hbio20260420_def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Information Required in Proxy Statement

Schedule 14a Information

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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Harvard Bioscience, Inc.

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HARVARD BIOSCIENCE, INC.

84 October Hill Road

Holliston, Massachusetts 01746

April 21, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Harvard Bioscience, Inc. (the “Annual Meeting”) to be held on Tuesday, June 2, 2026 at 10:00 a.m. ET. The Annual Meeting will be held by virtual meeting only. You will not be able to attend the Annual Meeting in person. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/HBIO2026, you must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting. At the meeting, we will be voting on the matters described in the accompanying proxy statement.

We are using the Internet as our primary means of furnishing the proxy materials to our stockholders. This process expedites the delivery of proxy materials, ensures materials remain easily accessible to stockholders, and allows stockholders to receive clear instructions for receiving materials and voting.

We are mailing the Notice of Internet Availability of Proxy Materials to stockholders on or about April 23, 2026. The proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), are available at www.proxyvote.com.

The Notice of Internet Availability of Proxy Materials contains instructions for our stockholders’ use of this process, including how to access or receive copies of our proxy statement and Annual Report and how to vote by Internet or mail. To the extent you receive a proxy card, such proxy card will also contain instructions on how to vote, including the option to vote by telephone.

If you are unable to attend the meeting virtually, it is still important that your shares be represented and voted. Therefore, regardless of the number of shares you own, PLEASE VOTE THROUGH THE INTERNET, BY TELEPHONE OR BY MAIL. Any stockholder who attends the meeting virtually may vote through the meeting website, even if he or she has already voted through the Internet, by telephone or by mail.

YOUR VOTE IS IMPORTANT. OUR ANNUAL MEETING WILL BE HELD AS A VIRTUAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING VIRTUALLY, PLEASE CAST YOUR VOTE ONLINE, BY TELEPHONE OR BY COMPLETING, DATING, SIGNING AND PROMPTLY RETURNING YOUR PROXY CARD OR VOTING INSTRUCTION CARD IN THE POSTAGE-PAID ENVELOPE (WHICH WILL BE PROVIDED TO THOSE STOCKHOLDERS WHO REQUEST TO RECEIVE PAPER COPIES OF THESE MATERIALS BY MAIL) BEFORE THE ANNUAL MEETING SO THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING.

	Sincerely,


	John Duke
	President and
	Chief Executive Officer

HARVARD BIOSCIENCE, INC.

84 October Hill Road

Holliston, Massachusetts 01746

(508) 893-8999

______________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Tuesday, June 2, 2026

_____________________

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Harvard Bioscience, Inc. (the “Company”) will be held on June 2, 2026 at 10:00 a.m. ET. The Annual Meeting will be held by virtual meeting only. You will not be able to attend the Annual Meeting in person. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/HBIO2026, you must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting. The Annual Meeting will be held for the following purposes:

	1.	The election of two Class II Directors named in the accompanying proxy statement, nominated by the Board of Directors for a three-year term, such term to continue until the annual meeting of stockholders in 2029 and until such Directors’ successors are duly elected and qualified or until his or her earlier resignation or removal;

	2.	The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

	3.	Approval, by a non-binding advisory vote, of the compensation of our named executive officers;

	4.	Adoption and approval of an amendment to the Harvard Bioscience, Inc. Employee Stock Purchase Plan to increase the number of authorized shares of common stock available for issuance by 120,000 shares of common stock;

	5.	Adoption and approval of an amendment to the Harvard Bioscience, Inc. 2021 Incentive Plan to increase the number of authorized shares of common stock available for issuance by 400,000 shares of common stock; and

	6.	Such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

The Board of Directors has fixed the close of business on April 7, 2026 as the record date for determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. Only holders of our Common Stock of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. Each of the items of business listed above is more fully described in the proxy statement that accompanies this notice.

The Board of Directors of Harvard Bioscience, Inc. recommends that you vote:

● ”FOR” the election of the nominees of the Board of Directors as Directors of the Company;

● ”FOR” the proposal to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

● ”FOR” the proposal to approve, by a non-binding advisory vote, of the compensation of our named executive officers;

● ”FOR” the proposal to adopt and approve an amendment to the Harvard Bioscience, Inc. Employee Stock Purchase Plan to increase the number of authorized shares of common stock available for issuance by 120,000 shares of common stock; and

● ”FOR” the proposal to adopt and approve an amendment to the Harvard Bioscience, Inc. 2021 Incentive Plan to increase the number of authorized shares of common stock available for issuance by 400,000 shares of common stock.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 2, 2026. The proxy statement and the Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) are available at www.proxyvote.com. The Annual Report, however, is not part of the proxy solicitation material.

	By Order of the Board of Directors,


	John Duke
	President and
	Chief Executive Officer

YOUR VOTE IS IMPORTANT. OUR ANNUAL MEETING WILL BE HELD AS A VIRTUAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING VIRTUALLY, PLEASE CAST YOUR VOTE ONLINE, BY TELEPHONE OR BY COMPLETING, DATING, SIGNING AND PROMPTLY RETURNING YOUR PROXY CARD OR VOTING INSTRUCTIONS CARD IN THE POSTAGE-PAID ENVELOPE (WHICH WILL BE PROVIDED TO THOSE STOCKHOLDERS WHO REQUEST TO RECEIVE PAPER COPIES OF THESE MATERIALS BY MAIL) BEFORE THE ANNUAL MEETING SO THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING.

Harvard Bioscience, Inc.

Proxy Statement

Table of Contents

Page

PROXY STATEMENT	1

PROPOSAL 1 ELECTION OF DIRECTORS	3

INFORMATION REGARDING DIRECTORS	3

INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES	6

CODE OF BUSINESS CONDUCT AND ETHICS	10

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE	10

REPORT OF THE AUDIT COMMITTEE	11

DIRECTOR COMPENSATION	12

INFORMATION ABOUT OUR EXECUTIVE OFFICERS	13

COMPENSATION DISCUSSION AND ANALYSIS	14

SUMMARY COMPENSATION TABLE	20

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END	21

PAY VERSUS PERFORMANCE	23

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	25

EQUITY COMPENSATION PLAN INFORMATION	26

TRANSACTIONS WITH RELATED PERSONS	26

DELINQUENT SECTION 16(A) REPORTS	26

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS	26

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	27

PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	27

PROPOSAL 3 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	28

PROPOSAL 4 APPROVAL OF AN AMENDMENT OF THE HARVARD BIOSCIENCE, INC. EMPLOYEE STOCK PURCHASE PLAN	29

PROPOSAL 5 APPROVAL OF AN AMENDMENT OF THE HARVARD BIOSCIENCE, INC. AMENDED AND RESTATED 2021 INCENTIVE PLAN	31

SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING	37

MULTIPLE STOCKHOLDERS SHARING THE SAME ADDRESS	37

OTHER MATTERS	38

HARVARD BIOSCIENCE, INC.

84 October Hill Road

Holliston, Massachusetts 01746

(508) 893-8999

_______________

PROXY STATEMENT

_______________

Annual Meeting of Stockholders to Be Held on Tuesday, June 2, 2026

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Harvard Bioscience, Inc. (the “Company” or “we”) for use at the 2026 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held on June 2, 2026, at 10:00 a.m. ET, and any adjournments or postponements thereof. The Annual Meeting will be held by virtual meeting only. You will not be able to attend the Annual Meeting in person.

To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/HBIO2026, you must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting.

At the Annual Meeting, the stockholders of the Company will be asked to consider and vote upon:

The election of two Class II Directors named in this proxy statement, nominated by the Board for a three-year term, such term to continue until the annual meeting of stockholders in 2029 and until such Directors’ successors are duly elected and qualified or until his or her earlier resignation or removal;

The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

Approval, by a non-binding advisory vote, of the compensation of our named executive officers;

Adoption and approval of an amendment to the Harvard Bioscience, Inc. Employee Stock Purchase Plan to increase the number of authorized shares of common stock available for issuance by 120,000 shares of common stock;

Adoption and approval of an amendment to the Harvard Bioscience, Inc. 2021 Incentive Plan to increase the number of authorized shares of common stock available for issuance by 400,000 shares of common stock; and

Such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

We are furnishing proxy materials, which include our proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), to our stockholders over the Internet, and providing a Notice of Internet Availability of Proxy Materials (the “Notice”) by mail. We believe that this e-proxy process expedites stockholders’ receipt of proxy materials, including our proxy statement and Annual Report, while lowering the costs and reducing the environmental impact of our annual meeting. The Notice is first being mailed to stockholders of the Company on or about April 23, 2026, in connection with the solicitation of proxies for the Annual Meeting. The Board of Directors has fixed the close of business on April 7, 2026 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting (the “Record Date”). Only holders of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) of record at the close of business on the Record Date will be entitled to notice of, and to vote at, the Annual Meeting. As of the Record Date, there were 4,510,217 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. Each holder of a share of Common Stock outstanding as of the close of business on the Record Date will be entitled to one vote for each share held of record with respect to each matter properly submitted at the Annual Meeting.

The presence, virtually online or by proxy, of holders of at least one third of the total number of outstanding shares of Common Stock entitled to vote is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Shares held of record by stockholders or their nominees who do not return a signed and dated proxy, properly deliver proxies via the Internet or telephone, or attend the Annual Meeting virtually will not be considered present or represented at the Annual Meeting and will not be counted in determining the presence of a quorum. Consistent with applicable law, abstentions and broker non-votes will be counted toward the quorum requirement.

A broker “non-vote” refers to shares held by a broker or nominee that does not have the authority, either express or discretionary, to vote on a particular matter. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Proposal No. 2, the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026, is considered “routine” under applicable rules. A broker or other nominee may generally vote on routine matters without voting instructions from beneficial owners, and therefore no broker non-votes are expected to exist in connection with Proposal 2. The remaining proposals are considered “non-routine” under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on those proposals. Accordingly, if you own shares in street name through a broker, bank or other nominee, please be sure to provide voting instructions to your nominee to ensure that your vote is counted on each of the proposals.

With respect to Proposal No. 1, the election of two Class II Directors, such Directors are elected by a plurality of the votes cast if a quorum is present. In a plurality election, votes may only be cast in favor of or withheld from each nominee; votes that are withheld will be excluded entirely from the vote and will have no effect. This means that the director nominee receiving the highest number of “FOR” votes will be elected as a Director.

Approval of Proposal No. 2 (the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026), Proposal No. 3 (approval, by a non-binding, advisory vote, of the compensation of our named executive officers), Proposal No. 4 (adoption and approval of an amendment to the Harvard Bioscience, Inc. Employee Stock Purchase Plan), and Proposal No. 5 (adoption and approval of an amendment to the Harvard Bioscience, Inc. 2021 Incentive Plan) require the affirmative vote of a majority of the votes cast on such matter.

Aside from Proposal No. 2 (the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026), any shares not voted (whether by abstention, broker non-vote or otherwise) will have no impact on the voting results of the matters expected to be voted on at the Annual Meeting.

You will not receive a printed copy of the proxy materials unless you request to receive these materials in hard copy by following the instructions provided in the Notice. Instead, the Notice will instruct you how you may access and review all of the important information contained in the proxy materials. The Notice also instructs you as to how you may submit your proxy via the Internet or mail. To the extent you receive a proxy card, such proxy card will also contain instructions on how you may also vote by telephone (in addition to voting by Internet or mail). If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice.

We encourage you to vote either online, by telephone or by completing, signing, dating and returning a proxy card, or if you hold your shares through a broker or nominee, by completing and returning a voting instruction form. This ensures that your shares will be voted on at the Annual Meeting and reduces the likelihood that we will be forced to incur additional expenses soliciting proxies for the Annual Meeting.

Voting over the Internet, by telephone or mailing a proxy card will not limit your right to vote virtually online or to attend the Annual Meeting virtually. Any record holder as of the Record Date may attend the Annual Meeting virtually and may revoke a previously provided proxy at any time by: (i) submitting a new vote on the Internet or by telephone or submitting a properly completed proxy card with a later date; (ii) sending written notice that you are revoking your proxy to the corporate secretary at Harvard Bioscience, Inc., 84 October Hill Road, Holliston, Massachusetts 01746, with such notice received by May 29, 2026; or (iii) attending the Annual Meeting virtually online and voting through the Annual Meeting website. Attendance at the Annual Meeting will not, by itself, revoke a proxy. If your shares are held by your broker or nominee, you should follow the instructions provided by such broker or nominee to revoke an earlier vote.

Beneficial holders who wish to attend the Annual Meeting virtually and vote through the Annual Meeting website should contact their brokerage firm, bank or other financial institution holding shares of Common Stock on their behalf in order to obtain a “legal proxy”, which will allow them to vote through the Annual Meeting website.

You will be able to participate in the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/HBIO2026. To be admitted to the Annual Meeting, you must enter the control number found on your proxy card, voting instruction form or notice you received. You also will be able to vote your shares electronically prior to or during the Annual Meeting. If you want to submit a question during the Annual Meeting, log into www.virtualshareholdermeeting.com/HBIO2026, type your question into the “Ask a Question” field, and click “Submit.” Questions pertinent to meeting matters will be read and answered during the meeting, subject to time constraints.

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.

Our Board of Directors recommends a vote “FOR” the nominees of the Board of Directors with respect to Proposal No. 1 and “FOR” on Proposal Nos. 2, 3, 4 and 5. Proxies will be voted as specified. If your proxy is properly submitted, it will be voted in the manner you direct. If you submit a properly executed proxy but do not specify instructions with respect to any particular matter to be acted upon at the meeting, proxies will be voted in favor of the Board of Directors’ recommendations.

We will pay the entire expense of soliciting proxies for the Annual Meeting. In addition to solicitations by mail, certain of our Directors, officers and employees (who will receive no compensation for their services other than their regular compensation) may solicit proxies by telephone, in person, e-mail or other means of electronic communication. Banks, brokerage houses, custodians, nominees and other fiduciaries have been requested to forward proxy materials to the beneficial owners of shares of Common Stock held of record by them as of the Record Date, and such custodians will be reimbursed for their expenses.

