DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

(Amendment No.__)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

Beta Bionics, Inc.

(Name of Registrant as Specified In Its Charter)

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

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


☒	No fee required

☐	Fee paid previously with preliminary materials

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

Beta Bionics, Inc.

11 Hughes

Irvine, California 92618

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 21, 2026

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Beta Bionics, Inc., a Delaware corporation (the “Company”). The meeting will be held on Thursday, May 21, 2026 at 2:00 P.M. Pacific Time. The Annual Meeting will be a virtual meeting of stockholders, which will be conducted only via a live audio webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/BBNX2026. The meeting will be held for the following purposes:

To elect two Class I directors, as nominated by the Board of Directors, to hold office until the 2029 Annual Meeting of Stockholders and their successors are duly elected and qualified, or until their earlier death, resignation or removal.

To ratify the appointment by the Audit Committee of the Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

To conduct any other business properly brought before the meeting.

These items of business are more fully described in the proxy statement accompanying this Notice.

The Annual Meeting will be held virtually through a live webcast. Stockholders of record at the close of business on March 23, 2026 and their proxy holders will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visiting www.virtualshareholdermeeting.com/BBNX2026 and entering the 16-digit control number included in your Notice of Internet Availability or in the instructions that you received via email. Please refer to the additional logistical details and recommendations in the accompanying proxy statement. You may log-in beginning at 1:45 P.M. Pacific Time, on May 21, 2026.

Only stockholders of record at the close of business on March 23, 2026 and their proxy holders may vote at the meeting or any adjournment thereof.

     By Order of the Board of Directors

    

     /s/ Sean Saint

    

     Sean Saint

    

     President and Chief Executive Officer

    

     Irvine, California 

    

April 10, 2026

     Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on Thursday, May 21, 2026 at 2:00 P.M. Pacific Time at www.virtualshareholdermeeting.com/BBNX2026.
The proxy statement and annual report to stockholders are available at https://investors.betabionics.com/financials/sec-filings.

     You are cordially invited to attend the meeting online.  Whether or not you expect to attend the meeting, please vote over the telephone or the internet as instructed in these materials, or, if you receive a paper proxy card by mail, by completing and returning the proxy mailed to you, as promptly as possible in order to ensure your representation at the meeting.  Even if you have voted by proxy, you may still vote online if you attend the meeting.

    

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BETA BIONICS, INC.

11 Hughes

Irvine, California 92618

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 21, 2026

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TABLE OF CONTENTS


	Page
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING	1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	7
PROPOSAL 1: ELECTION OF DIRECTORS	8
Nominees for Election to the Board of Directors	8
Our Board of Directors	8
Class I Director Nominees for Election at the Annual Meeting	8
Class II Directors Continuing in Office Until Our 2027 Annual Meeting	9
Class III Directors Continuing in Office Until Our 2028 Annual Meeting	9
The Board of Directors and Certain Governance Matters	10
Director Nomination Process and Qualifications	10
Nominations by Stockholders	10
Director Independence and Independence Determinations	11
Board Leadership Structure	11
Board’s Role in Risk Oversight	12
Board and Committee Meetings and Attendance	12
Board Committees	12
AUDIT COMMITTEE	13
COMPENSATION COMMITTEE	14
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE	16
Executive Sessions	16
Board’s Oversight of Strategy	16
Cybersecurity and Data Privacy Oversight	17
Stockholder Engagement Program	17
Communications with the Board	17
Code of Business Conduct and Ethics	18
Insider Trading Policy	18
Hedging and Pledging Policy	18
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	19
Principal Accountant Fees and Services	19
Pre-Approval Policies and Procedures	19
Audit Committee Report	20
DELINQUENT SECTION 16(a) REPORTS	21
EXECUTIVE OFFICERS	22
EXECUTIVE AND DIRECTOR COMPENSATION	23
Summary Compensation Table	23
Narrative to Summary Compensation Table	24
Annual Base Salary	24
Annual Performance Bonus Opportunity	24

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Table of Contents

(continued)

Page


Equity-Based Incentive Awards	24
Outstanding Equity Awards at Fiscal Year End	25
Employment Arrangements with Our Named Executive Officers	26
Potential Payments Upon Termination or Change in Control	26
Saint and Feider Employment Agreements	27
Equity Awards	27
Other Compensation and Benefits	28
Incentive Compensation Recoupment Policy	28
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information	28
Non-Employee Director Compensation	29
Non-Employee Director Compensation Policy	30
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	31
Equity Compensation Plan Information	33
2025 Equity Incentive Plan	33
2025 Employee Stock Purchase Plan	37
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	39
Policies and Procedures for Related Person Transactions	39
Certain Related Person Transactions	39
Convertible Preferred Stock Financings	39
Series E Preferred Stock Financing	39
Concurrent Private Placement	40
Investor Agreements	40
Our Relationship with Boston University	40
Device License Agreement	40
Control Algorithm Agreement	41
Indemnification Agreement	41
OTHER INFORMATION FOR STOCKHOLDERS	42
Stockholder Proposals for the 2027 Annual Meeting of Stockholders	42
Householding of Proxy Materials	42
Additional Filings	43
OTHER MATTERS	43

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why did I receive a notice regarding the availability of proxy materials on the internet?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because the Board of Directors (the “Board”) of Beta Bionics, Inc. (sometimes referred to as the “Company”) is soliciting your proxy to vote at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”), including at any adjournments or postponements of the Annual Meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

We intend to first mail the Notice and make this proxy statement and the form of proxy available to stockholders on or about April 10, 2026.

Will I receive any other proxy materials by mail?

We may send you a proxy card, along with a second Notice, on or after April 20, 2026.

How do I attend the Annual Meeting?

This year’s Annual Meeting will be a virtual meeting, which will be conducted entirely online via audio webcast to allow greater participation. You may attend, vote and ask questions at the Annual Meeting by following the instructions provided on the Notice or proxy card to log in to www.virtualshareholdermeeting.com/BBNX2026. If you are a stockholder of record, you will be asked to provide the 16-digit control number from your Notice or proxy card. If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, follow the instructions from your broker or bank.

The audio webcast of the Annual Meeting will begin promptly at 2:00 P.M. Pacific Time. We encourage you to access the Annual Meeting prior to the start time. Online check-in will begin at 1:45 P.M. Pacific Time, and you should allow reasonable time for the check-in procedures.

You are entitled to attend the Annual Meeting if you were a stockholder as of the close of business on March 23, 2026, the record date, or hold a valid proxy for the Annual Meeting. To be admitted to the Annual Meeting, you will need to visit www.virtualshareholdermeeting.com/BBNX2026 and enter the 16-digit control number found next to the label “Control Number” on your Notice or proxy card, or in the email sending you the Proxy Statement. If you are a beneficial stockholder, you should contact the bank, broker or other institution where you hold your account well in advance of the Annual Meeting if you have questions about obtaining your control number/ proxy to vote.

Whether or not you participate in the Annual Meeting, it is important that you vote your shares.

What if I cannot find my control number?

Please note that if you do not have your control number and you are a registered stockholder, you will be able to login as a guest. To view the Annual Meeting webcast visit www.virtualshareholdermeeting.com/BBNX2026 and register as a guest. If you login as a guest, you will not be able to vote your shares or ask questions during the Annual Meeting.

If you are a beneficial owner (that is, you hold your shares in an account at a bank, broker or other holder of record), you will need to contact that bank, broker or other holder of record to obtain your control number prior to the Annual Meeting.

Where can we get technical assistance if we are having trouble accessing the Annual Meeting or during the Annual Meeting?

If you have difficulty accessing the Annual Meeting or during the Annual Meeting, please refer to the technical support telephone number posted on the virtual meeting website login page, where technicians will be available to help you.

