UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

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

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

ImageneBio, Inc.

(Name of Registrant as Specified in Its Charter)

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

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

☒	No fee required

☐	Fee paid previously with preliminary materials

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

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IMAGENEBIO, INC.

12526 High Bluff Drive, Suite 345

San Diego, California 92130

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 16, 2026

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of ImageneBio, Inc., a Delaware corporation (the “Company”). The meeting will be held on Tuesday, June 16, 2026, at 9:00 a.m. Eastern Time. The Annual Meeting will be a virtual meeting of stockholders, which will be conducted only via a live webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/IMA2026. You will need the 16-digit control number included with the Notice of Internet Availability of Proxy Materials being mailed to you separately in order to attend the Annual Meeting. The meeting will be held for the following purposes:

1.	To elect the Board’s two nominees for Class II directors named as nominee in this Proxy Statement to hold office until the 2029 Annual Meeting of Stockholders and their successors are duly elected and qualified, or until his earlier death, resignation or removal.

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

To approve an amendment and restatement of the Company’s 2025 Equity Incentive Plan (the “2025 Plan”) to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the 2025 Plan by 850,000 shares and include in the calculation of the annual automatic share reserve increase shares of common stock issuable upon conversion or exercise of convertible preferred stock and prefunded warrants.

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

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

The Annual Meeting will be held virtually through a live webcast. Stockholders of record at the close of business on April 28, 2026, and their proxy holders will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visiting www.virtualshareholdermeeting.com/IMA2026 and entering the 16-digit control Number included in your Notice of Internet Availability or in the instructions that you received via mail or email. Please refer to the additional logistical details and recommendations in the accompanying Proxy Statement. You may log-in beginning at 8:45 a.m. Eastern Time, on Tuesday, June 16, 2026.

Only stockholders of record at the close of business on April 28, 2026, and their proxy holders may vote at the meeting or any adjournment thereof.


			By Order of the Board of Directors

			/s/ Kristin Yarema, Ph.D.
			Kristin Yarema, Ph.D. Chief Executive Officer San Diego, California April 30, 2026

Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held

on Tuesday, June 16, 2026, at 9:00 a.m. Eastern Time at www.virtualshareholdermeeting.com/IMA2026.

The proxy statement and annual report to stockholders are available at

ir.imagenebio.com/financial-filings/sec-filings and www.proxyvote.com.

You are cordially invited to attend the meeting online. Whether or not you expect to attend the meeting,

please vote over the telephone or the internet as instructed in these materials, or, if you receive a

paper proxy card by mail,by completing and returning the proxy mailed to you,

as promptly as possible in order to ensure your representation at the meeting.

Even if you have voted by proxy, you may still vote online if you attend the meeting.

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IMAGENEBIO, INC.

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

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			Page
EXPLANATORY NOTE			1
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING			2
PROPOSAL 1: ELECTION OF DIRECTORS			8
Nominees for Election to the Board of Directors			8
The Board of Directors and Certain Governance Matters			13
Board and Committee Meetings and Attendance			15
Executive Sessions			18
Board’s Oversight of Strategy			18
Communications with the Board			19
Code of Business Conduct and Ethics			19
Insider Trading Policy			19
Hedging and Pledging Policy			19
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING			20
Principal Accountant Fees and Services			20
Pre-Approval Policies and Procedures			21
Audit Committee Report			21
PROPOSAL 3: APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE 2025 EQUITY INCENTIVE PLAN			22
DELINQUENT SECTION 16 REPORTS			31
EXECUTIVE OFFICERS			32
EXECUTIVE AND DIRECTOR COMPENSATION			33
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information			47
Non-Employee Director Compensation			48
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			51
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			54
Policies and Procedures for Related Person Transactions			54
Certain Related Person Transactions			54
OTHER INFORMATION FOR STOCKHOLDERS			60
Stockholder Proposals for the 2027 Annual Meeting of Stockholders			60
Householding of Proxy Materials			60
Additional Filings			60
Other Matters			61

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EXPLANATORY NOTE

On July 25, 2025 (the “Closing Date”), the Delaware corporation formerly known as “Ikena Oncology, Inc.” (“Ikena”) completed its previously announced merger with Inmagene Biopharmaceuticals, a privately held exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (“Legacy Inmagene”). The transaction was completed in accordance with the terms of the Agreement and Plan of Merger, dated as of December 23, 2024 (the “Merger Agreement”), by and among Ikena, Insight Merger Sub I, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands and a direct, wholly owned subsidiary of Ikena (“Merger Sub I”), Insight Merger Sub II, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands and a direct, wholly owned subsidiary of Ikena (“Merger Sub II”), and Legacy Inmagene, providing for the merger of Merger Sub I with and into Legacy Inmagene, with Legacy Inmagene surviving as a wholly owned subsidiary of Ikena (such transaction, the “First Merger”), and the subsequent merger of the surviving entity of the First Merger with and into Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary of Ikena (the “Second Merger” and, together with the First Merger, the “Merger”). In addition, on July 25, 2025, Ikena changed its name from “Ikena Oncology, Inc.” to “ImageneBio, Inc.”

Prior to the effective time of the First Merger (the “First Effective Time”), Ikena effected a 1-for-12 reverse stock split (the “Reverse Stock Split”) of its issued common stock (“Ikena Common Stock”). At the First Effective Time, (i) each ordinary share and preferred share of Legacy Inmagene (each such share, a “Legacy Inmagene Share”) held as treasury shares immediately prior to the First Effective Time were canceled and ceased to exist, and no consideration was delivered in exchange therefor, (ii) each then-outstanding Legacy Inmagene Share was converted into the right to receive 0.0030510 shares of Ikena Common Stock (such ratio, the “Exchange Ratio”) and (iii) each then-outstanding option to purchase Legacy Inmagene Shares was converted into an option to purchase Ikena Common Stock, subject to adjustment as set forth in the Merger Agreement.

Concurrently with the execution of the Merger Agreement, Ikena entered into a Subscription Agreement (the “Subscription Agreement”) with certain investors (each, a “2025 PIPE Investor”), pursuant to which, following the closing of the Merger, the 2025 PIPE Investors subscribed for and purchased, and Ikena issued and sold to the PIPE Investors, an aggregate of 2,508,337 shares of Ikena Common Stock at a price of approximately $29.90 per share (the “PIPE Shares”), for aggregate gross proceeds of approximately $75.0 million (the “2025 PIPE Financing”). Ikena granted the 2025 PIPE Investors certain registration rights in connection with the 2025 PIPE Financing. All references herein to the “Closing” refer to the closing of the transactions contemplated by the Merger Agreement, including the First Merger and Second Merger and the transactions contemplated by the Subscription Agreement (the “Transactions”).

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IMAGENEBIO, INC.

12526 High Bluff Drive, Suite 345

San Diego, California 92130

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

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

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

We intend to first mail the Notice and make this Proxy Statement and the form of proxy available to stockholders on or about April 30, 2026.

Will I receive any other proxy materials by mail?

We may send you a proxy card, along with a second Notice, on or after May 10, 2026.

How do I attend the Annual Meeting?

The Annual Meeting will be a virtual meeting, which will be conducted entirely online via webcast to allow greater participation. You may attend, vote and ask questions at the Annual Meeting by following the instructions provided on the Notice or proxy card to log in to www.virtualshareholdermeeting.com/IMA2026. If you are a stockholder of record, you will be asked to provide the control number from your Notice or proxy card. If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, follow the instructions from your broker or bank.

The audio webcast of the Annual Meeting will begin promptly at 9:00 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m. Eastern Time, and you should allow reasonable time for the check-in procedures.

You are entitled to attend the Annual Meeting if you were a stockholder as of the close of business on April 28, 2026, the record date, or hold a valid proxy for the meeting. To be admitted to the Annual Meeting, you will need to visit www.virtualshareholdermeeting.com/IMA2026 and enter the control number found next to the label “Control Number” on your Notice or proxy card, or in the email sending you the Proxy Statement. If you are a beneficial stockholder, you should contact the bank, broker or other institution where you hold your account well in advance of the meeting if you have questions about obtaining your control number/proxy to vote.

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

What if I cannot find my control number?

If you are a stockholder of record, you will need to contact the Company by email at ir@imagenebio.com and request your control number prior to the Annual Meeting.

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

How can I get help if I have trouble checking in or listening to the meeting online?

There will be a support number available on the login page of the virtual meeting 15 minutes before the meeting begins for any shareholders having technical difficulties. The technical support line will not be able to provide control numbers but will be able to assist with any technical issues.

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

Stockholders may submit questions relevant to the proposals to be voted on at the Annual Meeting for approximately five days in advance of the Annual Meeting through www.virtualshareholdermeeting.com/IMA2026. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. Questions that are not relevant to the proposals to be voted on at the Annual Meeting will not be responded to. Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/IMA2026.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on April 28, 2026, will be entitled to vote at the Annual Meeting.

Stockholder of Record: Shares Registered in Your Name

If on April 28, 2026, your shares were registered directly in your name with the Company’s transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. As a stockholder of record, you may vote online at the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to fill out and return your vote by proxy over the telephone, vote by proxy through the internet or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time to ensure your vote is counted.

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

If on April 28, 2026, your shares were held, not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice should be forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You must follow the instructions provided by your brokerage firm, bank, or other similar organization for your bank, broker or other stockholder of record to vote your shares per your instructions. Alternatively, many brokers and banks provide the means to grant proxies or otherwise instruct them to vote your shares by telephone and via the Internet, including by providing you with a control number via email or on your Notice or your voting instruction form. If your shares are held in an account with a broker, bank or other stockholder of record providing such a service, you may instruct them to vote your shares by telephone (by calling the number provided in the proxy materials) or over the Internet as instructed by your broker, bank or other stockholder of record. If you did not receive a control number via email or on your Notice or voting instruction form, and you wish to vote prior to or at the virtual Annual Meeting, you must follow the instructions from your broker, bank or other stockholder of record, including any requirement to obtain a valid legal proxy. Many brokers, banks and other stockholders of record allow a beneficial owner to obtain a valid legal proxy either online or by mail, and we recommend that you contact your broker, bank or other stockholder of record to do so.

