DEF 14A

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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 x

Filed by a Party other than the Registrant o

Check the appropriate box:


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

QUINCE THERAPEUTICS, 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):


x	No fee required

o	Fee paid previously with preliminary materials

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

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611 Gateway Boulevard, Suite 273

South San Francisco, California

94080

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On Thursday, June 11, 2026

You are cordially invited to attend the 2026 Annual Meeting of Stockholders, or the Annual Meeting, of Quince Therapeutics, Inc., or the Company, on Thursday, June 11, 2026 at 10:00 a.m. Pacific Time. The Annual Meeting will be a completely virtual meeting, conducted via live webcast on the internet at https://edge.media-server.com/mmc/p/sx2gkazi. There will be no physical location for the Annual Meeting. You will be able to attend and participate in the Annual Meeting online, submit questions during the meeting and vote your shares electronically. In addition, although the live webcast is available only to stockholders at the time of the meeting, following completion of the Annual Meeting, a webcast replay will be posted to the Investor Relations section of our website at https://ir.quincetx.com.

The matters expected to be acted upon at the Annual Meeting are described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. The Annual Meeting materials include this notice, the Notice of Internet Availability of Proxy Materials, the proxy statement, our annual report and the proxy card, each of which is available at https://www.astproxyportal.com/ast/22818/.

Please use this opportunity to take part in our affairs by voting on the business to come before the Annual Meeting. You will receive a Notice of Internet Availability of Proxy Materials, or the Notice, which we expect to mail on or about Thursday, April 30, 2026, unless you have previously requested to receive our proxy materials in paper form. Only stockholders of record at the close of business on Thursday, April 23, 2026 may vote at the Annual Meeting and any postponements or adjournments of the meeting. All stockholders are cordially invited to participate in the Annual Meeting and any postponements or adjournments of the meeting. However, to ensure your representation at the Annual Meeting, please vote as soon as possible by using the internet or telephone, as instructed in the Notice. Alternatively, you may follow the procedures outlined in the Notice to request a paper proxy card to submit your vote by mail. Returning the paper proxy card or voting electronically does NOT deprive you of your right to participate in the virtual meeting and to vote your shares for the matters acted upon at the meeting.

Your vote is important. Whether or not you expect to attend and participate in the Annual Meeting, please submit your proxy electronically via the internet or by telephone by following the instructions in the Notice or if you asked to receive the proxy materials in paper form, please complete, sign and date the proxy card and return it in the postage paid envelope provided.


		Sincerely,
		/s/ Dirk Thye
		Dirk Thye, M.D.
		Chief Executive Officer, Chief Medical Officer, and Director

		April 27, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 11, 2026: THE PROXY STATEMENT, PROXY CARD AND ANNUAL

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REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 ARE AVAILABLE FREE OF CHARGE AT HTTP://WWW.ASTPROXYPORTAL.COM/AST/22818.

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QUINCE THERAPEUTICS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


Time and Date:		Thursday, June 11, 2026 at 10:00 a.m. Pacific Time.

Place:		The Annual Meeting will be held via live webcast on the internet at https://edge.media-server.com/mmc/p/sx2gkazi. .

Items of Business:		1. Elect the board of directors' Class I nominee for director to serve until the 2029 annual meeting of stockholders and until her successor is duly elected and qualified.

		2. Approve an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of all our outstanding shares of common stock by a ratio, ranging from one-for-ten (1-for-10) to one-for-one hundred (1-for-100), with the exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization of our stockholders.

		2. Ratify the selection of BDO USA, P.C. as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026.

		3. Approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement accompanying this Notice.

		4. Approve the adjournment or postponement of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in favor of the foregoing proposals.

		5. Transact any other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

Record Date:		Only stockholders of record at the close of business on Thursday, April 23, 2026 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof.

Proxy Voting:		Each share of common stock that you own represents one vote.