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For the Annual Meeting, how do we ask questions of management and the Board?

We plan to spend up to 15 minutes answering appropriate stockholder questions at the conclusion of the Annual Meeting and will include as many stockholder questions that comply with the rules of conduct for the Annual Meeting as the allotted time permits. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. Questions that are not relevant to the proposals to be voted on at the Annual Meeting will not be responded to. Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/BBNX2026.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on March 23, 2026 will be entitled to vote at the Annual Meeting.

Stockholder of Record: Shares Registered in Your Name

If on March 23, 2026 your shares were registered directly in your name with Beta Bionics, Inc.’s transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. As a stockholder of record, you may vote online at the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to fill out and return your vote by proxy over the telephone, vote by proxy through the internet or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on March 23, 2026 your shares were held, not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice should be forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You must follow the instructions provided by your brokerage firm, bank, or other similar organization for your bank, broker or other stockholder of record to vote your shares per your instructions. Alternatively, many brokers and banks provide the means to grant proxies or otherwise instruct them to vote your shares by telephone and via the internet, including by providing you with a 16-digit control number via email or on your Notice or your voting instruction form. If your shares are held in an account with a broker, bank or other stockholder of record providing such a service, you may instruct them to vote your shares by telephone (by calling the number provided in the proxy materials) or over the internet as instructed by your broker, bank or other stockholder of record. If you did not receive a 16-digit control number via email or on your Notice or voting instruction form, and you wish to vote prior to or at the virtual Annual Meeting, you must follow the instructions from your broker, bank or other stockholder of record, including any requirement to obtain a valid legal proxy. Many brokers, banks and other stockholders of record allow a beneficial owner to obtain a valid legal proxy either online or by mail, and we recommend that you contact your broker, bank or other stockholder of record to do so.

What am I voting on?

There are two matters scheduled for a vote:

•

To elect two Class I directors, as nominated by the Board, to hold office until the 2029 Annual Meeting of Stockholders and their successors are duly elected and qualified, or until their earlier death, resignation or removal. (“Proposal 1”); and

•

To ratify the appointment by the Audit Committee of the Board of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. (“Proposal 2”).

What if another matter is properly brought before the Annual Meeting?

The Board does not know of any other matters to be brought before the Annual Meeting. If other matters are presented, the proxy holders have discretionary authority to vote all proxies in accordance with their best judgment. Discretionary authority for them to do so is provided for in the proxy card.

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How do I vote?

For Proposal 1, you may either vote “For” all the nominees to the Board or you may “Withhold” your vote for any nominee to the Board that you specify. For Proposal 2, you may vote “For” or “Against” or abstain from voting.

The procedures for voting are fairly simple:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote at the Annual Meeting or you may vote by proxy over the telephone, through the internet or using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote at the Annual Meeting even if you have already voted by proxy. This is only required if you want to change your original vote, since votes will not be double counted.


By Internet	By Telephone	By Mail	During the Meeting
You may vote your shares from any location in the world at www.proxyvote.com (you will need the control number printed on your Notice or proxy card)	You may vote your shares by calling 1-800-690-6903 and following the instructions on your proxy card.	If you received a proxy card by mail, you may vote by completing, dating and signing the proxy card and promptly mailing it in the postage-paid envelope provided.	To vote at the Annual Meeting, visit www.virtualshareholdermeeting.com/BBNX2026 (you will need the control number printed on your Notice or proxy registration confirmation email)

Internet and telephone voting facilities for stockholders of record will be available for 24 hours a day and will close at 11:59 P.M. Eastern Time (8:59 P.M. Pacific Time) on May 20, 2026.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a Notice containing voting instructions from that organization rather than from the Company. You must follow these instructions for your bank, broker or other stockholder of record to vote your shares per your instructions. Alternatively, many brokers and banks provide the means to grant proxies or otherwise instruct them to vote your shares by telephone and via the internet, including by providing you with a 16-digit control number via email or on your Notice of Availability or your voting instruction form. If your shares are held in an account with a broker, bank or other stockholder of record providing such a service, you may instruct them to vote your shares by telephone (by calling the number provided in the proxy materials) or over the internet as instructed by your broker, bank or other stockholder of record. If you did not receive a 16-digit control number via email or on your Notice of Availability or voting instruction form, and you wish to vote prior to or at the virtual Annual Meeting, you must follow the instructions from your broker, bank or other stockholder of record, including any requirement to obtain your 16-digit control number. Many brokers, banks and other stockholders of record allow a beneficial owner to obtain their 16-digit control number either online or by mail, and we recommend that you contact your broker, bank or other stockholder of record to do so.

     Internet proxy voting will be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions.  However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

    

How many votes do I have?

Each share of common stock you owned as of March 23, 2026 is entitled to one vote.

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If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the internet or online at the Annual Meeting, your shares will not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of all two nominees for director and “For” the ratification of the appointment by the Audit Committee of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. If any other matter is properly presented at the Annual Meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using that individual’s best judgment.

If I am a beneficial owner of shares held in street name and I do not provide my broker or bank with voting instructions, what happens?

If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Brokers, banks and other securities intermediaries may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine,” but not with respect to “non-routine” matters. In this regard, Proposal 1 is considered to be “non-routine,” meaning that your broker may not vote your shares on those proposals in the absence of your voting instructions. Proposal 2 is considered to be a “routine” matter, meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal 2.

If you are a beneficial owner of shares held in street name, and you do not plan to attend the Annual Meeting, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

What are “broker non-votes”?

As discussed above, when a beneficial owner of shares held in street name does not give voting instructions to his or her broker, bank or other securities intermediary holding his or her shares as to how to vote on matters deemed to be “non-routine,” the broker, bank or other such agent cannot vote the shares. When there is at least one “routine” matter that the broker, bank or other securities intermediary votes on, the shares that are un-voted on “non-routine” matters are counted as “broker non-votes.” Proposal 1 is considered to be “non-routine” and we therefore expect broker non-votes to exist in connection with that proposal. Proposal 2 is considered to be a “routine” matter and we therefore expect brokers, banks or other securities intermediaries to vote on that proposal.

As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

Who is paying for this proxy solicitation?

Beta Bionics, Inc. will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by email, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each Notice to ensure that all of your shares are voted.

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Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

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

•

You may submit another properly completed proxy card with a later date.

•

You may grant a subsequent proxy by telephone or through the internet.

•

You may send a timely written notice that you are revoking your proxy to Beta Bionics, Inc.’s Corporate Secretary at 11 Hughes, Irvine, California 92618. Such notice will be considered timely if it is received at the indicated address by the close of business on the business day one week preceding the date of the Annual Meeting.

•

You may attend the Annual Meeting and vote online. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

Your most current proxy card or telephone or internet proxy is the one that is counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or other agent.

What vote is required for adoption or approval of each proposal and how will votes be counted?


Proposal Number	Proposal Description	Vote Required for Approval	Voting Options	Effect of Abstentions	Effect of Broker Non-Votes	Board Recommendation
1	Election of Directors named in this Proxy Statement	“For” votes from a plurality of the votes cast.	FOR or WITHHOLD	No Effect	No Effect	FOR all nominees
2	Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026	“For” votes from a majority of the votes cast.	FOR, AGAINST or ABSTAIN	No Effect	Not applicable	FOR

Who will count the vote?

Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and act as inspectors of election.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the voting power of the outstanding shares entitled to vote at the Annual Meeting are present in person or represented by proxy. On March 23, 2026, there were 44,561,695 shares of common stock, outstanding and entitled to vote.

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Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the chairperson of the Annual Meeting or the holders of a majority of the voting power of the shares present at the Annual Meeting or represented by proxy and entitled to vote may adjourn the Annual Meeting to another date.

