SCHEDULE 14A

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

MEETING AGENDA

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


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

      Bionano Genomics, 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.

BIONANO GENOMICS, INC.

9540 Towne Centre Drive, Suite 100

San Diego, CA 92121

To Be Held on Thursday, May 14, 2026

Dear Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Bionano Genomics, Inc., a Delaware corporation (the “Company”), to be held on Thursday, May 14, 2026, at 10:00 a.m. Pacific Time. The Annual Meeting will be held in a virtual meeting format only, via live audio webcast. You will be able to attend and participate in the Annual Meeting online by visiting www.proxydocs.com/BNGO, where you will be able to listen to the meeting live, submit questions and vote. You will need to have the control number included in the Notice of Internet Availability of Proxy Materials, on your voting instruction form, on your proxy card or on the instructions that accompanied your proxy materials to join the virtual Annual Meeting. As always, we encourage you to vote your shares prior to the Annual Meeting.

You are being asked to vote on the following matters:

To elect the two nominees named in the accompanying proxy statement as Class II directors, each to hold office until the 2029 Annual Meeting of Stockholders or until a successor is duly elected and qualified or until the director’s earlier death, resignation or removal. We refer to this proposal as the “Director Election Proposal” or “Proposal 1.”

To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the accompanying proxy statement. We refer to this proposal as the “Say-On-Pay Proposal” or “Proposal 2.”

To ratify the selection of BDO USA, P.C. by the Audit Committee of the Board of Directors of the Company to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. We refer to this proposal as the “Auditor Ratification Proposal” or “Proposal 3.”

To conduct any other business properly brought before the Annual Meeting or any adjournment of the Annual Meeting.

These items of business are more fully described in the Proxy Statement accompanying this notice.

The Annual Meeting will be held virtually though a live audio webcast. To participate, vote or submit questions during the Annual Meeting, please visit www.proxydocs.com/BNGO. You will not be able to attend the Annual Meeting in person.

The record date for the Annual Meeting is March 19, 2026. Stockholders of record must have the control number included in your Notice of Internet Availability of Proxy Materials or on your proxy card if you receive the proxy materials by mail. If your shares are held in street name and your voting instruction form or Notice of Internet Availability of Proxy Materials indicates that you may vote those shares through the http://www.proxypush.com/BNGO website, then you may access, participate in, and vote at the Annual Meeting with the control number indicated on that voting instruction form or Notice of Internet Availability of Proxy Materials. Otherwise, stockholders who hold their shares in street name should contact their bank, broker, or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to participate in or vote at the Annual Meeting.

      Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on Thursday, May 14, 2026 at 10:00 a.m. Pacific Time via live audio webcast at www.proxydocs.com/BNGO.
The proxy statement and annual report to stockholders are available at www.proxydocs.com/BNGO.


			By Order of the Board of Directors

			/s/ Jonathan Dixon
			Jonathan Dixon Secretary

San Diego, California

April 2, 2026

      You are cordially invited to attend the virtual Annual Meeting. Whether or not you expect to attend the Annual Meeting, PLEASE VOTE YOUR SHARES. As an alternative to voting online at the Annual Meeting, you may vote via the Internet, by telephone or, if you receive a paper proxy card, by mailing the completed proxy card. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card. 
Even if you have voted by proxy, you may still vote online at the Annual Meeting.

BIONANO GENOMICS, INC.

9540 Towne Centre Drive, Suite 100

San Diego, CA 92121

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Thursday, May 14, 2026

Our Board of Directors (the “Board of Directors” or the “Board”) is soliciting your proxy to vote at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Bionano Genomics, Inc., a Delaware corporation (sometimes referred to as “we,” “us,” the “Company” or “Bionano”) to be held virtually, via live audio webcast at www.proxydocs.com/BNGO, on Thursday, May 14, 2026, at 10:00 a.m. Pacific Time, and any one or more adjournments or postponements thereof. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

For the Annual Meeting, we have elected to furnish our proxy materials, including this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”), to our stockholders primarily via the Internet. On or about Thursday, April 2, 2026, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) that contains notice of the Annual Meeting and instructions on how to access our proxy materials on the Internet, how to vote at the Annual Meeting and how to request printed copies of the proxy materials.