		For questions regarding your stock ownership, you may contact us through our Investor Relations section of our website at https://ir.quincetx.com or, if you are a registered holder, contact our transfer agent, EQ Transfer Agent Services, through its website https://equiniti.com/us/ast-access or by phone at (800) 937-5449.

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	By Order of the Board of Directors,

		/s/ Dirk Thye
		Dirk Thye, M.D.
		Chief Executive Officer, Chief Medical Officer, and Director

		April 27, 2026

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	Page

INFORMATION ABOUT SOLICITATION AND VOTING	1
INTERNET AVAILABILITY OF PROXY MATERIALS	1
QUESTIONS AND ANSWERS ABOUT THE MEETING	1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	10
REPORT OF THE AUDIT COMMITTEE	17
NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS	18
PROPOSAL ONE: ELECTION OF CLASS I DIRECTOR	19
PROPOSAL TWO: APPROVAL OF AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF THE ISSUED AND OUTSTANDING COMMON STOCK	21
PROPOSAL THREE: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	30
PROPOSAL FOUR: ADVISORY VOTE ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS	32
PROPOSAL FIVE: ADJOURNMENT OR POSTPONEMENT OF ANNUAL MEETING	33
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	34
EXECUTIVE OFFICERS	36
EXECUTIVE COMPENSATION	37
DIRECTOR COMPENSATION	47
EQUITY COMPENSATION PLAN INFORMATION	49
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	50
HOUSEHOLDING OF PROXY MATERIALS	51
ADDITIONAL INFORMATION	52
OTHER MATTERS	52

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QUINCE THERAPEUTICS, INC.

PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON THURSDAY, JUNE 11, 2026

APRIL 27, 2026

INFORMATION ABOUT SOLICITATION AND VOTING

The accompanying proxy is solicited on behalf of our board of directors of Quince Therapeutics, Inc., or Quince, for use at Quince’s 2026 Annual Meeting of Stockholders, or the Annual Meeting or the meeting, to be held on Thursday, June 11, 2026 at 10:00 a.m. Pacific Time via live webcast on the internet at https://edge.media-server.com/mmc/p/sx2gkazi. . References in the Proxy Statement to “we,” “us,” “our,” “the Company” or “Quince” refer to Quince Therapeutics, Inc.

We effected a reverse stock split of our outstanding common stock and Exchangeable Shares at a ratio of 1-for-10, effective as of 11:59 p.m., Eastern Time, on April 10, 2026. We have reflected the reverse stock split herein, unless otherwise indicated. However, the information set forth in our Annual Report on Form 10-K for the year ended December 31, 2025 has not been adjusted to give effect to such reverse stock split.

INTERNET AVAILABILITY OF PROXY MATERIALS

We will mail, on or about Thursday, April 30, 2026, the Notice of Internet Availability of Proxy Materials, or the Notice, to our stockholders of record and beneficial owners at the close of business on Thursday, April 23, 2026 or the Record Date. On the date of mailing of the Notice, all stockholders and beneficial owners will have the ability to access all of the proxy materials on a website referred to in the Notice. These proxy materials will be available free of charge.

The Notice will identify the website where the proxy materials will be made available; the date, the time and location of the Annual Meeting; the matters to be acted upon at the meeting and our board of directors’ recommendations with regard to each matter; a toll-free telephone number, an e-mail address, and a website where stockholders can request a paper or e-mail copy of the Proxy Statement; our Annual Report on Form 10-K for the year ended December 31, 2025, or our Annual Report, and a form of proxy relating to the Annual Meeting; information on how to access the form of proxy; and information on how to participate in the meeting and vote in person online.

QUESTIONS AND ANSWERS ABOUT THE MEETING

What is the purpose of the meeting?

At the meeting, stockholders will act upon the proposals described in this Proxy Statement. In addition, following the formal portion of the meeting, management will be available to respond to questions from stockholders.

What proposals are scheduled to be voted on at the meeting?