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

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expects,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of those terms, and similar expressions that convey uncertainty of future events or outcomes. The forward-looking statements may include statements about our plans and expectations regarding executive compensation and our development plans and business strategy. Such statements are based on management’s current expectations and involve risks and uncertainties, which may cause actual results to differ materially from those set forth in the statements. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. For a nonexclusive list of major factors which could cause the actual results to differ materially from the predicted results in the forward-looking statements, please refer to the “Risk Factors” in Part I. Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and in our subsequent periodic reports on Form 10-Q and Form 8-K.

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PROPOSAL 1: ELECTION OF DIRECTORS

Under our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Amended and Restated Bylaws (the “Bylaws”), the Board is divided into three classes, with only one class of directors being elected in each year and each class, Class I, Class II and Class III, serving a three-year term. Each Class I director has a term that expires at this Annual Meeting, each Class II director has a term that expires at the Company’s 2027 annual meeting of stockholders and each Class III director has a term that expires at the Company’s 2028 annual meeting of stockholders, or in each case until their respective successors are duly elected and qualified, or until their earlier death, resignation, or removal.

There are currently seven members of the Board. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has considered and nominated the two incumbent directors listed below, both of whom have previously been elected by our stockholders, for election to the Board at the Annual Meeting.

We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. In the event that any of these nominees should become unavailable for election due to any presently unforeseen reason, proxies will be voted for a substitute as designated by the Board, or alternatively, the Board may leave a vacancy on the Board or reduce the size of the Board.

Nominees for Election to the Board of Directors

Our Board of Directors

The biographies of each of our nominees for election to the Board as Class I directors, and all other directors are set forth below, including the offices held, other business directorships and the class and term of each director nominee and director. Each of the biographies highlights specific experience, qualifications, attributes, and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our Board possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee.

All of the Company’s incumbent directors have previously been elected by our stockholders, other than Gerard Michel, who was appointed by our Board on March 26, 2025. Mr. Michel was identified as a potential director nominee by the Board.

Class I Director Nominees for Election at the Annual Meeting

Sean Carney | Director Since February 2020 | Age: 57 | Committee Memberships: Audit Committee

Sean Carney has served as a member of our Board since February 2020. Mr. Carney has served as a Partner and Head of Global Investment at Hillhouse Investment, a private equity firm, since February 2017, focusing on global leveraged buyouts and carve-outs. Mr. Carney also serves on the boards of several privately held companies, including Emerald Clinical (formerly George Clinical), a clinical research organization, since June 2023 and Versuni, a global home appliance company, since September 2021. From November 1996 to December 2017, Mr. Carney served as a Managing Director at Warburg Pincus LLC, a private equity firm. He has previously served on numerous public and private company boards, including Bausch + Lomb, an eye health products company, Dexcom, and the Wright Medical Group N.V., a global medical device company. Mr. Carney received his A.B. in Economics from Harvard University and his M.B.A. from Harvard Business School.

Our Board believes that Mr. Carney's extensive directorship experience and his experience working in the private equity industry qualifies him to serve on our Board.

Christy Jones | Director Since January 2025 | Age: 56 | Committee Memberships: Compensation Committee and Nominating and Corporate Governance Committee

Christy Jones has served as a member of our Board since January 2025. Ms. Jones previously served on our Board from April 2021 to August 2023. Ms. Jones has served as Managing Director of Richmond Capital Partners, a private investment company focused on real estate, technology and growth company assets, since March 2017. Ms. Jones previously served on the board of directors of Optiva, Inc., a publicly held cloud-native revenue management software company, from March 2017 to July 2020. She has served on the board of directors of Extend Fertility LLC, a privately held company focused on the cryopreservation of women's eggs since April 2015. Ms. Jones received her B.A. in Economics from Stanford University and her M.B.A. from Harvard Business School.

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Our Board believes that Ms. Jones's extensive entrepreneurial experience bringing new technologies to market qualifies her to serve on our Board.

Class II Directors Continuing in Office Until Our 2027 Annual Meeting

Maria Palasis, Ph.D. | Director | Director Since January 2025 | Age: 61 | Committee Memberships: Audit Committee and Compensation Committee

Maria Palasis, Ph.D. has served as a member of our Board since January 2025. Dr. Palasis previously served on our Board from September 2022 to September 2023 and has served on our Advisory Board since September 2023. Dr. Palasis has served as the President and Chief Executive Officer of Lyra Therapeutics Inc., a publicly traded biotechnology company focused on developing therapies for chronic rhinosinusitis, since December 2014, and as Executive Vice President and Chief Technology Officer from March 2011 to December 2014. Previously, she served as Executive Vice President from September 2008 to March 2011 of Arsenal Medical, Inc., a medical device company, and as President and Chief Executive Officer from December 2014 to June 2018 of both Arsenal Medical, Inc. and its spin out, 480 Biomedical, and in roles of increasing responsibility at Boston Scientific Corporation, a medical device company, from November 1995 to January 2008. She has served on the board of directors of PanTher Therapeutics, Inc., a privately held biotechnology company since September 2020 and of Lyra Therapeutics since January 2015. Previously, she also served on the board of directors of Arsenal Medical, Inc. from 2015 to 2018. Dr. Palasis received her B.S. and Ph.D. in Chemical Engineering from the University of Cincinnati.

Our Board believes that Dr. Palasis's extensive experience in developing medical devices and drug delivery systems qualifies her to serve on our Board.

Sean Saint | President, Chief Executive Officer and Director | Director Since August 2022 | Age: 50 | Committee Memberships: None

Sean Saint has served as our Chief Executive Officer and a member of our Board since August 2022. Mr. Saint co-founded Luna Diabetes, a private company focused on automated insulin delivery for multiple daily injection users and has served as a member of its board of directors from January 2021 to January 2025. From January 2014 to September 2020, Mr. Saint served as Co-Founder and Chief Executive Officer of Companion Medical, Inc., a medical device company in the diabetes industry, leading the development and launch of the company's InPen, a smart insulin pen for diabetes patients, and the acquisition of the company by Medtronic in 2020. He continued to serve as Vice President of Companion Medical at Medtronic through August 2021. From July 2009 to January 2014, Mr. Saint served as Director of Mechanical Engineering and Advanced Technology at Tandem Diabetes Care, a medical device manufacturer, leading the design and implementation of a pumping mechanism for insulin infusion therapy. From August 2007 to February 2009, Mr. Saint served as Co-Founder and Vice President of Research and Development at Alure Medical, a medical developer, leading the hiring efforts of the engineering and regulatory teams, implementing a clinical trial and receiving 510(k) clearance from the FDA for the company's devices. Prior to that, from October 2003 to August 2007, Mr. Saint worked as Engineering Manager at Dexcom, a public company focused on continuous glucose monitoring systems for diabetes management, managing the development of a short-term transcutaneous sensor and an in-hospital IV-based glucose monitor. Mr. Saint received his B.S. in Mechanical Engineering and minor in Computer Science from California Polytechnic State University - San Luis Obispo. Mr. Saint is also a certified Professional Engineer in California.

Our Board believes that Mr. Saint's extensive experience in the diabetes industry qualifies him to serve on our Board.