What am I voting on?

There are three matters scheduled for a vote:

•	To elect the Board’s two nominees for Class II directors named as nominees in this Proxy Statement to serve until the 2029 Annual Meeting of Stockholders and their successors are duly elected and qualified, or until his earlier death, resignation or removal. (“Proposal 1”);

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

•

To approve an amendment and restatement of the 2025 Plan to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the 2025 Plan by 850,000 shares and include in the calculation of the annual automatic share reserve increase shares of common stock issuable upon conversion or exercise of convertible preferred stock and prefunded warrants (“Proposal 3”).

What if another matter is properly brought before the meeting?

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

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How do I vote?

For Proposal 1, you may either vote “For” all the nominees to the Board of Directors, you may “Withhold” your vote for all nominees, or you may “Withhold” your vote for any nominee you specify and vote “For” the rest. For Proposals 2 and 3, you may vote “For” or “Against” or abstain from voting.

The procedures for voting are fairly simple:

Stockholder of Record: Shares Registered in Your Name

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


By Internet	By Telephone	By Mail	During the Meeting
You may vote at www.ProxyVote.com. Use the Internet to transmit your voting instructions and for electronic delivery of information. You will need the control number included on your proxy card.	You may vote using a touch-tone telephone by calling 1-800-690-6903. Use any touch-tone telephone to transmit your voting instructions. You will need the control number included on your proxy card.	You may vote by completing and mailing your proxy card. Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.	To vote at the meeting, visit www.virtualshareholder meeting.com/IMA2026 (you will need the control number printed on your Notice or proxy registration confirmation email)

Internet and telephone voting facilities for stockholders of record will be available 24 hours a day, seven days a week, up and until 11:59 p.m. Eastern Time the day before the meeting date.

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

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

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

How many votes do I have?

Each share of voting common stock of the Company (“common stock”) you owned as of April 28, 2026, is entitled to one vote.

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

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

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of each of the nominees for Class II director, “For” the ratification of the appointment by the Audit Committee of the Board of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026, and “For” the approval of the amendment and restatement of the 2025 Plan. If any other matter is properly presented at the meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using that individual’s best judgment.

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

If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Brokers, banks and other securities intermediaries may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine,” but not with respect to “non-routine” matters. In this regard, Proposals 1 and 3 are considered to be “non-routine,” meaning that your broker may not vote your shares on this proposal in the absence of your voting instructions. Proposal 2 is considered to be a “routine” matter, meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal 2.

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

What are “broker non-votes”?

As discussed above, when a beneficial owner of shares held in street name does not give voting instructions to his or her broker, bank or other securities intermediary holding his or her shares as to how to vote on matters deemed to be “non-routine,” the broker, bank or other such agent cannot vote the shares. When there is at least one “routine” matter that the broker, bank or other securities intermediary votes on, the shares that are un-voted on “non-routine” matters are counted as “broker non-votes.” Proposal 2 is a “routine” matter, and we therefore expect brokers, banks or other securities intermediaries to vote on this proposal. Proposals 1 and 3 are considered to be a “non-routine” matter, and we therefore expect broker non-votes to exist in connection with that proposal.

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

Who is paying for this proxy solicitation?

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

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

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

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

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

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

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

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•

You may send a timely written notice that you are revoking your proxy to the Company’s Secretary at 12526 High Bluff Drive, Suite 345, San Diego, California 92130. Such notice will be considered timely if it is received at the indicated address by the close of business on the business day preceding the date of the Annual Meeting.

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

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

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

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

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

Proposal

Number

Proposal

Description

Vote Required

for Approval

Voting

Options

Effect of

Abstentions

Withhold

votes, as

applicable

Effect

Broker

Non-Votes

Board

Recommendation

Election of Director named in this Proxy Statement

The nominees receiving the most “For” votes cast for this proposal will be elected

FOR or WITHHOLD

No Effect

FOR all

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026

“For” votes from a majority of the votes cast for and against this proposal is required for approval

FOR, AGAINST or ABSTAIN

No Effect

FOR

Approval of an amendment and restatement of the 2025 Plan to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the 2025 Plan by 850,000 shares and include in the calculation of the annual automatic share reserve increase shares of common stock issuable upon conversion or exercise of convertible preferred stock and prefunded warrants.

“For” votes from a majority of the votes cast for and against this proposal is required for approval

FOR, AGAINST or ABSTAIN

No Effect

FOR

Who will count the vote?

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

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What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote at the Annual Meeting are present in person or represented by proxy. On April 28, 2026, there were 11,279,130 shares of common stock, outstanding and entitled to vote.

If there is no quorum, either the chairperson of the Annual Meeting or the holders of a majority of the voting power of the shares present at the Annual Meeting or represented by proxy and entitled to vote may adjourn the Annual Meeting to another date.

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

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

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PROPOSAL 1: ELECTION OF DIRECTORS

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

There are currently six members of the Board. Pursuant to the terms of the Merger Agreement, immediately after the effective time of the Merger, (i) the Board appointed Weiguo Su, Ph.D. and Jonathan Wang, Ph.D. to our Board upon the closing of the Merger as designees of Legacy Inmagene and (ii) David P. Bonita, M.D. and Otello Stampacchia, Ph.D., who were elected to our Board by our stockholders at the 2023 annual meeting and 2025 annual meeting, respectively, remained on our Board as designees of Ikena. In connection with her appointment as our Chief Executive Officer, Kristin Yarema, Ph.D. our Board appointed Dr. Yarema to our Board in July 2025. Our Board appointed Joseph P. Slattery to our Board in November 2025 upon the recommendation of the Nominating and Corporate Governance Committee.

Each of Dr. Bonita and Mr. Slattery is serving as a Class II director whose term expires at the Annual Meeting. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has considered and nominated each of Dr. Bonita and Mr. Slattery for election to the Board at the Annual Meeting.

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

Nominees for Election to the Board of Directors

Our Board of Directors

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

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Class II Director Nominees for Election at the Annual Meeting

Director Biographies


David P. Bonita, M.D. Director	Director Since: July 2025 Age: 50	Current Committee Memberships: Audit Committee, Compensation Committee (Chair), and Nominating and Corporate Governance Committee

	Dr. Bonita has served as a member of our Board and as our Lead Independent Director since July 2025. Dr. Bonita previously served on the board of directors of Ikena from March 2016 to July 2025. Dr. Bonita is a member of OrbiMed Advisors LLC, an investment firm. Dr. Bonita currently serves on the boards of directors of Acutus Medical Inc. (Nasdaq: AFIB), Prelude Therapeutics, Inc. (Nasdaq: PRLD), and, as well as several private companies. Dr. Bonita also previously served on the board of directors of IMARA, Inc. (Nasdaq: IMRA), Repare Therapeutics, Inc. (Nasdaq: RPTX) and Tricida, Inc. (Nasdaq: TCDA). Prior to OrbiMed, Dr. Bonita worked as a corporate finance analyst in the healthcare investment banking groups of Morgan Stanley and UBS. He received his B.A. in biology from Harvard University and his joint M.D./M.B.A. from Columbia University. Skills and Qualifications We believe that Dr. Bonita is qualified to serve on our Board based on his roles on several public and private boards of directors as well as his extensive experience in investing in healthcare companies.

Joseph P. Slattery Director	Director Since: November 2025 Age: 61	Committee Memberships: Executive Committee, Audit Committee Chair and Compensation Committee

	Mr. Slattery has served as a member of our Board since November 2025. He has served on the board of directors of Replimune Group, Inc. (Nasdaq: REPL) since October 2017, where he serves as the chair of the audit committee and a member of the compensation committee. Mr. Slattery has served on the board of directors of CVRx Inc. (Nasdaq: CVRX) since October 2008, where he serves on its audit committee and compensation committee. Mr. Slattery served as Executive Vice President and Chief Financial Officer of Asensus Surgical, Inc. from October 2013 through December 2019. From 2010 to 2013, Mr. Slattery served as Executive Vice President and Chief Financial Officer at Baxano Surgical, Inc. Previously, from 1996 to 2007, Mr. Slattery served in various roles of increasing responsibility at Digene Corporation, including as Chief Financial Officer and Senior Vice President of Finance and Information Systems from 2006 to 2007. Previously, he served as a director of Morphic Therapeutic, Inc. from May 2019 to August 2024, Omega Alpha SPAC from January 2021 to January 2023, Exosome Diagnostics, Inc. from July 2013 to July 2018 and Micromet, Inc. from November 2007 to March 2012. Mr. Slattery received a B.S. in Accounting from Bentley University and is a certified public accountant (inactive). Skills and Qualifications We believe that Mr. Slattery is qualified to serve on our Board based on his roles on several public and private company boards and his prior experience as a public company executive.

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Class III Directors Continuing in Office Until Our 2027 Annual Meeting

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Class I Directors Continuing in Office Until Our 2028 Annual Meeting

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The Board of Directors and Certain Governance Matters

Director Nomination Process and Qualifications

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

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

Nominations by Stockholders

Our Nominating and Corporate Governance Committee will evaluate director candidates recommended by stockholders holding at least three percent of the Company’s common stock continuously for at least 24 months before the date the recommendation was submitted. Such recommendation will be evaluated in the same manner in which the Nominating and Corporate Governance Committee evaluates any other director candidate.