Stockholders will be asked to vote on the following proposals at the meeting:

To elect June Bray as the Class I director to serve until the 2029 annual meeting of stockholders and until her successor is duly elected and qualified;

To approve an amendment to our amended and restated certificate of incorporation to effect a reverse stock split of all our outstanding shares of common stock by a ratio, ranging from one-for-ten (1-for-10) to one-for-one hundred (1-for-100), with the exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization of our stockholders;

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to ratify the selection of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

to approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the Proxy Statement; and

to approve the adjournment or postponement of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in favor of the foregoing proposals.

Could matters other than Proposals One through Five be decided at the meeting?

Our amended and restated bylaws ("Bylaws") require that we receive advance notice of any proposal to be brought before the meeting by stockholders of Quince, and we have not received notice of any such proposals. If any other matter were to come before the meeting, the proxy holders appointed by our board of directors will have the discretion to vote on those matters for you.

How does the board of directors recommend I vote on these proposals?

Our board of directors recommends that you vote your shares:

•

“FOR ALL” nominees to the board of directors (Proposal 1);

•

“FOR” an amendment to our certificate of incorporation to effect a reverse stock split of our issued and outstanding common stock (Proposal 2);

•

“FOR” the ratification of the selection of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 3);

•

“FOR”, on an advisory basis, the compensation of our named executive officers, as disclosed in the Proxy Statement (Proposal 4); and

•

“FOR” the adjournment or postponement of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in favor of the foregoing proposals (Proposal 5).

Who may vote at the Annual Meeting?

Stockholders of record as of the close of business on Thursday, April 23, 2026, or the Record Date, are entitled to receive notice of, to attend and participate, and to vote at the Annual Meeting. At the close of business on the Record Date, there were 16,300,740 shares of our common stock outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, you are considered the stockholder of record with respect to those shares, and the Notice or these proxy materials were sent directly to you by Quince.

Beneficial Owner of Shares Held in Street Name: Shares Registered in the Name of a Broker or Nominee

If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the “beneficial owner” of shares held in “street name,” and the Notice or these proxy materials were forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. Because you are not the stockholder of record, you may not vote your shares at

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the Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting. Beneficial owners must obtain a valid proxy from the organization that holds their shares and present it to Equiniti Trust Company, LLC at least two (2) weeks in advance of the Annual Meeting.

How do I vote?

You may vote by mail or follow any alternative voting procedure (such as telephone or internet voting) described on your proxy card. To use an alternative voting procedure, follow the instructions on each Notice and/or proxy card that you receive. The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

•

vote by telephone or through the internet – in order to do so, please follow the instructions shown on your Notice or proxy card;

•

vote by mail – if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign and date the enclosed proxy card and return it before the meeting in the pre-paid envelope provided; or

•

vote in person – you may virtually attend and participate in the Annual Meeting online at https://edge.media-server.com/mmc/p/sx2gkazi and vote your shares electronically before the polls close during the Annual Meeting. The password for the meeting is quince2026.

Votes submitted by telephone or through the internet must be received by 11:59 p.m. Eastern Time, on Wednesday, June 10, 2026. Submitting your proxy, whether by telephone, through the internet or by mail if you request or received a paper proxy card, will not affect your right to vote in person should you decide to attend and participate in the meeting virtually.

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

If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to direct it how to vote your shares. Your vote is important. To ensure that your vote is counted, complete and mail the voting instruction card provided by your brokerage firm, bank, or other nominee as directed by your nominee. To electronically vote in person at the meeting online, you must obtain a legal proxy from your nominee. Follow the instructions from your nominee included with our proxy materials or contact your nominee to request a proxy form.

Your vote is important. Whether or not you plan to participate in the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted.

How do I vote by internet or telephone?

If you wish to vote by internet or telephone, you may do so by following the voting instructions included on your Notice or proxy card. Please have each Notice or proxy card you received in hand when you vote over the internet or by telephone as you will need information specified therein to submit your vote. The giving of such a telephonic or internet proxy will not affect your right to vote in person (as detailed above) should you decide to attend the meeting virtually.