All of the share information set forth in this proxy statement has been adjusted to reflect the 10:1 reverse stock split of the Common Stock that took place on March 13, 2026.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on Tuesday, June 2, 2026: The proxy statement and Annual Report are available at www.proxyvote.com. The Annual Report, however, is not part of the proxy solicitation material.

PROPOSAL 1

ELECTION OF DIRECTORS

The Board of Directors of the Company currently consists of six members and is divided into three classes of Directors, with two Directors in Class I, two Directors in Class II and two Directors in Class III.

Once elected, Directors serve for three-year terms with one class of Directors being elected by our stockholders at each annual meeting to succeed the Directors of the same class whose terms are then expiring. Each nominee elected as a Director will continue in office until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal.

Two Class II Directors have terms expiring at the Annual Meeting. At the Annual Meeting, two Class II Directors, nominated by the Board of Directors, will stand for election to serve until the 2029 annual meeting of stockholders. At the recommendation of the Nominating and Governance Committee, the Board of Directors has nominated Mr. John Duke and Ms. Katherine A. Eade for re-election as Class II Directors of the Company. Mr. Duke and Ms. Eade have agreed to stand for re-election and, if re-elected, to serve as Directors. However, if Mr. Duke or Ms. Eade are unable to serve or will not serve, the proxies will be voted for the election of such other person or persons as the Nominating and Governance Committee and the Board of Directors may recommend.

Vote Required

The affirmative vote of a plurality of the votes cast by holders of shares of Common Stock present or represented by proxy and entitled to vote on the matter at the Annual Meeting is required for the election of the nominees for election as the Class II Directors of the Company.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE FOLLOWING NOMINEES TO THE BOARD OF DIRECTORS: JOHN DUKE AND KATHERINE A. EADE.

INFORMATION REGARDING DIRECTORS

Set forth below is certain information regarding the Directors of the Company, including the two Class II Directors who have been nominated for election at the Annual Meeting, based on information furnished to the Company by such Directors. The biographical descriptions below for the Directors include, as of the date hereof, their ages, all positions they hold with the Company, their principal occupation and business experience over at least the past five years, and the names of other publicly held companies for which they currently serve as Directors or have served as Directors during at least the past five years. The biographical descriptions below for the Directors also include the specific experience, qualifications, attributes and skills that led to the conclusion by the Board of Directors that such persons should serve as Directors of the Company. In addition to such specific information, we also believe that all of our Directors have a reputation for integrity, honesty and adherence to high ethical standards. Further, they each have demonstrated business acumen and an ability to exercise sound judgment as well as a commitment of service to the Company and our Board.

Independence

The Board of Directors has determined that each of the Directors listed below, other than our Chief Executive Officer, Mr. Duke, are independent as such term is defined by applicable Nasdaq rules. The Directors who previously served on the Board of Directors in 2025, other than our former Chief Executive Officer, Mr. James Green, were also determined to be independent.

Directors of Harvard Bioscience, Inc.

Name	Age	Principal Occupation	Director Since
Class I Directors—Term expires 2028;
Stephen DeNelsky (CC)(NGC)	58	Former Managing Director at Oaktree Capital Management	2025
Robert Gagnon (AC)(CC)	52	CFO of Opus Genetics, Inc.; Member of the Boards of Directors of the Company, Verastem Oncology, Bone Biologics Corporation, and Purple Biotech Ltd.	2025

Class II Directors—Term expires 2026; Nominated to Serve a Term Expiring 2029
John Duke	55	President and CEO of the Company	2025
Katherine A. Eade (AC)(NGC)	52	Chief Legal Officer of Kriya Therapeutics, Inc.	2017

Class III Directors—Term expires 2027
Seth Benson (AC)	46	Chief Financial Officer of Nuclera Ltd.	2025
William Snider (CC)	56	Partner at BroadOak Capital Partners, LLC	2025

____________________

(AC) Member of the Audit Committee

(CC) Member of the Compensation Committee

(NGC) Member of the Nominating and Governance Committee

Class I Directors—Term Expiring in 2028

Stephen DeNelsky has served as a Director of the Company since 2025, and he is currently Chair of the Compensation Committee and a member of the Nominating and Governance Committee. Mr. DeNelsky possesses 30 years of experience in the research, analysis, and valuation of public and private equities in the healthcare industry. Mr. DeNelsky has served as a Managing Director at Oaktree Capital Management, a position he held from 2022 to 2025. Previously, Mr. DeNelsky was a Managing Director at Marathon Asset Management from 2019 to 2022 and President at Life Sciences Alternative Funding from 2011 to 2019. He also served as a board member of Visioncare, Inc., from 2015 to 2026 and previously served on the boards of AMICAS, Inc. and Integrated Diagnostics. Mr. DeNelsky holds a B.A. in Economics from American University and an M.B.A. from the University of Maryland. We believe Mr. DeNelsky’s qualifications to serve on our Board of Directors include his significant experience in the research, analysis, and valuation of public and private equities in the healthcare industry.

Robert Gagnon has served as a Director of the Company since 2025, and he is currently Chair of the Audit Committee and a member of the Compensation Committee. Mr. Gagnon is an accomplished biotech executive with more than two decades of financial and operational leadership experience in both public and private companies. He has raised over $2 billion in capital, executed multiple strategic transactions, and held senior roles guiding companies through IPOs, late-stage clinical development, commercial launches, and M&A. Mr. Gagnon has served as Chief Financial Officer of Opus Genetics, a biotechnology company, since September 2025. Prior to Opus Genetics, Mr. Gagnon served as the Chief Financial Officer of Remix Therapeutics, a biotechnology company, from March 2023 to June 30, 2025. Prior to Remix Therapeutics, Mr. Gagnon served as an Operating Partner at Gurnet Point Capital, a healthcare venture capital and private equity fund, from October 2022 to June 2023. Mr. Gagnon served as Chief Financial Officer at Verastem, Inc., a biopharmaceutical company focused on developing oncology treatments from August 2018 to October 2022 and as Chief Business Officer from June 2019 to October 2022. He has also held senior finance leadership roles at the Company, Clean Harbors, and Biogen, and began his career in audit and advisory services at Deloitte and PricewaterhouseCoopers. . He is an experienced public company board member, currently serving on the boards of Verastem Oncology, Bone Biologics, and Purple Biotech. Mr. Gagnon holds a B.A. in Accounting from Bentley College and an M.B.A. from the MIT Sloan School of Management, and is a Certified Public Accountant in the Commonwealth of Massachusetts. Mr. Gagnon’s qualifications to serve on our Board of Directors include his significant financial, accounting and management expertise, as well as his experience within the pharmaceutical and biotechnology industries.

Class II Directors—Terms Expiring in 2026; Nominated to Serve a Term Expiring in 2029

John Duke has served as a Director of the Company since 2025 and was appointed President and Chief Executive Officer effective July 28, 2025. From January 2024 until immediately prior to becoming Chief Executive Officer of the Company, Mr. Duke was Chief Executive Officer of Plastic Molding Technology, a plastics manufacturing company. From February 2021 to April 2023, Mr. Duke served as Chief Business Officer for Lyten, an advanced materials company that converts methane gas into Lyten 3D Graphene™ and develops innovative products across multiple industries. Prior to Lyten, Mr. Duke served in multiple positions at Corning Incorporated, including Corporate Vice President, Corporate Officer, Vice President and General Manager, Glass Microsystems from April 2017 to February 2021, Vice President Sales and Marketing, Gorilla Glass from April 2016 to April 2017 and Vice President, Business Operations, Corning Life Sciences from October 2012 to March 2016. Mr. Duke holds a B.S. in Materials Science from the University of Utah and an M.B.A. from Harvard Business School. We believe Mr. Duke’s qualifications to serve on our Board of Directors include his significant experience in life science tools and business execution and track record of driving growth and operational excellence.

Katherine A. Eade has served as a Director of the Company since October 2017 and Lead Independent Director since June 2025. Ms. Eade serves as Chair of the Nominating and Governance Committee and a member of the Audit Committee. Ms. Eade has more than 20 years of experience advising public companies on mergers and acquisitions and other significant corporate transactions, including corporate governance and capital markets activities, and more than 15 years of leadership experience in the life sciences industry. Ms. Eade has served as the Chief Legal Officer of Kriya Therapeutics, Inc. since 2024. She served as a member of the board of directors and audit committee of Vaxxinity, Inc. and an advisor to Standard BioTools Inc. and several biotech companies in 2023 and was the General Counsel of Checkmate Pharmaceuticals, Inc. from 2020 through its acquisition by Regeneron Pharmaceuticals, Inc. in 2022. Earlier in her career, Ms. Eade served in leadership roles of increasing responsibility at Corning Incorporated for eight years, including Director, M&A Law and Transactions and Division Counsel for Corning’s Life Sciences and Pharmaceutical Technologies divisions, was a corporate attorney at Cleary Gottlieb Steen & Hamilton LLP for seven years, and served as a law clerk for Judge Morton I. Greenberg of the U.S. Court of Appeals for the Third Circuit. Ms. Eade earned a J.D., cum laude, from Harvard Law School and a B.A. in Government, summa cum laude, from Cornell University. We believe Ms. Eade’s qualifications to serve on our Board of Directors include her significant experience in the life sciences industry and her expertise in M&A, capital markets and corporate governance.

Class III Directors—Term Expiring in 2027

Seth Benson has served as a Director of the Company since 2025 and is currently a member of the Audit Committee. Mr. Benson has more than 20 years of leadership experience in finance, technology, operations, and capital markets, which includes significant time spent in life science tools. He currently serves as Chief Financial Officer of Nuclera Ltd., and previously served as Chief Financial Officer of Vizgen, Inc., Senior Vice President of Finance of Invaio Sciences, and Vice President, Strategic Finance and Investor Relations of Akoya Biosciences. From 2008 to 2013, Mr. Benson held investment banking roles at firms including Bank of America Merrill Lynch and Morgan Stanley. Mr. Benson holds a B.S. in Biology from Duke University and an M.B.A. from Northwestern University’s Kellogg School of Management. We believe Mr. Benson’s qualifications to serve on our Board of Directors include his significant experience in finance, strategy and operations in the life sciences and healthcare sectors.

William Snider has served as a Director of the Company since 2025 and is currently a member of the Compensation Committee. Mr. Snider has more than 20 years of institutional investment experience. He currently leads growth capital investing activities as Partner at BroadOak Capital, where he has worked since 2006. Prior to BroadOak Capital, he was Partner and Co-founder of Emerging Technology Partners, LLC, a life sciences focused venture capital firm. Prior to Emerging Technology Partners, he was Vice President and Portfolio Manager at T. Rowe Price. Mr. Snider holds the Chartered Financial Analyst accreditation, and he earned his B.S.E. in Finance and M.B.A. from the Wharton School at the University of Pennsylvania. We believe Mr. Snider’s qualifications to serve on our Board of Directors include his significant experience in life sciences focused investment banking and directorship in various life sciences companies. Mr. Snider was appointed to our Board of Directors pursuant to the Loan and Security Agreement, dated December 17, 2025 by and among the Company, certain financial institutions party thereto as lenders and BroadOak Income Fund, L.P. (“BroadOak”) as the administrative agent and collateral agent, which provides BroadOak the right to nominate one member of our Board of Directors.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES

During the year ended December 31, 2025, our Board of Directors met or acted by written consent 29 times. Each of the Directors attended at least 75% of the total number of meetings of the Board of Directors held while he or she was a Director and of the committees of which he or she was a member. The Board of Directors encourages Directors to attend the Annual Meeting of Stockholders of the Company. All four Directors in office at the time attended the 2025 Annual Meeting of Stockholders held on June 2, 2025. The non-employee Directors meet regularly in executive sessions outside the presence of management.

Board Leadership Structure

Our Board of Directors does not have a fixed policy as to whether the roles of Board Chair and Chief Executive Officer should be separated or combined. The Board believes that it is in the best interests of our Company to make this determination periodically based on the then-current circumstances, including the then-current strategic and operating environment and the composition of our Board of Directors and our management team. If there is no Board Chair or if the Board Chair is not an independent director, a Lead Independent Director is appointed by the Board. Ms. Eade was appointed Lead Independent Director in June 2025, and there is currently no Board Chair. Ms. Eade has extensive executive, corporate governance and board experience, which provides a valuable independent perspective to our Board and its leadership.

The Lead Independent Director coordinates the activities of the other independent directors and performs such other duties and responsibilities as the Board of Directors may determine, and when there is no Board Chair, the Lead Independent Director effectively functions as Chair. The duties of the Lead Independent Director include:

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presiding at all meetings of the Board at which the Chair is not present, including executive sessions of the independent Directors;

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calling meetings of independent Directors;

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serving as the principal liaison between the Chair and the independent Directors;

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approving meeting agendas for the Board;

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approving the frequency of Board meetings and meeting schedules;

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assuring there is sufficient time for discussion of all agenda items;

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previewing information provided to the Board of Directors, as appropriate;

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being available, when appropriate, for consultation and direct communication with stockholders;

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retaining outside advisors and consultants who report directly to the Board on Board-wide issues;

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leading, together with the Chair of the Nominating and Governance Committee, the Board of Director’s annual self-assessment; and

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leading, together with the Chair of the Compensation Committee, the Board of Directors’ evaluation of the CEO.

Board Committees

The Board of Directors has established an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. The charters of each of our committees are available on the Corporate Governance page in the Investor Relations section of our website at www.harvardbioscience.com. Please note that the information contained on the Company website is not incorporated by reference in, or considered to be a part of, this proxy statement.

Audit Committee

The Audit Committee currently consists of Mr. Benson, Ms. Eade, and Mr. Gagnon. Mr. Gagnon serves as the Chair. The Audit Committee is comprised entirely of independent Directors and operates under a Board-approved charter that sets forth its duties and responsibilities. The Audit Committee met or acted by written consent eight times during 2025.