Any recommendation submitted to the Company should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation but must include information that would be

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required under Section I.A., “Candidate Recommendations” on Exhibit A of the Nominating and Corporate Governance Committee charter, and rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Nominating and Corporate Governance Committee of the Company at 12526 High Bluff Drive, Suite 345, San Diego, California 92130 Attn: Corporate Secretary, and such director nominations will be presented to the Board for its consideration. Stockholders must also satisfy the notification, timeliness, consent, and information requirements set forth in our Nominating and Corporate Governance Committee charter, a copy of which can be found on the “Corporate Governance” section of our website located at ir.imagenebio.com.

Board Qualifications

Our Nominating and Corporate Governance Committee considers character, integrity, judgment, diversity, independence, skills, education, expertise, business acumen, business experience, length of service, understanding of the Company’s business and industry, conflicts of interest, and other commitments. Our Board monitors the mix of skills and experience of its directors to help ensure it has the necessary tools to perform its oversight function effectively.

Director Independence and Independence Determinations

Our Corporate Governance Guidelines provide that at least a majority of the members of the Board shall meet the independence requirements set forth in the Nasdaq Stock Market Rules. Under Nasdaq listing standards, a director is not independent unless the Board affirmatively determines that such director does not have a direct or indirect material relationship with the Company or any of its subsidiaries. Members of the Audit Committee and Compensation Committee are subject to the additional independence requirements of applicable SEC rules and Nasdaq listing standards.

Our Nominating and Corporate Governance Committee undertook its annual review of director independence and made a recommendation to our Board regarding director independence. As a result of this review, our Board affirmatively determined that Dr. Bonita, Mr. Slattery, Dr. Stampacchia and Dr. Su are “independent” in accordance with Nasdaq listing standards applicable to boards of directors in general. In addition, our Board has affirmatively determined that Dr. Bonita, Mr. Slattery and Dr. Stampacchia are “independent” in accordance with the Nasdaq listing standards and SEC rules applicable to audit committee members in particular, and that Dr. Bonita, Mr. Slattery and Dr. Stampacchia are “independent” in accordance with the Nasdaq listing standards and SEC rules applicable to compensation committee members in particular.

Board Leadership Structure

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

At this time, our Board is led by Dr. Wang, a non-executive Chair. Dr. Wang is the founder of Legacy Inmagene and possesses significant knowledge and experience in our industry and a deep understanding of our strategic objectives, all of which will continue to benefit the Company during the year ahead as he continues to serve as Board Chair. The Company believes that separation of the positions of the Chair and CEO, and appointment of a lead independent director, reinforces the independence of the Board in its oversight of the business and affairs of the Company.

The Board appointed Dr. Bonita as the lead independent director in July 2025. The position of lead independent director has been structured to serve as an effective balance to the CEO director and Board Chair: the lead independent director is empowered to, among other duties and responsibilities, preside over Board meetings in the absence of the Board Chair, act as liaison between the CEO director, the Board Chair and the independent directors, preside over meetings of the independent directors, and consult with the Board Chair in planning and setting schedules and agendas for Board meetings to be held during the year. As a result, we believe that the lead independent director can help ensure the effective independent functioning of the Board in its oversight responsibilities. In addition, we believe that the lead independent director is better positioned to build a consensus among directors and to serve as a conduit between the other independent directors and the CEO director and Board

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Chair, for example, by facilitating the inclusion on meeting agendas of matters of concern to the independent directors. We believe that the leadership structure of our Board is appropriate and enhances its ability to effectively carry out its roles and responsibilities on behalf of our stockholders.

Board’s Role in Risk Oversight

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


Full Board			• Oversee the Company’s risk governance framework, including an enterprise-wide culture that supports appropriate risk awareness and the identification, escalation, and appropriate management of risk • Integrity, ethics, and compliance with its Code of Business Ethics and Conduct • General strategic and commercial risks • M&A transactions, including execution and integration, and the M&A competitive landscape • Legal risks such as those arising from litigation, environmental, and intellectual property matters

Audit Committee			• Discuss guidelines and policies that govern the process by which the Company’s exposure to risk is assessed and managed by management • Discuss or consider the Company’s major financial risk exposures and the steps that the Company’s management has taken to monitor and control such exposures • Cybersecurity risk, including our information security and risk management programs, controls and procedures, including high level review of the threat landscape facing the Company and the Company’s strategy to mitigate cybersecurity risks and potential breaches. The Committee shall also review the recovery and communication plans for any unplanned outage or security breach

Compensation Committee			• Compensation structure and programs • CEO succession planning • Retention of talent

Nominating and Corporate Governance Committee			• Governance structures and processes • Board organization, independence and structure • Recruitment of talent • Review and reassess the adequacy of the Corporate Governance Guidelines and Code of Conduct and Business Ethics • Evaluation of the Board and committees • CEO and key officer succession planning

Board and Committee Meetings and Attendance

During 2025, the Board met ten times. The Audit Committee held four meetings, the Compensation Committee held two meetings, and the Nominating and Corporate Governance Committee held two meetings in 2025. No member of the Board attended fewer than 75% of the aggregate of the total number of meetings of the Board (held during the period for which he or she was a director) and the total number of meetings held by all committees of the Board on which such director served (held during the period that such director served), other than Dr. Su, who was unable to attend three meetings of the Board due to health reasons.

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Although we do not have a formal policy regarding attendance by Board members at annual meetings of stockholders, we encourage our directors to attend such meetings. None of our current directors who served at the time of our 2025 annual meeting of stockholders attended that annual meeting.

Board Committees

Our Board has established three standing committees—the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Current copies of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee charters are posted on the “Corporate Governance” section of our website located at ir.imagenebio.com, each of which have been approved by our Board.

Below is a description of each of the committees, including their primary responsibilities and current committee members:

Audit Committee


Primary Responsibilities			Current Committee Members
We have adopted a committee charter that details the primary responsibilities of the Audit Committee, including:			Joseph P. Slattery (Chair) David P. Bonita, M.D. Otello Stampacchia, Ph.D.

• overseeing our accounting and financial reporting processes, systems of internal control, financial statement audits, and the integrity of our financial statements; • evaluating and determining whether to retain the independent registered public accounting firm to audit our consolidated financial statements; • assessing the qualifications, performance, and independence of the independent registered public accounting firm; • reviewing the results of the audit with management and the independent registered public accounting firm, as well as our annual audited and quarterly financial statements, including management’s discussion and analysis of financial condition and results of operations; • overseeing procedures for receiving, retaining, and treating complaints received by us regarding accounting, internal accounting controls, or auditing matters, and confidential and anonymous submissions by employees concerning questionable accounting or auditing matters; • conferring with management and the independent registered public accounting firm concerning the scope, design, adequacy, and effectiveness of internal control over financial reporting and our disclosure controls and procedures; • reviewing and approving related party transactions, in accordance with our policies; • approving or, as permitted, pre-approving all audit and non-audit related services and fees that the independent registered public accounting firm provides to us; • overseeing the activities of our internal audit function; • reviewing and evaluating our information security and technology risks, including cybersecurity, the threat landscape, our strategy to mitigate cybersecurity risks and potential breaches, and our recovery and communication plans for any unplanned outage or security breach; and • reviewing legal and regulatory requirements applicable to the Company and its subsidiaries and compliance with such requirements.

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Financial Expertise and Independence

All members of the Audit Committee are “independent” in accordance with the Nasdaq listing standards and SEC rules applicable to boards of directors in general and audit committee members in particular. The Board has determined that each of Mr. Slattery and Dr. Bonita qualify as an “audit committee financial expert” as defined by the applicable SEC rules and that each member of the Audit Committee is “financially sophisticated.”

Report

The Report of the Audit Committee is set forth under the section titled “—Audit Committee Report”.

Compensation Committee

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Independence

All members of the Compensation Committee are “independent” in accordance with the Nasdaq listing standards and SEC rules applicable to boards of directors in general and compensation committees in particular. In addition, all members of the Compensation Committee qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act.

Role of Executive Officers and Compensation Consultant

See the section titled Executive and Director Compensation of this Proxy Statement for a discussion of the role of our executive officers and compensation consultant in determining executive compensation.

Nominating And Corporate Governance Committee

Independence

All members of the Nominating and Corporate Governance Committee are “independent” in accordance with Nasdaq listing standards.

Executive Sessions

Executive sessions, which are meetings at which only independent directors are present, are regularly scheduled throughout the year, typically at the time of each regular Board meeting and as frequently as such independent directors deem appropriate.

Board’s Oversight of Strategy

Our Board is deeply engaged and involved in overseeing our long-range strategy, including evaluating key market opportunities, and competitive developments. Our Board’s oversight of risk is another integral component of the Board’s oversight and engagement on strategic matters. Strategy-related matters are regularly discussed at board

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meetings and, when relevant, at committee meetings. We also dedicate at least one board meeting every year to an even more intensive review and discussion of our strategic plan. Matters of strategy also inform committee-level discussions of many issues, including enterprise risk. Engagement of the Board on these issues and other matters of strategic importance continues in between meetings, including through updates to the Board on significant items and discussions between the CEO, our Chair and our lead independent director on a periodic basis. Each director is expected to and does bring to bear their own talents, insights, and experiences to these strategy discussions.

Communications with the Board

Our Board welcomes input and suggestions from all interested parties, including stockholders. Anyone may communicate with a member or members of our Board, including the Chair of the Board, Chair of the Audit, Compensation, or Nominating and Corporate Governance Committees, or to the non-management or independent directors, by sending a written communication to the attention of the Company’s Corporate Secretary by mail at 12526 High Bluff Drive, Suite 345, San Diego, California 92130. Each communication must set forth: (i) the name and address of the stockholder on whose behalf the communication is sent; and (ii) the number and class of shares of the Company that are owned beneficially by such stockholder as of the date of the communication.

