Financial Statements 145 139 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors Senti Biosciences, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Senti Biosciences, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, redeemable convertible preferred stock and stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred recurring losses and negative cash flows from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ KPMG LLP We have served as the Company’s auditor since 2019. San Francisco, California March 27, 2026 140 Table of Contents SENTI BIOSCIENCES, INC. Consolidated Balance Sheets (In thousands, except share and per share amounts) December 31 December 31 2025 2024 ASSETS CURRENT ASSETS Cash and cash equivalents $ 16,420 $ 48,277 Accounts receivable 323 159 GeneFab receivable - related party 1,272 1,646 GeneFab prepaid expenses - related party 3,604 6,639 Prepaid expenses and other current assets 1,655 2,240 Total current assets 23,274 58,961 Restricted cash 3,528 3,538 Property and equipment, net 12,886 21,289 Operating lease right-of-use assets 11,516 13,948 Other non-current assets 19 105 TOTAL ASSETS $ 51,223 $ 97,841 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable $ 2,943 $ 1,454 Accrued expenses and other current liabilities 5,354 6,385 Operating lease liabilities, current 5,330 4,647 Deferred revenue, current - related party 43 — GeneFab sublease deferred income - related party 304 660 Total current liabilities 13,974 13,146 Operating lease liabilities, non-current 23,561 28,891 Other non-current liabilities 8,099 5,049 TOTAL LIABILITIES 45,634 47,086 Commitments and contingencies ( Note 13 ) Series A redeemable convertible preferred stock, $ 0.0001 par value; zero and 21,200 shares authorized as of December 31, 2025 and 2024, respectively; zero and 21,157 shares issued and outstanding as of December 31, 2025 and 2024, respectively; aggregate liquidation preference of zero and $ 147,647 as of December 31, 2025 and 2024, respectively — 25,106 STOCKHOLDERS’ EQUITY Common stock, $ 0.0001 par value; 500,000,000 shares authorized as of both December 31, 2025 and 2024; 30,879,355 and 4,829,035 shares issued and outstanding as of December 31, 2025 and 2024, respectively 3 1 Additional paid-in capital 364,158 322,782 Accumulated deficit ( 358,572 ) ( 297,134 ) TOTAL STOCKHOLDERS’ EQUITY 5,589 25,649 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 51,223 $ 97,841 The accompanying notes are an integral part of these consolidated financial statements. 141 Table of Contents SENTI BIOSCIENCES, INC. Consolidated Statements of Operations and Comprehensive Loss (in thousands, except share and per share data) Year Ended December 31, 2025 2024 Collaboration revenue - related party $ 22 $ — Operating expenses: Research and development (including related party costs of $ 12,909 and $ 14,266 for the year ended December 31, 2025 and 2024, respectively) 37,586 34,356 General and administrative 26,163 26,370 Impairment of long-lived assets 5,052 313 Total operating expenses 68,801 61,039 Loss from operations ( 68,779 ) ( 61,039 ) Other income (expense): Interest income 927 948 GeneFab sublease income - related party 5,423 6,449 Other income, net - related party 160 — Other income, net 831 153 Change in fair value of Preferred Stock Tranche Liability - related party — 13,404 Change in fair value of GeneFab Option - related party — 6,331 Change in fair value of contingent earnout liability — 20 Change in fair value of GeneFab Economic Share - related party — ( 1,816 ) Change in fair value of GeneFab Note Receivable - related party — ( 17,240 ) Total other income, net 7,341 8,249 Net loss $ ( 61,438 ) $ ( 52,790 ) Comprehensive loss $ ( 61,438 ) $ ( 52,790 ) Basic and diluted net loss per share $ ( 2.73 ) $ ( 12.03 ) Basic and diluted weighted-average number of shares used in computing net loss per share 22,483,391 4,595,946 The accompanying notes are an integral part of these consolidated financial statements. 142 Table of Contents SENTI BIOSCIENCES, INC. Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (in thousands, except share and per share data) Redeemable Convertible Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Equity Shares Amount Shares Amount Balance at December 31, 2023 — $ — 4,569,900 $ 1 $ 311,256 $ ( 244,344 ) $ 66,913 Issuance of Series A redeemable convertible preferred stock, net of issuance costs 21,157 22,584 — — — — — Series A redeemable convertible preferred stock accretion — 2,522 — — ( 2,522 ) — ( 2,522 ) Funds received from Chardan ChEF Instrument, net of fees — — 244,313 — 1,806 — 1,806 Issuance of common stock for vesting of restricted stock units — — 9,666 — — — — Vesting of early exercise of common stock options — — 5,064 — 135 — 135 Issuance of common stock upon exercise of stock options — — 92 — — — — Warrants to purchase common stock issued in connection with Series A redeemable convertible preferred stock, net of issuance costs — — — — 10,352 — 10,352 Stock-based compensation — — — — 1,755 — 1,755 Net loss — — — — — ( 52,790 ) ( 52,790 ) Balance at December 31, 2024 21,157 25,106 4,829,035 1 322,782 ( 297,134 ) 25,649 Conversion of Series A redeemable convertible preferred stock to common stock ( 21,157 ) ( 25,106 ) 21,157,000 2 25,105 — 25,107 Issuance of common stock related to ATM, net of commissions and issuance costs — — 4,833,477 — 10,554 — 10,554 Issuance of common stock for vesting of restricted stock units — — 59,421 — — — — Vesting of early exercise of common stock options — — 422 — 11 — 11 Stock-based compensation — — — — 5,706 — 5,706 Net loss — — — — — ( 61,438 ) ( 61,438 ) Balance at December 31, 2025 — $ — 30,879,355 $ 3 $ 364,158 $ ( 358,572 ) $ 5,589 The accompanying notes are an integral part of these consolidated financial statements. 143 Table of Contents SENTI BIOSCIENCES, INC. Consolidated Statements of Cash Flows (in thousands) Years Ended December 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 61,438 ) $ ( 52,790 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 5,706 1,755 Depreciation 3,637 3,838 Impairment of long-lived assets 5,052 313 Change in fair value of GeneFab Note Receivable - related party — 17,240 Change in fair value of GeneFab Economic Share - related party — 1,816 Change in fair value of GeneFab Option - related party — ( 6,331 ) Change in fair value of Preferred Stock Tranche liability - related party — ( 13,404 ) Change in fair value of contingent earnout liability — ( 20 ) Other non-cash charges 39 115 Changes in operating assets and liabilities: Accounts receivable ( 164 ) ( 47 ) GeneFab receivable - related party 374 ( 665 ) GeneFab prepaid expenses - related party 3,035 8,148 Prepaid expenses and other assets 681 707 Operating lease right-of-use assets 2,292 2,013 Accounts payable 1,743 797 Accrued expenses and other current liabilities 559 ( 671 ) Operating lease liabilities ( 4,647 ) ( 4,031 ) GeneFab sublease deferred income - related party ( 356 ) ( 329 ) Deferred revenue, current - related party 43 — Other non-current liabilities — 149 Net cash used in operating activities ( 43,444 ) ( 41,397 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment ( 196 ) ( 26 ) Proceeds from sale of property and equipment 12 60 Net cash provided by (used in) investing activities ( 184 ) 34 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of common stock related to ATM, net of commissions 11,180 — Proceeds from CIRM Grant 3,050 4,900 Payment of issuance costs ( 2,469 ) ( 229 ) Proceeds from private placement, net of fees paid to investor — 47,253 Proceeds from issuance of common stock under Common Stock Purchase Agreement — 1,806 Net cash provided by financing activities 11,761 53,730 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 31,867 ) 12,367 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — Beginning of period 51,815 39,448 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — End of period $ 19,948 $ 51,815 SUPPLEMENTAL DISCLOSURES OF NONCASH FINANCING AND INVESTING ITEMS: Unpaid Issuance Costs $ 34 $ 1,903 The accompanying notes are an integral part of these consolidated financial statements. 144 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements Note 1. Organization and Description of Business Senti Biosciences, Inc. and its subsidiaries (the “Company” or “Senti”), is a clinical stage biotechnology company developing next-generation cell and gene therapies engineered with its gene circuit platform technologies for patients living with incurable diseases. Senti’s mission is to create a new generation of smarter therapies that can outsmart complex diseases using novel and unprecedented approaches. Senti has built a synthetic biology platform that enables it to program next-generation cell and gene therapies with gene circuits. These gene circuits, which are created from novel and proprietary combinations of DNA sequences, reprogram cells with biological logic to sense inputs, compute decisions and respond to their cellular environments. The Company is headquartered in South San Francisco, California. In June 2022, Dynamics Special Purpose Acquisition Corp. (“Dynamics” or “DYNS”) consummated a merger pursuant to which Explore Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of Dynamics, merged with and into Senti Sub I, Inc., formerly named Senti Biosciences, Inc. (“Legacy Senti”), with Legacy Senti surviving as a wholly-owned subsidiary of Dynamics (such transactions, the “Merger,” and, collectively with the other transactions described in the merger agreement). As a result of the Merger, Dynamics was renamed Senti Biosciences, Inc. Liquidity and Going Concern These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern. The Company has devoted substantially all of its efforts to organizing and staffing, business planning, raising capital, and conducting preclinical and clinical studies and has not realized substantial revenues from its planned principal operations. As of December 31, 2025, the Company raised aggregate gross proceeds of $ 368.6 million from the Merger in 2022, the issuance of shares of common stock, the issuance of shares of redeemable convertible preferred stock, the issuance of convertible notes, and, to a lesser extent, through collaboration agreements and governmental grants and loans. As of December 31, 2025 and 2024, the Company had an accumulated deficit of $ 358.6 million and $ 297.1 million, respectively. The Company’s net losses were $ 61.4 million and $ 52.8 million for the years ended December 31, 2025 and 2024, respectively. Substantially all of the Company’s net losses resulted from costs incurred in connection with the Company’s research and development programs and from general and administrative costs associated with the Company’s operations. The Company expects to incur substantial operating losses and negative cash flows from operations for the foreseeable future as the Company advances its preclinical activities and clinical trials for its product candidates in development. The Company concluded that substantial doubt continued to exist and that the Company’s cash and cash equivalents of $ 16.4 million as of December 31, 2025, were not sufficient for the Company to continue as a going concern for at least one year from the issuance date of thes e consolidated financial statements. Based on the Company’s current operating plan and existing unrestricted cash and cash equivalents, the Company has determined that it may not be able to maintain current operations starting as early as the second quarter of 2026. Additional funds will be necessary to maintain current operations and to continue research and development activities. The Company’s continued existence is dependent upon management’s ability to raise capital and ultimately develop profitable operations. While management is devoting substantially all of its efforts to developing the Company’s business and raising capital, there can be no assurance that these efforts will be successful. Moreover, no assurance can be given that management’s actions will result in raising additional financing or profitable operations. 