The telephone and internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly.

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What shares can I vote?

Each share of Quince common stock issued and outstanding as of the close of business on Thursday, April 23, 2026, is entitled to vote on all items being voted on at the meeting. You may vote all shares owned by you as of Thursday, April 23, 2026, including (1) shares held directly in your name as the stockholder of record, and (2) shares held for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee.

How many votes am I entitled to per share?

Each holder of shares of common stock is entitled to one vote for each share of common stock held as of Thursday, April 23, 2026.

What is the quorum requirement for the meeting?

One-third (33.3%) our outstanding shares of common stock entitled to vote as of the record date must be present at the meeting in order for us to hold the meeting and conduct business. This is called a quorum. Your shares will be counted as present at the meeting if you:

•

are present and entitled to vote in person at the meeting; or

•

properly submitted a proxy card or voter instruction card in advance of or at the meeting.

If you are present in person or by proxy at the meeting, but abstain from voting on any or all proposals, your shares are still counted as present and entitled to vote. Each proposal listed in this proxy statement identifies the votes needed to approve or ratify the proposed action.

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

The following table summarizes the minimum vote needed to approve each proposal and the effect of abstentions or withhold votes, as applicable, and broker non-votes.

     Proposal
Number

     Proposal
Description

     Vote Required for Approval

     Voting Options

     Effect of
Abstentions
or
Withhold
Votes, as
Applicable

     Effect of
Broker
Non-
Votes

     Board
Recommendations

     1

     Election of Director

     Nominees receiving the most “For” votes will be elected.

     FOR or WITHHOLD

     No Effect

     No Effect

     FOR all nominee

     2

     Reverse Stock Split

     “For” votes from the holders of a majority of votes cast affirmatively or negatively.

     FOR, AGAINST, or ABSTAIN

     No Effect

     Brokers are permitted to vote on this proposal

     FOR

     3

     Auditor Ratification

     “For” votes from the holders of a majority of votes cast affirmatively or negatively.

     FOR, AGAINST, or ABSTAIN

     No Effect

     Brokers are permitted to vote on this proposal

     FOR

     4

     Advisory approval of the compensation of our named executive officers

     “For” votes from the holders of a majority of votes cast affirmatively or negatively.

     FOR, AGAINST, or ABSTAIN

     No Effect

     No Effect

     FOR

     5

     Adjournment of Annual Meeting

     “For” votes from the holders of a majority of votes cast affirmatively or negatively.

     FOR, AGAINST, or ABSTAIN

     No Effect

     Brokers are permitted to vote on this proposal

     FOR

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.

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, we believe that Proposals 1 and 4 are considered to be “non-routine,” meaning that your broker may not vote your shares on those proposals in the absence of your voting instructions. We believe that Proposals 2, 3, and 5 are considered to be “routine” matters, 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 Proposals 2, 3, and 5.

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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 agent holding his or her shares as to how to vote on matters deemed to be “non-routine”, the broker, bank or other securities intermediary 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.” We believe that Proposals 2, 3, and 5 are considered to be “routine” matters and we therefore expect brokers, banks or other securities intermediaries to vote on that proposal. We believe that Proposals 1 and 4 are considered to be “non-routine” and we therefore expect broker non-votes to exist in connection with such proposal.

Accordingly, 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 or bank by the deadline provided in the materials you receive from your broker or bank.

What is a proxy?

If you are a stockholder of record and you designate another person or entity to vote shares that you own of record, such other person or entity is referred to as your proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. When you designate a proxy, you may also direct the proxy how to vote your shares. This is referred to as your “proxy vote”.

If I submit a proxy, how will it be voted?

When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, the shares will be voted in accordance with the recommendations of our board of directors as described above. If any matters not described in the Proxy Statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is postponed or adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy instructions, as described below under “Can I change my vote or revoke my proxy?”

What should I do if I get more than one proxy or voting instruction card?