Stockholders of record at the close of business on Thursday, March 19, 2026 (the “Record Date”) will be entitled to vote at the Annual Meeting. On the Record Date, there were 11,091,615 shares of common stock outstanding. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by stockholders for any purpose germane to the Annual Meeting for ten days before the Annual Meeting during normal business hours at our address above.

The Annual Report, which contains consolidated financial statements as of and for the fiscal year ended December 31, 2025, accompanies this proxy statement. You also may obtain a copy of the Annual Report that was filed with the Securities and Exchange Commission (the “SEC”), without charge, by writing to our Secretary at 9540 Towne Centre Drive, Suite 100, San Diego, CA 92121, Attention: Secretary.

Board
Recommendation

Proposal 1: Election of the two nominees named herein as Class II directors, each to hold office until the 2029 Annual Meeting of Stockholders or until a successor is duly elected and qualified or until the director’s earlier death, resignation or removal (the “Director Election Proposal”).

For each director nominee

Proposal 2: Approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed herein (the “Say-on-Pay Proposal”).

Proposal 3: Ratification of the selection of BDO USA, P.C. by the Audit Committee of the Board of Directors to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Auditor Ratification Proposal”).

Table of Contents


SCHEDULE 14A
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS	1
MEETING AGENDA	3
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING	6
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	12
PROPOSAL 1: ELECTION OF DIRECTORS	12
NOMINEES	12
CLASS II DIRECTOR NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2029 ANNUAL MEETING	13
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING	14
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING	15
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	16
DIRECTOR NOMINATION PROCESS AND QUALIFICATIONS	16
INDEPENDENCE OF THE BOARD OF DIRECTORS	16
BOARD DIVERSITY	17
BOARD LEADERSHIP STRUCTURE	17
CHIEF EXECUTIVE OFFICER SUCCESSION AND BOARD REFRESHMENT	17
ROLE OF THE BOARD IN RISK OVERSIGHT	18
MEETINGS OF THE BOARD OF DIRECTORS	18
INFORMATION REGARDING COMMITTEES OF THE BOARD OF DIRECTORS	18
Audit Committee	19
Report of the Audit Committee of the Board of Directors	20
Compensation Committee	20
Nominating and Corporate Governance Committee	22
Science and Technology Committee	23
BOARD AND COMMITTEE SELF-ASSESSMENTS	24
BOARD’S OVERSIGHT OF STRATEGY	24
CYBERSECURITY AND DATA PRIVACY OVERSIGHT	24
MANAGEMENT AND BOARD ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) OVERSIGHT	24
STOCKHOLDER ENGAGEMENT AND COMMUNICATIONS WITH THE BOARD	24
COMMUNICATIONS WITH THE BOARD	25
CODE OF BUSINESS CONDUCT AND ETHICS	25
INSIDER TRADING POLICY	25
HEDGING AND PLEDGING POLICY	25
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION	26
PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	27
PRINCIPAL ACCOUNTANT FEES AND SERVICES	27
PRE-APPROVAL POLICIES AND PROCEDURES	27


EXECUTIVE OFFICERS	28
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS	28
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	29
EXECUTIVE AND DIRECTOR COMPENSATION	31
EXECUTIVE COMPENSATION	31
Summary Compensation Table	31
Compensation Program Overview	31
Annual Base Salary	32
Performance-Based Bonus Opportunity	32
Equity-Based Incentive Awards	33
Outstanding Equity Awards at Fiscal Year-End	34
Agreements with Our Named Executive Officers	36
Potential Payments upon Termination or Change in Control	36
Perquisites, Health, Welfare and Retirement Benefits	36
401(k) Plan	37
Nonqualified Deferred Compensation	37
Clawbacks	37
Equity Benefit Plans	37
Equity Compensation Plan Information	40
ITEM 402(v) PAY VERSUS PERFORMANCE DISCLOSURE	41
DIRECTOR COMPENSATION	45
TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION	47
RELATED-PERSON TRANSACTIONS POLICY AND PROCEDURES	47
CERTAIN RELATED-PERSON TRANSACTIONS	47
Indemnification Agreements	47
DELINQUENT SECTION 16(A) REPORTS	48
HOUSEHOLDING OF PROXY MATERIALS

SEC Form DEF 14A filed by Bionano Genomics Inc.