145 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP and the rules and regulations of the Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The consolidated financial statements include the accounts of Senti Biosciences, Inc., and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company has one business activity and operates in one reportable segment within continuing operations. All long-lived assets of the Company are maintained in the United States. Reverse Stock Split On July 17, 2024, the Company effected a 1 for 10 reverse stock split of its common stock (the “Reverse Stock Split”). The par value per share and the number of authorized shares were not adjusted as a result of the Reverse Stock Split. The shares of common stock underlying outstanding stock options and other equity instruments were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with the terms of the agreements governing such securities. In addition, the shares available for grants under the Company’s incentive plans were adjusted as a result of the Reverse Stock Split. All references to common stock, options to purchase common stock, outstanding common stock warrants, common stock share data, per share data, and related information contained in the consolidated financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented. No fractional shares were issued as a result of the reverse stock split, as fractional shares of common stock were rounded down to the nearest whole share. Refer to Note 6 . Stockholders’ Equity , for additional information related to the reverse stock split. California Institute for Regenerative Medicine Grant On August 3, 2024, the Company executed an agreement with the California Institute for Regenerative Medicine (“CIRM”) for a total grant award of $ 8.0 million (“CIRM Grant”) in support of the research project related to the ongoing clinical development of SENTI-202. As the Company has the option to convert the CIRM Grant to a loan and thus may be required to repay some or all of the amounts awarded by CIRM, the Company accounted for this award as a liability. Given the uncertainty in amounts due upon repayment, the Company has recorded amounts received without any discount or interest recorded, and upon determination of amounts that would become due, the Company will adjust accordingly. Refer to Note 4 . Other Financial Statement information . Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the valuation of stock-based awards, the accrual for research and development expenses, the valuation of GeneFab Option, the valuation of GeneFab Economic Share, redeemable convertible preferred stock, the discount rate used to discount future cash flows for the impairment of long-lived assets, and the determination of the incremental borrowing rate. Estimates related to the impairment assessment of long-lived assets require significant judgment, including assumptions regarding the amount and timing of expected future cash flows, expected sublease income and collectibility, and other factors affecting the use of the underlying assets. 146 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash and cash equivalents which are maintained in checking and money market accounts at one financial institution, which at times, may exceed federally insured limits. As of December 31, 2025 and 2024, the Company has not experienced any credit losses in such accounts or investments. Concentration of Business Risk The Company is subject to concentrations of business risk arising from its reliance on a limited number of counterparties and arrangements that are critical to its operations. The Company currently depends on GeneFab as its sole contract manufacturer for the clinical-scale production of its product candidates. As a result, the Company’s development activities and timelines are dependent on GeneFab’s continued ability to perform manufacturing services in accordance with contractual requirements. Any disruption in GeneFab’s operations, financial condition, or ability to perform could have a material adverse affect on the Company’s research and development activities and may require the Company to identify and qualify alternative manufacturing vendors, which could result in increased costs and delays in the Company’s clinical trial timelines. In addition, the Company has business risk concentrated in its real estate lease arrangements. The Company has operating lease obligations under the Alameda lease and the HQ lease (as defined in Note 3 ), which represent the Company’s most significant lease liabilities on the consolidated balance sheets as of December 31, 2025. The Company has subleased the Alameda lease and a portion of the HQ lease to GeneFab. Accordingly, the Company’s ability to mitigate the cash outflows associated with these lease obligations is dependent on GeneFab’s performance under the sublease arrangements. The Company remains obligated to satisfy its lease commitments to the landlords regardless of the performance of its subtenant. Cash, Cash Equivalents, and Restricted Cash Cash equivalents consist of amounts deposited in money market funds and securities with original maturity dates of three months or less, which are stated at fair value. The Company’s restricted cash consists of cash deposited with a financial institution as collateral for a letter of credit required under the Company’s headquarters and research facility leases. The restricted cash is presented separately from cash and cash equivalents and classified as non-current on the consolidated balance sheets, as the Company expects the cash to remain restricted for a period greater than one year. Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. 147 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements • Level 3 – Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies, and similar techniques. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The estimated fair values of the Company’s cash and cash equivalents, restricted cash, trade, and other receivables and accounts payable approximate their carrying values given their short-term nature. Fair Value Option The Company elected to account for the deferred consideration (GeneFab Note Receivable) and contingent consideration receivable (GeneFab Economic Share) from the GeneFab transaction under the fair value option in ASC 825, Financial Instruments (“ASC 825”). Accordingly, these instruments were recognized at their fair value at the closing of the transaction and are subsequently remeasured each reporting period with changes in fair value recorded in other income (expense) in the consolidated statements of operations and comprehensive loss until settlement. The fair value of the GeneFab Note Receivable was determined by discounting future payments under multiple probability-weighted scenarios using GeneFab’s cost of borrowing. The fair value of the GeneFab Option was determined using an option pricing method. In December 2024, the GeneFab Note Receivable was waived by the parties in an amendment to the Framework Agreement in connection with Celadon’s investment in the PIPE. Refer to Note 3 . GeneFab Transaction , for further details. Property and Equipment, net Property and equipment, net is stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which are as follows: Asset Classification Estimated useful Life Small equipment 2 years Computer equipment and software 3 years Laboratory equipment 5 - 7 years Furniture and fixtures 5 - 7 years Leasehold improvements Shorter of the lease term and the useful life The Company capitalizes certain costs incurred during the construction phase of a project or asset into construction-in-progress. Once the construction is complete and the asset is placed into service, the Company transfers its carrying value into the appropriate fixed asset category and begins depreciating the value over its useful life. When assets are retired or disposed of, any resulting gain or loss is included in net loss. Expenditures for maintenance and repairs are expensed as incurred. Impairment of Long-Lived Assets The Company evaluates its long-lived assets, such as property and equipment, net and lease right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying value of assets may not be recoverable. Recoverability of these assets is measured by comparing their carrying value to the future net undiscounted cash flows the assets are expected to generate over their remaining economic life. If such assets are considered to be impaired, the amount of any impairment is measured as the difference between their carrying value 148 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements and their fair value. If the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the revised shorter useful life. Leases The Company determines if an arrangement is or contains a lease at inception. Operating leases are recorded on the consolidated balance sheets with right-of-use assets representing the Company’s right to use an underlying asset for the lease term and lease liabilities representing the Company’s obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Operating lease right-of-use assets also include the effect of any lease payments made prior to or on lease commencement and excludes lease incentives and initial direct costs incurred, as applicable. As the implicit rate in the Company’s leases is typically unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The Company gives consideration to its credit risk, the term of the lease, and total lease payments and adjusts for the impacts of collateral as necessary when calculating its incremental borrowing rates. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. Variable lease payments are recorded as an expense in the period incurred. The Company has elected to not separate lease and non-lease components for any leases within its existing classes of assets and, as a result, accounts for any lease and non-lease components as a single lease component. The Company has also elected not to apply the recognition requirement for leases with a term of 12 months or less. The Company entered into subleases for its Alameda manufacturing facility as well as for portions of the Company’s headquarters, which are being accounted for under lessor accounting. The nature of these subleases did not relieve the Company of its obligations under the original leases. Each of these respective leases were classified as operating leases and, as such, the Company continues to account for the original leases as it did prior to entering into the sublease agreements. If the total remaining lease cost on the original lease for the term of the sublease is greater than the anticipated sublease income, the long-lived asset is assessed for impairment. Income from the subleases are recorded in other income (expense) within the consolidated statement of operations and comprehensive loss. When the Company determines that collectibility of rent payments under a sublease are no longer probable in accordance with ASC 842, the Company recognizes sublease income only to the extent of cash received. Any sublease income previously recognized in excess of cash collected is reversed in the period collectibility was determined to be not probable. Revenue Recognition The Company recognizes collaboration revenue in accordance with ASC 606, Revenue from Contracts with Customers . For the year ended December 31, 2025, collaboration revenue related to an option exercise period extension fee under the BlueRock Agreement with a related party ( Note 12 ) and was recognized ratably over the extension period of 12 months. Research and Development Research and development costs are expensed as incurred. Research and development costs consist of salaries and other personnel-related expenses, including associated stock-based compensation expense, lab supplies and services, in-license and technology costs, consulting and sponsored research fees, manufacturing costs, facility costs and depreciation expense. Nonrefundable advance payments for goods and services that will be used or received in future research and development activities are deferred and recognized as an expense in the period in which the related goods are delivered, or services are performed. Similarly, GeneFab prepaid expenses are recognized as an expense in the period in which the related manufacturing or research activities are performed. 