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

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics, which is applicable to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller and other senior financial officers. The Code of Business Conduct and Ethics provides a framework for sound ethical business decisions and sets forth our expectations on a number of topics, including conflicts of interest, compliance with laws, use of our assets and business ethics. Our Code of Business Conduct and Ethics is posted in the “Corporate Governance” section of our website located at ir.imagenebio.com. If the Company ever were to amend or waive any provision of its Code of Business Conduct and Ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, the Company intends to satisfy its disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on its website set forth above rather than by filing a Current Report on Form 8-K.

In the case of a waiver for an executive officer or a director, the disclosure required under applicable Nasdaq listing standards also will be made available on our website.

Insider Trading Policy

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

Hedging and Pledging Policy

Under our Insider Trading Policy, our directors, executive officers, employees, certain designated consultants, and their designees may not hedge their ownership of our stock, including but not limited to trading in options, puts, calls, or other derivative instruments related to our stock or debt. Additionally, directors, executive officers, employees, certain designated consultants, and their designees may not purchase our stock on margin, borrow against our stock held in a margin account, or pledge our stock as collateral for a loan.

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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026, and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the annual meeting and recommended that stockholders ratify such selection. PricewaterhouseCoopers LLP has audited our financial statements since the closing of the Merger in 2025 and served as Legacy Inmagene’s independent registered public accounting firm since December 2, 2024 Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

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

Change in Auditor

As previously reported on August 2, 2025, the Audit Committee dismissed Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm.

EY’s audit reports on the Company’s consolidated financial statements as of and for the years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company’s fiscal years ended December 31, 2024 and 2023 and the subsequent interim period through August 2, 2025: (1) there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304) with EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EY, would have caused EY to make reference to the subject matter of such disagreements in connection with its reports on the consolidated financial statements for such periods and (2) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

EY’s letter to the SEC stating its agreement with the statements in the two foregoing paragraphs was filed as an exhibit to our Current Report on Form 8-K dated August 5, 2025.

Principal Accountant Fees and Services

The following table represents aggregate fees billed to ImageneBio, Inc. by PricewaterhouseCoopers LLP, our principal accountant for services rendered to Legacy Inmagene, prior to the closing of the Merger, and to the Company, following the closing of the Merger for the fiscal years ended 2025 and 2024.


	Fiscal Year Ended
	2025	2024
	(in thousands)
Audit Fees⁽¹⁾	$2,876	$909
Total Fees	$2,876	$909

(1)

“Audit Fees” consist of fees in connection with the audit of our annual financial statements, including the audited financial statements as well as other financial statements presented in our Registration Statements on Form S-4 and Form S-1 filed with the SEC in connection with the Merger, the audited financial statements presented in our Annual Report on Form 10-K, for the reviews of our financial statements included in our Form 10-Q filings for each fiscal quarter, and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years. Included in the fiscal year 2025 Audit Fees are fees billed in connection with regulatory filings associated with the Merger and related transactions.

All fees incurred subsequent to the closing of the Merger in July 2025 were pre-approved by our Audit Committee.

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Pre-Approval Policies and Procedures

Pursuant to the Audit Committee Charter, the Audit Committee shall pre-approve all auditing services and the terms of those services and non-audit services rendered by our independent registered public accounting firm, PricewaterhouseCoopers LLP (other than non-audit services if the “de minimus” provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied and non-audit services prohibited under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the PCAOB). The pre-approval of non-audit services may be delegated to the chair of the Audit Committee, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

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

Audit Committee Report

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2025 with management of the Company. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight board (“PCAOB”) and the Securities and Exchange Commission. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has 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.

The Audit Committee

Joseph P. Slattery, (Chair)

David P. Bonita, M.D.

Otello Stampacchia, Ph.D.

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PROPOSAL 3: APPROVAL OF THE AMENDMENT AND RESTATEMENT OF

THE 2025 EQUITY INCENTIVE PLAN

The Board is asking our stockholders to approve an amendment and restatement of the ImageneBio, Inc. 2025 Equity Incentive Plan (the “2025 Plan”, and as amended and restated, the “Amended 2025 Plan”), which was approved by the Board on April 27, 2026, subject to approval of our stockholders at the Annual Meeting.

The Amended 2025 Plan contains the following material changes from the 2025 Plan:

•

Subject to adjustment for certain changes in our capitalization, the aggregate number of shares of our common stock that may be issued under the Amended 2025 Plan will not exceed 2,527,248 shares, which is an increase of 850,000 shares over the aggregate number of shares of our common stock that may be issued under the 2025 Plan.

•

Subject to adjustment for certain changes in our capitalization, the aggregate maximum number of shares of our common stock that may be issued pursuant to the exercise of incentive stock options under the Amended 2025 Plan will be 7,581,744 shares, which is an increase of 2,550,000 shares over the aggregate maximum number of shares of our common stock that may be issued pursuant to the exercise of incentive stock options under the 2025 Plan.

•

The calculation of the number of shares of our common stock added automatically on January 1 of each year after the approval of the Amended 2025 Plan (the “Evergreen Mechanism”), will be modified to be equal to 5.0% of the sum of (x) the total number of shares of common stock outstanding on December 31st of the preceding calendar year plus (y) the total number of shares of common stock issuable upon conversion of shares of convertible preferred stock outstanding on December 31st of the preceding calendar year plus (z) the total number of shares of common stock issuable upon cash exercise of prefunded warrants outstanding on December 31st of the preceding calendar year.

Reasons for the Amendment and Restatement of the 2025 Plan

We are seeking stockholder approval of the Amended 2025 Plan primarily to increase the number of shares available for the grant of stock options, restricted stock unit awards and other awards by 850,000 shares and to change the annual evergreen formula to reflect shares of common stock and shares of common stock that would otherwise be issued and outstanding but for beneficial ownership limitations applicable to our investors, which will enable us to have a competitive equity incentive program to compete with our peer group for key talent.

Our stockholders’ approval of the Amended 2025 Plan will allow us to continue to grant stock options, restricted stock unit awards and other awards at levels determined appropriate by the Board, Compensation Committee or other authorized committee of the Board. The Amended 2025 Plan will also allow us to further utilize a broad array of equity incentives in order to secure and retain the services of our employees and directors, and to continue to provide long-term incentives that align the interests of our employees and directors with the interests of our stockholders.

Stockholder Approval

If our stockholders approve the Amended 2025 Plan as proposed, we will have approximately 1.6 million shares available for issuance pursuant to awards under the Amended 2025 Plan after the Annual Meeting, which we believe will satisfy our anticipated near term regular equity granting needs over the next few years.

Why You Should Vote for the Amended 2025 Plan

The Amended 2025 Plan Balances Compensation and Governance Best Practices

The Amended 2025 Plan contains certain provisions that are designed to protect our stockholders’ interests and to reflect corporate governance best practices including:

•

No discounted stock options or stock appreciation rights. Subject to limited exception, all stock options and stock appreciation rights granted under the Amended 2025 Plan must have an exercise price equal to or greater than the fair market value of our common stock on the date the stock option or stock appreciation right is granted.

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•

Limit on non-employee director compensation. The aggregate value of all compensation granted or paid, as applicable, to any individual for service as a non-employee director with respect to any calendar year, including awards granted and cash fees paid by the Company to such non-employee director, will not exceed (i) $750,000 in total value or (ii) in the event such non-employee director is first appointed or elected to the Board of Directors during such period, $1,000,000 in total value, in each case calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes.

•	No liberal change in control definition. The change in control definition in the Amended 2025 Plan is not a “liberal” definition. A change in control transaction must actually occur in order for the change in control provisions in the Amended 2025 Plan to be triggered.

•	Material amendments require stockholder approval. The Amended 2025 Plan requires stockholder approval of any material revisions to the Amended 2025 Plan. In addition, certain other amendments to the Amended 2025 Plan require stockholder approval.

•

Awards subject to forfeiture/clawback. Awards granted under the Amended 2025 Plan will be subject to recoupment in accordance with our Compensation Recovery Policy and any other clawback policy that we adopt. In addition, we may impose other clawback, recovery or recoupment provisions in an award agreement, including a reacquisition right in respect of previously acquired shares or other cash or property upon the occurrence of cause.

Overhang

The following table provides certain information regarding our equity incentive program.


			As of April 28, 2026
Total number of shares of common stock subject to outstanding stock options			1,187,218
Weighted-average exercise price of outstanding stock options			$10.04
Weighted-average remaining term of outstanding stock options			7.99 years
Total number of shares of common stock subject to outstanding restricted stock unit awards			652,517
Total number of shares of common stock available for grant under the Inmagene Biopharmaceuticals 2019 Stock Incentive Plan (the “2019 Plan)			—
Total number of shares of common stock available for grant under the 2025 Plan			792,513
Total number of shares of common stock available for grant under the 2025 Equity Inducement Plan			918,558
Total number of shares of common stock outstanding on an as-converted basis⁽¹⁾			17,049,465
Per-share closing price of common stock as reported on Nasdaq Capital Market⁽²⁾			$5.75

(1)	Reflects 11,279,130 shares of common stock outstanding and prefunded warrants to acquire 5,770,335 shares of common stock.

(2)	Reflects the closing price of our common stock on April 28, 2026.

•	Please also refer to section titled “Equity Benefit Plans.”

We Intend to Manage Our Equity Incentive Award Use Carefully, and Dilution Is Reasonable

Our Board and its Compensation Committee (the “Compensation Committee”) continue to believe that equity incentive awards such as stock options and restricted stock unit awards are a vital part of our overall compensation program and enhance our ability to retain, recruit and motivate our personnel who are critical to our ability to execute successfully and implement our plans to advance IMA-007 for the treatment of atopic dermatitis and alopecia areata. Our compensation philosophy reflects broad-based eligibility for equity incentive awards, and we grant awards to substantially all of our employees because equity awards align the interests of our employees with those of our stockholders and are an important contributing factor to our success and the future growth of our business. Further, unlike most of our peer companies, we grant equity awards to our executive officers whose vesting is contingent on meeting pre-defined performance criteria, thereby further ensuring alignment with value creation. However, we recognize that equity incentive awards dilute existing stockholders, and, therefore, we must responsibly manage the growth of our equity compensation program. We are committed to effectively monitoring

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our equity compensation share reserve, including our “burn rate,” to ensure that we maximize stockholders’ value by granting the appropriate number of equity incentive awards necessary to attract, reward, and retain employees. In addition, the vesting of some of our equity awards granted to our Named Executive Officers is contingent on meeting pre-defined performance criteria, thereby ensuring alignment with value creation.

