trda-20260424


UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

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☐ Preliminary Proxy Statement

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☒ Definitive Proxy Statement

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☐ Soliciting Material Pursuant to §240.14a-12


ENTRADA THERAPEUTICS, INC.

(Name of Registrant as Specified In Its Charter)


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

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ENTRADA THERAPEUTICS, INC.
One Design Center Place

Suite 17-500
Boston, MA 02210

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 10, 2026

Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Entrada Therapeutics, Inc. will be held virtually on June 10, 2026, at 9:30 a.m. Eastern Time. You may attend the meeting virtually via live webcast at www.virtualshareholdermeeting.com/TRDA2026, where you will be able to vote electronically and submit questions. You will need the 16-digit control number included with the Notice of Internet Availability of Proxy Materials being mailed to you separately in order to attend the Annual Meeting.

Stockholders of record at the close of business on April 13, 2026, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. The purpose of the Annual Meeting is the following:

1. To elect two Class II directors to our board of directors, each to serve until the Company’s 2029 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal;

2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

3. To approve the Amendment No. 1 to the Company's 2021 Stock Option and Incentive Plan;

4. To approve the Amendment No. 1 to the Company's 2021 Employee Stock Purchase Plan; and

5. To transact any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

You can find more information on each of the matters to be voted on at the Annual Meeting, including information regarding the nominees for election to our board of directors, in the accompanying proxy statement. The board of directors recommends a vote “FOR” the election of the two nominees for Class II directors, “FOR” the ratification of the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2026,

“FOR” the approval of the Amendment No. 1 to the Company's 2021 Stock Option and Incentive Plan to add “Outstanding Shares” as a defined term, and “FOR” the approval of the Amendment No. 1 to the Company's 2021 Employee Stock Purchase Plan to add “Outstanding Shares” as a defined term, as disclosed in more detail in the accompanying proxy statement.

This year, the Company is following the Securities and Exchange Commission’s “Notice and Access” rule that allows companies to furnish their Proxy Materials (as defined below) by posting them on the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of the accompanying proxy statement and our Annual Report for the fiscal year ended December 31, 2025 (the “2025 Annual Report”). We will mail the Notice on or about April 24, 2026, and it will contain instructions on how to access both the 2025 Annual Report and accompanying proxy statement (together with the Notice, the “Proxy Materials”) over the Internet. This method provides our stockholders with expedited access to the Proxy Materials and not only lowers the cost of printing and distribution but also reduces the environmental impact of the Annual Meeting. If you would like to receive a print version of the Proxy Materials, free of charge, please follow the instructions on the Notice.

To attend the Annual Meeting virtually via the Internet, please visit www.virtualshareholdermeeting.com/TRDA2026, which will allow you access to the Annual Meeting and will permit you to submit questions. Please see the “General Information” section of the proxy statement that accompanies this notice for more details regarding the logistics of the Annual Meeting, including the ability of stockholders to submit questions during the Annual Meeting, and technical details and support related to accessing the virtual platform. You will not be able to attend the Annual Meeting in person.

Whether or not you expect to attend the Annual Meeting online, we encourage you to read the accompanying proxy statement and vote your shares as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting on the Internet as described in the instructions included in the Notice, by telephone by calling 1-800-690-6903 and following the recorded instructions or, if you requested and received a paper copy of the Proxy Materials, by completing, signing, dating and returning the enclosed proxy card. You may request a paper proxy card at any time before May 27, 2026, to submit your vote by mail. If you vote your shares on the Internet or by telephone, you will need to enter the 16-digit control number provided in the Notice.

Your vote is important regardless of the number of shares you own. If you attend the Annual Meeting online, you may vote your shares during the Annual Meeting virtually via the Internet even if you previously voted your proxy. Your proxy is revocable in accordance with the procedures set forth in the accompanying proxy statement.

If your shares are held in “street name,” that is, held for your account by a broker, bank or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

By order of the board of directors,

/s/ Dipal Doshi

Dipal Doshi

Chief Executive Officer

Boston, Massachusetts
April 24, 2026

Table of Contents


PROXY STATEMENT			1
GENERAL INFORMATION			3
PROPOSAL NO. 1 — ELECTION OF DIRECTORS			11
PROPOSAL NO. 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			18
PROPOSAL NO. 3 — TO APPROVE THE AMENDMENT NO. 1 TO THE COMPANY'S 2021 STOCK OPTION AND INCENTIVE PLAN			20
PROPOSAL NO. 4 — TO APPROVE THE AMENDMENT NO. 1 TO THE COMPANY'S 2021 EMPLOYEE STOCK PURCHASE PLAN			29
CORPORATE GOVERNANCE			34
EXECUTIVE AND DIRECTOR COMPENSATION			44
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			57
PRINCIPAL STOCKHOLDERS			61
REPORT OF THE AUDIT COMMITTEE			65
HOUSEHOLDING			67
STOCKHOLDER PROPOSALS			67
ANNUAL REPORT ON FORM 10-K			68
OTHER MATTERS			68
APPENDIX A – AMENDMENT NO. 1 TO THE 2021 STOCK OPTION AND INCENTIVE PLAN			69
APPENDIX B – AMENDMENT NO. 1 TO THE 2021 EMPLOYEE STOCK PURCHASE PLAN			70