149 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements The Company has acquired and may continue to acquire the rights to gene circuit or other technologies from third parties. The upfront payments to acquire a license, product, or rights, as well as any annual maintenance charges and future milestone payments, are immediately recognized as research and development expense provided that there is no alternative future use of the rights in other research and development projects. GeneFab Option The option granted to GeneFab as part of the GeneFab transaction meets the definition of a derivative under ASC 815, Derivatives and Hedging (“ASC 815”), and does not meet the criteria for equity classification. The derivative liability is recorded at its fair value on issuance and subsequently remeasured each reporting period with changes in fair value recorded in other income (expense) in the consolidated statements of operations and comprehensive loss until settlement. The fair value of the derivative liability was determined using a Black-Scholes option pricing model incorporating assumptions such as the probability that a suitable license agreement for GeneFab obtaining the option would be signed, the fair value of the Company’s common stock, the risk-free rate, volatility, expected term and dividend yield. Additional Closing Option The option granted to a certain investor to purchase additional convertible preferred stock at a later date as part of the private placement transaction in December 2024 (“Preferred Stock Tranche Liability”) was determined to be a freestanding financial instrument that meets the definition of a liability under ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and does not meet the criteria for equity classification. The liability was recorded at its fair value on issuance and subsequently remeasured each reporting period with changes in fair value recorded in other income (expense) in the consolidated statements of operations and comprehensive loss until settlement. The fair value of the derivative liability was determined using a Black-Scholes option pricing model. The Black-Scholes option-pricing model requires the use of subjective assumptions, including the expected volatility of our common stock, the assumed dividend yield, the risk-free interest rate and the fair value of the redeemable convertible preferred stock on the initial valuation date and subsequent remeasurement at period end. Upon exercise of the option on December 31, 2024, the Company remeasured the liability and reclassified the final value associated with the preferred stock tranche liability to the carrying value of the Series A redeemable convertible preferred stock. Commitments and Contingencies The Company recognizes a liability with regard to loss contingencies when it believes it is probable a liability has occurred and the amount can be reasonably estimated. If some amount within a range of loss appears at the time to be a better estimate than any other amount within the range, the Company accrues that amount. When no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount in the range. The Company has not recorded any such liabilities as of December 31, 2025 and 2024 . Stock-based Compensation The Company recognizes stock-based compensation expense related to employees and non-employees based on the grant date fair value of the awards. For awards that vest solely based on continued service, stock-based compensation expense is recognized in the consolidated statements of operations and comprehensive loss using the straight-line method. For performance and market awards, stock-based compensation expense is recognized over the requisite service period using the accelerated attribution method. No compensation expense will be recognized for awards subject to performance conditions until it is probable that the performance condition will be met. The Company recognizes stock-based compensation expense related to purchase rights issued pursuant to its employee stock purchase plan on a straight-line basis over the offering period. 150 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements Net Loss Per Share The Company follows the two-class method when computing net loss per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires loss available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in undistributed earnings as if all loss for the period had been distributed. Basic earnings per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by adjusting net earnings for an allocation of the undistributed earnings and dividing it by the weighted-average number of common shares outstanding for the period, including potential dilutive common shares. For purposes of this calculation, the Company’s stock options issued and outstanding, restricted stock units outstanding, GeneFab Option, warrants to purchase common stock issued in connection with Series A redeemable convertible preferred stock, series A redeemable convertible preferred stock, performance stock units outstanding, contingent earnout common stock, and unvested early exercised common stock are considered potential dilutive common shares. The Company’s participating securities represents the Series A redeemable convertible preferred stock, which contractually entitle the holders of such securities to participate in dividends but do not contractually require the holders of such securities to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the consolidated statement of operations and comprehensive loss in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby (i) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. To date, there have been no interest charges or penalties related to unrecognized tax benefits. 151 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements Recently Adopted Accounting Standards In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which improves income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The Company adopted ASU 2023-09, and applied the new disclosure requirements prospectively to the current annual period . Prior period disclosures have not been adjusted to reflect the new disclosure requirements. Refer to Note 11 . Income Tax for the disclosure. Recent Accounting Standards In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses, which requires disclosures about significant expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization, and selling expenses, along with qualitative descriptions of certain other types of expenses. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosure, but does not expect this update to have a material impact on the Company’s consolidated financial statements other than additional information that will be provided in the footnote disclosure. In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities , which establishes authoritative guidance in U.S. GAAP about accounting for government grants received by business entities and clarifies the appropriate accounting in an effort to reduce diversity in practice, and increase consistency of application across business entities. This guidance is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. Adoption of this ASU can be applied using a modified prospective approach, a modified retrospective approach, or a retrospective approach. The Company is currently evaluating the impact of adopting ASU 2025-10 and does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements , which clarifies interim disclosure requirements and the applicability of Topic 270. The objective of the amendments is to provide further clarity about the current interim disclosure requirements. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Adoption of this ASU can be applied either a prospective or a retrospective approach. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2025-11 and does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements , which addresses thirty-three items, representing the changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments in this Update are not intended to result in significant changes for most entities. This amendments in this ASU are effective for interim reporting periods within annual reporting periods beginning after December 15, 2026. The adoption method of this ASU may vary on an issue-by-issue basis. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2025-12 and does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. Note 3. GeneFab Transaction On August 7, 2023, the Company entered into a framework agreement ( the “GeneFab Framework Agreement”) with GeneFab and Valere Bio, Inc. (“Valere”), a Delaware corporation and the parent company of GeneFab, which is wholly owned by Celadon Partners, LLC, pursuant to which the Company, subject to the terms and conditions therein, sold, assigned and transferred its rights, title and interest in certain of the assets and contractual rights, 152 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements including all of the Company’s equipment at the Company’s facilities in Alameda and certain of the Company’s non-oncology license rights, intellectual property related to the schematics for and design of the Alameda facility. As a result, the Company subleased to GeneFab its premises under a lease for the Alameda facility (the “Alameda Sublease”) on August 27, 2023. Refer to Note 5 . Operating Leases for GeneFab Sublease considerations. On August 7, 2023, the Company and GeneFab also entered into a development and manufacturing services agreement (“DMSA”), pursuant to which GeneFab will provide certain services to the Company using the subleased Alameda facility and acquired equipment. The Company also entered into a transition services agreement with GeneFab whereby certain services are to be provided by each party to the other party during a transition period beginning on August 7, 2023 (the “Transition Services Agreement”). The DMSA was amended and restated on December 10, 2024 as described below. GeneFab is a related party and the Company reports transactions with GeneFab under ASC 850, Related Party Disclosures (“ASC 850”). Refer to Note 12 . Related Parties for GeneFab related party considerations. On June 12, 2024, the Company subleased to GeneFab a portion of the Company’s headquarters’ lease (the “GeneFab HQ Sublease”). The Alameda Sublease and the GeneFab HQ Sublease are collectively referred to as the “GeneFab Sublease”. Refer to Note 5 . Operating Leases and Note 15 . Subsequent Events for developments subsequent to year end. On December 10, 2024, in connection with the private placement described in further detail in Note 6 . Stockholders’ Equity , the Company and GeneFab entered into an amended and restated DMSA (the “2024 Amended and Restated DMSA”). GeneFab prepaid expenses - related party Under the GeneFab Framework Agreement entered into on August 7, 2023, the total consideration in connection with the transaction was $ 37.8 million, of which $ 18.9 million was received by the Company on August 7, 2023 and such payment was netted against prepayment due to GeneFab for future manufacturing and research activities under the DMSA. The $ 18.9 million as initially recorded in GeneFab prepaid expenses - related party on the consolidated balance sheets in 2023. On December 10, 2024, the Company agreed to make an additional advance payment of $ 10.0 million to GeneFab under the 2024 Amended and Restated DMSA, of which $ 6.0 million and $ 4.0 million was paid in December 2024 and January 2025, respectively. In June 2025, the Company made an additional advance payment of $ 2.5 million to GeneFab for additional work as part of the 2024 Amended and Restated DMSA. In March 2026, the Company signed a letter agreement with GeneFab to convert $ 3.4 million of past-due rent related to the Alameda Sublease into an additional prepaid for additional work under the 2024 Amended and Restated DMSA. Refer to Note 15 . Subsequent Events for additional information. As of December 31, 2025, $ 3.6 million of these prepayments were remaining to be amortized against future manufacturing and research activities, which was recorded in