Amended 2025 Plan

The following is a summary of the principal features of the Amended 2025 Plan, together with the applicable tax implications with respect to the Amended 2025 Plan. The summary is qualified by reference to the full text of the Amended 2025 Plan, which is attached as Annex A to this Proxy Statement.

Purpose. The Amended 2025 Plan is designed to secure and retain the services of our employees, consultants and directors, provide incentives for our employees and directors to exert maximum efforts for the success of the Company and our affiliates, and provide a means by which our employees, consultants and directors may be given an opportunity to benefit from increases in the value of our common stock.

Eligibility. Any individual who is an employee of the Company or any of its affiliates, or any person who provides services to the Company or its affiliates, including consultants and members of the Board, is eligible to receive awards under the Amended 2025 Plan at the discretion of the administrator.

Types of Awards. The Amended 2025 Plan provides for the grant of ISOs to employees of the Company, including employees of any parent or subsidiary of the Company, and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights (“SARs”), restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees, directors, and consultants of the Company, including employees and consultants of affiliates.

Share Reserve. As of April 28, 2026, the maximum number of shares of common stock reserved for issuance pursuant to awards under the 2025 Plan was 1,677,248 shares, of which up to 792,513 shares remained available for issuance. The Evergreen Mechanism currently provides that the number of shares reserved for issuance under the 2025 Plan automatically increases on each January 1 by 5% of the number of issued and outstanding shares of our common stock on December 31 of the preceding calendar year, through (and including) January 1, 2035, unless our Board determines to increase the share pool by a smaller number of shares.

Subject to adjustment for certain changes in our capitalization, the aggregate number of shares that may be issued pursuant to awards under the Amended 2025 Plan will not exceed the sum of (a) 850,000 new shares, (b) 1,677,248 shares previously reserved for issuance under the Amended 2025 Plan, and (c) 0 Returning Shares (as defined in the 2025 Plan).

The Evergreen Mechanism under the Amended 2025 Plan provides for an automatic increase in the number of shares reserved for issuance thereunder on January 1 of each calendar year from 2027 through 2036 equal to (1) 5.0% of the sum of (x) the total number of shares of common stock outstanding on December 31st of the preceding calendar year plus (y) the total number of shares of common stock issuable upon conversion of shares of convertible preferred stock outstanding on December 31st of the preceding calendar year plus (z) the total number of shares of common stock issuable upon cash exercise of prefunded warrants outstanding on December 31st of the preceding calendar year, or (2) a lesser amount as may be approved by the Board each year.

The maximum number of shares that may be issued pursuant to the exercise of stock options intended to qualify as ISOs under the Amended 2025 Plan is 7,581,744.

Shares subject to stock awards granted under our Amended 2025 Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under our Amended 2025 Plan. Additionally, shares issued pursuant to stock awards under our Amended 2025 Plan that we repurchase or that are forfeited, as well as shares reacquired by us as consideration for the exercise or purchase price of a stock award or to satisfy tax withholding obligations related to a stock award, will become available for future grant under our Amended 2025 Plan.

Shares issued under our Amended 2025 Plan may be authorized but unissued or reacquired shares of our common stock.

If the Amended 2025 Plan described in this proposal is approved by our stockholders, we will file a Registration Statement on Form S-8 with the SEC with respect to the shares of common stock to be registered pursuant to the Amended 2025 Plan as soon as reasonably practicable following stockholder approval.

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Plan Administration. The Board, or a duly authorized committee of the Board, will administer the Amended 2025 Plan. We sometimes refer to our Board, or the applicable committee with the power to administer our equity incentive plans, as the administrator. The administrator may also delegate to one or more persons or bodies the authority to (i) designate employees (other than officers) to receive specified awards, (ii) determine the number of shares subject to such awards and (iii) determine the terms of such awards. Such persons or bodies may not grant a stock award to themselves and neither the Board nor any committee may delegate authority to any person or body (who is not a member of the Board or such body that is not comprised solely of members of the Board) the authority to determine the fair market value of the common stock for purposes of the Amended 2025 Plan.

The administrator has the authority to determine the terms of awards, including recipients, the exercise, purchase or strike price of awards, if any, the number of shares subject to each award, the fair market value of a share of common stock, the vesting schedule applicable to the awards, together with any vesting acceleration, and the form of consideration, if any, payable upon exercise or settlement of the award and the terms of the award agreements for use under the Amended 2025 Plan.

In addition, subject to the terms of the Amended 2025 Plan, the administrator also has the power to modify outstanding awards under the Amended 2025 Plan, including the authority to reprice any outstanding option or stock appreciation right, cancel and re-grant any outstanding option or stock appreciation right in exchange for new stock awards, cash or other consideration, or take any other action that is treated as a repricing under generally accepted accounting principles, with the consent of any materially adversely affected participant.

Stock Options. ISOs and NSOs are granted under stock option agreements adopted by the administrator. The administrator determines the exercise price for stock options, within the terms and conditions of the Amended 2025 Plan, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value of a share of common stock on the date of grant. Options granted under the Amended 2025 Plan vest at the rate specified in the stock option agreement as determined by the administrator.

Tax Limitations on ISOs. The aggregate fair market value, determined at the time of grant, of common stock with respect to ISOs that are exercisable for the first time by an optionholder during any calendar year under all of the Company’s stock plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of the Company’s total combined voting power or that of any of our affiliates unless (i) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant; and (ii) the option is not exercisable after the expiration of five years from the date of grant.

Restricted Stock Unit Awards. Restricted stock units are granted under restricted stock unit award agreements adopted by the administrator. Restricted stock units may be granted in consideration for the participant’s services to the Company. If any consideration is to be paid at the time of grant of the restricted stock units, as determined by the Board, any form of legal consideration that may be acceptable to the Board and permissible under applicable law will be permissible. A restricted stock unit may be settled by cash, delivery of stock, a combination of cash and stock as deemed appropriate by the administrator, or in any other form of consideration set forth in the restricted stock unit agreement. Additionally, dividend equivalents may be credited in respect of shares covered by a restricted stock unit. Except as otherwise provided in the applicable award agreement, restricted stock units that have not vested will be forfeited once the participant’s continuous service ends for any reason.

Restricted Stock Awards. Restricted stock awards are granted under restricted stock award agreements adopted by the administrator. A restricted stock award may be awarded in consideration for cash, check, bank draft or money order, services to the Company, or any other form of legal consideration that may be acceptable to the Board and permissible under applicable law. The administrator determines the terms and conditions of restricted stock awards, including vesting and forfeiture terms. If a participant’s service relationship with the Company ends for any reason, any or all of the shares of common stock held by the participant that have not vested as of the date the participant terminates service with the Company may be received by the Company through a forfeiture condition or a repurchase right.

Stock Appreciation Rights. Stock appreciation rights are granted under stock appreciation grant agreements adopted by the administrator. The administrator determines the purchase price or strike price for a stock appreciation right, which generally cannot be less than 100% of the fair market value of common stock on the date of grant. A stock appreciation right granted under the Amended 2025 Plan vests at the rate specified in the stock appreciation right agreement as determined by the administrator.

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Performance Awards. The Amended 2025 Plan permits the grant of performance-based stock and cash awards. The administrator may structure awards so that the shares of our stock, cash, or other property will be issued or paid only following the achievement of certain pre-established performance goals during a designated performance period. The performance criteria that will be used to establish such performance goals may be based on any one of, or combination of, the following as determined by the administrator: earnings (including earnings per share and net earnings); earnings before interest, taxes and depreciation; earnings before interest, taxes, depreciation and amortization; total stockholder return; relative stockholder return; return on equity or average stockholder’s equity; return on assets, investment, or capital employed; stock price; margin (including gross margin); income (before or after taxes); operating income; operating income after taxes; pre-tax profit; operating cash flow; sales, annual recurring revenue or revenue targets; increases in revenue or product revenue; expenses and cost reduction goals; improvement in or attainment of working capital levels; economic value added (or an equivalent metric); market share; cash flow; cash flow per share; share price performance; debt reduction; customer satisfaction; stockholder’s equity; capital expenditures; debt levels; operating profit or net operating profit; workforce diversity; growth of net income or operating income; billings; financing; regulatory milestones; stockholder liquidity; corporate governance and compliance; intellectual property; personnel matters; progress of internal research; progress of partnered programs; partner satisfaction; budget management; partner or collaborator achievements; internal controls, including those related to the U.S. Sarbanes-Oxley Act of 2002; investor relations, analysts and communication; implementation or completion of projects or processes; employee retention; number of users, including unique users; strategic partnerships or transactions (including in-licensing and out-licensing of intellectual property); establishing relationships with respect to the marketing, distribution and sale of the Company’s products; supply chain achievements; co-development, co-marketing, profit sharing, joint venture or other similar arrangements; individual performance goals; corporate development and planning goals; and other measures of performance selected by the administrator.