Class III Directors Continuing in Office Until Our 2028 Annual Meeting

Dan Dearen | Director Since October 2024 | Age: 63 | Committee Memberships: Audit Committee and Nominating and Corporate Governance Committee

Dan Dearen has served as a member of our Board since October 2024. Mr. Dearen previously worked at Axonics, Inc., a publicly traded medical device company, serving as Chief Operating Officer and Chief Financial Officer from October 2013 to August 2018 and as President and Chief Financial Officer from August 2018 to October 2023. Previously, he served as Chief Operating Officer and Chief Financial Officer of Vessix Vascular Inc. from July 2009 to November 2012, Chief Financial Officer of Miraval Holding from December 2004 to November 2008, and Chief Financial Officer of Q3DM, Fairbanks Systems Group, ESI Software, and Medication Delivery Devices from January 1995 to November 2004. Mr. Dearen also serves on the boards of several privately held companies, including Jena Valve Technology, Inc., a developer and manufacturer of transcatheter aortic valve replacement systems, since January 2023. He previously served on the board of directors of Endotronix, Inc., a developer and manufacturer of digital health management solutions for patients suffering from heart failure, from March 2021 until its acquisition by Edwards Lifesciences in August 2024. Mr. Dearen received his B.B.A. in Accounting and Business from Southern Methodist University and his M.B.A. from Boston College.

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Our Board believes that Mr. Dearen's extensive experience working in the medical device and pharmaceutical industries qualifies him to serve on our Board.

Adam Lezack | Chairperson | Director Since December 2023 | Age: 46 | Committee Memberships: Compensation Committee and Nominating and Corporate Governance Committee

Adam Lezack has served as a member of our Board since December 2023 and has been nominated to serve as Chairperson of our board of directors since December 2024. Mr. Lezack is Co-Founder of Fortis Advisors (acquired by PNC Bank in 2018), a shareholder representative services firm specializing in mergers and acquisitions (M&A), and has served as Managing Director since 2011. Following Fortis Advisors' acquisition by PNC Bank, Mr. Lezack led the build-out and commercialization of the PNC M&A Escrow and Payment Solutions business and served as its Managing Director. Prior to founding Fortis Advisors, Mr. Lezack worked as a Corporate Attorney at DLA Piper from May 2008 to August 2011. Mr. Lezack previously served as a member of the board of directors of the San Diego Chapter of the Juvenile Diabetes Research Foundation (now Breakthrough T1D). He received his B.Com degree from the University of Victoria, his J.D. from the University of Manitoba Faculty of Law and his LL.M. from the University of San Diego School of Law.

Our Board believes that Mr. Lezack's entrepreneurial leadership and legal experience qualify him to serve on our Board.

Gerard Michel | Director Since March 2025 | Age: 62 | Committee Memberships: Audit Committee

Gerard Michel has served as a member of our Board since March 2025. Mr. Michel has served as director and Chief Executive Officer at Delcath Systems, Inc., a publicly traded interventional oncology company, since October 2020. From June 2014 to September 2020, he served as Chief Financial Officer at Vericel Corporation, a biopharmaceutical company. Mr. Michel also served as Chief Financial Officer and Vice President, Corporate Development at Biodel, Inc. from November 2007 to May 2014, and Chief Financial Officer and Vice President of Corporate Development at NPS Pharmaceuticals Inc. from August 2002 to November 2007. Previously, Mr. Michel was a Principal at Booz Allen and held a variety of commercial roles at both Lederle Labs and Wyeth Labs. Mr. Michel holds an M.S. in Microbiology from the University of Rochester School of Medicine, an M.B.A. from the Simon School of Business, and a B.S. in both Biology and Geology from the University of Rochester.

Our Board believes that Mr. Michel's extensive experience working in the pharmaceutical and medical technology industries qualifies him to serve on our Board.

The Board of Directors and Certain Governance Matters

Director Nomination Process and Qualifications

We believe that an effective board of directors should be made up of individuals who collectively provide an appropriate balance of diverse occupational and personal backgrounds and perspectives and who have a range of skills and expertise sufficient to provide guidance and oversight with respect to the Company’s strategy and operations. Our Board and our Nominating and Corporate Governance Committee seek individuals with backgrounds and qualities that, when combined with those of our other directors, enhance our Board’s effectiveness and result in the Board having a balance of knowledge, experience, and capability. Our Nominating and Corporate Governance Committee considers candidates who are recommended by its members, by other Board members, by stockholders, and by management, as well as those identified by third-party search firms retained to assist in identifying and evaluating possible candidates.

In assessing potential candidates, our Board and Nominating and Corporate Governance Committee will consider, among other factors, whether the candidate possesses relevant expertise to offer advice and guidance to management, has sufficient time to devote to the affairs of the Company, demonstrates excellence in the candidate’s field; has the ability to exercise sound business judgment and is committed to represent the long-term interests of the Company’s stockholders.

Nominations by Stockholders

Our Nominating and Corporate Governance Committee will evaluate director candidates recommended by stockholders in the same manner in which the Nominating and Corporate Governance Committee evaluates any other director candidate.

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Any recommendation submitted to the Company should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation but must include information that would be required under the “advance notice” provisions of the Bylaws and rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Corporate Secretary c/o Beta Bionics, Inc. at 11 Hughes, Irvine, California 92618. Such director nominations will be presented to the Board for its consideration. Stockholders must also satisfy the notification, timeliness, consent, and information requirements set forth in our Bylaws. These requirements are also described under the section titled “Stockholder Proposals for the 2027 Annual Meeting of Stockholders.”

Director Independence and Independence Determinations

Our Corporate Governance Guidelines provide that our Board will consist of a majority of independent directors in accordance with applicable Nasdaq listing standards. Our Corporate Governance Guidelines define an “independent” director consistent with the Nasdaq definition of independence. Under our Corporate Governance Guidelines and Nasdaq listing standards, a director is not independent unless the Board affirmatively determines that such director does not have a direct or indirect material relationship with the Company or any of its subsidiaries. Members of the Audit Committee and Compensation Committee are subject to the additional independence requirements of applicable SEC rules and Nasdaq listing standards.

Our Nominating and Corporate Governance Committee undertook its annual review of director independence and made a recommendation to our Board regarding director independence. As a result of this review, our Board affirmatively determined that Mr. Carney, Mr. Dearen, Ms. Jones, Mr. Lezack, Mr. Michel and Dr. Palasis are “independent” in accordance with Nasdaq listing standards applicable to boards of directors in general, and Gilad Glick and Lennox Ketner, each of whom left the Board during 2025, were “independent” during the period they served on the Board during 2025. In addition, our Board has affirmatively determined that Mr. Carney, Mr. Dearen, Mr. Michel and Dr. Palasis are “independent” in accordance with the Nasdaq listing standards and SEC rules applicable to boards of directors in general and audit committee members in particular, and that Ms. Jones, Mr. Lezack and Dr. Palasis are “independent” in accordance with the Nasdaq listing standards and SEC rules applicable to boards of directors in general and compensation committee members in particular.

In assessing directors’ independence, our Board took into account certain transactions, relationships, and arrangements involving some of the directors and concluded that such transactions, relationships, and arrangements did not impair the independence of the director.

Board Leadership Structure

Our Board maintains the flexibility to determine whether the roles of Chair of the Board and Chief Executive Officer (“CEO”) should be combined or separated, based on what it believes is in the best interests of the Company at a given point in time. The Board believes that this flexibility is in the best interest of the Company and that a one-size-fits-all approach to corporate governance, with a mandated independent Chair, would not result in better governance or oversight.