GeneFab prepaid expenses - related party on the consolidated balance sheets. GeneFab Economic Share On August 7, 2023, the Company and GeneFab entered into a seller economic share agreement (the “GeneFab Economic Share”), pursuant to which the Company will be entitled to receive ten percent of the realized gains of GeneFab’s parent company arising and resulting from any cash or in-kind distributions from GeneFab in connection with a dividend or sale event, subject to the terms and conditions of the GeneFab Economic Share. The Company elected to account for the GeneFab Economic Share under the fair value option in ASC 825, Financial Instruments , and the GeneFab Economic Share was recorded as an asset in GeneFab Economic Share - related party on 153 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements consolidated balance sheet at its fair value of $ 1.8 million on August 7, 2023. As of December 31, 2025 and 2024, the Company determined that the fair value of the GeneFab Economic Share was zero . Changes in fair value of the GeneFab Economic Share are reported as a component of other income (expense) in the consolidated statements of operations and comprehensive loss. Refer to Note 10 . Fair Value Measurements . GeneFab Option GeneFab was granted an option to purchase up to 1,963,344 shares (i.e. up to $ 20.0 million worth) of the Company’s common stock at a per share purchase price of $ 10.18670 (the “GeneFab Option”). The GeneFab Option becomes exercisable upon the execution of the license agreement, no later than August 7, 2026. The GeneFab Option may be exercised in installments of common stock equal to no more than 19.9 % of the outstanding shares of the Company’s common stock as of August 7, 2023. The purchase of the remaining shares under the GeneFab Option requires approval by the Company’s stockholders. The Company determined that the GeneFab Option was a derivative as the terms of the instrument contain certain provisions that preclude equity classification in accordance with ASC 815, Derivatives and Hedging . As such, the GeneFab Option was recorded as a liability in GeneFab Option - related party on the consolidated balance sheet at its fair value of $ 9.6 million on August 7, 2023. As of December 31, 2025 and 2024, the Company determined that the fair value of the GeneFab Option was zero . The GeneFab Option was remeasured each reporting period with changes from remeasurement included in other income (expense) in the consolidated statements of operations and comprehensive loss. Refer to Note 10 . Fair Value Measurements . Consolidation and Related Party The Company determined that GeneFab is a variable interest entity since its total equity at risk is not sufficient to finance its activities without additional subordinated financial support. The Company performed a qualitative analysis at each reporting date to determine if it is the primary beneficiary of GeneFab. Based on this assessment, the Company has determined that it does not have the power to direct the activities of GeneFab that most significantly impact GeneFab’s economic performance. Accordingly, the Company has concluded that it is not the primary beneficiary and therefore does not consolidate GeneFab. There were no material changes to the Company’s involvement with GeneFab during the years ended December 31, 2025 and 2024 that would have resulted in a change to this conclusion. GeneFab is a related party and the Company reports transactions with GeneFab under ASC 850, Related Party Disclosures (“ASC 850”). Refer to Note 12 . Related Parties . Note 4. Other Financial Statement information Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: December 31, (in thousands) 2025 2024 Prepaid expenses $ 1,340 $ 1,321 Deposits 315 335 Other — 584 Total prepaid expenses and other current assets $ 1,655 $ 2,240 154 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements Property and Equipment, Net Property and equipment, net consisted of the following: December 31, (in thousands) 2025 2024 Leasehold improvements (1) $ 17,748 $ 22,660 Lab equipment 7,565 7,550 Furniture and fixtures 331 331 Computer equipment and software 299 299 Property and equipment at cost 25,943 30,840 Less: accumulated depreciation ( 13,057 ) ( 9,551 ) Property and equipment, net $ 12,886 $ 21,289 (1) For the year-ended December 31, 2025, the Company recognized an impairment charge of $ 4.9 million for the leasehold improvements associated with its Alameda facility. See Note 5 for additional information. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: December 31, (in thousands) 2025 2024 Accruals related to: Employee-related expenses $ 2,365 $ 2,542 Clinical trials 2,070 763 Professional and other service fees 846 2,647 Other current liabilities 73 433 Total accrued expenses and other current liabilities $ 5,354 $ 6,385 Other Non-current Liabilities Other non-current liabilities consisted of the following: December 31, (in thousands) 2025 2024 Liabilities associated with CIRM Grant $ 7,950 $ 4,900 Other 149 149 Total other non-current liabilities $ 8,099 $ 5,049 CIRM Grant On August 3, 2024, the Company executed an agreement with California Institute for Regenerative Medicine (“CIRM”) for a total grant award of $ 8.0 million (“CIRM Grant”) in support of the research project related to the ongoing clinical development of SENTI-202. The award is payable to the Company upon achievement of milestones that are primarily based on patient enrollment in the Company’s SENTI-202 clinical trial. Under the terms of the CIRM Grant, the Company is obligated to co-fund up to $ 4.8 million and is required to provide CIRM timely progress and financial update reports. Under the terms of the CIRM Grant, the Company is obligated to pay royalties and licensing fees based on 0.1 % of net commercial revenue of CIRM-funded product candidates or CIRM-funded technology for every $ 1.0 million 155 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements of CIRM funding received. These payments would commence upon the first commercial sale of an applicable product and continue for either 10 years from such first commercial sale or until the total royalties paid equal nine times the original CIRM Grant, whichever occurs first. If no CIRM-funded products are commercialized, no royalty or licensing fee payments would be due. As an alternative to revenue sharing, the Company has the option to convert the CIRM Grant to a loan. As of December 31, 2025, the Company has not elected to convert the CIRM Grant to a loan. In the event the Company exercises its right to convert the CIRM Grant to a loan, the Company would be obligated to repay the loan within 10 business days of making such election. Repayment amounts vary dependent upon the phase of clinical development of SENTI-202 at the time of the Company’s election, ranging from 80 % to 100 % plus interest at 10 % plus the 90-day Secured Overnight Financing Rate. As presented in the table above, the Company received an aggregate of $ 8.0 million and $ 4.9 million from the CIRM Grant as of December 31, 2025 and 2024, respectively. Note 5. Operating Leases Lessee Accounting The Company’s operating leases are for the corporate headquarters located in South San Francisco, California (“HQ lease”) and for additional office and laboratory space located in Alameda, California (“Alameda lease”). The HQ lease has an initial term of eight years expiring in 2027, with an option to renew for an additional eight years unless canceled by either party. The Alameda lease has an initial term of eleven years expiring in 2032, with an option to renew the lease for up to two additional terms of five years . The exercise of these renewal options is not recognized as part of the right-of-use assets and lease liabilities, as the Company did not conclude, at the commencement date of the leases, that the exercise of renewal options or termination options was reasonably certain. Lease costs are summarized as follows: Year Ended December 31, (in thousands) 2025 2024 Operating lease cost $ 5,123 $ 5,236 Variable lease cost (1) 1,028 1,040 Short-term lease cost 22 34 Total lease cost $ 6,173 $ 6,310 (1) Variable lease costs comprise primarily of common area maintenance charges for the operating leases, which is dependent upon usage. Supplemental cash flow information related to the leases was as follows: Years Ended December 31, (in thousands) 2025 2024 Operating cash flows from operating leases $ ( 7,478 ) $ ( 7,252 ) Weighted-average remaining lease terms and discount rates were as follows: December 31, 2025 Weighted-average remaining lease term (years) 6.0 Weighted-average discount rate 9.2 % 156 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements As of December 31, 2025, maturities of lease liabilities were as follows: (in thousands) 2026 7,712 2027 5,769 2028 4,855 2029 5,000 2030 5,150 Thereafter 9,379 Total undiscounted lease payments 37,865 Less imputed interest ( 8,974 ) Total lease liabilities $ 28,891 Impairment of Long-lived Assets During the year ended December 31, 2025, the Company identified impairment indicators related to the asset group associated with the GeneFab Sublease. GeneFab did not remit sublease payments in accordance with the contractual terms, resulting in an outstanding receivable balance. Accordingly, the Company performed a recoverability test under ASC 360, Property, Plant, and Equipment , comparing the estimated undiscounted future cash flows expected to be generated by the primary asset within the asset group to the carrying amount of the asset group. As part of this analysis, new information obtained during the subsequent event period provided additional evidence relevant to the measurement of the cash flows associated with the asset group. Specifically, this was a result of the Lease Amendment and associated agreements entered into on March 17, 2026. Refer to Note 15 . Subsequent Events for additional information of the Lease Amendment and associated agreements. As a result, the analysis indicated that the carrying amount was not recoverable as of December 31, 2025. The fair value of the primary asset within the asset group was then estimated using a discounted cash flow model, which incorporated expected future cash flows associated with the subleased spaces, reflecting assumptions regarding the timing and collectibility of sublease payments. This fair value measurement represents a non-recurring measurement and was classified as a Level 3 measurement within the fair value hierarchy under ASC 820, Fair Value Measurement , as it is based on significant unobservable inputs, including projected cash flows and the selected discount rate. The cash flows were discounted using a market participant discount rate commensurate with the risks inherent in those cash flows. As a result, the Company recognized an impairment charge of $ 5.1 million for the year ended December 31, 2025. The Company will continue to monitor GeneFab’s payment status, collectibility of sublease payments, and other relevant factors that could affect the recoverability of the underlying assets in future periods. In the comparable prior-year period, the Company identified an impairment indicator related to the HQ lease as a result of entering into subleases for a portion of the headquarters premises. The Company compared the estimated undiscounted future cash flows to the carrying amount of the asset group, which included the right-of-use asset and related leasehold improvements allocable to the subleased space, and concluded that the carrying amount was not recoverable. The fair value of the asset group was then determined using a discounted cash-flow model that incorporated the expected net cash flows for the term of the sublease, including estimated residual cash flows, and an estimated borrowing rate of a market-participant subtenant. As a result, the Company recognized an impairment charge of $ 0.3 million during the year ended December 31, 2024. Lessor Accounting GeneFab Subleases - Related Party ( Note 12 ) On August 27, 2023, the Company entered into a sublease with GeneFab to sublease the facility included in the Alameda lease, expiring in September 2032. The facility supports the clinical manufacturing