The performance goals may be based on a company-wide basis, with respect to one or more business units, divisions, affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise (i) in the award agreement at the time the award is granted or (ii) in such other document setting forth the performance goals at the time the goals are established, the Board will appropriately make adjustments in the method of calculating the attainment of performance goals as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects; (3) to exclude the effects of changes to generally accepted accounting principles; (4) to exclude the effects of any statutory adjustments to corporate tax rates; (5) to exclude the effects of items that are “unusual” in nature or occur “infrequently” as determined under generally accepted accounting principles; (6) to exclude the dilutive effects of acquisitions or joint ventures; (7) to assume that any business divested by the Company achieved performance objectives at targeted levels during the balance of a performance period following such divestiture; (8) to exclude the effect of any change in the outstanding shares of common stock by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends; (9) to exclude the effects of stock based compensation and the award of bonuses under our bonus plans; (10) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under generally accepted accounting principles; and (11) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally accepted accounting principles. In addition, the Board retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of the goals. The performance goals may differ from participant to participant and from award to award.

Other Stock Awards. The administrator may grant other awards based in whole or in part by reference to common stock. The administrator will set the number of shares under the stock award and all other terms and conditions of such awards.

Non-Employee Director Compensation Limit. The aggregate value of all compensation granted or paid to any non-employee director with respect to any calendar year, including stock awards granted and cash fees paid by the Company to such non-employee director, will not exceed $750,000 in total value, or in the event such non-employee director is first appointed or elected to the Board during such calendar year, $1 million in total value (in each case, calculating the value of any such stock awards based on the grant date fair value of such stock awards for financial reporting purposes).

Changes to Capital Structure. In the event there is a specified type of change in our capital structure, such as a stock split, reverse stock split, or recapitalization, appropriate adjustments will be made to (i) the class and maximum

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number of shares reserved for issuance under the Amended 2025 Plan, (ii) the class and maximum number of shares by which the share reserve may increase automatically each year, (iii) the class and maximum number of shares that may be issued on the exercise of ISOs, and (iv) the class and number of shares and exercise price, strike price, or purchase price, if applicable, of all outstanding stock awards.

Corporate Transactions. The following applies to stock awards under the Amended 2025 Plan in the event of a corporate transaction, unless otherwise provided in a participant’s stock award agreement or other written agreement with the Company or one of its affiliates or unless otherwise expressly provided by the administrator at the time of grant.

In the event of a corporate transaction, any stock awards outstanding under the Amended 2025 Plan may be assumed, continued or substituted for by any surviving or acquiring corporation (or its parent company), and any reacquisition or repurchase rights held by the Company with respect to the stock award may be assigned to the successor (or its parent company). If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute for such stock awards, then with respect to any such stock awards that are held by participants whose continuous service has not terminated prior to the effective time of the transaction, or current participants, the vesting (and exercisability, if applicable) of such stock awards will be accelerated in full to a date prior to the effective time of the transaction (contingent upon the effectiveness of the transaction), and such stock awards will terminate if not exercised (if applicable) at or prior to the effective time of the transaction, and any reacquisition or repurchase rights held by the Company with respect to such stock awards will lapse (contingent upon the effectiveness of the transaction). With respect to performance awards with multiple vesting levels depending on performance level, unless otherwise provided by an award agreement or by the administrator, the award will accelerate at 100% of target. If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute for such stock awards, then with respect to any such stock awards that are held by persons other than current participants, such awards will terminate if not exercised (if applicable) prior to the effective time of the transaction, except that any reacquisition or repurchase rights held by the Company with respect to such stock awards will not terminate and may continue to be exercised notwithstanding the transaction. The administrator is not obligated to treat all stock awards or portions of stock awards in the same manner and is not obligated to take the same actions with respect to all participants.

In the event a stock award will terminate if not exercised prior to the effective time of a transaction, the administrator may provide, in its sole discretion, that the holder of such stock award may not exercise such stock award but instead will receive a payment equal in value to the excess (if any) of (i) the value of the property the participant would have received upon the exercise of the stock award over (ii) any exercise price payable by such holder in connection with such exercise.

Under the Amended 2025 Plan, a corporate transaction is defined to include the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events: (i) a sale or disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries; (ii) a sale or disposition of more than 50% of the Company’s outstanding securities; (iii) a merger, consolidation or similar transaction where the Company does not survive the transaction; and (iv) a merger or consolidation where the Company does survive the transaction but the shares of common stock outstanding before such transaction are converted or exchanged into other property by virtue of the transaction.

Change in Control. In the event of a change in control, as defined under the Amended 2025 Plan, awards granted under the Amended 2025 Plan will not receive automatic acceleration of vesting and exercisability, although this treatment may be provided for in an award agreement.

Under the Amended 2025 Plan, a change in control is defined to include: (i) the acquisition by any person or company of more than 50% of the combined voting power of the Company’s then outstanding stock; (ii) a consummated merger, consolidation or similar transaction in which the Company’s stockholders immediately before the transaction do not own, directly or indirectly, more than 50% of the combined voting power of the surviving entity (or the parent of the surviving entity); (iii) a consummated sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries other than to an entity more than 50% of the combined voting power of which is owned by the Company’s stockholders; and (iv) an unapproved change in the majority of the Board.

Transferability. A participant may not transfer stock awards under the Amended 2025 Plan other than by will, the laws of descent and distribution, or as otherwise provided under the Amended 2025 Plan.

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Plan Amendment or Termination. The Board has the authority to amend, suspend, or terminate the Amended 2025 Plan, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent. Certain material amendments also require the approval of the Company’s stockholders. No ISOs may be granted after the tenth anniversary of the date the Board adopted the Amended 2025 Plan. No stock awards may be granted under the Amended 2025 Plan while it is suspended or after it is terminated.

U.S. Federal Income Tax Consequences

The following is a summary of the principal United States federal income tax consequences to participants and us with respect to participation in the Amended 2025 Plan. This summary is not intended to be exhaustive and does not discuss the income tax laws of any local, state or foreign jurisdiction in which a participant may reside. The information is based upon current federal income tax rules and therefore is subject to change when those rules change. Because the tax consequences to any participant may depend on his or her particular situation, each participant should consult the participant’s tax adviser regarding the federal, state, local and other tax consequences of the grant or exercise of an award or the disposition of stock acquired under the Amended 2025 Plan. The Amended 2025 Plan is not qualified under the provisions of Section 401(a) of the Code, and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended. Our ability to realize the benefit of any tax deductions described below depends on our generation of taxable income as well as the requirement of reasonableness, the provisions of Section 162(m) of the Code and the satisfaction of our tax reporting obligations.

NSOs

Generally, there is no taxation upon the grant of an NSO if the stock option is granted with an exercise price equal to the fair market value of the underlying stock on the grant date. Upon exercise, a participant will recognize ordinary income equal to the excess, if any, of the fair market value of the underlying stock on the date of exercise of the stock option over the exercise price. If the participant is employed by us or one of our affiliates, that income will be subject to withholding taxes. The participant’s tax basis in those shares will be equal to their fair market value on the date of exercise of the stock option, and the participant’s capital gain holding period for those shares will begin on that date.

Except as described below in connection with the deduction limit under Section 162(m) of the Code, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant.

ISOs

The Amended 2025 Plan provides for the grant of stock options that are intended to qualify as “incentive stock options,” as defined in Section 422 of the Code. Under the Code, a participant generally is not subject to ordinary income tax upon the grant or exercise of an ISO. If the participant holds a share received upon exercise of an ISO for more than two years from the date the stock option was granted and more than one year from the date the stock option was exercised, which is referred to as the required holding period, the difference, if any, between the amount realized on a sale or other taxable disposition of that share and the participant’s tax basis in that share will be long-term capital gain or loss.

If, however, a participant disposes of a share acquired upon exercise of an ISO before the end of the required holding period, which is referred to as a disqualifying disposition, the participant generally will recognize ordinary income in the year of the disqualifying disposition equal to the excess, if any, of the fair market value of the share on the date of exercise of the stock option over the exercise price. However, if the sales proceeds are less than the fair market value of the share on the date of exercise of the stock option, the amount of ordinary income recognized by the participant will not exceed the gain, if any, realized on the sale. If the amount realized on a disqualifying disposition exceeds the fair market value of the share on the date of exercise of the stock option, that excess will be short-term or long-term capital gain, depending on whether the holding period for the share exceeds one year.

For purposes of the alternative minimum tax, the amount by which the fair market value of a share acquired upon exercise of an ISO exceeds the exercise price of the stock option generally will be an adjustment included in the participant’s alternative minimum taxable income for the year in which the stock option is exercised. If, however, there is a disqualifying disposition of the share in the year in which the stock option is exercised, there will be no adjustment for alternative minimum tax purposes with respect to that share. In computing alternative minimum

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taxable income, the tax basis of a share acquired upon exercise of an ISO is increased by the amount of the adjustment taken into account with respect to that share for alternative minimum tax purposes in the year the stock option is exercised.

We are not allowed a tax deduction with respect to the grant or exercise of an ISO or the disposition of a share acquired upon exercise of an ISO after the required holding period. If there is a disqualifying disposition of a share, however, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant, provided that either the employee includes that amount in income or we timely satisfy our reporting requirements with respect to that amount.

Restricted Stock Awards

Generally, the recipient of a restricted stock award will recognize ordinary income at the time the shares are received equal to the excess, if any, of the fair market value of the shares received over any amount paid by the recipient in exchange for the shares. If, however, the shares are not vested when they are received (for example, if the employee is required to work for a period of time in order to have the right to sell the shares), the recipient generally will not recognize income until the shares become vested, at which time the recipient will recognize ordinary income equal to the excess, if any, of the fair market value of the shares on the date they become vested over any amount paid by the recipient in exchange for the shares. A recipient may, however, file an election with the Internal Revenue Service, within 30 days following his or her receipt of the award, to recognize ordinary income, as of the date the recipient receives the award, equal to the excess, if any, of the fair market value of the shares on the date the award is granted over any amount paid by the recipient for the shares.

The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted stock award will be the amount paid for such shares plus any ordinary income recognized either when the shares are received or when the shares become vested.

We will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the restricted stock award.