Under its charter, the Audit Committee is responsible for, among other things:

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reviewing our financial statements and related disclosures included in quarterly and annual financial statements, as well as quarterly earnings releases;

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reviewing the adequacy of our system of internal controls;

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appointing, retaining and terminating, and determining compensation of our independent auditors;

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overseeing our independent auditors and the evaluation of the independent auditors’ qualifications, performance and independence;

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pre-approving audit and non-audit services to be provided by the independent auditors, which may include the delegation of the pre-approval of non-audit services to one or more members of the committee;

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assessing the independence of the independent auditors, including consideration of the auditors’ provision of non-audit services to the Company;

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assuring the regular rotation of audit partners, including any lead and concurring partners, in accordance with applicable laws and regulations; and

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establishing and overseeing procedures for (1) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls, or auditing matters and (2) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

The Board of Directors has determined that Mr. Benson, Ms. Eade, and Mr. Gagnon are independent as such term is defined by Nasdaq rules for purposes of service on the Audit Committee. The Board of Directors has also determined that Mr. Gagnon qualifies as an “audit committee financial expert” as this term has been defined under the rules of the Securities and Exchange Commission (the “SEC”).

Compensation Committee

The Compensation Committee currently consists of Mr. DeNelsky, Mr. Gagnon, and Mr. Snider. Mr. DeNelsky serves as the Chair. The Compensation Committee is comprised entirely of independent Directors and operates under a Board-approved charter that sets forth its duties and responsibilities. The Compensation Committee met or acted by written consent five times in 2025.

Under its charter, the Compensation Committee is responsible for, among other things:

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developing and implementing compensation policies and plans that are appropriate for the Company;

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overseeing the administration of our executive compensation program;

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overseeing the Company’s compensation and benefit plans and policies;

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retaining or terminating committee advisors;

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evaluating the independence of compensation advisors;

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reviewing and approving awards under equity-based plans (other than to non-employee directors);

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reviewing and approving the compensation of the Company’s executive officers; and

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making recommendations to the Board regarding the compensation of the Company’s non-employee directors.

The Board of Directors has determined that Mr. DeNelsky, Mr. Gagnon, and Mr. Snider are independent as such term is defined by Nasdaq rules for purposes of service on the Compensation Committee.

Nominating and Governance Committee

The current members of the Nominating and Governance Committee are Mr. DeNelsky and Ms. Eade. Ms. Eade serves as the Chair. The Nominating and Governance Committee is comprised entirely of independent Directors and operates under a Board-approved charter that sets forth its duties and responsibilities. The Nominating and Governance Committee met or acted by written consent four times in 2025.

Under its charter, the Nominating and Governance Committee is responsible for, among other things:

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identifying individuals qualified to become Board members, consistent with criteria recommended by the Nominating and Governance Committee and approved by the Board of Directors;

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recommending to the Board of Directors the nominees for election at each annual meeting of stockholders;

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recommending to the Board of Directors the criteria for membership on the Board of Directors and its committees; and

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assisting the Board of Directors with such corporate governance matters as the Board of Directors may request.

In identifying and evaluating nominees for the Board of Directors, the Nominating and Governance Committee may solicit recommendations from any or all of the following sources: non-management Directors, the Chief Executive Officer, other executive officers, third-party search firms or any other source it deems appropriate.

The Nominating and Governance Committee has established procedures for stockholders to recommend Director candidates for consideration. All stockholder recommendations for Director candidates must be submitted in writing to our Chief Financial Officer at 84 October Hill Road, Holliston, Massachusetts 01746, who will forward all recommendations to the Nominating and Governance Committee. All stockholder recommendations for Director candidates must be submitted to the Company not less than 120 calendar days prior to the anniversary of the date on which our proxy statement was released to stockholders in connection with the previous year’s annual meeting. All stockholder recommendations for Director candidates must include:

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the name and address of record of the stockholder;

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a representation that the stockholder is a record holder of our securities, or if the stockholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”);

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the name, age, business and residential address, educational background, public company directorships, current principal occupation or employment, and principal occupation or employment for the preceding five full fiscal years of the proposed Director candidate;

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a description of the qualifications and background of the proposed director candidate which addresses the minimum qualifications and other criteria for Board membership approved by the Board of Directors and set forth in the Nominating and Governance Committee Charter;

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a description of all arrangements or understandings between the stockholder and the proposed Director candidate;

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the consent of the proposed Director candidate to be named in the proxy statement, to have all required information regarding such Director candidate included in the proxy statement, and to serve as a Director if elected; and

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any other information regarding the proposed Director candidate that is required to be included in a proxy statement filed pursuant to the rules of the SEC.

The Nominating and Governance Committee will evaluate all such proposed Director candidates, including those recommended by stockholders, in compliance with the procedures established by the Nominating and Governance Committee, in the same manner, with no regard to the source of the initial recommendation of such proposed Director candidate. When considering a potential candidate for membership on the Board of Directors, the Nominating and Governance Committee may consider, in addition to the minimum qualifications and other criteria for Board membership approved by the Board of Directors, all facts and circumstances that the Nominating and Governance Committee deems appropriate or advisable, including, among other things, the skills of the proposed Director candidate, his or her availability, depth and breadth of business experience or other background characteristics, his or her independence and the needs of the Board of Directors. At a minimum, each candidate must have high personal and professional integrity, have demonstrated ability and judgment, and be effective, in conjunction with the other Directors and candidates, in collectively serving the long-term interests of the stockholders. In addition, the Nominating and Governance Committee will recommend that the Board select candidates for nomination to help ensure that a majority of the Board shall be independent in accordance with Nasdaq rules and that each of its Audit, Compensation and Nominating and Governance Committees shall be comprised entirely of independent Directors, subject to certain exceptions under the Nasdaq rules to such requirement. Although there is no specific policy regarding the consideration of diversity in identifying Director candidates, the Nominating and Governance Committee may consider whether the candidate, if elected, assists in achieving a mix of Board members that represents a diversity of background and experience. The Nominating and Governance Committee also may consider whether the candidate has direct experience in the biotechnology, pharmaceutical and/or life science research industries or in the markets in which the Company operates.

The Board’s Role in Risk Oversight

Risks to the Company are discussed by the Board of Directors during the year. Management is responsible for the day-to-day management of risks we face, while the Board, as a whole and through its committees, oversees risk management. The Board reviews and discusses with management our policies with respect to risk assessment and risk management, including in relation to legal, compliance and cybersecurity matters. As appropriate, the Board discusses with management, the Audit Committee, and our independent registered public accounting firm financial risks, including with respect to financial reporting and internal controls, and the steps management has taken to address such risks. Our Board also administers its risk oversight function through the required approval by the Board (or a committee of the Board) of significant transactions and other material decisions.

Risk Considerations in our Compensation Programs

The Compensation Committee periodically evaluates risks arising from our policies and practices for compensating employees, and has determined that such risks are not reasonably likely to have a material adverse effect on the Company.

Non-Employee Director Stock Ownership Guidelines

Our Board has implemented equity ownership guidelines with respect to our non-employee Directors. The ownership guidelines require each non-employee member of the Board of Directors, within five years from their initial election to the Board, to own shares of our Common Stock having a value of at least three times the value of the non-employee Director annual cash retainer. With respect to satisfying the guidelines, unvested awards of restricted stock units are included in the calculation while stock options are excluded. All of our non-employee Directors were in compliance with these equity ownership guidelines as of December 31, 2025.

CODE OF BUSINESS CONDUCT AND ETHICS

The Board of Directors has adopted a Code of Business Conduct and Ethics, which applies to all Directors, officers and employees of the Company and its subsidiaries including the Chief Executive Officer, the Chief Financial Officer, principal accounting officer, controller and any person performing similar functions. The Code of Business Conduct and Ethics is available on the Corporate Governance page in the Investor Relations section of our website at www.harvardbioscience.com. We intend to post any amendments to or waivers from our Code of Business Conduct and Ethics at this location on our website.

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE

At Harvard Bioscience, we are committed to enabling the discovery, safety and regulatory testing, and production of tomorrow’s therapeutics. We strive to be a trusted partner to our customers by supplying products and services that enable advances in life science research and drug development across the continuum from fundamental research, therapy discovery, pre-clinical regulatory safety pharmacology and toxicology testing, to bioproduction.

We believe that conducting our business in a socially, environmentally, and ethically responsible manner is important to our long-term success and the well-being of our stakeholders.

Environmental. We strive to minimize our environmental impact, including through more efficient energy and water usage, minimizing waste and emissions, and encouraging recycling. Consistent with these goals, our product development teams strive to minimize the use of hazardous substances in our products and services and address the issue of e-waste through initiatives such as the European Union’s directives on the Restriction of Hazardous Substances (RoHS) and the treatment of waste electrical and electronic equipment (WEEE). We also work closely with our suppliers to advance the responsible sourcing of materials such as conflict minerals and compliance with the European Union’s Registration, Evaluation, Authorization and Restriction of Chemicals (REACH) regulation to manage the use of chemical substances.

Social. We believe that providing our customers with products and services that enable the development, testing, and production of tomorrow’s therapeutics plays a fundamental role in improving the health and well-being of the global community. Consistent with our mission, many of our employees are highly trained scientists and engineers that bring a unique and innovative perspective to our teams. We also participate in equal employment opportunity outreach programs and in the SkillBridge program, which provides valuable opportunities for armed service members to transition to civilian employment. We strive to foster a culture that promotes fairness, respect, opportunity for all as well as the health, safety and well-being of our employees both in and out of the workplace.

Governance. We are focused on sound corporate governance. This includes a commitment to ethics and integrity, foundational values that we believe are key to our continued success. We have established a Code of Business Conduct and Ethics that applies across all levels of our business, including our Board of Directors, senior executives and all employees worldwide. We have also established a confidential ethics hotline that allows employees to report ethical or legal concerns. More information on our governance policies and procedures and our Code of Business Conduct and Ethics is available elsewhere in this proxy statement and the Investor Relations section of our website at www.harvardbioscience.com.

REPORT OF THE AUDIT COMMITTEE

The undersigned members of the Audit Committee of the Board of Directors of the Company submit this report in connection with the committee’s review of the financial reports of the Company for the fiscal year ended December 31, 2025 as follows:

The Audit Committee has reviewed and discussed with management the audited financial statements of the Company for the fiscal year ended December 31, 2025.

The Audit Committee has discussed with representatives of Grant Thornton LLP the matters required to be discussed with them by applicable requirements of the Public Company Accounting Oversight Board and the SEC.

The Audit Committee has received the written disclosures and the letter from the independent accountant required by the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with the independent accountant the independent accountant’s independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for filing with the Securities and Exchange Commission.

Submitted by the Audit Committee:

Robert Gagnon, Chair

Katherine A. Eade

Seth Benson

DIRECTOR COMPENSATION

Our Compensation Committee is responsible for making recommendations to our Board of Directors with respect to Board compensation, and our Board of Directors is responsible for approving such compensation. Our Compensation Committee periodically reviews our Board compensation to evaluate whether it remains competitive such that we are able to recruit and retain qualified Directors. We use a mix of cash and/or stock-based incentive compensation to attract and retain qualified candidates to serve on our Board. In setting Board compensation, the Board of Directors and the Compensation Committee consider the significant amount of time that Directors expend in fulfilling their duties to the Company as well as the skill level required by the Company of members of the Board.

Directors who are also employees of the Company receive no additional compensation for their service as Director. Non-employee Directors receive the compensation described below.

Annual Compensation of Non-Employee Directors

Annual Board and Committee Retainers

Each non-employee Director is entitled to receive an annual retainer award for service on the Board of Directors. The annual retainer includes an annual RSU retainer and an annual cash retainer.

The annual RSU retainer is granted on the fifth business day following each annual meeting of stockholders and vests in full (i) immediately prior to the Company’s next annual meeting; or (ii) one year from the date of grant, whichever is earlier, subject to the Director’s continued service through the applicable vesting date.

Each non-employee Director is entitled to receive cash retainers for Board and committee service. The Chair of each committee also receives a cash retainer in addition to the cash retainer received for service on the applicable committee. Board and committee retainers are paid quarterly in arrears.

The current annual RSU and cash retainer amounts for our non-employee directors are shown in the table below:

Role	Form of Retainer	Annual Retainer Value
Non-employee Director	RSUs	Such number of RSUs as would, on the date of grant, equal $100,000 in value

Lead Independent Director	Cash	$	35,000

Non-employee Director	Cash	$	35,000

Audit Committee chair	Cash	$	20,000
Audit Committee member	Cash	$	12,500

Compensation Committee chair	Cash	$	9,000
Compensation Committee member	Cash	$	9,000

Nominating and Governance Committee chair	Cash	$	6,500
Nominating and Governance Committee member	Cash	$	5,000

Expenses

In addition, non-employee Directors are reimbursed for reasonable out-of-pocket expenses incurred in connection with attendance at Board and committee meetings.

2025 Director Compensation Table

The following table presents the compensation provided to the non-employee Directors who served during the fiscal year ended December 31, 2025.

2025 Director Compensation Table
	Fees Earned or Paid		Stock Awards ($)		Option Awards ($)
Name	in Cash ($)			(1) (2)		(3)	Total ($)
Katherine A. Eade		112,250		44,600		-		156,850
Robert Gagnon		60,000		44,600		-		104,600
Seth Benson		51,750		44,600		-		96,350
Stephen DeNelsky		32,000		52,600		-		84,600
William Snider		-		86,600		-		86,600
Alan Edrick		20,375		-		-		20,375
Bertrand Loy		14,375		-		-		14,375
Thomas Loewald		15,750		-		-		15,750

(1)

Based on the aggregate grant date fair value computed in accordance with the provisions of FASB ASC 718, “Compensation—Stock Compensation.” Assumptions used in the calculation of this amount are included in Note 14 to the Company’s audited financial statements for the fiscal year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 13, 2026.

(2)	The aggregate number of unvested RSU awards outstanding at December 31, 2025, and held by the non-employee Directors were as follows: 11,000 awards for Mr. Benson; 11,000 awards for Mr. DeNelsky; 11,000 awards for Ms. Eade; 11,000 awards for Mr. Gagnon; and 11,000 awards for Mr. Snider.

(3)	The aggregate number of stock options outstanding at December 31, 2025, and held by the non-employee Directors were as follows:

Name	Aggregate Number of Stock Options Outstanding
Seth Benson		-
Stephen DeNelsky		-
Katherine A. Eade		8,760
Robert Gagnon		-
William Snider		-

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Our current executive officers are:

Name	Age	Position
John Duke	55	President and Chief Executive Officer
Mark Frost	63	Chief Financial Officer and Treasurer

Biographical information for Mr. Duke is provided above under the heading “Directors of Harvard Bioscience, Inc.”