Proposal	Vote Required	Discretionary Voting Permitted?
Election of Directors	Plurality	No
Ratification of Independent Registered Public Accounting Firm	Majority	Yes
Approval of Amendment No. 1 to 2021 Stock Option and Incentive Plan	Majority	No
Approval of Amendment No. 1 to 2021 Employee Stock Purchase Plan	Majority	No


Name	Positions and Offices Held with Entrada	Director Since	Age
Peter S. Kim, Ph.D.	Director	2020	67
Bernhardt Zeiher, M.D.	Director	2023	62


Name	Position and Offices Held with Entrada	Officer Since	Age
Nathan J. Dowden	President and Chief Operating Officer	2019	56
Natarajan Sethuraman, Ph.D.	President of Research and Development	2017	64
Kory Wentworth	Chief Financial Officer	2020	47


Fee Category	Fiscal Year 2025 ($)	Fiscal Year 2024 ($)
Audit Fees(1)	701,624	676,577
Audit-Related Fees(2)	—	—
Tax Fees(3)	27,922	—
All Other Fees(4)	—	—
Total Fees	729,546	676,577


Name	Number of Options (#)	Number of RSUs and PSUs (#)
Dipal Doshi	1,147,471	604,975
Chief Executive Officer
Natarajan Sethuraman	631,727	286,482
President of Research and Development
Nathan Dowden	463,611	284,995
President and Chief Operating Officer
All executive officers as a group	2,242,809	1,176,452
All current directors who are not executive officers as a group	518,918	—
Each nominee for election as a director	—	—
Each associate of any executive officers, current directors or director nominees	—	—
Each other person who received or is to receive 5% of awards	390,769	—
All employees, excluding executive officers, as a group	3,216,085	4,233,325


Name						Number of Shares of Common Stock Purchased
Dipal Doshi						—
Chief Executive Officer
Natarajan Sethuraman						—
President of Research and Development
Nathan Dowden						—
President and Chief Operating Officer
All executive officers as a group						—
All current directors who are not executive officers as a group						—
Each nominee for election as a director						—
Each associate of any executive officers, current directors or director nominees						—
Each other person who received or is to receive 5% of awards						—
All employees, excluding executive officers, as a group						186,171


NAME AND PRINCIPAL POSITION	YEAR	SALARY ($)	STOCK AWARDS ($)(1)	OPTION AWARDS ($)(1)	NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(2)	ALL OTHER COMPENSATION ($)(3)	TOTAL ($)
Dipal Doshi	2025	635,000	1,387,428	1,452,059	349,250	14,000	3,837,737
Chief Executive Officer	2024	610,000	1,437,531	1,494,662	335,510	13,800	3,891,503
Natarajan Sethuraman Ph. D.	2025	520,000	725,952	760,363	234,000	14,000	2,254,315
President of Research and Development	2024	493,232	605,493	630,015	221,980	11,980	1,962,700
Nathan J. Dowden	2025	499,200	725,952	760,363	224,640	13,342	2,223,497
President and Chief Operating Officer	2024	480,000	1,278,263	472,615	216,010	13,800	2,460,688


	Options Awards
Name	Vesting Commencement Date(1)	Number Of Securities Underlying Unexercised Options (#) Exercisable	Number Of Securities Underlying Unexercised Options (#) Unexercisable (1)	Option Exercise Price ($)	Option Expiration Date
Dipal Doshi	12/31/2018	399,989	—	1.74	5/14/2029
	8/12/2020	140,362	—	2.10	12/16/2030
	3/30/2021	312,750	—	8.47	5/19/2031
	8/2/2021	82,920	—	12.52	8/2/2031
	10/28/2021	184,821	—	20.00	10/27/2031
	3/1/2022	170,156	11,344	11.57	3/1/2032
	7/1/2022	77,516	13,234	12.00	7/1/2032
	3/1/2023	51,734	23,516	12.25	3/1/2033
	9/1/2023	42,328	32,922	15.41	9/1/2033
	3/1/2024	69,344	89,156	13.73	3/1/2034
	3/1/2025	—	173,400	11.94	3/1/2035
Natarajan Sethuraman	3/4/2019	68,312	—	1.74	3/5/2029
	8/12/2020	10,284	—	2.10	12/16/2030
	3/30/2021	96,377	—	8.47	5/19/2031
	8/2/2021	4,146	—	12.52	8/2/2031
	10/28/2021	243,639	—	20.00	10/27/2031
	3/1/2022	65,180	4,345	11.57	3/1/2032
	7/1/2022	29,693	5,070	12.00	7/1/2032
	3/1/2023	14,781	6,719	12.25	3/1/2033
	9/1/2023	12,094	9,406	15.41	9/1/2033
	3/1/2024	29,225	37,575	13.73	3/1/2034
	3/1/2025	—	90,800	11.94	3/1/2035
Nathan Dowden	11/4/2019	64,831	—	1.74	12/10/2029
	8/12/2020	46,117	—	2.10	12/16/2030
	3/30/2021	82,973	—	8.47	5/19/2031
	8/2/2021	4,146	—	12.52	8/2/2031
	10/28/2021	95,148	—	20.00	10/27/2031
	3/1/2022	63,352	4,223	11.57	3/1/2032
	7/1/2022	28,861	4,927	12.00	7/1/2032
	3/1/2023	14,781	6,719	12.25	3/1/2033
	9/1/2023	12,094	9,406	15.41	9/1/2033
	3/1/2024	21,919	28,181	13.73	3/1/2034
	3/1/2025	—	90,800	11.94	3/1/2035