At this time, our Board is led by Mr. Lezack, an independent, non-executive Chair. Our Board believes that it is in the best interests of the Company and its stockholders for Mr. Lezack to continue to serve as Chair of the Board. Mr. Lezack possesses significant knowledge and experience in our industry and a deep understanding of our strategic objectives, all of which will continue to benefit the Company during the year ahead. The Company believes that separation of the positions of the Chair and CEO reinforces the independence of the Board in its oversight of the business and affairs of the Company. In addition, the Company believes that having an independent Chair creates an environment that is more conducive to the Board’s objective evaluation and oversight of management’s performance, increasing management accountability, and improving the ability of the Board to monitor whether management’s actions are in the best interests of the Company and its stockholders, including with respect to evaluating whether the steps management is taking to manage risks are appropriate for the Company. Mr. Lezack’s responsibility is to ensure that our Board functions properly and to work with our President and CEO to set the Board’s agenda. Accordingly, he has substantial ability to shape the work of the Board. We expect him to facilitate communications among our directors and between the Board and senior management. While Mr. Lezack provides independent leadership, he also works closely with our CEO to ensure that our directors receive the information that they need to perform their responsibilities, including discussing and providing critical review of the matters that come before the Board and assessing management’s performance. As a result, we believe that such separation can enhance the effectiveness of our Board as a whole. We believe that the leadership structure of our Board is appropriate and enhances its ability to effectively carry out its roles and responsibilities on behalf of our stockholders.

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Board’s Role in Risk Oversight

While senior management has primary responsibility for managing risk, the Board has responsibility for risk oversight with specific risk areas delegated to relevant Board committees who report on their deliberations to the full Board. The specific risk areas of focus for the Board and each of its committees are summarized below.


Full Board	• Oversee the Company’s risk governance framework, including an enterprise-wide culture that supports appropriate risk awareness and the identification, escalation, and appropriate management of risk • Integrity, ethics, and compliance with its Code of Business Conduct and Ethics • General strategic and commercial risks • M&A transactions, including execution and integration, and the M&A competitive landscape • Legal risks such as those arising from litigation, environmental, and intellectual property matters
Audit Committee	• Oversee and coordinate with the Company’s internal and external auditors • Accounting, controls and financial disclosure • Cybersecurity risk, including our information security framework, threat assessment, response readiness and training efforts • Tax and liquidity management
Compensation Committee	• Compensation structure and programs • CEO succession planning • Diversity, equity and inclusion initiatives • Recruitment and retention of talent • Workplace culture • Workplace health, safety and well-being
Nominating and Corporate Governance Committee	• Governance structures and processes • Board organization, independence and structure • Board succession and effectiveness • Oversee the Company’s environmental, social and governance (“ESG”) initiatives

Board and Committee Meetings and Attendance

Our Corporate Governance Guidelines provide that all directors are expected to prepare for, attend and participate in all meetings of the Board and committees on which they serve. During 2025, the Board met four times. The Audit Committee held four meetings, the Compensation Committee held five meetings, and the Nominating and Corporate Governance Committee did not hold any meetings in 2025, although the Nominating and Corporate Governance Committee took action pursuant to a unanimous written consent in 2025. No member of the Board attended fewer than 75% of the aggregate of the total number of meetings of the Board (held during the period for which he or she was a director) and the total number of meetings held by all committees of the Board on which such director served (held during the period that such director served).

Our Corporate Governance Guidelines provide that directors are expected to attend meetings of stockholders.

Board Committees

Our Board has established three standing committees—the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee—each of which operates under a charter that has been approved by our Board. Current copies of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee charters are posted under the section titled “Leadership & Governance – Documents & Charters” of our website located at investors.betabionics.com.

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AUDIT COMMITTEE

     Primary Responsibilities

     Current Committee Members

     We have adopted a committee charter that details the primary responsibilities of the Audit Committee, including:
•evaluating the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors;
•reviewing and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services;
•monitoring the rotation of partners of our independent auditors on our engagement team as required by law;
•prior to engagement of any independent auditor, and at least annually thereafter, reviewing relationships that may reasonably be thought to bear on their independence, and assessing and otherwise taking the appropriate action to oversee the independence of our independent auditor;
•reviewing our annual and quarterly financial statements and reports, including the disclosures contained under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and discussing the statements and reports with our independent auditors and management;
•reviewing, with our independent auditors and management, significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy and effectiveness of our financial controls;
•reviewing with management and our independent auditors any earnings announcements and other public announcements regarding material developments;
•establishing procedures for the receipt, retention and treatment of complaints received by us regarding financial controls, accounting or auditing matters and other matters;
•preparing the report that the SEC requires in our annual proxy statement;
•reviewing and providing oversight of any related-person transactions in accordance with our related-person transaction policy and reviewing and monitoring compliance with legal and regulatory responsibilities, including our Code of Business Conduct and Ethics;
•reviewing our major financial, information security and cybersecurity risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management are implemented;
•reviewing and making recommendations to the full Board regarding directors and officers indemnification and insurance matters;
•reviewing on a periodic basis our investment policy and related-person transactions policy; and
•reviewing and evaluating on an annual basis the performance of the Audit Committee and the Audit Committee charter.
 

     Dan Dearen (Chair)
Sean Carney
Gerard Michel
Maria Palasis, Ph.D.

    

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     Primary Responsibilities

     Current Committee Members

     Financial Expertise and Independence
All members of the Audit Committee are “independent” in accordance with the Nasdaq listing standards and SEC rules applicable to boards of directors in general and audit committee members in particular. The Board has determined that Mr. Dearen qualifies as an “audit committee financial expert” as defined by the applicable SEC rules and that each member of the Audit Committee is “financially sophisticated”.
Report
The Report of the Audit Committee is included elsewhere in this proxy statement.

COMPENSATION COMMITTEE

     Primary Responsibilities

     Current Committee Members

     We have adopted a committee charter that details the primary responsibilities of the Compensation Committee, including:
•reviewing, modifying and approving (or if it deems appropriate, making recommendations to the full Board regarding) our overall compensation strategy and policies;
•reviewing and approving or, in the case of our chief executive officer’s compensation, making recommendations to the full Board regarding the compensation and other terms of employment of our executive officers;
•reviewing and approving (or if it deems it appropriate, making recommendations to the full Board regarding) performance goals and objectives relevant to the compensation of our executive officers and assessing their performance against these goals and objectives;
•reviewing and approving (or if it deems it appropriate, making recommendations to the full Board regarding) the equity incentive plans, compensation plans and similar programs advisable for us, as well as modifying, amending or terminating existing plans and programs;
•evaluating risks associated with our compensation policies and practices and assessing whether risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us;
•overseeing workplace diversity initiatives and progress;
•modifying and overseeing the compensation clawback or similar policies;
•reviewing and making recommendations to the full Board regarding the type and amount of compensation to be paid or awarded to our non-employee board members;
•establishing policies with respect to votes by our stockholders to approve executive compensation as required by Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and determining our recommendations regarding the frequency of advisory votes on executive compensation, to the extent required by law;

     Adam Lezack (Chair)
Christy Jones
Maria Palasis, Ph.D.

    

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     Primary Responsibilities

     Current Committee Members

     •reviewing and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Exchange Act;
•administering our equity incentive plans;
•establishing policies with respect to equity compensation arrangements;
•overseeing our overall compensation practices and objectives and assessing whether such practices establish appropriate incentives in light of our specific business objectives;
•considering questions of possible conflicts of interest of directors as such questions arise;
•reviewing and making recommendations to the full Board regarding the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers;
•reviewing with management and approving our disclosures under the caption “Compensation Discussion and Analysis” in our periodic reports or proxy statements to be filed with the SEC, to the extent such caption is included in any such report or proxy statement;
•reviewing with management and making recommendations to the full Board regarding the plans for succession of our chief executive officer and other key executives;
•when required, prepare the compensation committee report as required by the SEC to be included in our annual proxy statement; and
•reviewing and assessing on an annual basis the performance of the Compensation Committee and the Compensation Committee charter.
Independence
All members of the Compensation Committee are “independent” in accordance with the Nasdaq listing standards and SEC rules applicable to boards of directors in general and compensation committees in particular. In addition, all members of the Compensation Committee qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act.
Delegation Authority
The Compensation Committee may form and delegate authority to subcommittees for any purpose that the Compensation Committee deems appropriate, including (a) a subcommittee consisting of a single member, and (b) a subcommittee consisting of at least two members, each of whom qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. Role of Executive Officers and Compensation Consultant
A discussion of the role of our executive officers and compensation consultant in determining executive compensation is included elsewhere in this proxy statement.