Mr. Frost, age 63, joined the Company as a consultant in January 2025, was named Interim Chief Financial Officer and Treasurer as of May 12, 2025 and was appointed Chief Financial Officer in March 2026. From April 2021 to June 2024, Mr. Frost was Chief Financial Officer of Fathom (NYSE), a digital manufacturing company providing prototype and bridge production capability to accelerate new product development for Fortune 500 companies. From March 2018 to August 2020, Mr. Frost served as Chief Financial Officer for Argon Medical Devices, a medical devices company planning to go public in Hong Kong. Prior to Argon, Mr. Frost was Chief Financial Officer for three public Healthcare companies including Analogic (NASDAQ), AngioDynamics (NASDAQ) and AMRI (NASDAQ). Mr. Frost began his career with General Electric, where he held a variety of finance roles over the course of 14 years. Mr. Frost holds a B.A. in International Relations and Economics from Colgate University. He is also a graduate of the INSEAD Global Executive Program and GE Financial Management Program.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis, which should be read together with the executive compensation tables set forth below, provides information regarding our executive compensation program for our executive officers. Our executive officers during 2025, and who remain with the Company in 2026, were:

Name		Title
John Duke		President and Chief Executive Officer

Mark Frost		Chief Financial Officer and Treasurer

Objectives of Our Executive Compensation Programs

Our compensation programs for our executive officers are designed to achieve the following key objectives:

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attract and retain high performing and experienced executives;

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motivate and reward executives whose knowledge, skills and performance are deemed critical to our success;

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align the interests of our executives and stockholders by motivating executives to increase stockholder value and rewarding executives when stockholder value increases;

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foster a shared commitment among executives by coordinating their goals; and

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motivate our executives to manage our business to meet our short- and long-term objectives, and reward them for meeting these objectives, including growing our revenues, earnings per share, total market capitalization and share price.

Role and Authority of the Compensation Committee

The Compensation Committee oversees our executive compensation programs. In this role, the Compensation Committee reviews and approves the compensation of our executive officers. Additional information about the Compensation Committee, including its composition and responsibilities, can be found under the heading “Compensation Committee” above. The Compensation Committee’s practice has been to establish fiscal year base salaries, and to approve bonus programs and long-term incentive awards, on an annual basis. From time to time, the Compensation Committee makes other adjustments to individual compensation arrangements due to promotions, changes of responsibilities or other appropriate circumstances, and may delegate its authority to subcommittees as needed,.

Role of Independent Compensation Consultant

The Compensation Committee engages an independent compensation consultant to provide guidance with respect to the development and implementation of our compensation programs. The Compensation Committee utilizes input from its compensation consultant in determining the appropriate compensation, including base salary, bonus and equity grants, with respect to our named executive officers. The Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant for 2025.

FW Cook provides no services to the Company other than those performed on behalf of the Compensation Committee. The Compensation Committee considers the independence of its compensation consultant on an annual basis.

Role of Management

The Compensation Committee receives input from our Chief Executive Officer and other members of our senior management team with respect to compensation programs for our executives. The Compensation Committee also receives input from our Chief Executive Officer on the performance of our other executives and on compensation decisions for those executives. The Compensation Committee considers, but is not bound by and does not always accept, the recommendations of our Chief Executive Officer or the other members of our management team with respect to compensation matters. While our Chief Executive Officer and other members of our senior management team typically attend Compensation Committee meetings, the Compensation Committee regularly meets in executive session without management present. Our Chief Executive Officer is not present during voting or deliberations on his compensation. The Compensation Committee also makes compensation decisions with respect to our other executives without them present.

Bases for Our Compensation Policies and Decisions

As a general guideline, the Compensation Committee seeks to establish the target compensation of our executive officers at approximately the median of similarly situated executives, assuming that our Company meets the performance targets established for incentive-based programs. An individual executive’s target compensation may be higher or lower than this guideline based on his or her particular background, experience and performance, market factors, internal equity, and our Company’s financial position. These factors are weighed by the Compensation Committee in its judgment, and no one factor takes precedence over the others.

Compensation Practices

Our executive compensation practices include the following, each of which the Compensation Committee believes reinforces our executive compensation objectives:

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market comparison of executive compensation against a relevant peer group, as appropriate;

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use of an independent compensation consultant reporting directly to the Compensation Committee and providing no other services to the Company;

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double-trigger vesting for equity awards in the event of a change in control;

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limited perquisites;

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executive stock ownership guidelines;

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clawback provisions, including a Dodd-Frank compliant clawback policy applicable to our executive officers;

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anti-short selling, anti-margin and hedging policies; and

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an annual say-on-pay vote.

Compensation Elements

The elements of our executive compensation program include base salary, cash incentive bonuses, long-term equity incentive compensation, employment agreements and broad-based benefits programs. We have not adopted any formal guidelines for allocating total compensation between long-term and short-term compensation, cash compensation and non-cash compensation, or among different forms of non-cash compensation.

Base Salary

We pay our executive officers a base salary, which our Compensation Committee reviews and determines annually. We believe that a competitive base salary is a necessary element of any compensation program that is designed to attract and retain talented and experienced executives. We also believe that attractive base salaries can motivate and reward executives for their overall performance. Our Compensation Committee established the 2025 annualized base salary of each of our named executive officers as follows:

Executive	2025 Base Salary		2024 Base Salary		Change from Prior Year
John Duke	$	480,000	$	-		-
Mark Frost	$	320,000	$	-		-
James W. Green	$	480,000	$	600,000		-20.0	%
Jennifer Cote	$	247,200	$	309,000		-20.0	%

In view of the Company’s financial condition, Mr. Green’s base salary was reduced by twenty percent (20%) beginning in November 2024. Ms. Cote’s base salary was reduced by twenty percent (20%) beginning in October 2024. These reductions continued through the end of 2024.

Cash Incentive Bonuses

Our 2025 annual cash incentive bonus plan (the “2025 Annual Cash Incentive Plan”), was not approved by the Compensation Committee, because the Company’s financial performance did not satisfy the thresholds for payouts under the plan. The Annual Cash Incentive Plan was designed to encourage our executives to achieve predetermined corporate financial performance objectives. The 2025 Annual Cash Incentive Plan emphasized pay for performance and was intended to align executive compensation with the achievement of specified operating results.

	2025 Target Award
Executive	(% of Base Salary)
John Duke (1)		80	%
James W. Green(3)		-
Mark Frost(2)		60	%
Jennifer Cote(3)		-

(1)

Under Mr. Duke’s employment agreement, commencing with fiscal year 2026 and each fiscal year thereafter while his employment agreement is in effect, Mr. Duke shall be eligible to receive cash incentive compensation of up to eighty percent (80%) of his base salary. During 2025, Mr. Duke received a cash incentive bonus in the amount of $100,000 upon the Company’s repayment in full of the indebtedness due under the Company’s term loan.

(2)

Under Mr. Frost’s employment agreement, commencing with fiscal year 2026 and each fiscal year thereafter while his employment agreement is in effect, Mr. Frost shall be eligible to receive cash incentive compensation of up to sixty percent (60%) of his base salary. During 2025, Mr. Frost received a cash incentive bonus in the amount of $100,000 upon the Company’s repayment in full of the indebtedness due under the Company’s term loan.

(3)

The Compensation Committee evaluated our 2025 performance against goals and determined that neither Mr. Green nor Ms. Cote were eligible to receive a payment under the 2025 Annual Cash Incentive Plan.

Long-Term Equity Incentive Compensation

We typically grant long-term equity incentive awards in the form of time- and performance-based RSUs to executives as part of our total compensation package. These awards generally represent a significant portion of total executive compensation. We use long-term equity incentive awards to align the interests of our executives and our stockholders by providing our executives with strong incentives to increase stockholder value and a significant reward for doing so.

The long-term equity incentive awards for our named executive officers generally consist of the following two elements:

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Time-based RSUs, which serve as a retentive device and provide an interest in the value of the Company’s shares, because, even though they vest over time, they provide recipients with a certain equity interest, assuming continued employment. In addition to promoting retention, time-based RSUs further align executives’ interests with the interests of shareholders and provide a long-term ownership mentality as well as motivation to succeed in the long term.

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Market condition-based RSU’s, which provide an additional incentive for executive officers to create shareholder value. The vesting of the RSUs awarded in 2025 is linked to the achievement of a relative total shareholder return (“TSR”) of the Company’s common stock during the period from August 8, 2025 to July 30, 2028, measured relative to the Russell 2000 index, subject to the terms set forth in an award agreement.

The Compensation Committee’s decisions regarding the amount and type of long-term equity incentive compensation and relative weighting of these awards among total executive compensation have also been based on its understanding of market practices of our comparable companies and take into account additional factors such as level of individual responsibility, experience and performance. The vesting of our long-term equity incentive compensation is typically subject to continued employment with our Company, and in some instances, to acceleration in connection with certain termination events and a change-in-control.

For Mr. Duke, the time-based and performance-based RSUs each comprised 50% of the total 2025 long-term equity award value, based on the grant date fair market value of the award.

The Compensation Committee approved the following long-term equity incentive awards for our named executive officers in 2025:

Name	Award Value ($)		Number of Market Condition RSUs		Number of Time-based RSUs
John Duke		598,900		50,000		50,000
Mark Frost		35,210		-		10,000
James W. Green		-		-		-
Jennifer Cote		-		-		-

In 2025, Mr. Duke received an award of time-based RSUs that vest in three equal installments on each of August 8, 2026, 2027 and 2028.

In 2025, Mr. Frost received an award of time-based RSUs that vest on May 12, 2026.

In 2025, Mr. Duke received an award of market condition-based RSUs, the vesting of which was based on the relative TSR of our Common Stock as compared to companies in the Russell 2000 stock index during the period beginning on August 8, 2025 and ending on July 20, 2028 (the “Performance Period”). Based on the Company’s relative TSR over the Performance Period, none of the performance-based RSUs awarded to Mr. Duke vested based on 2025 performance. Mr. Frost did not receive an award of performance-based RSUs in 2025.

Vesting of both the market condition-based RSUs and time-based RSUs is subject to the executive’s continued employment with the Company on the applicable vesting date.

Broad-Based Benefits Programs

All full-time employees in the United States, including our named executive officers, may participate in our Employee Stock Purchase Plan and in our health and welfare benefit programs, including medical coverage, dental coverage, disability insurance, life insurance and our 401(k) plan. The 401(k) plan provides for matching contributions equal to 100% of each dollar contributed up to 1% of eligible compensation plus 50% of each additional 1% of eligible compensation up to 6% for a maximum matching contribution of 3.5%. We offer similar plans in certain foreign countries.

Executive Stock Ownership Guidelines

At the recommendation of our Compensation Committee, our Board of Directors has implemented executive stock ownership guidelines with respect to our named executive officers. The ownership guidelines require that, within five years from their initial appointment or designation as named executive officers, our named executive officers own our Common Stock with a market value equal to at least three times their respective annual base salary. With respect to satisfying such guidelines, stock options are excluded in the calculation while shares owned outright or beneficially owned (as defined under Rule 13d-3 of the Exchange Act), restricted shares, including shares granted but not vested, shares issuable upon the settlement of RSUs and shares acquired pursuant to our Employee Stock Purchase Plan are all included. The Compensation Committee monitors compliance with the stock ownership guidelines. Our named executive officers were in compliance with these guidelines as of December 31, 2025.

Clawbacks

The Company adopted a Dodd-Frank Clawback Policy on October 31, 2023 (the “Clawback Policy”) that complies with the SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act and related Nasdaq listing requirements. The Clawback Policy provides that, in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under federal securities laws, erroneously awarded incentive-based compensation received by current and former executive officers during the three completed fiscal years immediately preceding the date that the Company is required to prepare such accounting restatement shall be subject to recovery by the Company.

The Company’s right of recovery under the Clawback Policy is in addition to any other remedies or rights of recovery that may be available to the Company under applicable law or pursuant to other Company policies or agreements, including the clawback provision of the Company’s 2021 Incentive Plan, as may be amended from time to time (the “2021 Incentive Plan”). All awards under the 2021 Incentive Plan (including time- and performance-based awards) and any shares issued pursuant to such awards will be subject to recovery or “clawback” by the Company if and to the extent that the vesting of such awards was determined or calculated based on materially inaccurate financial statements or any other material inaccurate performance metric criteria; or if the Company or its subsidiaries terminate a grantee’s service relationship due to the grantee’s gross negligence or willful misconduct, or determine there are grounds for such a termination (whether or not such actions also constitute “cause” under an award agreement), any awards under the 2021 Incentive Plan, whether or not vested, as well as any shares of stock issued pursuant to awards under the 2021 Incentive Plan shall be subject to forfeiture, recovery and “clawback.” The 2021 Incentive Plan also provides that, if a participant has engaged in any detrimental activity (including noncompliance with restrictive covenants), as determined by the Compensation Committee, the Compensation Committee may, in its sole discretion, provide for cancellation of any or all of such participant’s outstanding awards (including time-and performance-based awards and/or forfeiture by the participant of any gain realized in respect of awards, and repayment of any such gain promptly to the Company.

The 2021 Incentive Plan also provides that, unless otherwise specifically provided in an award agreement, and to the extent permitted by applicable law, if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, the Compensation Committee may, without obtaining the approval or consent of the Company’s shareholders or of any participant, require that any participant who personally engaged in one of more acts of fraud or misconduct that have caused or partially caused the need for such restatement or any current or former chief executive officer, chief financial officer, or executive officer, regardless of their conduct, to reimburse the Company in a manner consistent with Section 409A of the Code, if the award constitutes “Non-Qualified Deferred Compensation,” for all or any portion of any awards granted or settled under the 2021 Incentive Plan, or the Compensation Committee may require the termination or rescission of, or the recapture associated with, any award, in excess of the amount the participant would have received under the accounting restatement.