of the Company’s 157 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements chimeric antigen receptor natural killer (CAR-NK) programs, including SENTI-202. Total undiscounted payments to be received by the Company over the term of the Alameda lease sublease were approximately $ 44.1 million. On June 12, 2024, the Company entered into a sublease with GeneFab for a portion of the Company’s HQ lease. Total undiscounted payments to be received by the Company over the term of the HQ lease sublease were approximately $ 1.3 million. During the three months ended September 30, 2025, the Company determined that collectibility of certain rent payments under its related-party sublease with GeneFab were no longer probable in accordance with ASC 842, Leases (“ASC 842”) and that the Company should recognize sublease income only to the extent of cash received. As a result, for the three months ended September 30, 2025, the Company reversed $ 3.3 million of previously recognized sublease income in accordance with ASC 842 and will recognize future lease income only as payments are received. As of December 31, 2025, based on the lease amendments mentioned in Note 15 . Subsequent Events, the sublease income amounts were deemed probable and subsequently recognized. Refer to Note 15 . Subsequent Events for additional information. Alameda Lease Default The Company’s obligations under the Alameda lease are expected to be substantially funded by sublease payments from GeneFab. In September 2025, the Company received a notice of default from the landlord of the Alameda lease, and the Company was in default for nonpayment of rent in the amount of approximately $ 0.4 million. As of December 31, 2025, the nonpayment of rent for the Alameda lease was approximately $ 1.7 million. As of December 31, 2025, the Alameda lease had not been terminated, and the Company continues to recognize the right-of-use asset and lease liability associated with the Alameda lease. Subsequent to year end, the default no longer exists as a result of the Lease Amendment entered into with the Landlord. Refer to Note 15 . Subsequent Events . BKPBIOTECH and JLSA2 Therapeutics Sublease The Company subleased a portion of the Company’s HQ lease to BKPBIOTECH, Inc. and JLSA2 Therapeutics, Inc. The subleases commenced in October 2024 and will expire on April 30, 2027. Total undiscounted payments to be received by the Company over the term of the HQ lease sublease were approximately $ 1.4 million. The sublease contains customary events of default, representations, warranties and covenants. In March 2026, the sublease was amended to expand the premises leased by BKPBIOTECH, Inc. and JLSA2 Therapeutics, Inc. within the Company’s headquarters, with the related increase in sublease rent effective April 2026. As a result, as of December 31, 2025, the Company’s future sublease payments are expected to be approximately $ 1.4 million. As of December 31, 2025, maturities of the Company’s sublease payments were as follows: (in thousands) 2026 $ 5,680 2027 5,122 2028 4,891 2029 5,037 2030 5,188 Thereafter 8,070 Total undiscounted sublease payments $ 33,988 Subsequent to December 31, 2025, the Company entered into an amendment to its lease agreement for the Alameda facility, which reduced the leased premises and corresponding future lease payments. As a result, the Company’s future sublease payments are expected to be approximately $ 21.7 million. Refer to Note 15 , Subsequent Events. 158 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements A summary of total sublease income was as follows: Years Ended December 31, (in thousands) 2025 2024 Sublease income - base rent $ 4,550 $ 5,170 Sublease income - variable 1,703 1,438 Total sublease income (1) $ 6,253 $ 6,608 (1) For the year ended December 31, 2025, $ 5.4 million was recorded in GeneFab sublease income - related party on the consolidated statement of operations, and $ 0.8 million was recorded in other income on the consolidated statement of operations. For the year ended year ended December 31, 2024, $ 6.4 million was recorded in GeneFab sublease income - related party on the consolidated statement of operations, and $ 0.2 million was recorded in other income on the consolidated statement of operations. Note 6. Stockholders’ Equity Common Stock Holders of common stock are entitled to one vote per share, and to receive dividends and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to stockholders. The holders have no preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to such shares. Common stock was subordinate to the redeemable convertible preferred stock with respect to dividend rights and rights upon liquidation, winding up, and dissolution of the Company. Through December 31, 2025, no cash dividends have been declared or paid. On July 10, 2024, the Company’s Board of Directors (the “Board”) approved a reverse stock split of the common stock, $ 0.0001 par value, at a ratio of 1-for-10. Effective as of 5:00 p.m. Eastern Time on July 17, 2024, the Company filed the Reverse Stock Split Amendment and effected a 1-for-10 reverse stock split of its shares of common stock (the “Reverse Stock Split”). All common stock amounts and references have been retroactively adjusted for all figures presented to reflect this split unless specifically stated otherwise. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would have otherwise been entitled to receive fractional shares as a result of the Reverse Stock Split were entitled to a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would have otherwise been entitled multiplied by the closing sales price per share of the common stock (as adjusted for the Reverse Stock Split) on the Nasdaq Capital Market on July 17, 2024, the last trading day immediately preceding the effective time of the Reverse Stock Split. Trading of the Company’s common stock on the Nasdaq Capital Market commenced on a split-adjusted basis as of market open on July 18, 2024, under the existing trading symbol “SNTI.” 2025 ATM Agreement On March 20, 2025, the Company entered into a Sales Agreement (the “2025 ATM Agreement”) with Leerink Partners LLC (“Leerink Partners”) with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, up to a maximum aggregate offering price of $ 17.5 million of its common stock through Leerink Partners as its sales agent. Under the 2025 ATM Agreement, the Company is not obligated to sell any shares, and either party may suspend or terminate the offering of common stock upon notice to the other party and subject to certain conditions. Leerink Partners will use commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of The Nasdaq Capital Market, to sell shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. The Company pays Leerink Partners a commission of equal to 3.0 % of the gross proceeds of any common shares sold, and has agreed to reimburse certain fees and disbursements and provide Leerink Partners with customary indemnification and contribution rights. For the year ended December 31, 2025, the Company sold 4,833,477 shares of common stock under the 2025 ATM Agreement at a weighted average price of $ 2.38 per share, resulting in gross proceeds of $ 11.5 million and net proceeds of $ 10.6 million after sales agent commissions and offering costs. 159 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements Common Stock Purchase Agreement On August 31, 2022, the Company and Chardan Capital Markets LLC (“Chardan”) entered into a Common Stock Purchase Agreement and a Registration Rights Agreement, which was amended and restated on July 16, 2024 to update the volume weighted average price purchase mechanics of the equity facility to permit Intraday Volume Weighted Average Price (“VWAP”) Purchases (collectively referred to as the “A&R Purchase Agreement”). Pursuant to the A&R Purchase Agreement, the Company had the right, in its sole discretion, to sell to Chardan up to the lesser of (i) $ 50.0 million of newly issued shares of the Company’s common stock, and (ii) the Exchange Cap (as defined below) (subject to certain conditions and limitations), from time to time during the 36 -month term of the A&R Purchase Agreement. As consideration for Chardan’s commitment to purchase shares of common stock at the Company’s direction upon the terms and subject to the conditions set forth in the A&R Purchase Agreement, the Company issued 10,000 shares of its common stock to Chardan and paid a $ 0.4 million document preparation fee, upon execution of the A&R Purchase Agreement. On March 17, 2025, the Company terminated the A&R Purchase Agreement. Prior to termination, the Company issued and sold to Chardan an aggregate of 384,313 shares of common stock under the A&R Purchase Agreement, for aggregate net proceeds of $ 3.0 million. For the year ended December 31, 2025, no shares were issued under the A&R Purchase Agreement. For the year ended December 31, 2024, 244,313 shares were issued under the A&R Purchase Agreement. Private Placement The Company’s Board of Directors has the authority to issue $ 0.0001 par value preferred stock in one or more series and to establish from time to time the number of shares to be included in each such series, by adopting a resolution and filing a certification of designation. Voting powers, designations, powers, preferences and relative, participating, optional, special and other rights shall be stated and expressed in such resolutions. On December 2, 2024, the Company entered into a securities purchase agreement with certain investors in which the Company agreed to sell, in a private placement (the “Offering”), (i) up to 21,157 shares of Series A redeemable convertible preferred stock, par value $ 0.0001 per share, for an aggregate offering price of $ 47.6 million and (ii) accompanying warrants to purchase up to 31,735,500 shares of common stock, par value $ 0.0001 per share. Each share of Series A redeemable convertible preferred stock will be issued at $ 2,250.00 per share and, subject to Stockholder Approval (defined below), is convertible into 1,000 shares of common stock. Each Warrant has an exercise price per share of $ 2.30 . The Warrants are exercisable at any time on or after the Stockholder Approval and on or prior to the five year anniversary of the original issuance date. A holder of a Warrant may not exercise the Warrant if the holder, together with its affiliates, would beneficially own more than 4.99 % (or, at the election of the holder, 9.99 %) of the number of shares of the common stock outstanding immediately after giving effect to such exercise. A holder of a Warrant may increase or decrease this percentage not in excess of 45.00 % by providing at least 61 days’ prior notice to the Company. As of December 31, 2025, there had been no Warrant exercise. On December 9, 2024, the Company closed the initial tranche of the Offering, in which the Company issued 16,713 shares of Series A redeemable convertible preferred stock and Warrants to purchase 25,069,500 shares of common stock for aggregate net proceeds of $ 35.2 million, net of issuance costs of $ 2.4 million. Additionally, an investor had the option to purchase up to an additional 4,444 shares of Series A redeemable convertible preferred stock and Warrants to purchase 6,666,000 shares of common stock at a subsequent closing (“Second Tranche”). On December 31, 2024, the Company closed the Second Tranche of the Offering, in which the Company issued 4,444 shares of Series A redeemable convertible preferred stock and Warrants to purchase 6,666,000 shares of common stock for aggregate net proceeds of $ 9.9 million, net of issuance costs of $ 0.1 million. On March 6, 2025, at a special meeting of the Company’s stockholders (the “Special Meeting”), the Company’s stockholders approved the issuance of common stock in accordance with Nasdaq Listing Rule 5635 upon (i) conversion of Series A redeemable convertible preferred stock and (ii) the exercise of warrants to purchase shares of common stock. Subsequently, on March 10, 2025, the Company converted the outstanding shares of Series A redeemable convertible preferred stock into 21,157,000 shares of common stock, at the conversion price of $ 2.25 per share, subject to the terms and limitations contained in the Certificate of Designation. 