      

    

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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

     Primary Responsibilities

     Current Committee Members

     We have adopted a committee charter that details the primary responsibilities of the Nominating and Corporate Governance Committee, including:
•identifying, reviewing and evaluating candidates to serve on our Board consistent with criteria approved by our Board;
•determining the qualifications for service on our Board;
•evaluating director performance on the Board and applicable committees of the Board and determining whether continued service on our Board is appropriate;
•evaluating, nominating and recommending individuals for membership on our Board;
•evaluating nominations by stockholders of candidates for election to our Board;
•considering and assessing the independence of members of our Board;
•developing a set of corporate governance policies and principles, periodically reviewing and assessing these policies and principles and their application and recommending to our Board any changes to such policies and principles;
•overseeing our ESG strategies, targets, policies, performance and reporting; and
•reviewing and assessing on an annual basis the performance of the Nominating and Corporate Governance Committee and the Nominating and Corporate Governance Committee charter.
Independence
All members of the Nominating and Corporate Governance Committee are “independent” in accordance with Nasdaq listing standards.

     Christy Jones (Chair)
Dan Dearen
Adam Lezack

    

Executive Sessions

Executive sessions, which are meetings at which only independent directors are present, are regularly scheduled throughout the year, typically at the time of each regular Board meeting and as frequently as such independent directors deem appropriate. A director designated at each executive session by the non-management or independent directors, as applicable, presides at the executive sessions. If a lead independent director is elected, such person will preside at executive sessions.

Board’s Oversight of Strategy

Our Board is deeply engaged and involved in overseeing our long-range strategy, including evaluating key market opportunities, customer and supplier trends, and competitive developments. Our Board’s oversight of risk is another integral component of the Board’s oversight and engagement on strategic matters. Strategy-related matters are regularly discussed at board meetings and, when relevant, at committee meetings. We also dedicate at least one board meeting every year to an even more intensive review and discussion of our strategic plan. Matters of strategy also inform committee-level discussions of many issues, including enterprise risk. Engagement of the Board on these issues and other matters of strategic importance continues in between meetings, including through updates to the Board on significant items and discussions between the CEO and our Chair of the Board on a periodic basis. Each director is expected to and does bring to bear their own talents, insights, and experiences to these strategy discussions.

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Cybersecurity and Data Privacy Oversight

Our Board addresses our cybersecurity risk management as part of its general oversight function. The Audit Committee is responsible for overseeing our cybersecurity risk management processes, including oversight and mitigation of risks from cybersecurity threats.

Our cybersecurity management processes are implemented and maintained by our Information Security Team, in consultation with members of our cybersecurity incident management team. Our cybersecurity incident management team is led by our Head of Information Technology and includes our Chief Financial Officer, Vice President of Legal and Business Development, and relevant business departments (the “Incident Management Team”). Our Head of Technology brings extensive experience in software development, IT, and cyber security, gained in over two decades in the consumer product and healthcare sectors.

As the leader of our Information Security Team, our Head of Information Technology is responsible for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into our overall risk management strategy, communicating key priorities to relevant personnel, requesting and allocating budgets, helping prepare for cybersecurity incidents, approving cybersecurity processes, and reviewing security assessments and other security-related reports.

Our cybersecurity incident response policies and procedures are designed to escalate certain cybersecurity incidents to members of management who are part of the Incident Management Team. The Incident Management Team works to help mitigate and remediate cybersecurity incidents of which they are notified. In addition, the cybersecurity incident response policy and security incident handling procedure include escalating certain cybersecurity incidents to our disclosure committee and, if appropriate, to the Audit Committee.

The Audit Committee meets periodically, and receives regular reports from our Head of Information Technology and, as appropriate, other members of the Information Security Team concerning any significant cybersecurity threats and risk and the processes we have implemented to address them. The Audit Committee also receives various reports, summaries or presentations related to cybersecurity threats, risk and mitigation, generally. The Head of Information Technology also provides regular reports to our Board of significant matters related to the Audit Committee's responsibilities.

Stockholder Engagement Program

We regularly interact with our stockholders through our stockholder engagement program that reaches current stockholders, market participants and potential investors in a variety of forums including quarterly earnings discussions, investor conferences and investor meetings. Topics included financial and operating performance, corporate strategy, executive compensation, corporate governance and risk oversight. Members of our investor relations team and senior management participated in each discussion, with certain engagements including a member of our Board.

Feedback from investors is gathered during stockholder engagements and regularly reviewed by our management team and Board. This feedback serves as a critical input into our corporate decision-making processes.

Communications with the Board

Our Board welcomes input and suggestions from all interested parties, including stockholders. Anyone may communicate with a member or members of our Board, including the Chair of the Board, Chair of the Audit, Compensation, or Nominating and Corporate Governance Committees, or to the non-management or independent directors, by sending a written communication to the attention of the Company’s Corporate Secretary by mail at 11 Hughes, Irvine, California 92618. Each communication must set forth: (i) the name and address of the stockholder on whose behalf the communication is sent; and (ii) the number and class of shares of the Company that are owned beneficially by such stockholder as of the date of the communication.

Communications addressed to the Board or to a Board member are distributed to the Board or to any individual director or directors as appropriate. Any such communication is promptly distributed to the director or directors named therein unless such communication is considered, either presumptively or in the reasonable judgment of the Company’s Corporate Secretary, to be improper for submission to the intended recipient or recipients. Examples of communications that would presumptively be deemed improper for submission include, without limitation, solicitations, communications that raise grievances that are personal to the sender, communications that relate to the pricing of the Company’s products or services, communications that do not relate directly or indirectly to the Company and communications that are frivolous in nature.

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Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics, which is applicable to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions. The Code of Business Conduct and Ethics provides a framework for sound ethical business decisions and sets forth our expectations on a number of topics, including conflicts of interest, compliance with laws, use of our assets and business ethics. Our Code of Business Conduct and Ethics is posted under the section titled “Leadership & Governance – Documents & Charters” of our website located at investors.betabionics.com. If the Company ever were to amend or waive any provision of its Code of Business Conduct and Ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, the Company intends to satisfy its disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on its website set forth above rather than by filing a Current Report on Form 8-K. In the case of a waiver for an executive officer or a director, the disclosure required under applicable Nasdaq listing standards also will be made available on our website.

Insider Trading Policy

We have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of the Company’s securities by employees, directors and designated consultants that is designed to promote compliance with insider trading laws, rules and regulations, as well as procedures designed to further the foregoing purposes. A copy of our Insider Trading Policy is filed as an exhibit to our Annual Report on Form 10-K for our fiscal year ended December 31, 2025. In addition, it is the Company’s intent to comply with applicable laws and regulations relating to insider trading.

Hedging and Pledging Policy

Our Insider Trading Policy prohibits employees, directors and designated consultants from engaging in derivatives securities or hedging transactions, including prepaid variable forward contracts, equity swaps, collars and exchange funds, or otherwise engage in transactions that hedge or offset, or are designed to hedge or offset any decrease in the market value of our securities and the risks associated with holding our common stock. Our Insider Trading Policy also prohibits trading in publicly-traded options, such as puts and calls, and other derivative securities with respect to our securities (other than stock options and other compensatory equity awards issued by us), as well holding our common stock in margin accounts. Additionally, our Insider Trading Policy prohibits pledging securities as collateral for a loan without prior approval from our Board and pre-clearance from the Trading Compliance Officer.