Insider Trading Policy

The Company has adopted an Insider Trading Policy that includes procedures governing the purchase, sale and/or other disposition of our securities by directors, officers and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards. A copy of the Company’s Insider Trading Policy is filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on March 13, 2026.

Anti-Short Selling, Anti-Margin and Hedging Policies

The Company’s Insider Trading Policy explicitly prohibits directors, officers, employees, contractors and part-time and temporary workers in possession of material non-public information from (i) buying, selling, or otherwise transacting in Company’s securities, including common stock, options and any other securities that the Company may issue, such as preferred stock, notes, bonds and convertible securities, as well as derivative securities; and (ii) disclosing information to another individual for the purpose of enabling such individual to trade in the Company’s securities on the basis of such information. The Insider Trading Policy also explicitly prohibits directors, officers, employees, contractors and part-time and temporary workers, whether or not in possession of material non-public information, from (i) engaging in transactions designed to hedge or offset economic risks of owning the Company’s securities, including short sales of the Company’s securities and selling security futures related to the Company’s securities; (ii) trading in options or derivatives related to the Company’s securities; and (iii) and purchasing the Company’s securities on margin (i.e. borrowing money to fund the stock purchase) other than the cashless exercises of employee stock options.

Policies and Practices Related to the Timing of Certain Equity Awards

The Company has no formal policy with regard to the timing of equity awards in relation to the disclosure of material nonpublic information and the Board and Compensation Committee make no determinations as to the timing of such awards in relation to the disclosure of material nonpublic information. The Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

2025 SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation paid to or earned by (i) John Duke, our President and Chief Executive Officer during the year ended December 31, 2025, (ii) Mark Frost, our Chief Financial Officer and Treasurer during the year ended December 31, 2025, (iii) James Green, our former President and Chief Executive Officer during the year ended December 31, 2025 and 2024 and (iv) Jennifer Cote, our former Chief Financial Officer and Treasurer during the year ended December 31, 2025 and 2024.

Name and Principal	Year	Salary	Bonus	Stock Awards	Non-Equity Incentive Plan	All Other		Total
Position		($)	($)	($)(1)	($)(2)	($)		($)
John Duke	2025	203,077	100,000	598,900	-	3,231		905,208
President & Chief Executive Officer (4)	2024	-	-	-	-	-		-
Mark Frost	2025	201,846	100,000	35,210	-	6,462		343,518
Chief Financial Officer & Treasurer (5)	2024	-	-	-	-	-		-


James W. Green	2025	336,923	-	-	-	18,900	(3)	355,823
Former Chairman, President & Chief Executive Officer (6)	2024	513,431	-	1,800,000	-	23,145	(3)	2,336,576
Jennifer Cote	2025	118,846	-	-	-	4,160		123,006
Former Chief Financial Officer and Treasurer (7)	2024	293,654	-	300,000	-	8,947		602,601

(1)

During the year ended December 31, 2025, the Company granted service-based RSUs and market condition-based RSUs. During the year ended December 31, 2024, the Company granted service-based RSUs and performance-based RSUs (“PRSUs”). The value in the Stock Awards column represents the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The Stock Awards column includes PRSUs and market condition-based RSUs granted at target values. For additional information on the maximum amounts that could be earned if all metrics are achieved at the highest levels, see the Long-Term Equity Incentive Compensation section above. See Note 14 to the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2025 for a discussion of the assumptions used in valuation of stock awards. The number of shares earned pursuant to the PRSU awards can vary between 0% and 150% of the number of PRSUs awarded, depending on actual performance. The PRSU awards for 2024 comprise performance condition awards. The values shown for the 2024 performance condition awards assume target performance. The grant date fair value of the 2024 PRSU Awards, assuming maximum performance, would be $1,350,000 for Mr. Green and $225,000 for Ms. Cote. See Note 14 to the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2024 for a discussion of the assumptions used in valuation of stock awards.

(2)	No amounts were earned under the 2025 or 2024 annual cash incentive bonus plans.

(3)

Amounts shown for 2025 include $8,000 for personal usage of Company leased automobile and $10,900 in matching contributions made by the Company to Mr. Green’s tax-qualified 401(k) Savings Plan account. Amounts shown for 2024 include $12,000 for personal use of Company leased automobile and $11,145 in matching contributions made by the Company to Mr. Green’s tax-qualified 401(k) Savings Plan account.

(4)	Mr. Duke was appointed as our President and Chief Executive Officer effective July 28, 2025.

(5)	Mr. Frost was appointed as our Interim Chief Financial Officer and Treasurer effective May 13, 2025, and became Chief Financial Officer effective March 6, 2026.

(6)	Mr. Green resigned as our Chairman, President, and Chief Executive Officer effective August 15, 2025.

(7)	Ms. Cote resigned as our Chief Financial Officer and Treasurer effective May 16, 2025.

Employment Agreements

Chief Executive Officer

We have entered into an amended and restated employment agreement with Mr. John Duke, dated March 6, 2026. Pursuant to this agreement, Mr. Duke will receive an annual base salary of $515,000, subject to annual review beginning in 2027, and the term of Mr. Duke’s employment was extended until July 16, 2027. The term of Mr. Duke’s employment shall automatically be extended for two additional years following the end of the term then in effect, subject to terms in this agreement. In lieu of the annual bonus for fiscal year 2025, Mr. Duke earned a cash bonus in the gross amount of $100,000, less applicable deductions and withholdings, based on the successful refinancing of the Company’s credit facility. Mr. Duke is also eligible to receive annual cash incentive compensation of up to 80% of his base salary, payable upon meeting objectives as determined by the Board or a committee thereof, from time to time in their sole discretion. In fiscal year 2026, Mr. Duke shall be eligible to receive annual equity grants, in the sole discretion of the Board or a committee thereof. For 2026, the target equity grant awarded was 75,000 restricted stock units that will vest in three equal installments on March 20, 2027, 2028, and 2029, subject to the terms set forth in an award agreement. Mr. Duke is also eligible to participate in other incentive compensation plans as the Board of Directors or Compensation Committee shall provide for the Company’s senior executive officers.

Chief Financial Officer

We entered into an amended and restated employment agreement with Mr. Frost dated March 6, 2026, in connection with his appointment as our Chief Financial Officer. Under the agreement, Mr. Frost will receive an annual base salary of $375,000, subject to annual review beginning in 2027. The term of Mr. Frost’s employment shall automatically be extended for two additional years following the end of the term then in effect, subject to terms in this agreement. In fiscal year 2025, Mr. Frost earned a cash bonus in the gross amount of $100,000, less applicable deductions and withholdings, based on the successful refinancing of the Company’s credit facility. In fiscal year 2026, Mr. Frost shall be eligible to receive annual equity grants, in the sole discretion of the Board or a committee thereof. For 2026, the target equity grant award was 30,000 restricted stock units that will vest in three equal installments on March 20, 2027, 2028, and 2029, subject to the terms set forth in an award agreement. Mr. Frost is also eligible to participate in other incentive compensation plans as the Board of Directors or Compensation Committee shall provide for the Company’s senior executive officers.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END—2025

The following table sets forth information concerning the number and value of exercisable and unexercisable options to purchase Common Stock, and the number of time-based and performance-based RSUs held by the applicable named executive officers (“NEOs”) noted below as of December 31, 2025.

	Option Awards							Stock Awards
Named Executive Officers	Number of Securities Underlying Unexercised Options (#) Exerciseable		Number of Securities Underlying Unexercised Options (#) Unexerciseable		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units That Have Not Vested (#)			Market Value of Shares or Units That Have Not Vested ($)(1)		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 ($)(1)

John Duke		-		-		-			50,000	(2)		335,000		50,000	(3)		335,000

Mark Frost									10,000	(4)		67,000





James W. Green		-		-		-			-			-		10,143	(5)		67,959
		-		-		-			-			-		-			-

Jennifer Cote									-			-		-			-
									-			-		-			-

(1)	Based on a closing stock price of $6.70 per share on December 31, 2025, the last trading day of 2025.

(2)	These RSUs were granted on August 8, 2025 and, assuming continued employment with the Company, the unvested shares vest in equal installments on each of August 8, 2026, August 8, 2027 and August 8, 2028.

(3)

These performance-based RSUs were granted on August 8, 2025 subject to relative TSR vesting conditions. The RSUs will vest in full on July 30, 2028, and are linked to the achievement of a relative total shareholder return of the Company’s Common Stock from August 8, 2025 to the earlier of July 30, 2028 or the date of a change of control (measured relative to the companies in the Russell 2000 Index and based on the 20-day trading average beginning on the first day of the measurement period and ending on the last day of the measurement period). The target number of these RSUs that may be earned is noted above; the maximum amount is 150% of the amount reported.

(4)	These RSUs were granted on May 12, 2025 and, assuming continued employment with the Company, the unvested shares vest in full on May 12, 2026.

(5)

These performance-based RSUs were granted on March 5, 2024, and will vest based on the three year compound annual growth rate (“CAGR”) of the Company’s organic revenue, using the Company’s reported revenue for the year ended December 31, 2023 as the baseline, compared to the Company’s organic revenue for the year ending December 31, 2026. The RSUs will vest on March 19, 2027, subject to the Compensation Committee’s determination of final performance. The target number of RSUs that may be earned is shown above; the maximum amount is 150% of the amount shown.

Potential Payments upon Termination or Change-in-Control

The employment agreements with Mr. Duke and Mr. Frost require the Company to provide certain payments and benefits in the event of a termination of the executive’s employment by us without cause, by the executive for good reason, upon death or disability or in relation to a change-in-control. The events constituting cause, good reason and a change-in-control are specified in the respective agreement. Such benefits include, without limitation, accrued and unpaid base salary to the date of termination, accrued and unused vacation, and if to the extent required by law, any bonuses or other compensation actually earned for periods ended prior to the termination event. These employment agreements also provide change-in-control benefits and have customary best net/modified economic cutback provisions in relation to Section 280G of the Internal Revenue Code. In some instances, the executive’s receipt of such payments and other benefits in connection with such a termination is subject to the executive signing a general release of claims, as provided in the respective employment agreement.

Mr. Duke

If Mr. Duke’s employment is terminated due to death or disability, all unvested stock options and other stock-based equity awards shall immediately vest in full and become exercisable. We will also pay a cash lump sum equal to the value of his accrued and unpaid base salary, accrued and unused vacation, and if to the extent required by law, any bonuses or other compensation actually earned for the relevant periods (the “Accrued Obligations”). Additionally, we will pay Mr. Duke’s and his eligible dependents’ monthly COBRA premiums for up to twelve (12) months following the date of termination.

If Mr. Duke terminates his employment for good reason or if his employment is terminated by the Company without cause, the Company will pay him a cash lump sum equal to the value of his Accrued Obligations. Additionally, subject to the release of certain claims, Mr. Duke will receive cash payments in equal installments over a period of one year equal to the sum of (x) twelve (12) months of the his base salary rate at the date of termination, and (y) one hundred percent (100%) of his target annual bonus for the fiscal year in which the date of termination occurs (the “Severance Amount”). Upon the date of termination, (a) each unvested stock-based grant and award held by Mr. Duke that is a time-based RSU will vest pro rata such that an additional number of RSUs will vest equal to one-third (1/3) of the total number of RSUs granted pursuant to his RSU agreement multiplied by the number of full months elapsed from the most recent vesting date to the date of termination divided by twelve (12), and (b) for each performance-based RSU, the number of RSUs constituting the target award shall be adjusted by multiplying the then current number of RSUs constituting the target award effective immediately prior to the date of termination by the number of full months elapsed from the date of grant to the date of termination divided by thirty-six (36), and such as-adjusted number of RSUs shall continue to be eligible to vest in accordance with the vesting schedule set forth in the RSU grant notice and the RSU agreement. We will also pay Mr. Duke’s and his eligible dependents’ monthly COBRA premiums for up to twelve (12) months following the date of termination.

If Mr. Duke resigns other than for good reason or the Company terminates his employment for cause, we will pay him for his Accrued Obligations.

If Mr. Duke terminates his employment for good reason or if his employment is terminated by the Company without cause in connection with a change-in-control, the Company will pay (i) a cash lump sum to Mr. Duke equal to the Severance Amount and (ii) Mr. Duke’s and his eligible dependents’ monthly COBRA premium for up to twelve (12) months following the date of termination. Upon the later of the date of termination or effective date of the change in control, all stock-based awards granted to Mr. Duke by the Company shall immediately accelerate and become exercisable or non-forfeitable.

Mr. Frost

If Mr. Frost’s employment is terminated due to death or disability, all unvested stock options and other stock-based equity awards shall immediately vest in full and become exercisable. We will also pay a cash lump sum equal to the value of his Accrued Obligations. Additionally, we will pay for the value of his COBRA premiums for a period of twelve (12) months following such termination that may be used by the executive or his spouse and dependents, as applicable, to pay for health insurance coverage that is substantially similar to the coverage the executive and his eligible dependents received prior to the termination.

If Mr. Frost terminates his employment for good reason or if his employment is terminated by the Company without cause, the Company will pay a cash lump sum equal to the value of his Accrued Obligations. Additionally, subject to the release of certain claims, Mr. Frost will receive cash payments in equal installments over a period of one year equal to the Severance Amount. Upon the date of termination, (a) each unvested stock-based grant and award held by Mr. Frost that is a time-based RSU will vest pro rata such that an additional number of RSUs will vest equal to one-third (1/3) of the total number of RSUs granted pursuant to his RSU agreement multiplied by the number of full months elapsed from the most recent vesting date to the date of termination divided by twelve (12), and (b) for each performance-based RSU, the number of RSUs constituting the target award shall be adjusted by multiplying the then current number of RSUs constituting the target award effective immediately prior to the date of termination by the number of full months elapsed from the date of grant to the date of termination divided by thirty-six (36), and such as-adjusted number of RSUs shall continue to be eligible to vest in accordance with the vesting schedule set forth in the RSU grant notice and the RSU agreement. We will also pay Mr. Frost’s and his eligible dependents’ monthly COBRA premium for up to twelve (12) months following the date of termination.

If Mr. Frost resigns other than for good reason or the Company terminates his employment for cause, we will pay him for his Accrued Obligations.