160 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements Dividend Rights Dividends shall accrue at the rate per annum of 18 % (“Accruing Dividends”), compounded annually from June 30, 2025 on any unpaid dividends. Accruing Dividends shall accrue on a quarterly basis whether or not declared, and such Accruing Dividends shall be payable only when, as, and if declared by the Board of Directors. Accruing Dividends shall be payable at the option of the Company in cash, additional shares of Series A redeemable convertible preferred stock, or any combination thereof, and shall be paid on June 30 and December 31 of each calendar year with respect to any shares of Series A redeemable convertible preferred stock then outstanding. The first dividend payment date shall be June 30, 2025, but shall not be payable on any shares of Series A redeemable convertible preferred stock that prior to such date have been converted into common stock. In the event all the shares of Series A redeemable convertible preferred stock have been converted into common stock on or before June 30, 2025, no Accruing Dividends shall be payable pursuant to this Certificate of Designation. The Company shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock unless the holders of the Series A redeemable convertible preferred stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series A redeemable convertible preferred stock in an amount at least equal to the sum of the amount of the aggregate Accruing Dividends then accrued on such share of Series A redeemable convertible preferred stock and not previously paid. Voting Rights The holders of the Series A redeemable convertible preferred stock have no voting rights, however, so long as at least 6,347 shares of the Series A redeemable convertible preferred stock remain outstanding, the Company shall not, either directly or indirectly by amendment, merger, consolidation, domestication, transfer, continuance, recapitalization, reclassification, waiver, statutory conversion, or otherwise, effect certain acts or transactions, as provided in the Certificate of Designation, without the written consent or affirmative vote of at least a majority of the then outstanding shares of Series A redeemable convertible preferred stock, voting together as a single class. Conversion Rights Each share of Series A redeemable convertible preferred stock shall be convertible into a number of shares of common stock equal to original per share price, plus all declared and unpaid dividends, divided by the Conversion Price, rounded down to the nearest whole share of common stock (“Conversion Ratio”). Notwithstanding the foregoing, no share of Series A redeemable convertible preferred stock shall be convertible at any time until on or after the first trading day following the public announcement of Stockholder Approval. After this approval, the Company may, at its option, cause each share of Series A redeemable convertible preferred stock to convert into such number of shares of common stock equal to the product of the Conversion Ratio and the number of shares of Series A redeemable convertible preferred stock to be converted. Additionally, at the option of the Holder of the Series A redeemable convertible preferred stock, each share of Series A redeemable convertible preferred stock shall be convertible into such number of shares of Common Stock equal to the product of the Conversion Ratio and the number of shares of Series A redeemable convertible preferred stock to be converted. Liquidation Rights In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, including a change of control transaction, or deemed liquidation event (any such event, a “Liquidation”) the holders of shares of Series A redeemable convertible preferred stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders of common stock of the Company, an amount in cash equal to the three times the original per share price. The Company had no redeemable convertible preferred stock authorized or outstanding as of December 31, 2025. As of December 31, 2024, the redeemable convertible preferred stock was summarized as follows: 161 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements December 31, 2024 (In thousands, except share amounts) Shares Authorized Shares Issued and Outstanding Net Carrying Value Aggregate Liquidation Preference Series A 21,200 21,157 $ 25,106 $ 147,647 Total 21,200 21,157 $ 25,106 $ 147,647 The Company had reserved shares of its common stock for future issuance as follows: December 31 December 31 2025 2024 Stock options issued and outstanding 4,863,455 1,333,030 Restricted stock units outstanding 1,101,825 56,423 Common stock shares available for future issuance under equity plans 2,583,937 270,907 Common stock shares available for future issuance under the 2022 Employee Stock Purchase Plan (the “ESPP”) 127,681 79,387 GeneFab Option 1,963,344 1,963,344 Warrants to purchase common stock issued in connection with Series A redeemable convertible preferred stock 31,735,500 31,735,500 Performance stock units outstanding — 106,806 Unvested early exercised common stock — 422 Contingent earnout common stock — 100,000 Common Stock Purchase Agreement — 484,944 Series A redeemable convertible preferred stock — 21,157,000 Total 42,375,742 57,287,763 Note 7. Stock-based Compensation 2016 Stock Incentive Plan (the “2016 Plan”) The Company’s 2016 Stock Incentive Plan (the “2016 Plan”) provides for the grant of incentive stock options, non-qualified stock options and restricted stock awards to employees, directors, and consultants of the Company. The 2016 Plan was terminated in 2022, and no additional stock awards will be granted under the 2016 Plan. The shares underlying any award granted under the 2016 Plan that are forfeited back to or repurchased or reacquired by the Company, will revert to and again become available for issuance under the 2022 EIP described below. 2022 Equity Incentive Plan ( the “2022 EIP”) The Company adopted the 2022 EIP in June 2022. The 2022 EIP provides for the grant of incentive stock options to employees, and for the grant of non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants. The exercise price of an options granted under the 2022 EIP shall not be less than the fair market value of a common stock share on the date of grant. With respect to a 10 % stockholder, the exercise price of an option granted shall not be less than 110 % of the fair value of the common stock share on the date of grant. Options granted under the 2022 EIP generally vest over four years and expire no later than ten years after the grant date. 162 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements The Company initially reserved 249,273 shares of common stock for issuance under the 2022 EIP. On the first day of each year commencing January 1, 2023, the 2022 Plan will automatically increase by 5 % of the outstanding number of shares of common stock of the Company on the last day of the preceding calendar year or such lesser number of shares as approved by the Company’s Board of Directors prior to the effective date of the annual increase. In addition, the shares underlying any award granted under the 2016 Plan that are forfeited back to or repurchased or reacquired by the Company, will revert to and again become available for issuance under the 2022 Plan. On January 1, 2025, the number of shares of common stock reserved for issuance under the 2022 EIP increased by 241,472 shares. On March 6, 2025, the number of shares of common stock available for issuance under the 2022 EIP increased by an additional 4,300,000 shares upon stockholder approval of the amended and restated 2022 EIP at the Special Meeting. As of December 31, 2025, the total number of shares of common stock available for issuance under the 2022 EIP is 460,974 . 2022 Inducement Plan (the “2022 IN”) The Company adopted the 2022 IN in August 2022. The 2022 IN provides for the grant of non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to persons not previously an employee of the Company and its affiliates. The exercise price of an options granted under the 2022 IN shall not be less than the fair market value of a common stock share on the date of grant. Stock options granted under the 2022 IN generally vest over four years and expire no later than ten years after the grant date. The Company initially reserved 200,000 shares of common stock for issuance under the 2022 IN. On March 7, 2025, the Board approved an increase in the total number of shares of common stock available for issuance under the 2022 IN to be 2,500,000 shares. As of December 31, 2025, the total number of shares of common stock available for issuance under the 2022 IN is 2,122,963 . 2022 Employee Stock Purchase Plan (the “2022 ESPP”) The Company adopted the 2022 ESPP in June 2022. The 2022 ESPP allows eligible employees to purchase shares of the Company's common stock at a price equal to 85 % of the lower of the fair market values of the stock on the first day of an offering or on the date of purchase. The 2022 ESPP operates with rolling offering periods, which are generally 24 months. On November 15, 2023, upon termination of the then-current offering period in accordance with the terms of the 2022 ESPP, the Company suspended the2022 ESPP and no new offering periods may commence under the 2022 ESPP until such time as later authorized by the Company. The Company initially reserved 59,258 shares of common stock for issuance under the 2022 ESPP. On the first day of each year commencing January 1, 2023, the 2022 ESPP will automatically increase by 1 % of the outstanding number of shares of common stock of the Company on the last day of the preceding calendar year or such lesser number of shares as approved by the Company’s Board of Directors prior to the effective date of the annual increase. On January 1, 2025, the number of shares of common stock reserved for issuance under the 2022 ESPP increased by 48,294 shares. As of December 31, 2025, the total number of shares of common stock available for issuance under the 2022 ESPP is 127,681 . 163 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements Stock Options The following table summarizes the Company’s stock option activities and related information under all equity plans, excluding performance awards: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2024 942,519 $ 10.32 8.6 $ 89 Granted 3,651,681 $ 3.77 Forfeited ( 114,899 ) $ 9.91 Outstanding at December 31, 2025 4,479,301 $ 4.99 8.8 $ — Exercisable at December 31, 2025 1,182,117 $ 7.97 8.3 $ — The total intrinsic value of the options exercised during the year ended December 31, 2024 was $ 1.2 million. The weighted-average grant date fair value of options granted during the years ended December 31, 2025 and 2024 was $ 2.60 and $ 5.79 , respectively. As of December 31, 2025, there was $ 8.2 million of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of approximately 1.4 years. Performance Awards In connection with the Merger, on December 19, 2021, Legacy Senti approved 840,089 performance awards to existing employees that vest contingent upon the satisfaction of both a four-year service condition and a performance condition tied to the consummation of the Merger. The awards and the associated recognition of stock-based compensation expense were contingent on the Merger being consummated. As of the approval date of the performance awards, Legacy Senti did not have sufficient common stock available for issuance. Upon the Merger, the Company increased the number of shares authorized and 679,607 awards were granted on June 8, 2022. Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2024 358,943 $ 99.20 6.9 $ — Forfeited ( 6,357 ) $ 99.20 Outstanding at December 31, 2025 352,586 $ 99.20 6.0 $ — Exercisable at December 31, 2025 310,850 $ 99.20 6.0 $ — As of December 31, 2025, there was $ 0.1 million of total unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of approximately 0.3 year. 164 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements Restricted Stock Units (“RSUs”) The following table summarizes activity relating to the Company’s restricted stock units: Number of Restricted Stock Units Weighted-Average Grant Date Fair Value Unvested Balance at December 31, 2024 56,423 $ 1.58 Granted 1,125,928 $ 3.46 Vested ( 59,421 ) $ 2.75 Forfeited ( 21,105 ) $ 3.78 Unvested Balance at December 31, 2025 1,101,825 $ 3.55 The weighted-average grant date fair value of RSUs granted in the year ended December 31, 2024 was $ 1.80 . The total fair value as of the respective vesting dates of RSUs that vested during the years ended December 31, 2025 and 2024 was $ 0.1 million and nominal , respectively. As of December 31, 2025, there was $ 2.8 million of total unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of approximately 1.5 years. Stock-based Awards Valuation The fair value of both stock options and the option component of shares purchased under the 2022 ESPP was estimated using the Black-Scholes option pricing model. The description of the significant assumptions used in the model are as follows: • Fair Value of Common Stock — The fair value of common stock will be based on the publicly traded market value. • Expected Term — The expected term represents the period that the Company’s stock options are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term). The expected term for the ESPP purchase rights is the length of the purchase period. • Volatility — The expected volatility is based on the average historical volatility of comparable publicly-traded peer companies, over a period equal to the expected term of the stock option grants, as the Company does not have a trading history for its common stock for a sufficient period of time. • Risk-free Rate — The risk-free rate assumption is based on the U.S. Treasury zero-coupon issues in effect at the time of grant for periods corresponding with the expected term of the option. • Dividends — The Company has never paid dividends on its common stock and does not anticipate paying dividends on common stock. Therefore, the Company uses an expected dividend yield of zero. • Forfeitures — The Company accounts for forfeitures as they occur. The fair values of stock options were estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: 165 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements Year Ended December 31, 2025 2024 Expected term (in years) 6.0 5.8 Expected volatility 92.0 % 86.6 % Risk-free interest rate 4.1 % 4.1 % Dividend yield — — Stock-based Compensation Expense Total stock-based compensation expense was as follows: Year Ended December 31, (in thousands) 2025 2024 General and administrative $ 4,761 $ 1,602 Research and development 945 153 Total stock-based compensation expense $ 5,706 $ 1,755 Note 8. Net Loss Per Share A reconciliation of net loss available to common stockholders and the number of shares in the calculation of basic and diluted net loss per share is as follows: Year Ended December 31, (in thousands, except share and per share amounts) 2025 2024 Basic and diluted net loss per share: Numerator: Net loss, basic and diluted $ ( 61,438 ) $ ( 52,790 ) Accretion for Series A redeemable convertible preferred stock — ( 2,522 ) Net loss per share attributable to common stockholders, basic and diluted ( 61,438 ) ( 55,312 ) Denominator: Weighted-average shares outstanding, basic and diluted 22,483,391 4,595,946 Net loss per share attributable to common stockholders, basic and diluted $ ( 2.73 ) $ ( 12.03 ) As the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods presented. The following potential common stock securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because 166 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements including them would have been anti-dilutive (on an as-converted basis): Year Ended December 31, 2025 2024 Stock options issued and outstanding 4,863,455 1,333,030 Restricted stock units outstanding 1,101,825 56,423 GeneFab Option 1,963,344 1,963,344 Warrants to purchase common stock issued in connection with Series A redeemable convertible preferred stock 31,735,500 31,735,500 Series A redeemable convertible preferred stock — 21,157,000 Performance stock units outstanding — 106,806 Contingent earnout common stock — 100,000 Unvested early exercised common stock — 422 Total 39,664,124 56,452,525 Note 9. Cash, Cash Equivalents and Restricted Cash The following table is a reconciliation of the cash, cash equivalents and restricted cash: December 31 December 31 (in thousands) 2025 2024 Cash and cash equivalents $ 16,420 $ 48,277 Restricted cash (1) 3,528 3,538 Total $ 19,948 $ 51,815 (1) As of December 31, 2025 and 2024, restricted cash balance primarily consisted of a letter of credit for the Alameda facility lease of $ 2.9 million, and a letter of credit for the HQ lease of $ 0.5 million. The following table is a summary of the Company’s marketable securities: December 31, 2025 (in thousands) Amortized Cost Fair Value Money market funds $ 18,189 $ 18,189 Classified as: Cash equivalents $ 14,661 Restricted cash $ 3,528 December 31, 2024 (in thousands) Amortized Cost Fair Value Money market funds $ 39,407 $ 39,407 Classified as: Cash equivalents $ 35,869 Restricted cash $ 3,538 As of December 31, 2025 and 2024, all of the Company’s cash equivalents and restricted cash were marketable securities and no allowance for credit loss was recorded. 167 Note 10. Fair Value Measurements The following table summarizes, for assets and liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy. No securities have contractual maturities of longer than one year. There were no transfers between Levels 1, 2, or 3 for any of the periods presented. December 31, 2025 (in thousands) Fair Value Level 1 Assets Money market funds $ 18,189 $ 18,189 Total assets measured at fair value $ 18,189 $ 18,189 December 31, 2024 (in thousands) Fair Value Level 1 Assets Money market funds $ 39,407 $ 39,407 Total assets measured at fair value $ 39,407 $ 39,407 Asset Classified as Level 3 GeneFab Economic Share The fair value of the GeneFab Economic Share is based on significant unobservable inputs. In determining the fair value of the GeneFab Economic Share, the Company used the option pricing method, which allocates total estimated enterprise value to various classes of equity using the Backsolve method. As of December 31, 2025 and 2024, the Company determined that the fair value of the GeneFab Economic Share was zero due to the low probability of the events triggering the payment underlying the GeneFab Economic Share. For the year ended December 31, 2025, there was no change in fair value for the GeneFab Economic Share. Liability Classified as Level 3 GeneFab Option The fair value of the GeneFab Option is based on significant unobservable inputs. In determining the fair value of the GeneFab Option, the Company used a Black-Scholes option pricing model. As of December 31, 2025 and 2024, the Company determined that the fair value of the GeneFab Option was zero due to the probability that a suitable license agreement, which is a condition of GeneFab obtaining the Option, would not be signed. For the year ended December 31, 2025, there was no change in fair value for the GeneFab Option. Note 11. Income Tax The Company did not record any income tax expense or benefit during the years ended December 31, 2025 and 2024 and no income taxes were paid. The Company’s pretax loss is all domestic. The Company has a net operating loss and has provided a valuation allowance against net deferred tax assets due to uncertainties regarding the Company’s ability to realize these assets. On July 4, 2025, the United States government enacted into law the One Big Beautiful Bill Act (the “OBBBA”). The OBBBA includes a broad range of tax reform provisions affecting businesses. Based on the Company’s preliminary assessment, the provisions of the OBBBA are not expected to have a material impact on the Company’s consolidated financial statements. 168 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements For the calendar years ended December 31, 2025 and 2024, the tax effects of significant items comprising the Company's deferred taxes are as follows: Years Ended December 31, (in thousands) 2025 2024 Deferred tax assets: Net operating losses $ 69,516 $ 50,961 Capitalized R&D Section 174 expense 11,922 13,509 Tax credits 12,388 10,592 Lease liability 6,067 5,639 Stock-based compensation 961 3,736 Accruals and reserves 497 532 Fixed asset basis and intangible basis — 438 Total deferred tax assets 101,351 85,407 Deferred tax liabilities: Operating lease right-of-use assets ( 2,418 ) ( 1,534 ) Fixed asset basis and intangible basis ( 212 ) ( 2,165 ) Total deferred tax liabilities ( 2,630 ) ( 3,699 ) Valuation allowance ( 98,721 ) ( 81,708 ) Net deferred taxes $ — $ — The Company records the tax benefit of net operating losses, temporary differences, and credit carryforwards as assets to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Because of the Company's recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance. The valuation allowance increased by approximately $ 17.0 million and $ 20.5 million during years ended December 31, 2025 and 2024, respectively, and the Company’s deferred tax assets continue to be fully offset by the valuation allowance as at December 31, 2025. For the years ended December 31, 2025 and 2024, the Company did not record an income tax provision. Net operating losses and tax credit carryforwards as of December 31, 2025 are as follows: (in thousands) Amount Expiration Years Net operating losses, federal (Post December 31, 2017) $ 260,072 Do Not Expire Net operating losses, federal (Pre January 1, 2018) $ 3,508 2036-2037 Net operating losses, state $ 202,723 2036-2045 Tax credits, federal $ 9,575 2036-2045 Tax credits, state $ 7,127 Do Not Expire Utilization of the net operating loss carryforwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. This annual limitation may result in the expiration of net operating losses and credits before utilization. The Company has not performed an analysis to determine the limitation of its net operating loss carryforwards. 169 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows: Year Ended December 31, 2025 (in thousands) Percent U.S. federal statutory rate $ ( 12,902 ) 21.00 % State and local rate — — % Tax credits Federal research and development tax credits ( 687 ) 1.12 % Orphan drug credit ( 824 ) 1.34 % Changes in valuation allowances 13,055 ( 21.25 )% Nontaxable and nondeductible items Stock-based compensation 996 ( 1.62 )% Other 162 ( 0.26 )% Changes in unrecognized tax benefits 200 ( 0.33 )% Effective tax rate $ — — % A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to income before income taxes for years prior to the adoption of ASU 2023-09 is as follows: Year Ended December 31, 2024 Statutory rate 21.00 % State tax 11.87 % Other 0.08 % Tax credits 1.43 % Fair value of contingent earnout liability 2.53 % Fair value of preferred stock tranche liability 5.33 % Stock-based compensation ( 3.49 )% Changes in valuation allowances ( 38.75 )% Effective Tax Rate — % The Company has elected to include interest and penalties as a component of tax expense. For the years ended December 31, 2025 and 2024, the Company did not recognize accrued interest and penalties related to unrecognized tax benefits. The Company does not anticipate that the amount of existing unrecognized tax benefits will significantly increase or decrease during the next 12 months. The Company files income tax returns in federal and various state jurisdictions where a filing obligation has been determined. The federal and state income tax returns from inception to December 31, 2025 remain subject to examination. The Company had $ 3.1 million of unrecognized tax benefits as of December 31, 2025. No liability related to uncertain tax positions is recorded on the financial statements as all uncertain tax positions are currently recorded as a reduction to the Company’s deferred tax assets, which are subject to a valuation allowance. If recognized, none of the unrecognized tax benefits would affect the effective tax rate. The Company does not anticipate the total amounts of unrecognized tax benefits will significantly increase or decrease in the next 12 months. No positions were settled with tax authorities in 2025 and no positions were reduced as a result of a