Stockholders may receive more than one set of voting materials, including multiple copies of the proxy materials and multiple Notices, proxy cards or voting instruction cards. For example, stockholders who hold shares in more than one brokerage account may receive separate sets of proxy materials or one Notice for each brokerage account in which shares are held. Stockholders of record whose shares are registered in more than one name will receive more than one set of proxy materials. You should vote in accordance with all of the proxy cards and voting instruction cards you receive relating to our Annual Meeting to ensure that all of your shares are voted and counted.

Can I change my vote or revoke my proxy?

You may change your vote or revoke your proxy at any time prior to the taking of the vote or the polls closing at the Annual Meeting. If you are the stockholder of record, you may change your vote by:

•

granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method);

•

providing a written notice of revocation to Quince’s Secretary at Quince Therapeutics, Inc., 611 Gateway Boulevard, Suite 273, South San Francisco, California, 94080, prior to your shares being voted; or

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participating in the Annual Meeting and voting electronically online at https://edge.media-server.com/mmc/p/sx2gkazi. The password for the meeting is quince2026. Participation alone at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically vote during the meeting online at https://web.lumiconnect.com/294872708.

Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting instructions.

How can I attend the Annual Meeting in person?

There is no physical location for the Annual Meeting. You are invited to attend the Annual Meeting by participating online if you are a stockholder of record or a street name stockholder as of Thursday, April 23, 2026, the Record Date. See, “How can I participate in the Annual Meeting?” below for more details. Please be aware that participating in the Annual Meeting will not, by itself, revoke a proxy. See, “Can I change my vote or revoke my proxy?” above for more details.

How can I participate in the Annual Meeting?

The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend and participate in the Annual Meeting online and submit your questions during the Annual Meeting by visiting https://edge.media-server.com/mmc/p/sx2gkazi. You will also be able to vote your shares electronically at the Annual Meeting. To participate and vote in the Annual Meeting, go to https://edge.media-server.com/mmc/p/sx2gkazi and follow the on screen instructions. Please have each Notice or proxy card you received in hand as you will need information specified therein.

The meeting webcast will begin promptly at 10:00 am, Pacific Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:30 a.m., Pacific Time, and you should allow ample time for the check-in procedures. We plan to have a webcast replay which will be posted to the Investor Relations section of our website, which is located at https://ir.quincetx.com/investor-relations.

If I miss the Annual Meeting, will there be a copy posted online?

Yes, we plan to have a webcast replay which will be posted to the Investor Relations section of our website, which is located at https://ir.quincetx.com/investor-relations.

Can I submit questions prior to the meeting?

No, you can only submit questions during the meeting. We will post answers to stockholders’ questions that are relevant to our business received during the Annual Meeting on our Investor Relations website shortly after the meeting.

What if during the check-in time or during the meeting I have technical difficulties or trouble accessing the virtual meeting website?

If you encounter any technical difficulties accessing the virtual meeting during the check-in or meeting time, please log into https://edge.media-server.com/mmc/player/help/faq.php?lan=en.

How can I get electronic access to the proxy materials?

The Notice will provide you with instructions regarding how to:

•

view our proxy materials for the meeting through the internet; and

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•

instruct us to send our future proxy materials to you electronically by email.

If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

Who will tabulate the votes?

A representative of Equiniti Trust Company, LLC will serve as the Inspector of Elections and will tabulate the votes at the Annual Meeting.

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting.

What if I have questions about my Quince shares or need to change my mailing address?

You may contact our transfer agent, Equiniti Trust Company, LLC, by telephone at (800) 937-5449, through its website at https://equiniti.com/us/ast-access or by U.S. mail at Attn: EQ Mail Services, c/o DFX Logistics, 1 United Lane, Teterboro, NJ, 07608 if you have questions about your Quince shares or need to change your mailing address.

Who is soliciting my proxy and paying for the expense of solicitation?