If Mr. Frost terminates his employment for good reason or if his employment is terminated by the Company without cause in connection with a change-in-control, the Company will pay (i) a cash lump sum to Mr. Frost equal to the Severance Amount and (ii) Mr. Frost’s and his eligible dependents’ monthly COBRA premiums for up to twelve (12) months following the date of termination. Upon the later of the date of termination or effective date of the change in control, all stock-based awards granted to Mr. Frost by the Company shall immediately accelerate and become exercisable or non-forfeitable.

PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance of the Company. For further information about how we align executive compensation with the Company’s performance, please refer to the Compensation Discussion and Analysis, above. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our named executive officers including with respect to RSUs and PRSUs.

The following table sets forth the compensation for our principal executive officer and the average compensation for certain of our other named executive officers, each as reported in the Summary Compensation Table and with certain adjustments to reflect Compensation Actually Paid as defined under the SEC rules. The table also provides information with respect to cumulative TSR and net loss.

Pay Versus Performance
(a)	(b1)		(b2)		(c1)		(c2)			(d)		(e)		(f)		(h)
Year	Summary compensation table total for PEO		Summary compensation table total for PEO		Compensation actually paid to PEO		Compensation actually paid to PEO			Average summary compensation table total for non-PEO named executives		Average compensation actually paid to non-PEO named executive officers		Value of initial fixed $100 investment based on total shareholder return		Net Loss (in thousands)
2025	$	905,208	$	355,823	$	2,279,108	$	97,166		$	343,518	$	445,728	$	9.50	$	(56,700	)
2024	$	-	$	2,336,576	$	-	$	(2,039,133	)	$	602,601	$	186,797	$	29.93	$	(12,405	)
2023	$	-	$	2,392,240	$	-	$	7,219,371		$	571,272	$	891,006	$	75.89	$	(3,415	)

Pay Versus Performance

(1)

The dollar amounts reported in columns (b1) and (b2) are the amounts of total compensation reported for Mr. Duke and Mr. Green (our Principal Executive Officer and Former Principal Executive Officer), respectively, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Summary Compensation Table.”

(2)

The dollar amounts reported in columns (c1) and (c2) represent the amount of “compensation actually paid” to our Principal Executive Officer and Former Principal Executive Officer, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our Principal Executive Officer and Former Principal Executive Officer during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to our Principal Executive Officer’s and our former Principal Executive Officer’s total compensation for each year to determine the compensation actually paid:

(a)	(b)			(c)			(d)		(e)			(f)
	PEO Stock Award Adjustments
Year	Amounts reported in “Stock Awards” column in SCT			Awards forfeited during year using prior year-end values			Year-end fair value of awards granted during covered fiscal year that were outstanding and unvested at year-end		Year-over-year change in fair value at year-end of awards granted in prior fiscal years that were outstanding and unvested at year-end			Change as of vesting date (from end of prior fiscal year) in fair value of awards granted in prior fiscal years for which all applicable vesting conditions were satisfied during covered fiscal year
2025		598,900			-			775,000		-			-
2024		(1,800,000	)		(782,064	)		906,443		(2,126,986	)		(573,102	)
2023		(1,772,760	)		-			3,470,396		624,933			2,504,562

(3)

The dollar amounts reported in column (d) represent the average of the amounts reported for our named executive officers as a group (excluding our Principal Executive Officer) in the “Total” column of the Summary Compensation Table in each applicable year. The named executive officer included for purposes of calculating the average amounts in each applicable year was, for fiscal year 2022, Mr. Michael Rossi and Mr. Kenneth Olson, and for fiscal years 2023 and 2024, Ms. Cote (the “Other NEOs”).

(4)

The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Other NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Other NEOs (excluding our Principal Executive Officer) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Other NEOs for each year to determine the compensation actually paid, using the same methodology described above in Note 2.

(a)	(b)			(c)		(d)		(e)			(f)
Non-PEO Named Executice Officers Stock Award Adjustments
Year	Amounts reported in “Stock Awards” column in SCT			Awards forfeited during year using prior year-end values		Year-end fair value of awards granted during covered fiscal year that were outstanding and unvested at year-end		Year-over-year change in fair value at year-end of awards granted in prior fiscal years that were outstanding and unvested at year-end			Change as of vesting date (from end of prior fiscal year) in fair value of awards granted in prior fiscal years for which all applicable vesting conditions were satisfied during covered fiscal year
2025		35,210			-		67,000		-			-
2024		(300,000	)		-		151,076		(161,974	)		(104,906	)
2023		(210,000	)		-		424,134		28,821			76,779

(5)	Total shareholder return in column (f) assumes $100 was invested in our Common Shares on December 31, 2021.

Analysis of the Information Presented in the Pay Versus Performance Table

As described in more detail under Compensation Discussion and Analysis, above, a significant portion of our Principal Executive Officer’s compensation is linked directly to our Company’s financial and stock price performance. As reflected in columns (c) and (f) of the Pay Versus Performance table, the year-over-year changes in the compensation actually paid to our Principal Executive Officer were driven primarily by the year-over-year changes in our Company’s stock price and the impact of those stock price changes on the value of his unvested and outstanding equity awards. For 2025, the compensation actually paid to our Principal Executive Officer reflects the substantial year-over-year decrease in the Company’s stock price from 2023 to 2024, and for 2023, the compensation actually paid to our Principal Executive Officer reflects the year-over-year stock price increase over the prior year period. These amounts reflect the alignment between the compensation of our Principal Executive Officer with the interests of our shareholders. The compensation actually paid to our Other NEOs follows a similar trend.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our outstanding Common Stock as of April 7, 2026 by: (i) all persons known by us to own beneficially more than 5% of our Common Stock; (ii) each of our Directors and nominees for Director; (iii) each of the named executive officers; and (iv) all of our Directors and executive officers as a group.

The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC and includes voting or investment power with respect to securities. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power and includes any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days after April 7, 2026 through the exercise of any warrant, stock option or other right. The inclusion in this proxy statement of such shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of such shares. Common stock subject to options currently exercisable, or exercisable within 60 days after April 7, 2026 are deemed outstanding for the purpose of computing the percentage ownership of the person holding those options but are not deemed outstanding for computing the percentage ownership of any other person.

Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares of Common Stock, except to the extent spouses share authority under community property laws.

	Common Stock Beneficially Owned
Name and Address of Beneficial Owner	Shares	Percent⁽¹⁾
*Greater than 5% Holders*
Entities affiliated with William Snider⁽²⁾	846,000	15.79	%
Leviticus Partners, L.P. / AHM Equity, LLC.⁽³⁾	340,160	7.54	%
32 Old Mill Road
Great Neck, NY 11023

Weber Capital Management, LLC⁽⁴⁾	320,038	7.10	%
580 California Street, Suite 1663
San Francisco, CA 94104


*Non-Employee Directors⁽¹¹⁾***
Seth Benson⁽⁵⁾	11,000	*
Stephen DeNelsky⁽⁶⁾	10,000	*
Robert Gagnon⁽⁵⁾	11,000	*
William Snider⁽²⁾	846,000	15.79	%
Katherine A. Eade⁽⁷⁾	50,872	1.12	%

*Named Executive Officers⁽¹¹⁾***
John Duke⁽⁸⁾	5,000	*
Mark Frost⁽⁹⁾	17,500	*
James Green	207,756	4.61	%
Jennifer Cote	8,541	*
All Current Directors and Executive Officers, as a group (7 persons)⁽¹⁰⁾	951,372	17.03	%

(1) Based on 4,510,217 shares outstanding on April 7, 2026, together with any applicable options, restricted stock units and warrants for each stockholder.

(2) Based on information known to us and a Schedule 13D filed by BroadOak Income Fund, L.P. with the SEC on March 23, 2026, includes 750,000 shares that are issuable to BroadOak Income Fund, L.P. upon conversion of an outstanding term loan, 15,000 shares issuable to BroadOak Fund VI, L.P. upon the exercise of warrants within 60 days of April 7, 2026, 60,000 shares issuable to BroadOak Income Fund, L.P. upon the exercise of warrants within 60 days of April 7, 2026 and 21,000 shares of common stock directly owned by William Snider. Mr. Snider is Manager of BroadOak Income Fund, L.P. and BroadOak Fund VI, L.P. The address of Mr. Snider and entities affiliated with him is 4800 Montgomery Lane, Suite 320, Bethesda, MD 20814.

(3) This information is based solely upon a Schedule 13G/A filed by Leviticus Partners, L.P. with the SEC on February 12, 2026, reporting sole voting and dispositive power of 340,160 shares.

(4) This information is based solely upon a Schedule 13G/A filed by Weber Capital Management, LLC with the SEC on May 8, 2025, reporting sole voting and dispositive power of 320,038 shares.

(5) Includes 11,000 RSUs that fully vest on the earlier to occur of (i) the date of the Issuer's next Annual Meeting of Stockholders after July 16, 2025, immediately prior to the commencement of such meeting, and (ii) July 16, 2026.

(6) Includes 10,000 shares of common stock.

(7) Includes 31,112 shares of common stock, options to acquire 8,760 shares that are exercisable within 60 days after April 7, 2026 and 11,000 RSUs that fully vest on the earlier to occur of (i) the date of the Issuer's next Annual Meeting of Stockholders after July 16, 2025, immediately prior to the commencement of such meeting, and (ii) July 16, 2026.

(8) Includes 5,000 shares of common stock.

(9) Includes 7,500 shares of common stock and 10,000 RSUs that will fully vest within 60 days after April 7, 2026.

(10) Includes (i) 74,612 shares of common stock of common stock directly owned by current directors and executive officers listed in the above table, (ii) 126,760 shares of common stock underlying outstanding stock options and warrants exercisable within 60 days of April 7, 2026, and RSUs that may vest within 60 days of April 7, 2026 and (iii) 750,000 shares of common stock that are issuable upon conversion of an outstanding term loan.

(11) The address for all directors and named executive officers is c/o Harvard Bioscience, Inc., 84 October Hill Road, Holliston, Massachusetts 01746 unless otherwise indicated.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information as of December 31, 2025 concerning the number of shares of Common Stock issuable under our existing equity compensation plans.

Number of Securities

Weighted

Remaining Available

Number of Securities to

Average Exercise

For Future Issuance

be Issued Upon Exercise

Price of

Under Equity

of Outstanding Options,

Outstanding

Compensation Plans

Restricted Stock Units,

Options, Warrants,

(Excluding Securities

Plan Category

Warrants and Rights

And Rights

Reflected In Column (a))

(a)

(b)

(c)

Equity compensation plans approved by security holders (1)

243,238

34.00

646,523

Equity compensation plans not approved by security holders

0.00

Total

243,238

646,523

(1)	Consists of the 2021 Incentive Plan and the Harvard Bioscience, Inc. Employee Stock Purchase Plan (as amended, the “ESPP”). Number of securities in column (a) for plans approved by stockholders consists of 16,401 outstanding stock options and 226,837 RSUs.

(2)	Represents 646,520 shares available for future issuance under the 2021 Incentive Plan and 3 shares available for future issuance under the ESPP.

TRANSACTIONS WITH RELATED PERSONS

The Audit Committee charter sets forth the standards, policies and procedures that we follow for the review, approval or ratification of any related person transaction that we are required to report pursuant to Item 404(a) of Regulation S-K promulgated by the SEC. Pursuant to the Audit Committee charter, the Audit Committee reviews these related person transactions on an ongoing basis and the approval of the Audit Committee is required for all such transactions. The Audit Committee relies on management to identify related person transactions and bring them to the attention of the Audit Committee.

Since the fiscal year beginning January 1, 2024, we were not a participant in any related person transactions that required disclosure under this heading, other than as follows:

As previously disclosed, on December 17, 2025, we, as borrower, entered into a Loan and Security Agreement (the “Loan Agreement”) with certain financial institutions party thereto as lenders (the “Lenders”), including but not limited to BroadOak Income Fund and BroadOak Fund VI, and with BroadOak Income Fund as the administrative agent and collateral agent (in such capacity, the “Administrative Agent”). William Snider is a partner of BroadOak Capital Partners, and manager of BroadOak Income Fund and BroadOak Fund VI, and joined our Board of Directors in connection with the entry into the Loan Agreement. The Loan Agreement provides for the following term loans: (i) a term loan in an aggregate principal amount of $10.0 million (the “Term A Loan”), (ii) a term loan in an aggregate principal amount of $22.5 million (the “Term B Loan”) and (iii) a term loan in an aggregate principal amount of $7.5 million (the “Term C Loan” and, together with the Term A Loan and Term B Loan, the “Term Loans”). The Term A Loan and Term B Loan are senior secured obligations maturing on December 17, 2029 (the “Maturity Date”). Commencing December 31, 2027 (the “Amortization Date”), we are required to make quarterly principal amortization payments on the Term A Loan and Term B Loan. The Amortization Date and Maturity Date may be extended by one year if we achieve a certain adjusted EBITDA milestone. The Term C Loan is a senior secured convertible term loan maturing on the Maturity Date that is convertible, together with accrued and unpaid interest, into Common Stock at a conversion price of $10.00 per share from January 2, 2026 until the maturity of the Term Loans. The conversion right may be exercised at the Lenders’ option, or automatically if the share price of the Common Stock exceeds $15.00 per share for thirty consecutive trading days. We may not prepay the Term C Loan prior to maturity, except in the event of a repayment in full of all of the Term Loans or a change of control involving us, in which case the Lenders may elect whether to convert their Term C Loans into Common Stock or to be repaid in full in cash. The proceeds of the Term Loans were used to repay all obligations under our prior credit facility for which Citizens Bank, N.A. served as administrative agent, to pay transaction fees and expenses and for working capital and other general corporate purposes.