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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the annual meeting and recommended that stockholders ratify such selection. Ernst & Young LLP has audited our financial statements since 2023. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our Bylaws nor other governing documents or law require stockholder ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of us and our stockholders.

Principal Accountant Fees and Services

The following table represents aggregate fees billed to Beta Bionics, Inc. for the fiscal years ended 2025 and 2024 by Ernst & Young LLP, our principal accountant.


	Fiscal Year Ended
	2025		2024
Audit Fees(1)	$	677,399	$	1,820,082
Audit-Related Fees(2)		—		—
Tax Fees(3)		71,269		60,564
All Other Fees(4)		—		—
Total Fees	$	748,668	$	1,880,646

(1)

“Audit Fees” consist of fees in connection with the audit of our annual consolidated financial statements, including the audited financial statements as well as other financial statements presented in our Registration Statement on Form S-1 filed with the SEC in connection with our initial public offering, the audited financial statements presented in our Annual Report on Form 10-K, and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years. Included in the fiscal year 2024 Audit Fees are fees billed in connection with our initial public offering.

(2)

“Audit-Related Fees” consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” There were no audit-related fees incurred in fiscal years ending December 31, 2025 or December 31, 2024.

(3)

“Tax Fees” consist of fees for professional services rendered by Ernst & Young LLP for tax compliance, advice and planning.

(4)

“All Other Fees” consist of fees for services rendered other than the services reported in Audit Fees, Audit-Related fees, and Tax Fees. There were no such fees incurred in fiscal years ending December 31, 2025 or December 31, 2024.

All fees incurred subsequent to our initial public offering in January 2025 were pre-approved by our Audit Committee.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm, Ernst & Young LLP. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

The Audit Committee has determined that the rendering of services other than audit services by Ernst & Young LLP is compatible with maintaining the principal accountant’s independence.

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Audit Committee Report

The Audit Committee consists solely of independent directors, as required by and in compliance with SEC rules and regulations and the Nasdaq listing standards. The Audit Committee operates pursuant to a written charter adopted by the Board.

The Audit Committee is responsible for assisting the Board in its oversight responsibilities related to accounting policies, internal controls, financial reporting, and legal and regulatory compliance. Management of the Company has the primary responsibility for the Company’s financial reporting processes, proper application of accounting principles, and internal controls as well as the preparation of its financial statements. The Company’s independent registered public accounting firm is responsible for performing an audit of the Company’s financial statements and expressing an opinion as to the conformity of such financial statements with accounting principles generally accepted in the United States (“U.S. GAAP”).

The Audit Committee has reviewed and discussed the Company’s audited financial statements as of and for the year ended December 31, 2025, with management and the independent registered public accounting firm. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm its independence.

Based on the review and discussions described above, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2025, for filing with the SEC.

THE AUDIT COMMITTEE

Dan Dearen (Chair)

Sean Carney

Gerard Michel

Maria Palasis, Ph.D.

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DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires executive officers, directors and persons who beneficially own more than 10% of a company’s common stock to file initial reports of ownership and reports of changes in ownership with the SEC.

Based solely on our review of electronic filings with the SEC of such reports and written representations from our executive officers and directors that no Form 5 is required, we believe that our executive officers and directors complied with all Section 16(a) filing requirements during 2025, except that one report covering two transactions was filed late by Mark Hopman, one report covering one transaction was filed late by Adam Lezack, one report covering one transaction was filed late by Maria Palasis, Ph.D., and one report covering one transaction was filed late by Steven Russell, M.D., Ph.D.

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EXECUTIVE OFFICERS

The following table sets forth certain information with respect to our executive officers as of March 31, 2026.


Name	Age	Position(s)
Sean Saint	50	President, Chief Executive Officer and Director
Stephen Feider	37	Chief Financial Officer
Mike Mensinger	48	Chief Product Officer
Steven Russell, M.D., Ph.D.	58	Chief Medical Officer
Mark Hopman	48	Chief Commercial Officer

Sean Saint. Biographical information for Sean Saint is included above with the director biographies under the caption “Class II Directors Continuing in Office Until Our 2027 Annual Meeting”.

Stephen Feider has served as our Chief Financial Officer since August 2022. Previously, Mr. Feider worked at Medtronic, serving as Diabetes Finance Director from September 2020 to August 2022, and at Companion Medical (acquired by Medtronic), serving as Vice President of Finance from April 2019 to September 2020. Prior to joining Medtronic, Mr. Feider served as Corporate Controller at Marathon Health, a provider of employer population health solutions, from January 2014 to April 2019. From August 2012 to December 2013, Mr. Feider worked as a Certified Public Accountant at PricewaterhouseCoopers LLP. Mr. Feider received his B.A. and Master’s degree in Accountancy from Butler University.

Mike Mensinger has served as our Chief Product Officer since August 2023. Previously, Mr. Mensinger co-founded Companion Medical, Inc. (acquired by Medtronic) and served as Chief Technology Officer from April 2017 to August 2023 and as Vice President, Research and Development from September 2020 to July 2023, where he led the research and development of the company’s InPen, a smart insulin pen for diabetes patients. Prior to co-founding Companion Medical, Inc., Mr. Mensinger worked at Dexcom, holding various roles of increasing responsibility, including Engineering Manager from December 2003 to October 2011, Program Manager from September 2011 to March 2012, Senior Mobile and PC Software Development Manager from January 2012 to March 2014 and Director of Software Engineering from March 2014 to April 2017. Mr. Mensinger received his B.S. in Computer and Software Engineering from the University of Delaware.

Steven Russell, M.D., Ph.D. has served as our Chief Medical Officer since November 2022. Dr. Russell has served as Associate Professor of Medicine at Harvard Medical School since December 2017 and previously served as Assistant Professor of Medicine from April 2012 to November 2017. His research focuses on the development and testing of technologies to improve diabetes management. Dr. Russell has also served as Attending Physician at the Massachusetts General Hospital, focusing on managing diabetes in outpatient and inpatient settings, since July 2006. Dr. Russell was the principal clinical investigator of a collaboration between Massachusetts General Hospital and Boston University to develop a wearable automated blood glucose control system for diabetes patients. Dr. Russell received his B.S. in Biochemistry from Trinity University and his M.D. and Ph.D. in Biological Chemistry from the University of Texas Southwestern Medical School. He completed both his residency in internal medicine and fellowship in endocrinology, diabetes and metabolism at the Massachusetts General Hospital and his postdoctoral fellowship studying insulin and aging at the Joslin Diabetes Center.

Mark Hopman has served as our Chief Commercial Officer since September 2024. Previously, Mr. Hopman served as our Senior Vice President, Market Access, from March 2023 to September 2024. Prior to that, Mr. Hopman served as Vice President, Market Access, at Pear Therapeutics, a prescription digital therapeutics company, from July 2021 to March 2023. Prior to Pear Therapeutics, Mr. Hopman worked at Dexcom, holding various roles of increasing responsibility, including Director, Retail Distribution from June 2014 to July 2016, Director, Trade from August 2016 to July 2017 and Senior Director, Trade from August 2017 to June 2021. Mr. Hopman received his B.S. in Pharmacy from The Ohio State University College of Pharmacy and M.B.A. from Xavier University Williams College of Business.

Each executive officer serves at the discretion of our Board and holds office until the executive officer’s successor is duly elected and qualified or until the executive officer’s earlier resignation or removal.

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EXECUTIVE AND DIRECTOR COMPENSATION

The following tables and accompanying narrative disclosure set forth information about the compensation provided to our named executive officers during the years ended December 31, 2025 and 2024. These executive officers, who include the individual who served as our principal executive officer in 2025 and the two most highly compensated executive officers (other than our principal executive officer) who were serving as executive officers at the end of the fiscal year ended December 31, 2025 were:

•

Sean Saint, President and Chief Executive Officer;

•

Stephen Feider, Chief Financial Officer; and

•

Mike Mensinger, Chief Product Officer.