lapse of applicable statutes of limitations. The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision 170 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements for income taxes, as necessary. The Company did not recognize any accrued interest and penalties related to gross unrecognized tax benefits related to the year ended December 31, 2025. A reconciliation of the Company’s unrecognized tax benefits for the years ended December 31, 2025 and 2024 is as follows: Years Ended December 31, (in thousands) 2025 2024 Balance at beginning of the year $ 2,376 $ 2,076 Increase related to prior year tax positions 220 — Increase related to current year tax positions 495 301 Balance at end of the year $ 3,091 $ 2,376 Note 12. Related Parties New Enterprise Associates, Inc. New Enterprise Associates, Inc. (“NEA”) held 12.2 % and 9.2 % of the outstanding shares of the Company’s common stock as of December 31, 2025 and 2024, respectively. NEA held one of the eight seats on the Board as of December 31, 2025. As part of the private placement in December 2024 ( Note 6 ), NEA is also entitled to designate one additional director to the Board, which remained undesignated as of December 31, 2025. Celadon Partners, LLC Celadon Partners, LLC (“Celadon”) held 31.7 % of the outstanding and no shares of the Company’s common stock as of December 31, 2025 and 2024, respectively, and is considered a related party to the Company. Celadon is the parent company of Valere, of which GeneFab is a wholly-owned subsidiaries. Celadon was assigned the GeneFab Option in 2024. As part of the private placement in December 2024 ( Note 6 ), Donald Tang, a founder and manager of Celadon, was appointed to the Board. Celadon also was entitled to designate two additional directors to the Board, which were filled upon Feng Hsiung and Bryan Baum being appointed in March 2025 and July 2025, respectively. As of December 31, 2025, Celadon held three of the eight seats on the Board. Bayer Healthcare LLC Bayer Healthcare LLC (“Bayer”) held 19.9 % and 12.2 % of the outstanding shares of the Company’s common stock as of December 31, 2025 and 2024, respectively, and is considered a related party to the Company. Bayer is the parent company of BlueRock Therapeutics LP (“BlueRock”). The Company and BlueRock entered a collaboration and option agreement (“BlueRock Agreement”) in May 2021, pursuant to which the Company and BlueRock, on a program-by-collaboration program basis, collaborate in many aspects for the development of certain therapy products. The Company was responsible for up to $ 10 million in costs and expenses incurred in connection with the research plan and related activities to be conducted over a three-year research term. The Company completed the initial research plan and related activities in May 2024. If the Company and BlueRock agree to add new research activities to the research plan, then BlueRock will be obligated to reimburse the Company for the costs and expenses incurred. As of December 31, 2025, Bayer has not exercised its option for a license. For the year ended December 31, 2025, the Company recognized collaboration revenue with Bayer of less than $ 0.1 million in the consolidated statements of operations and comprehensive loss. As of December 31, 2025, deferred revenue with Bayer of less than $ 0.1 million was recorded in the consolidated balance sheets. These amounts relate to an option exercise period extension fee under the BlueRock Agreement. GeneFab As a result of the transaction with GeneFab ( Note 3 ), GeneFab supports the Company’s clinical manufacturing of its CAR-NK programs, including SENTI-202. GeneFab’s Chief Executive Officer, Philip Lee, Ph.D., was the 171 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements former Co-Founder and Chief Technology Officer of the Company. The Company determined GeneFab is a related party and the Company reports transactions with GeneFab under ASC 850, Related Party Disclosures (“ASC 850” ) . Refer to Note 3 . GeneFab Transaction for the financial asset and liability recorded consolidated balance sheets related to GeneFab. The Company and GeneFab entered into sublease agreements pursuant to which GeneFab subleased the facility included in the Alameda lease and a portion of the Company’s HQ lease. Refer to Note 5 . Operating Leases and Note 15 . Subsequent Events for developments subsequent to year end for the sublease discussion. The Company incurred certain costs on behalf of GeneFab under a transition services agreement, and reimbursement of such costs was due from GeneFab. As of December 31, 2025 and 2024, the Company recorded $ 0.5 million and $ 0.7 million, respectively, in GeneFab receivable - related party on the consolidated balance sheet. The Company’s research and development expenses under the services agreement was $ 12.9 million and $ 14.1 million for years ended December 31, 2025 and 2024, respectively. Refer to Note 3 . GeneFab Transaction . Note 13. Commitments and Contingencies In the ordinary course of business, the Company enters into contractual agreements with third parties that include non-cancelable payment obligations, for which the Company is liable in future periods. Legal Proceedings The Company is subject to claims and assessments from time to time in the ordinary course of business but does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations, or cash flows. Indemnification In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions and has never accrued any liabilities related to such obligations in its condensed consolidated financial statements. The Company has also entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law. The Company currently has directors’ and officers’ insurance. Note 14. Segment Reporting The Company views operations and manages the business as one operating and reportable segment, which is the research and development of the Company’s gene circuit platform. The Company’s Chief Operating Decision Maker (the “CODM”), its Chief Executive Officer, manages and allocates resources on a consolidated basis. This decision making process reflects the way in which financial information is regularly reviewed and used by the CODM to review budgets and trial related data, decides how to allocate resources and evaluate performance. The CODM assesses financial performance based on consolidated net loss. The CODM utilizes consolidated net loss by comparing actual results against budgeted amount on a quarterly basis. As part of this process, consolidated net loss is used as a measure of profit or loss in allocating resources and assessing segment performance. The CODM reviews cash and cash equivalents as a measure of segment assets. As of December 31, 2025 and 2024, the Company’s cash and cash equivalents were $ 16.4 million and $ 48.3 million, respectively. 172 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements A summary of the segment loss, including significant expenses, is as noted in the table below. Years Ended December 31, (in thousands) 2025 2024 Collaboration revenue - related party $ 22 $ — Operating expenses: Research and development: External services and supplies 23,836 20,795 Personnel-related expenses, including stock-based compensation 8,214 7,694 Facilities and other 4,634 4,889 General and administrative: External services and supplies 5,463 7,624 Personnel-related expenses, including stock-based compensation 11,513 8,379 Facilities and other 6,452 7,507 Depreciation and amortization 3,637 3,838 Impairment of long-lived assets 5,052 313 Total operating expenses 68,801 61,039 Loss from operations ( 68,779 ) ( 61,039 ) Interest income 927 948 Sublease income (1) 6,253 6,608 Other income, net - related party 160 — Other income, net (1) 1 693 Net loss $ ( 61,438 ) $ ( 52,790 ) (1) For 2025 reporting, the Company reclassified $ 0.2 million from “Other Income, net” to “Sublease income” for the year ended December 31, 2024. Note 15. Subsequent Events Lease Amendment Cure of Alameda Lease Default On March 17, 2026, the Company entered into a First Amendment to Lease (the “Lease Amendment”) for the Alameda Facility by and between the Company and 1430 South Loop Owner, LLC (the “Landlord”). Pursuant to the Lease Amendment, the Company reduced the leased premises from approximately 92,000 rentable square feet to approximately 46,000 rentable square feet. The Lease Amendment also reduces the Company’s future base rent obligations for the remaining term of the lease and modifies certain cost-sharing arrangements with respect to operating expenses, taxes, and utilities. In connection with the Lease Amendment, the Landlord is entitled to draw $ 2.0 million under the Company’s existing letter of credit, and the required letter of credit for the remainder of the lease term was reduced to approximately $ 0.8 million. As a result of execution of the Lease Amendment, the Alameda lease default discussed in Note 5 was cured in March 2026. 173 Table of Contents SENTI BIOSCIENCES, INC. Notes to Consolidated Financial Statements Sublease Amendment and cure of Sublease Default On March 9, 2026, the Company signed an agreement to accelerate the end of the HQ sublease (“HQ Sublease Amendment”), effective March 31, 2026. As part of this agreement, GeneFab paid all past rent due to the Company for the HQ sublease. Additionally, in connection with the Lease Amendment, on March 17, 2026, the Company entered into a First Amendment to Sublease (the “Alameda Sublease Amendment”) with GeneFab relating to the Alameda facility. Pursuant to the Sublease Amendment, the subleased premises were reduced to approximately 46,000 rentable square feet. The Sublease Amendment revised the base rent, operating expenses, taxes and utilities owed by GeneFab under the Amended Sublease to equal the amounts owed by the Company under the Amended Lease. GeneFab also agreed to pay a $ 1.0 million Reduction Fee (as defined below) to the Landlord pursuant to the terms and conditions of the Consent Amendment (as defined below). Pursuant to the HQ Sublease Amendment and the Alameda Sublease Amendment, the GeneFab Sublease Default was cured. Landlord Consent In connection with the Lease Amendment and Sublease Amendment, on March 17, 2026, the Company entered into a First Amendment to Landlord’s Consent to Sublease (the “Consent Amendment”) with the Landlord and GeneFab. Pursuant to the Consent Amendment, the Landlord consented to the Sublease Amendment in exchange for a payment of $ 1.0 million to the Landlord by the Company or GeneFab (the “Reduction Fee”). GeneFab Letter Agreement In connection with the Lease Amendment, Sublease Amendment and Consent Amendment, on March 17, 2026, the Company entered into a letter agreement with GeneFab (the “GeneFab Letter Agreement”). The GeneFab Letter Agreement provides back rent payment of $ 1.4 million that may be satisfied, in whole or in part, through a cash prepayment credit to be applied toward work or services to be performed by GeneFab for the Company under the 2024 Amended and Restated DMSA, that the Company may access such prepayment credit immediately and that any unpaid portion must be paid in immediately available funds by September 1, 2026. The GeneFab Letter Agreement further provides that the Company may access $ 2.0 million as a prepayment credit to be applied toward work or services to be performed by GeneFab for the Company under the 2024 Amended and Restated DMSA beginning September 1, 2026. This prepayment credit represents a portion of the agreed-upon settlement of past-due sublease rent. GeneFab’s failure to perform its obligations with respect to the outstanding rent or the $ 2.0 million amount constitutes an immediate event of default under the Amended Sublease. The Letter Agreement terminates automatically once the applicable prepayment credits have been fully applied. The Company is currently evaluating the accounting implications of the Lease Amendment and related agreements, including the impact on its lease accounting under ASC 842. The Company has not completed its assessment of the accounting effects of these arrangements as of the date these consolidated financial statements were issued. 174 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None