The Term Loans will bear interest at a per annum rate equal to the greater of (i) 12.80% from the date of the Loan Agreement through the Loan Agreement’s second anniversary, then 12.50% thereafter and (ii) the prime rate detailed in the Loan Agreement plus 5.25%. Interest on the Term Loans is payable in cash in arrears on the last calendar day of each month; however, at our option, interest on the Term C Loans may be payable in kind. If any portion of the Term Loans are prepaid prior to maturity, we will be required to pay a prepayment premium in an amount equal to (a) 3.00% of the principal amount of such prepaid Term Loans if such prepayment occurs on or before the first anniversary of the closing of the transaction, (b) 2.00% of the principal amount of such prepaid Term Loans if such prepayment occurs after the first anniversary but on or prior to the second anniversary of the closing of the transaction, (c) 1.00% of the principal amount of such prepaid Term Loans if such prepayment occurs after the second anniversary but on or prior to the third anniversary of the closing of the transaction and (d) 0.00% thereafter. However, no prepayment premium will be payable with respect to any Term A Loans prepaid before March 31, 2027. Additionally, an exit fee of 10.00% will be payable on any Term Loan amounts that are prepaid or repaid, including at maturity, except that no exit fee will be payable with respect to any Term C Loans that convert into Common Stock.

DELINQUENT SECTION 16(A) REPORTS

Our executive officers, Directors and beneficial owners of more than 10% of our Common Stock are required under Section 16(a) of the Exchange Act to file reports of ownership and changes in ownership with the SEC. Copies of those reports must also be furnished to us.

Based solely on a review of the copies of the reports furnished to us, and written representations from certain reporting persons that no other reports were required, we believe that during the year ended December 31, 2025, the reporting persons complied on a timely basis with all Section 16(a) filing requirements applicable to them, except for the following instances: Mr. Benson’s Form 4 filed on July 25, 2025, Mr. DeNelsky’s Form 3 and Form 4 filed on October 7, 2025 and Mr. Snider’s Form 3 and Form 4 filed on December 30, 2025.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Stockholders and other interested parties wishing to communicate with the Board of Directors may do so by sending a written communication to any Director at the following address: Harvard Bioscience, Inc., 84 October Hill Road, Holliston, Massachusetts 01746. The mailing envelope should contain a notation indicating that the enclosed letter is a “Board Communication.” All such letters should clearly state whether the intended recipients are all members of the Board of Directors or certain specified individual Directors. Our Secretary or his or her designee will make a copy of any such communication so received and promptly forward it to the Director or Directors to whom it is addressed.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The following table presents fees for professional services provided by Grant Thornton LLP for the audits of the Company’s annual consolidated financial statements for the last two fiscal years, in each of the following categories is as set forth in the table below.

	2025		2024
Audit Fees (1)	$	1,218,892	$	1,587,708
Audit Related Fees		-		-
Tax Fees (2)		3,569		5,478
All Other Fees (3)		33,684		-
Total Fees	$	1,256,145	$	1,593,186

(1)	Audit Fees included fees billed or expected to be billed for professional services associated with the annual audit of our consolidated financial statements and internal controls over financial reporting and the reviews of our quarterly reports on Form 10-Q.

(2)	Tax Fees included domestic and international tax compliance, tax advice and tax planning.

(3)	All Other Fees includes fees billed related to a registration statement on Form S-3 filed in 2025.

All of the services performed in the year ended December 31, 2025 were pre-approved by the Audit Committee. It is the Audit Committee’s policy to pre-approve all audit and permitted non-audit services to be provided to us by the independent registered public accounting firm. The Audit Committee’s authority to pre-approve non-audit services may be delegated to one or more members of the Audit Committee, who shall present all decisions to pre-approve an activity to the full Audit Committee at its first meeting following such decision. The Audit Committee has delegated this pre-approval authority for non-audit services to the Audit Committee Chair. In addition, the Audit Committee has considered whether the provision of the non-audit services above is compatible with maintaining the independent registered public accounting firm’s independence.

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

The Audit Committee of the Board of Directors has appointed Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Grant Thornton LLP has served as our independent registered public accounting firm since 2017. The Audit Committee is responsible for the appointment, retention, termination, compensation and oversight of the work of our independent registered public accounting firm. To execute this responsibility, the Audit Committee annually evaluates the independent auditor’s qualifications, performance and independence and whether the independent registered public accounting firm should be rotated, and considers the advisability and potential impact of selecting a different independent registered public accounting firm.

The Board is submitting the appointment of Grant Thornton LLP to our stockholders for ratification because we value the views of our stockholders. In the event that our stockholders fail to ratify the appointment of Grant Thornton LLP, the Audit Committee will reconsider the appointment of Grant Thornton LLP. Even if the appointment is ratified, the ratification is not binding and the Audit Committee may in its discretion select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

A representative of Grant Thornton LLP is expected to be present virtually at the Annual Meeting. He or she will have an opportunity to make a statement, if he or she desires to do so, and will be available to respond to appropriate questions.

Vote Required

The affirmative vote of a majority of the votes cast by holders of shares of Common Stock present or represented by proxy and entitled to vote on the matter at the Annual Meeting is required for the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.

PROPOSAL 3

ADVISORY VOTE ON THE COMPENSATION OF

OUR NAMED EXECUTIVE OFFICERS

Background

We are seeking an advisory vote from our stockholders, as required under Section 951 of the Dodd-Frank Act, to approve our named executive officer compensation, as set forth below. The Compensation Committee and Board of Directors welcome our stockholders’ views on this subject, and will carefully consider the outcome of this vote consistent with the best interests of all stockholders. As an advisory vote, however, the outcome is not binding on us or the Compensation Committee or the Board of Directors. At the 2023 Annual Meeting of Shareholders, our stockholders voted to hold advisory votes on an annual basis, and the Board of Directors subsequently adopted a resolution providing for such an annual vote.

Our executive compensation program is designed to attract and retain high performing and experienced executives; motivate and reward executives whose knowledge, skills and performance are critical to our success; align the interests of our executives and stockholders by motivating executives to increase stockholder value and rewarding executives when stockholder value increases; foster a shared commitment among executives by coordinating their goals; and motivate our executives to manage our business to meet our short and long-term objectives, and reward them for meeting these objectives. Please refer to the “Compensation Discussion and Analysis” section of this proxy statement for additional details about our executive compensation programs, including information about the fiscal year 2025 compensation of our named executive officers. Specifically, we are seeking a vote on the following resolution:

RESOLVED, that the stockholders approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the Company’s proxy statement for the 2026 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K.

Vote Required

The affirmative vote of a majority of the votes cast by holders of shares of Common Stock present or represented by proxy and entitled to vote on the matter at the Annual Meeting is required for the approval of the resolution to approve the compensation of our named executive officers.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

PROPOSAL 4

APPROVAL OF AN AMENDMENT OF THE HARVARD BIOSCIENCE INC., EMPLOYEE STOCK PURCHASE PLAN

The Board of Directors is requesting that our stockholders vote in favor of amending the ESPP to add 120,000 shares under the ESPP to increase the number of authorized shares available for issuance thereunder (the “ESPP Amendment”). The ESPP is intended to constitute an “employee stock purchase plan” within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended (the “Code”). The primary purpose of the ESPP is to provide employees with the tax-qualified opportunity to acquire an ownership stake in the Company through participation in a payroll deduction-based employee stock purchase plan. The Company believes that by increasing the total number of authorized shares for issuance under the ESPP, it can retain our employees with a market-competitive benefit. The following summary of the ESPP is qualified in its entirety by reference to the actual text of the ESPP, as proposed to be amended, as set forth on Annex A. Stockholders are urged to read the text of the ESPP, as proposed to be amended, set forth on Annex A to this Proxy Statement and incorporated herein by reference.

Total Shares Authorized to Date Under ESPP	190,000
Shares Issued Through December 31, 2025 Under ESPP	189,997
Estimated Shares Available Under the ESPP as of December 31, 2025 (a)	3
Additional Shares Requested Under this Amendment (b)	120,000
Common Stock Outstanding as of the Record Date ( c)	4,510,217
ESPP Shares as a Percentage of Common Stock Outstanding (a+b+c)/c	2.59	%

Background on ESPP

The ESPP was adopted by the Board of Directors on October 26, 2000 and was approved by the Company’s stockholders in November 2000. As of December 31, 2025, approximately 231 employees were eligible to participate in the ESPP.

Under the ESPP, participating employees can authorize the Company to withhold a portion of their base pay during consecutive six-month payment periods for the purchase of shares of the Company’s Common Stock. At the conclusion of the period, participating employees can purchase shares of the Company’s Common Stock at a price that is not less than 85% of the lower of the fair market value of the Company’s Common Stock at the beginning or end of the period. Shares are issued under the plan for the six-month periods ending June 30 and December 31.

Key Terms

Enrollment and Participation

The first offering under the ESPP commenced on January 1, 2001 and ended on June 30, 2001. Subsequent offering periods commenced on each January 1 and July 1 thereafter and will have a duration of six months. Generally, all employees of the Company and certain U.S. and U.K. subsidiaries who are customarily employed for more than 20 hours per week as of the first day of the applicable offering period are eligible to participate in the ESPP. Any employee who owns or is deemed to own shares of stock representing in excess of 5% of the combined voting power of all classes of the Company’s stock may not participate in the ESPP.

During each offering, an employee may purchase shares under the ESPP by authorizing payroll deductions of up to 10% of his or her base pay during the offering period. Unless the employee has previously withdrawn from the offering, his or her accumulated payroll deductions will be used to purchase shares of the Company’s Common Stock on the last business day of the offering period at a price that is not less than 85% of the fair market value of the Company’s Common Stock on the first or last day of the offering period, whichever is lower. In accordance with applicable tax rules, an employee may purchase no more than $25,000 worth of the Company’s Common Stock in any calendar year under the ESPP.

Transferability

The rights under the ESPP are not transferable by participating employee other than by will or the laws of descent and distribution, and are exercisable during the employee’s lifetime only by the employee.

Withdrawal

An employee may withdraw from participation in the ESPP by delivering a written notice of withdrawal to his or her designated payroll personnel. The employee’s withdrawal will be effective as of the next business day. Following an employee’s withdrawal, the Company will promptly refund to him or her, the entire account balance under the ESPP. Partial withdrawals are not permitted.

Administration

The ESPP is administered by the Company’s Compensation Committee.

Amendment and Termination of the Plan

The Board of Directors may at any time, and from time to time, amend the ESPP in any respect, except that without the approval, within 12 months of such Board action, by the stockholders, no amendment shall be made increasing the number of shares approved for the ESPP or making any other change that would require stockholder approval in order for the ESPP to qualify as a “employee stock purchase plan” under Section 423(b) of the Code.

The Board of Directors may also terminate the ESPP at any time.

U.S. Federal Tax Consequences

The following summary is intended only as a general guide as to the United States federal income tax consequences under current law of participation in the ESPP and does not attempt to describe all possible federal or other tax consequences of such participation. Furthermore, the tax consequences are complex and subject to change, and a taxpayer’s particular situation may be such that some variation of the described rules is applicable. This summary assumes that the exercise of a purchase right under the ESPP constitutes an exercise pursuant to an “employee stock purchase plan” under Section 423(b) of the Code.

Purchase Rights. Generally, there are no tax consequences to an employee either becoming a participant in the ESPP or purchasing shares under the ESPP. The tax consequences of a disposition of shares vary depending on the period such stock is held before its disposition. If a participant disposes of shares within two years of the offering date, or within one year after the transfer of the purchased shares to the ESPP participant (a “disqualifying disposition”), the participant recognizes ordinary income in the year of such disqualifying disposition in an amount equal to the gain on the sale, i.e. the excess of the amount received on the shares over the purchase price. ESPP stock issued at a discount is also taxed as ordinary income on the disposition of the stock.

If the participant disposes of shares more than two years after the granting of the option or more than one year after the transfer of the purchased shares to the participant, or the participant dies while holding shares (whether or not within such periods) the participant recognizes ordinary income in the year of disposition or death in an amount equal to the lesser of (1) the excess of the fair market value of the shares on the date of disposition or death over the purchase price, or (2) the excess of the fair market value of the shares on the offering date over the purchase price. For this purpose, if the purchase price cannot be determined at the date of the option grant, then the purchase price is determined as though the option were exercised when granted. Any additional gain recognized by the participant on the disposition of the shares is a capital gain. If the fair market value of the shares on the date of disposition is less than the purchase price (as so determined), there is no ordinary income and the loss recognized is a capital loss.

If the participant disposes of the shares in a disqualifying disposition, the Company is entitled to a deduction equal to the amount of ordinary income recognized by the participant as a result, subject to the Section 162(m) Deduction Limit discussed below. In all other cases, no deduction is allowed the Company.

Section 162(m) Deduction Limit. Section 162(m) of the Code limits the deduction allowed to a publicly-held employer for the applicable remuneration of a “covered employee” to the extent that the amount of such remuneration for the taxable year for such employee exceeds $1 million. Employees covered by this limitation are each individual who was at any time during the taxable year either the principal executive officer or the principal financial officer, among the three highest compensated officers for the taxable year (other than the principal executive officer or principal financial officer), or was a “covered employee” for such employer (or any predecessor) in any preceding taxable year beginning after 2016 (each a “Covered Employee”). Income to a Covered Employee resulting from the disqualifying disposition of shares acquired upon exercise of purchase rights under the ESPP is subject to the Deduction Limit under Section 162(m) of the Code.

New Plan Benefits

The amounts of future purchases under the ESPP are not determinable because participation is voluntary, participation levels depend on each participant’s elections and the restrictions of Code Section 423 and the ESPP, and the per-share purchase price depends on the future value of our common stock. No purchases have been made with respect to the additional shares to be reserved for issuance under the ESPP.

Vote Required

The affirmative vote of a majority of the votes cast by holders of shares of Common Stock present or represented by proxy and entitled to vote on the matter at the Annual Meeting is required for the approval of the Amendment of our Employee Stock Purchase Plan.

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENT OF THE EMPLOYEE STOCK PURCHASE PLAN.

PROPOSAL 5

APPROVAL OF THE AMENDED AND RESTATED HARVARD BIOSCIENCE, INC. 2021 INCENTIVE PLAN

Equity awards are the principal vehicle by which we provide long-term compensation, align the financial incentives or our directors and employees with our stockholders, and assist in the recruitment, retention, and motivation of key personnel.

An adequate reserve of shares available for issuance under the Company’s equity incentive plans is necessary to enable the Company to attract, motivate, and retain key employees, directors, advisors to and consultants of the Company. The Board believes that the number of shares currently available under the Company’s 2021 Incentive Plan does not allow for a sufficient number of shares to adequately provide for future awards.