Restricted Stock Unit Awards

Generally, the recipient of a restricted stock unit award structured to comply with the requirements of Section 409A of the Code or an exemption to Section 409A of the Code will recognize ordinary income at the time the shares are delivered equal to the excess, if any, of the fair market value of the shares received over any amount paid by the recipient in exchange for the shares. To comply with the requirements of Section 409A of the Code, the shares subject to a restricted stock unit award may generally only be delivered upon one of the following events: a fixed calendar date (or dates), separation from service, death, disability or a change in control. If delivery occurs on another date, unless the restricted stock unit award otherwise complies with or qualifies for an exemption to the requirements of Section 409A of the Code, in addition to the tax treatment described above, the recipient will owe an additional 20% federal tax and interest on any taxes owed.

The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted stock unit award will be the amount paid for such shares plus any ordinary income recognized when the shares are delivered.

We will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the restricted stock unit award.

Stock Appreciation Rights

Generally, if a stock appreciation right is granted with an exercise price equal to the fair market value of the underlying shares on the grant date, the recipient will recognize ordinary income equal to the fair market value of the shares or cash received upon such exercise.

We will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the stock appreciation right.

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Section 162(m) Limitations

Under Section 162(m) of the Code (“Section 162(m)”), compensation paid to any publicly held corporation’s “covered employees” that exceeds $1 million per taxable year for any covered employee is generally non-deductible. Awards granted under the Amended 2025 Plan will be subject to the deduction limit under Section 162(m).

New Plan Benefits

In general, awards to executive officers, other employees and consultants are made at the discretion of the administrator. As a result, the benefits and amounts that will be received or allocated under the Amended 2025 Plan are not determinable at this time.

Plan Benefits Under 2025 Plan

The following table sets forth, for each of the individuals and various groups indicated, the total number of awards that have been granted under the 2025 Plan as of April 28, 2026.


2025 Plan
Name and position	Options	Number of RSUs	Aggregate Shares
Kristin Yarema, Ph.D., Chief Executive Officer, Director and interim principal financial officer	152,535	85,400	237,935
Benjamin Porter-Brown, M.D., Chief Medical Officer	—	—	—
David Bonita, M.D., Lead Independent Director	—	—	—
Otello Stampacchia, Ph.D., Director	—	—	—
Jonathan Jian Wang, Chairman of the Board	31,200	—	31,200
Joseph Slattery, Director	31,200	—	31,200
Weiguo Su, Director⁽¹⁾	—	—	—
All current executive officers as a group	152,535	85,400	237,935
All current directors who are not executive officers as a group	62,400	—	62,400
All employees, including all current officers who are not executive officers, as a group	226,530	397,670	624,200

(1)	Dr. Su has waived any remuneration or fees for his role as a member of the Board.

Equity Compensation Plan Information

Please see the section of this Proxy Statement entitled “Equity Benefit Plans” for certain information with respect to compensation plans under which our equity securities are authorized for issuance.

Certain Interests of Directors

In considering the recommendation of our Board with respect to the approval of the Amended 2025 Plan, stockholders should be aware that the members of the Board have certain interests that may present them with conflicts of interest in connection with such proposal. As discussed above, directors are eligible to receive awards under the Amended 2025 Plan. The Board recognizes that approval of this proposal may benefit our directors and their successors.

Required Vote of Stockholders

To be approved, this proposal must receive “For” votes from a majority of the total votes cast on the proposal. Abstentions and broker non-votes are not considered votes cast and will have no effect on the outcome of this proposal.

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DELINQUENT SECTION 16 REPORTS

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

Based solely on our review of electronic filings with the SEC of such reports and written representations from our executive officers and directors that no Form 5 is required, we believe that our executive officers and directors complied with all Section 16(A) filing requirements during 2025, except that one report, covering an aggregate of three transactions, was filed late by Dr. Bonita; one report, covering an aggregate of three transactions, was filed late by Dr. Stampacchia; two reports, covering an aggregate of four transactions were filed late by Dr. Lu; two reports, covering an aggregate of two transactions were filed late by Dr. Wang; two reports, covering an aggregate of three transactions were filed late by Mr. Wang, one report was filed late by Dr. Su, and Dr. Su failed to file one report, covering one transaction.

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EXECUTIVE OFFICERS

The following table sets forth certain information with respect to our executive officers as of April 28, 2026.

Kristin Yarema, Ph.D. Biographical information for Dr. Yarema is included above with the director biographies under the caption “Class III Directors Continuing in Office Until Our 2027 Annual Meeting”.

Benjamin Porter-Brown, M.D. Dr. Porter-Brown has served as our Chief Medical Officer since February 2026. He served as Chief Medical Officer of Bicept Biologics Ltd. from May 2025 to January 2026 and as a member of the board of directors from May 2025 to February 2026. Dr. Porter-Brown served as Chief Medical Officer of MoonLake Immunotherapeutics, leading development of sonelokimab in a variety of immune mediated diseases from August 2023 to August 2025. Previously, he served as Vice President, Clinical Development at Kymab Ltd. from January 2017 to August 2023 where he led the development of amlitelimab that led to the acquisition by Sanofi in 2021, where he continued to lead its development in a variety of immune mediated diseases. Dr. Porter-Brown previously worked as a general physician in the UK NHS before joining Roche Pharmaceuticals where he held a variety of clinical development roles over 16 years with his last post being Global Head of Infectious Diseases. He received a BSc (Hons) in Pharmacology with Basic Medical Sciences from the University of London and Medical Degree from Imperial College of London.

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

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EXECUTIVE AND DIRECTOR COMPENSATION

The following tables and accompanying narrative disclosure set forth information about the compensation provided to our named executive officers during the years ended December 31, 2025 and 2024. These executive officers, who include the individuals who served as our principal executive officer in 2025 and the two most highly compensated executive officers (other than our principal executive officer) who were serving as executive officers at the end of the fiscal year ended December 31, 2025 and up to two additional individuals who would have been named executive officers but for the fact that they were not serving as executive officers at the end of the fiscal year ended December 31, 2025, were:

•	Kristin Yarema, Ph.D., Chief Executive Officer;

•	Mark Manfredi, Ph.D., former President and Chief Executive Officer;

•	Yufang Lu, former Chief Medical Officer; and

•	Jotin Marango, former Chief Financial Officer.

We refer to these individuals as our named executive officers. As of the fiscal year ended December 31, 2025, Dr. Yarema was the sole executive officer of the Company.

Summary Compensation Table

The following table shows for the fiscal years ended December 31, 2025 and 2024, compensation awarded to or paid to, or earned by, the named executive officers.


Name and Principal Position	Fiscal Year	Salary ($)	Bonus⁽¹⁾	Stock Awards ($)⁽²⁾	Option Awards ($)⁽³⁾	Non-Equity Incentive Plan Compensation ($)⁽⁴⁾	All Other Compensation ($)⁽⁵⁾	Total ($)
Kristin Yarema, Ph.D.⁽⁶⁾ Chief Executive Officer	2025	274,615	291,918	1,312,468	6,148,382	138,082	5,733	8,171,198
Mark Manfredi, Ph.D.⁽⁷⁾ Former President and Chief Executive Officer	2025	338,745	890,000	—	—	—	1,483,072	2,711,817
	2024	569,000		—	334,016	284,500	14,694	1,202,210
YuFang Lu, M.D., Ph.D.⁽⁸⁾ Former Chief Medical Officer	2025	452,011	—	—	—	—	195,842	647,852
Jotin Marango, M.D., Ph.D.⁽⁹⁾ Former Chief Financial Officer	2025	392,607	905,000	—	—	—	271,631	1,569,237
	2024	456,133	165,000	—	701,248	188,000	813	1,511,194

(1)

With respect to Dr. Manfredi, the amount represents (i) a one-time transaction bonus of $590,000 paid on August 1, 2025, which was subject to any reduction required under the best net after-tax cutback provision in the Manfredi Agreement (as defined below), and (ii) the Manfredi Retention Award (as defined below) of $300,000 pursuant to the Manfredi Retention Award Agreement (as defined below) paid on July 30, 2025. With respect to Dr. Yarema, the amount reflects (i) a sign-on bonus pursuant to the terms of Dr. Yarema’s offer letter and (ii) a discretionary cash bonus earned in 2025, which was approved by our compensation committee in recognition of Dr. Yarema’s exceptional effort and work to the Company following the Merger. With respect to Dr. Marango, the 2025 amount represents (i) retention bonuses he received in 2025, in an amount equal to (a) $85,000 paid on July 30, 2025 and (b) $70,000 paid on July 30, 2025 and (ii) a one-time transaction bonus of $750,000 paid on August 1, 2025, which was subject to any reduction required under the best net after-tax cutback provision in the Marango Agreement (as defined below).

(2)

In accordance with SEC rules, this column reflects the aggregate grant date fair value of the restricted stock units granted in fiscal year 2025. The amount included has been computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of this amount are described in Note 13 to our audited consolidated financial statements for the year ended December 31, 2025. This amount does not reflect the actual economic value that will be realized by our named executive officer upon the vesting of the restricted stock units or the sale of the common stock underlying such restricted stock units.

(3)

The amounts reported represent the aggregate grant date fair value of the stock option awards granted to the named executive officers during fiscal years 2025 and 2024, calculated in accordance with ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair values of the awards reported in this column are described in Note 13 to our audited consolidated financial statements for the year ended December 31, 2025. The amounts reported in this column reflect the accounting cost for the stock options and do not correspond to the actual economic value that may be received upon exercise of the stock option or any sale of any of the underlying shares of common stock.

(4)	Represents performance-based cash bonuses earned in the applicable fiscal year and paid in the following fiscal year. See “—Non-Equity Incentive Plan Compensation” below for a description of the material terms of the program pursuant to which this compensation was awarded.