	Stock Awards
Name	Vesting Commencement Date(1)		Number of Shares or Units of Stock That Have Not Vested(#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($)
Dipal Doshi	3/1/2022		7,562	77,737	—	—
	9/1/2022		3,781	38,869	—	—
	3/1/2023		24,825	255,201	—	—
	9/1/2023		24,825	255,201	—	—
	3/1/2024		78,525	807,237	—	—
	9/11/2024	(2)	—	—	100,000	1,028,000
	3/1/2025		116,200	1,194,536	—	—
Natarajan Sethuraman	3/1/2022		2,897	29,781	—	—
	9/1/2022		1,448	14,885	—	—
	3/1/2023		7,100	72,988	—	—
	9/1/2023		7,100	72,988	—	—
	3/1/2024		33,075	340,011	—	—
	9/11/2024	(2)	—	—	80,000	822,400
	3/1/2025		60,800	625,024	—	—
Nathan Dowden	3/1/2022		2,816	28,948	—	—
	9/1/2022		1,408	14,474	—	—
	3/1/2023		7,100	72,988	—	—
	9/1/2023		7,100	72,988	—	—
	3/1/2024		24,825	255,201	—	—
	3/1/2024	(3)	60,000	616,800	—	—
	9/11/2024	(2)	—	—	30,000	308,400
	3/1/2025		60,800	625,024	—	—


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights(1)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)
Equity compensation plans approved by security holders (2)(3)	8,493,146	$11.78	2,813,280
Equity compensation plans not approved by security holders(4)	190,620	7.69	79,380
Total	8,683,766	$11.73	2,892,660


	Fees Earned or Paid in Cash ($)	Option Awards ($)(1)	All Other Compensation ($)	Total ($)
Peter S. Kim(2)	40,000	104,388	—	144,388
Mary Thistle(3)	63,038	104,388	—	167,427
Kush M. Parmar(4)	98,209	104,388	—	202,597
Bernhardt Zeiher(5)	46,291	104,388	—	150,680
Gina Chapman(6)	53,165	104,388	—	157,553
Maha Radhakrishnan(7)	28,538	202,388	—	230,927


Position	Annual Retainer
Board of Directors:
Members	$40,000
Additional Retainer for chair	$35,000	(1)
Audit Committee:
Members (other than chair)	$9,000	(2)
Retainer for chair	$18,000	(3)
Compensation Committee:
Members (other than chair)	$6,500	(4)
Retainer for chair	$13,000	(5)
Nominating and Corporate Governance Committee:
Members (other than chair)	$5,000	(6)
Retainer for chair	$10,000	(7)


Name of Beneficial Owner	Shares Beneficially Owned	Percentage of Shares Beneficially Owned
Greater-than-5% Stockholders:
Entities affiliated with Baker Bros. Advisors LP(1)	8,232,822	19.51%
Entities affiliated with MPM Capital(2)	4,425,784	11.40%
Entities affiliated with 5AM Ventures(3)	4,056,379	10.45%
Roche Finance Ltd(4)	2,569,115	6.62%
BlackRock, Inc.(5)	1,974,452	5.09%
Named Executive Officers, Other Executive Officer and Directors:
Dipal Doshi, Chief Executive Officer and Director(6)	1,853,515	4.58%
Natarajan Sethuraman, Ph.D., President of Research and Development(7)	731,198	1.85%
Nathan J. Dowden, President, Chief Operating Officer(8)	521,260	1.33%
Kory Wentworth, Chief Financial Officer(9)	369,909	*
Kush M. Parmar, M.D., Ph.D., Chairman(3)(10)	86,470	*
Peter S. Kim, Ph.D., Director(11)	192,248	*
Mary Thistle, Director(12)	121,440	*
Bernhardt Zeiher, M.D., Director(13)	67,000	*
Gina Chapman, Director(14)	64,333	*
Maha Radhakrishnan, M.D., Director(15)	12,667	*
All executive officers and directors as a group (10 persons)(16)	4,020,040	9.49%

SEC Form DEF 14A filed by Entrada Therapeutics Inc.