We refer to these individuals as our named executive officers (the “Named Executive Officers”).

Summary Compensation Table

The following table shows for the fiscal years ended December 31, 2025 and 2024 compensation awarded to or paid to, or earned by, the Named Executive Officers.


Name and Principal Position	Year	Salary ($)		Stock Awards ($)(1)		Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)(4)		Total ($)
Sean Saint, President and Chief Executive Officer	2025		700,000		1,584,360		8,981,357		894,600		31,000		12,191,317
	2024		491,667		—		—		371,000		23,000		885,667
Stephen Feider, Chief Financial Officer	2025		475,000		689,490		3,676,312		333,878		23,500		5,198,180
	2024		358,333		—		—		278,250		23,000		659,583
Mike Mensinger, Chief Product Officer(5)	2025		450,000		513,450		2,341,193		316,305		23,251		3,644,200

(1)

Amounts represent the aggregate grant date fair value of restricted stock unit awards granted to the Named Executive Officers during 2025, computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in the notes of our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the Named Executive Officers.

(2)

Amounts represent the aggregate grant date fair value of stock option awards granted to the Named Executive Officers during 2025, computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in the notes of our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the Named Executive Officers.

(3)

The amounts disclosed for 2025 represent annual performance bonuses earned in 2025 and paid in 2026. For additional information, please see the subsection titled “—Annual Performance Bonus Opportunity.”

(4)

The amounts disclosed for 2025 represent company 401(k) matching contributions. For additional information, please see the subsection titled “—401(k) Plan.”

(5)

Mr. Mensinger was not a Named Executive Officer in 2024 and thus, his 2024 compensation is not reported in this table.

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Narrative to Summary Compensation Table

Annual Base Salary

Each of our Named Executive Officers receives a base salary to compensate them for services rendered to us, which is intended to serve as a fixed component of compensation reflecting the executive’s skill set, experience, role, and responsibilities. Base salaries are generally determined and approved by our Board or Compensation Committee in connection with a Named Executive Officer’s commencement of employment and may be adjusted from time to time thereafter as the Board and/or Compensation Committee determines appropriate. The 2024 and 2025 annual base salary rates for our Named Executive Officers are set forth in the table below.


Name	2024 Base Salary (Effective March 1, 2024) ($)		2025 Base Salary (Effective January 1, 2025) ($)
Sean Saint		500,000		700,000
Stephen Feider		375,000		475,000
Mike Mensinger		370,800		450,000

Annual Performance Bonus Opportunity

In addition to base salaries, our Named Executive Officers are eligible to receive annual performance-based cash bonuses, which are designed to provide appropriate incentives to our executives to achieve defined annual corporate goals and to reward our executives for individual achievement towards these goals. The annual performance-based bonus each Named Executive Officer is eligible to receive is generally based on the extent to which we achieve the corporate goals that our Board establishes each year. At the end of the year, our Board reviews our performance against each corporate goal and determines the extent to which each such goal was achieved. In determining annual bonus payouts, our Board also generally considers each Named Executive Officer’s individual contributions toward reaching our annual corporate goals. For 2025, Mr. Saint’s target bonus was 100% of his then-current base salary, and Mr. Feider and Mr. Mensinger’s target bonuses were each 55% of their then-current base salaries. Bonuses could be earned based on the achievement of certain financial, corporate and clinical objectives set by our Board for 2025. In February 2026, our Board evaluated our performance against such goals and approved 2025 annual performance bonuses for each of our Named Executive Officers. This resulted in the payment of 2025 annual performance bonuses of $894,600 to Mr. Saint, $333,878 to Mr. Feider and $316,305 to Mr. Mensinger, as reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above.

Equity-Based Incentive Awards

Our equity-based incentive awards are designed to align our interests and those of our stockholders with those of our employees, including our executive officers. Our Board or an authorized committee thereof is responsible for approving equity grants.

Prior to our initial public offering, we granted stock options pursuant to our 2016 Plan to certain of our executives. Following our initial public offering, we have granted equity awards under the terms of our 2025 Plan. The terms of our equity plans are described in the section titled “Equity Compensation Plan Information.” Each of our Named Executive Officers currently holds outstanding options to purchase shares of our common stock and restricted stock units (“RSUs”) that were granted under our equity incentive plans, as set forth below in the Outstanding Equity Awards at Fiscal Year-End table.

In December 2024, our Board approved the following stock option grants to each of our Named Executive Officers, which were granted in January 2025 under our 2025 Plan, contingent and effective upon the execution of the underwriting agreement by and among us and the underwriters managing the initial public offering of our common stock (“Effective Time”), subject to the continued service of our Named Executive Officers through the Effective Time: 467,944 shares to Mr. Saint, 186,203 shares to Mr. Feider and 110,278 shares to Mr. Mensinger. The stock options have an exercise price per share of $17.00, which was the initial price to the public of a share of our common stock in our initial public offering. The stock options vest in a series of 48 successive equal monthly installments measured from the Effective Time, subject to the Named Executive Officer’s continuous service with us as of each such vesting date.

In February 2025, our Board granted stock options under the 2025 Plan to Messrs. Saint, Feider and Mensinger exercisable for 163,000, 71,000 and 52,000 shares of our common stock, respectively. The stock options have an exercise price per share of $19.91, which was the closing price of our common stock as reported on Nasdaq on the date of grant. The stock options vest in 36

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equal monthly installments measured from the vesting commencement date, subject to the Named Executive Officer’s continuous service with us through each such vesting date.

In February 2025, our Board also approved grants of RSUs under the 2025 Plan to Messrs. Saint, Feider and Mensinger in respect of 108,000, 47,000 and 35,000 shares of our common stock, respectively, which were granted in March 2025. The RSU awards vest in 12 equal quarterly installments measured from March 1, 2025, in each case, subject to the Named Executive Officer’s continuous service with us through each applicable vesting date.

In October 2025, our Compensation Committee amended certain options held by Messrs. Saint and Feider granted under the 2016 Plan and the 2025 Plan to extend the post-termination exercise period of such options following a termination of the optionholder’s employment by us without cause, by the optionholder for good reason, or due to the optionholder’s death or disability, to 24 months and 12 months, respectively, following the termination date, and in each case, subject to earlier expiration in accordance with the applicable plan. Messrs. Saint and Feider’s outstanding options granted under the 2016 Plan were also amended to apply the “best-after-tax” golden parachute treatment provided for in 2025 Plan to such options.

Outstanding Equity Awards at Fiscal Year End

The following table presents information regarding outstanding equity awards held by our Named Executive Officers as of December 31, 2025.

      
     Option Awards(1)

     Stock Awards(1)

     Name

     Grant Date

     Vesting
Commencement
Date

     Number of Securities
Underlying
Unexercised
Options
Exercisable
(#)

     Number of
Securities
Underlying
Unexercised
Options
Unexercisable (#)

     Option
Exercise
Price
($/Sh)

     Option
Expiration
Date

     Number of
shares or
units of
stock that
have not
vested
(#)

     Market
value of
shares of
units of
stock that
have not
vested
($)(2)

Sean Saint

3/15/2025

(3)

3/1/2025

81,000

2,468,070

2/27/2025

(4)

2/27/2025

40,750

122,250

19.91

2/27/2035

1/30/2025

(5)

1/30/2025

97,480

370,464

17.00

1/29/2035

9/14/2023

(6)

8/15/2022

411,832

SEC Form DEF 14A filed by Beta Bionics Inc.