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(5)

Amounts represent matching contributions under our 401(k) plan, life insurance premiums paid, change in control or termination payments and the dollar value of dividends or earnings paid on stock or option awards, if not factored into grant date fair values. For calendar year 2025, the following amounts represent contributions under our 401(k) plan: $5,265 for Dr. Yarema, $14,000 for Dr. Manfredi and $13,496 for Dr. Lu. For calendar year 2025, the following amounts represent paid life insurance premiums: $468 for Dr. Yarema, $868 for Dr. Manfredi, $745 for Dr. Lu and $914 for Dr. Marango. For calendar year 2025, the following amounts represent change in control or termination payments: $1,183,520 for Dr. Manfredi and $181,600 for Dr. Lu. For calendar year 2025 the following amounts represent the dollar value of the shares of the Company’s voting common stock received by Dr. Manfredi and Mr. Marango for their in the money Ikena options held at the time of the Merger: $284,684 for Dr. Manfredi and $270,716 for Dr. Marango.

(6)	Dr. Yarema was appointed as Chief Executive Officer upon the closing of the Merger. All compensation reported for 2025 in this table reflects compensation paid by us or earned in the period following the Merger through December 31, 2025.

(7)	Upon the closing of the Merger, Dr. Manfredi resigned from all positions held at Ikena and its subsidiaries.

(8)

Dr. Lu was appointed as Chief Medical Officer upon the closing of the Merger. Dr. Lu resigned as our Chief Medical Officer, effective as of December 31, 2025. All compensation reported for 2025 in this table reflects compensation paid by us in 2025, which, in light of the Merger, reflects payments made by Ikena from January 1, 2025 through the date of the Merger and compensation paid by ImageneBio or earned in the period following the Merger through December 31, 2025.

(9)	Upon the closing of the Merger, Dr. Marango became our Chief Financial Officer and Corporate Secretary. Dr. Marango resigned from all of his positions with the Company, effective as of October 20, 2025.

Narrative Disclosure to Summary Compensation Table

Our compensation committee determines our executive officers’ compensation in accordance with the terms of our compensation committee’s written charter, and will review and discuss management’s proposed compensation with our chief executive officer for all executives other than our chief executive officer. Our compensation committee generally reviews compensation annually for all employees, including our named executive officers, and will consider compensation for comparable positions in the market, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders and a long-term commitment to our Company.

Annual Base Salary

Our named executive officers each receive a base salary to compensate them for services rendered to us. The base salary payable to each named executive officer was intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. Base salaries are reviewed annually, typically in connection with our annual performance review process, approved by our board of directors or our compensation committee, and were adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance, and experience.

The 2025 annual base salaries for our named executive officers are set forth in the table below:


Name			Base Salary ($)
Kristin Yarema, Ph.D.⁽¹⁾			630,000
Mark Manfredi, Ph.D.			591,760
Yufang Lu, M.D., Ph.D.			453,859
Jotin Marango, M.D., Ph.D.			488,800

(1)	In March 2026, the Board approved an increase in Dr. Yarema’s base salary to $680,000, effective January 1, 2026.

Non-Equity Plan Compensation

In addition to base salaries, our named executive officers are eligible to receive annual performance-based cash bonuses, which were designed to provide appropriate incentives to our executives to achieve defined annual corporate goals and to reward its executives for individual achievement towards these goals. The performance-based bonus generally is based on the extent to which the Company achieved the specified corporate goals that its board of directors established. After the end of the year, our Board reviews the Company’s performance against the established corporate goals and approves the extent to which the Company achieved such goals.

The annual performance-based bonus opportunities are based on personal performance and the extent to which the Company achieved corporate goals relating to capital raising, partner and grant funding and progress with clinical development for the fiscal year ended December 31, 2025. The corporate goals were established so that target attainment is not assured. Instead, our executives were required to demonstrate significant effort, dedication, and achievement to attain payment for performance at target or above.

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The target annual bonus for each of Dr. Yarema, Dr. Manfredi, Dr. Lu and Dr. Marango, for the fiscal year ended December 31, 2025 were 50%, 50%, 30% and 40% of annual base salary, respectively. With respect to the fiscal year ended December 31, 2025, our compensation committee approved a bonus for Dr. Yarema of $250,000 (the “Yarema 2025 Bonus”) and determined that the Company achieved its corporate goals at 100%. Based on the contractual terms of Dr. Yarema’s offer letter, the non-equity compensation portion of the Yarema 2025 Bonus was $138,082 (100% of target with a 50% target bonus, prorated to the number of days Dr. Yarema was employed by the Company in 2025). The remaining $111,918 is deemed a discretionary bonus and is addressed below under the “Bonuses.” Dr. Manfredi, Dr. Lu, and Dr. Marango were no longer employed as officers and were ineligible to receive annual discretionary cash bonuses. In March 2026, the Board approved a target annual bonus for Dr. Yarema for the fiscal year ending December 31, 2026 of 60%. These amounts are listed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

Bonuses

In July 2024, Ikena entered into retention agreements (“Retention Agreements”) with each of its named executive officers. Pursuant to his Retention Agreement, Dr. Manfredi received a one-time discretionary bonus of $300,000 paid in July 2025 following the closing of the Merger. Dr. Marango’s Retention Agreement provided for payment of his retention bonus in three installments, with $82,500 paid on July 15, 2024, $82,500 paid at the time of the signing of the Merger Agreement, and a final payment of $85,000 that was paid upon the closing of the Merger.

In July 2025, we approved certain one-time transaction bonuses payments to certain service providers of the Company in connection with the closing of the Merger, including $590,000 for Dr. Manfredi and $750,000 for Dr. Marango.

In February 2026, our compensation committee approved the Yarema 2025 Bonus. As discussed above, $111,918 of the Yarema 2025 Bonus was deemed to be a one-time discretionary bonus to Dr. Yarema awarded in recognition of her exceptional effort and work to the Company following the Merger.

Equity-Based Incentive Awards

Ikena’s equity grant program was intended to align the interests of its named executive officers with those of its stockholders and to motivate them to make important contributions to Ikena’s performance. Ikena believed that equity grants provided its executives with a strong link to its long-term performance, created an ownership culture and helped to align the interests of Ikena’s executives and its stockholders. These equity awards were a key aspect of Ikena’s compensation philosophy and served to align the interests of Ikena’s executive officers with its stockholders, as they were tied to future increases in the value of Ikena’s stock. Further, Ikena believed that equity awards with a time-based vesting feature promoted retention because this feature incentivized Ikena’s named executive officers to remain in Ikena’s employment during the vesting period. In 2024, Ikena granted stock options to each of Ikena’s named executive officers, as reflected in the “—Outstanding Equity Awards as of December 31, 2025” below.

Following the Merger, our equity-based incentive awards granted to our named executive officers are designed to align the interests of our named executive officers with those of our stockholders. Vesting of equity awards is or is expected to be generally tied to each officer’s continuous service with us and serves or will serve as an additional retention measure. Executives generally will be awarded an initial new hire grant upon commencement of employment and thereafter on an annual basis. Additional grants may occur periodically in order to specifically incentivize executives with respect to achieving certain corporate goals or to reward executives for exceptional performance. Unless and until our Board provides otherwise, all equity awards will be granted pursuant to our 2025 Equity Incentive Plan (the “2025 Plan”), the terms of which plan are described below under “—Equity Benefit Plans-2025 Equity Incentive Plan.”

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Outstanding Equity Awards as of December 31, 2025

The following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2025.


	Option Awards					Stock Awards
Name	Vesting Commencement Date	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of shares or units of stock that have not vested (#)	Market value of shares of units or stock that have not vested ($)⁽¹⁾
Kristin Yarema	7/25/2025	—	24,435⁽²⁾	16.37	7/27/2035
	7/25/2025		436,080⁽³⁾	16.37	7/27/2035	—
	7/25/2025					153,505⁽⁴⁾	1,059,185
Mark Manfredi, Ph.D.	—	—	—	—	—	—
Yufang Lu, M.D., Ph.D.⁽⁵⁾	2/27/2023	27,013⁽⁶⁾	11,124	28.71	2/26/2033	—
	7/14/2023	18,369⁽⁷⁾	9,090	4.59	7/13/2033	—
	3/21/2024	2,008⁽⁸⁾	2,583	4.59	3/20/2034	—
	6/14/2024	2,287⁽⁹⁾	3,815	4.59	6/13/2034	—
Jotin Marango, M.D., Ph.D.	—

Weiguo Su, Ph.D.
Director

Director Since: July 2025 Age: 68

Committee Memberships: None

Dr. Su has served as a member of our Board since July 2025. Dr. Su has served as the Executive Director, Chief Executive Officer and Chief Scientific Officer of HUTCHMED (China) Limited (“Hutchmed”), a commercial stage biopharmaceutical company listed on The Stock Exchange of Hong Kong Limited, AIM market of the London Stock Exchange and in the form of American depositary shares on the Nasdaq Global Select Market, since 2022, its Chief Scientific Officer since 2012, and as one of its executive directors since 2017. Dr. Su has headed all drug discovery and research since he joined Hutchmed, including master-minding the scientific strategy of the company, being a key leader of its Oncology/Immunology operations, and being responsible for the discovery of each and every small molecule drug candidate in its pipeline. Prior to joining Hutchmed in 2005, Dr. Su worked with the U.S. research and development department of Pfizer, Inc. In 2017, Dr. Su was granted the prestigious award by the China Pharmaceutical Innovation and Research Development Association as one of the Most Influential Drug R&D Leaders in China. Dr. Su received a Bachelor of Science degree in Chemistry from Fudan University in Shanghai and completed a Ph.D. and Post-Doctoral Fellowship in Chemistry at Harvard University under the guidance of Nobel Laureate Professor E. J. Corey.

Skills and Qualifications

We believe that Dr. Su is qualified to serve as a member of our Board because of his extensive experience in the healthcare and life sciences sector, proven executive leadership, and strong academic background.

SEC Form DEF 14A filed by ImageneBio Inc.