On March 31, 2026, the Board of Directors adopted, subject to stockholder approval, an amendment to and restatement of the 2021 Incentive Plan (the “Amended and Restated 2021 Incentive Plan”) that would increase the number of shares of common stock reserved for issuance under the 2021 Incentive Plan by 400,000 shares. The 2021 Incentive Plan reserves for issuance 220,000 shares, plus the number of shares that were available for grant under the Harvard Bioscience, Inc. Fourth Amended and Restated 2000 Stock Option and Incentive Plan (the “Prior Plan”) as of May 18, 2021 (the “Carryover Shares”), subject to certain adjustments as set forth in the Prior Plan. As amended, the Amended and Restated 2021 Incentive Plan currently reserves for issuance 612,300 shares, plus the Carryover Shares, subject to certain adjustments as set forth in the Amended and Restated 2021 Incentive Plan. The Amended and Restated 2021 Incentive Plan will become effective on the date it is approved by the Company’s stockholders.

If our stockholders do not approve the Amended and Restated 2021 Incentive Plan, the Compensation Committee will be required to implement other non-equity related compensation programs to attract, retain and compensate executives, non-employee directors and other key employees.

Vote Required

The proposal to approve the Amended and Restated 2021 Incentive Plan will be approved upon the affirmative vote of a majority of the votes properly cast for and against this matter. Abstentions and broker non-votes are not included in the number of votes cast for and against a matter and therefore will have no effect on the vote on this matter.

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADOPTION AND APPROVAL OF THE HARVARD BIOSCIENCE, INC. AMENDED AND RESTATED 2021 INCENTIVE PLAN.

Summary of the proposed Amended and Restated 2021 Incentive Plan

The following is a summary of the material terms of the Amended and Restated 2021 Incentive Plan. This summary is not complete and is qualified in its entirety by reference to the full text of the form of the Amended and Restated 2021 Incentive Plan attached to this Proxy Statement as Annex B, which assumes that this Proposal 5 is approved.

Purpose

The Amended and Restated 2021 Incentive Plan allows the Company to provide employees, consultants and all members of the Board who are selected to receive awards under the Amended and Restated 2021 Incentive Plan the opportunity to acquire an equity interest in the Company. The Board believes that equity incentives are a significant factor in attracting and motivating eligible persons whose present and potential contributions are important to the Company and aligning their interests with those of our shareholders.

Proposed Share Reserve

Pursuant to the 2021 Incentive Plan, the 2021 Incentive Plan’s share reserve is equal to the sum of 220,000 shares, plus the Carryover Shares, subject to certain adjustments as set forth in the 2021 Incentive Plan. The Company is asking its stockholders to approve an additional 400,000 shares to be available for issuance, which will increase the aggregate number of shares authorized for issuance pursuant to awards issued under the Amended and Restated 2021 Incentive Plan to 1,012,300 shares plus the Carryover Shares, subject to certain adjustments as set forth in the Amended and Restated 2021 Incentive Plan.

Impact on Dilution and Fully-Diluted Overhang

Our Board recognizes the impact of dilution on our shareholders and has evaluated this share request carefully in the context of the need to motivate, retain and ensure that our leadership team is focused on our strategic and long-term growth priorities.

The following table sets forth certain information as of December 31, 2025, with respect to the Company’s equity compensation plans:

Stock options outstanding		16,401
Weighted-average exercise price of outstanding stock options	$	34.00
Weighted-average remaining contractual term of outstanding stock options (in years)		2.2
Restricted stock units outstanding (including restricted stock units subject to performance-based vesting)		226,836
Total shares available for grant		646,520
Additional shares being requested under the Amended and Restated 2021 Incentive Plan		400,000
Common Stock Outstanding as of the Record Date		4,510,217

As of December 31, 2025, 646,520 shares were available for future awards under the 2021 Incentive Plan. We refer to this amount as the Available Share Limit. From and after stockholder approval of the Amended and Restated 2021 Incentive Plan, the number of shares of common stock reserved for issuance under the 2021 Incentive Plan and the Available Share Limit will increase by 400,000 shares such that 1,046,520 shares will be available for future awards. The Available Share Limit may be increased by the number of shares forfeited and/or returned to the plan pursuant to awards granted prior to stockholder approval of the Amended and Restated 2021 Incentive Plan. Awards, if any, made under the 2021 Incentive Plan after December 31, 2025 will be subtracted from the Available Share Limit.

Our Board believes that the number of shares of common stock that would be available for issuance under the Amended and Restated 2021 Incentive Plan represents a reasonable amount of potential equity dilution given our strategic and long-term growth priorities.

Burn Rate

The following table sets forth information regarding our equity awards granted and performance-based equity awards earned over each of the last three fiscal years:

	2025			2024			2023
Stock options granted		-			-			-
Time-based restricted stock units granted		134,782			107,821			135,013
Market based restricted stock units granted		50,000			-			-
Performance-based restricted stock units earned (1)		-			5,173			31,621
Total awards granted		184,782			112,995			166,634
Weighted-average basic common shares outstanding		4,439,083			4,353,846			4,242,023
Annual burn rate		4.16	%		2.60	%		3.93	%

(1)

With respect to performance-based RSUs in the table above, we calculate the share usage rate based on the applicable number of shares earned each year. For reference, the performance-based RSUs granted during the foregoing 3-year period were as follows: 375,895 shares in 2024 and 558,958 shares in 2023.

Expected Duration of the Share Reserve

If this proposal is approved by our shareholders, we expect that the share reserve under the Amended and Restated 2021 Incentive Plan will be sufficient for awards for one to two years. Expectations regarding future share usage could be impacted by a number of factors, such as the future performance of our stock price, award type mix, hiring and promotion activity at the executive level, the rate at which shares are returned to the Amended and Restated 2021 Incentive Plan’s reserve upon the awards’ expiration, forfeiture or cash settlement; the future performance of our stock price, and the consequences of acquiring other companies. While we believe that the assumptions we used are reasonable, future share usage may differ from current expectations.

Key Provisions

The following is a summary of the key provisions of the Amended and Restated 2021 Incentive Plan:

Plan Termination Date:		May 18, 2031

Eligible Participants:		Employees, officers, directors, consultants and advisors (except that only employees are eligible for Incentive Stock Options)

Shares Authorized:		The sum of (i) 612,300 shares plus (ii) the Carryover Shares, subject to certain adjustments as set forth in the Amended and Restated 2021 Incentive Plan

Award Types:		(1) Incentive Stock Options (2) Non-qualified Stock Options (3) Restricted Stock (4) Stock Appreciation Rights (5) Performance Bonus Awards (6) Deferred Stock (7) Restricted Stock Units (8) Dividend Equivalents (9) Performance Stock Units (10) Performance Share Awards (11) Other Stock-Based Awards

Vesting:		Determined by the Compensation Committee. Subject to the acceleration of vesting in certain circumstances as permitted under the terms of the Amended and Restated 2021 Incentive Plan, each award under the Amended and Restated 2021 Incentive Plan will have a minimum vesting period of one year, except under certain limited circumstances and with permitted exceptions up to 5% of the share reserve.

Not Permitted:		No discount stock options or stock appreciation rights No “liberal share recycling” of options or stock appreciation rights No payment of dividends or dividend equivalents on unvested awards No repricing of stock options and amendments that under the Internal Revenue Code (the “Code”) or Nasdaq rules require stockholder approval No “evergreen” share increases or automatic “reload” awards

Incentive Stock Option Limit:		No more than 200,000 shares may be issued pursuant to incentive stock options

Limitation on Number of Shares Granted to Non-Employee Directors:		The sum of the grant date fair market value of equity-based awards and the amount of any cash-based awards granted to a non-employee director during any calendar year, under the Amended and Restated 2021 Incentive Plan, may not exceed $500,000

Awards under the Amended and Restated 2021 Incentive Plan

Stock Options. The Amended and Restated 2021 Incentive Plan permits the Compensation Committee to issue incentive stock options and non-qualified stock options to participants, which directly link their financial success to that of the Company’s stockholders. The Compensation Committee shall determine the number of shares subject to options and all other terms and conditions of the options, including vesting requirements. In no event, however, may the exercise price of a stock option be less than 100% of the fair market value of the Company’s common stock on the date of the stock option’s grant, nor may any option have a term of more than ten years. Except for adjustments based on changes in the corporate structure or as otherwise provided in the 2021 Incentive Plan, the terms of an option may not be amended to reduce the exercise price nor may options be canceled or exchanged for cash, other awards or options with an exercise price that is less than the exercise price of the original options.

Additionally, in the case of an incentive stock option granted to any individual who, at the date of grant, owns stock possessing more than 10% of the total combined voting power all classes of stock of the Company, such incentive stock option shall be granted at a price that is not less than one hundred and 110% of fair market value on the date of grant and such incentive stock option shall be exercisable for no more than five years from the date of grant.

Stock Appreciation Rights. The Amended and Restated 2021 Incentive Plan permits the Compensation Committee to issue stock appreciation rights (“SARs”), either free-standing or in tandem with stock options. The Compensation Committee shall determine the number of SARs to be granted and other terms and conditions of the SARs. In no event, however, may the exercise of a SAR be less than 100% of the fair market value of the Company’s common stock on the date of grant, and the terms shall not exceed ten years. SARs may be settled in cash, stock, or a combination of both.

Restricted Stock and Restricted Stock Units. The Amended and Restated 2021 Incentive Plan permits the Compensation Committee to grant restricted stock awards. Each share of restricted stock shall be subject to such terms, conditions, restrictions, and/or limitations, if any, as the Compensation Committee deems appropriate, including, but not by way of limitation, restrictions on transferability and continued employment. Holders of shares of restricted stock may vote the shares and receive dividends on such shares. Notwithstanding the foregoing, with respect to a share of restricted stock, dividends shall only be paid out to the extent that the share of restricted stock vests. The vesting period for restricted stock shall be determined by the Compensation Committee, which may accelerate the vesting of any such award. The Compensation Committee may also grant restricted stock units, which have substantially the same terms as restricted stock, except that units have no voting rights, and unless otherwise determined by the Compensation Committee, will not receive dividends or dividend equivalents (which in an event shall only be paid out to the extent that the restricted stock units vest). The Compensation Committee may also grant unrestricted stock under this provision.

Performance Shares and Performance Stock Units. The Amended and Restated 2021 Incentive Plan permits the Compensation Committee to issue “performance shares” and “performance stock units.” These are contingent incentive awards that are converted into stock and/or cash and paid out to the participant only if specific performance goals are achieved over performance periods, as set by the Compensation Committee. If the performance goals are not achieved, the awards are canceled or reduced. Performance shares are each equivalent in value to a share of common stock (payable in cash and/or stock), while performance stock units are equal to a specific amount of cash.

Stock Payments and Other Stock-Based Awards. The Amended and Restated 2021 Incentive Plan also permits the Compensation Committee to grant awards of deferred stock, dividend equivalents, other stock-based awards, and performance bonus awards as provided in the Amended and Restated 2021 Incentive Plan.

Eligible for Participation. Persons eligible to participate in the Amended and Restated 2021 Incentive Plan include employees, directors, consultants and advisors, as determined by the Compensation Committee. Approximately 339 employees and five nonemployee directors currently are eligible to participate in the 2021 Incentive Plan.

Available Shares. The Amended and Restated 2021 Incentive Plan authorizes the issuance of an aggregate number of shares of common stock equal to the sum of (i) 612,300 shares plus (ii) the number of shares available for grant under the Prior Plan as of May 18, 2021, subject to certain adjustments as set forth in the Amended and Restated 2021 Incentive Plan.

If an outstanding award under the Amended and Restated 2021 Incentive Plan expires or is terminated or canceled for any reason without having been exercised or settled in full, or if shares acquired pursuant to an award subject to forfeiture are forfeited under the Amended and Restated 2021 Incentive Plan, the shares allocable to the terminated portion of such award or such forfeited shares shall again be available for issuance under the Amended and Restated 2021 Incentive Plan. Shares shall not be deemed to have been issued pursuant to the Amended and Restated 2021 Incentive Plan with respect to any portion of an award that is settled in cash. In the event that withholding tax liabilities arising from a full-value award (i.e., an award other than an option or stock appreciation right) or, after May 18, 2021, arising from a full-value award under the Prior Plan, are satisfied by the delivery or withholding of shares, the shares so tendered or withheld shall be added to the 2021 Incentive Plan’s reserve.

Notwithstanding anything to the contrary, the following shares shall not again be made available for issuance or delivery under the Amended and Restated 2021 Incentive Plan: (i) shares tendered in payment of an option; (ii) shares delivered or withheld by the Company to satisfy any tax withholding obligation with respect to an option or stock appreciation right; (iii) shares covered by a stock-settled stock appreciation right that were not issued upon the settlement of the stock appreciation right; or (iv) shares purchased on the open market with option proceeds.

In the event of merger, reorganization, consolidation, recapitalization, separation, split-up, liquidation, share combination, stock split, stock dividend, an extraordinary cash distribution on stock, a corporate separation or other reorganization or liquidation or other change in the corporate or capital structure of the Company, as described in the Amended and Restated 2021 Incentive Plan, affecting the shares that may be issued under the Amended and Restated 2021 Incentive Plan, an adjustment shall be made in the number and class of shares which may be delivered under the Amended and Restated 2021 Incentive Plan (including but not limited to individual grant limits). Upon termination of the Amended and Restated 2021 Incentive Plan, no further awards may be issued under the Amended and Restated 2021 Incentive Plan.

Minimum Vesting. Subject to the acceleration of vesting in certain circumstances as permitted under the terms of the Amended and Restated 2021 Incentive Plan, each award under the Amended and Restated 2021 Incentive Plan will have a minimum vesting period of one year, except that awards to non-employee Directors that vest on the earlier of the one-year anniversary of the date of grant and the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting shall not be subject to such minimum vesting requirements, and the Compensation Committee may determine in its discretion that up to 5% of the shares of common stock which may be issued under the 2021 Incentive Plan may be granted free of such minimum vesting pro

SEC Form DEF 14A filed by Harvard Bioscience Inc.