The proxy for the Annual Meeting is being solicited on behalf of our board of directors. We will pay the cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. We may, on request, reimburse brokerage firms and other nominees for their expenses in forwarding proxy materials to beneficial owners. In addition to soliciting proxies by mail, we expect that our directors, officers and employees may solicit proxies in person or by telephone or facsimile. None of these individuals will receive any additional or special compensation for doing this, although we may reimburse these individuals for their reasonable out-of-pocket expenses. If you choose to access the proxy materials or vote via the internet or by phone, you are responsible for any internet access or phone charges you may incur.

We have engaged Saratoga Proxy Consulting LLC to assist our board of directors in the solicitation of proxies for the Annual Meeting. We have agreed to pay Saratoga Proxy Consulting LLC a fee of $12,500 and will reimburse Saratoga Proxy Consulting LLC’s reasonable and customary out-of-pocket expenses.

When are stockholder proposals due for next year’s annual meeting?

Requirements for stockholder proposals to be considered for inclusion in our proxy materials:

Our Bylaws provide that stockholders may present proposals for inclusion in our proxy statement by submitting their proposals in writing to the attention of our Secretary at our principal executive office. Our current principal executive office is located at 611 Gateway Boulevard, Suite 273, South San Francisco, California, 94080. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and related SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. In order to be included in the proxy statement for our 2027 annual meeting of stockholders, stockholder proposals must be received by our Secretary no later than December 31, 2026 and must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act.

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Requirements for stockholder proposals to be brought before the annual meeting:

Our Bylaws provide that stockholders may present proposals to be considered at an annual meeting by providing timely notice to our Secretary at our principal executive office. To be timely for our 2027 annual meeting of stockholders, our Secretary must receive the written notice at our principal executive office:

•

not earlier than the close of business on February 11, 2027, and

•

not later than the close of business on March 13, 2027.

If we hold our 2027 annual meeting of stockholders more than 30 days before or more than 60 days after June 11, 2027 (the one-year anniversary date of the Annual Meeting), then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received by our Secretary at our principal executive office:

•

not earlier than the close of business on the 120th day prior to such annual meeting, and

•

not later than the close of business on the later of (i) the 90th day prior to such annual meeting, or (ii) the tenth day following the day on which public announcement of the date of such annual meeting is first made.

A stockholder’s notice to the Secretary must set forth as to each matter the stockholder proposes to bring before the annual meeting the information required by our Bylaws. If a stockholder who has notified Quince of such stockholder’s intention to present a proposal at an annual meeting does not appear to present such stockholder’s proposal at such meeting, Quince does not need to present the proposal for vote at such meeting. In addition to satisfying the deadlines in the “advance notice” provisions of our Bylaws, a stockholder who intends to solicit proxies in support of nominees submitted under these “advance notice” provisions, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than Quince’s nominees must include in their notice the information required by Rule 14a-19 under the Exchange Act.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

We have a strong commitment to good corporate governance practices. These practices provide an important framework within which our board of directors, its committees and our management can pursue our strategic objectives in order to promote the interests of our stockholders.

Corporate Governance Guidelines

Our board of directors has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, board committee structure and functions and other policies for the governance of our company. Our Corporate Governance Guidelines are available without charge on the Investor Relations section of our website, which is located at https://ir.quincetx.com/investor-relations, by clicking on “Governance Documents” in the “Governance” section of our website. Our Corporate Governance Guidelines are subject to modification from time to time by our board of directors pursuant to the recommendations of our nominating and corporate governance committee.

Classified Board

At this time, our board of directors believes that the classified board structure is in the best interests of the Company and its stockholders. The classified board structure and corresponding three-year terms are intended to ensure that our directors have sufficient institutional knowledge of our business, corporate strategy and corporate objectives while also allowing for corporate continuity and stability of the board of directors, promoting the balance of long-term and short-term interests of the Company and its stockholders. Our board of directors believes a three-year term in office also allows our directors to stay focused on long-term value creation. Further, our board of directors believes that a classified board structure enables us to attract and retain diverse and highly qualified individuals willing to commit the time and dedication necessary to understand our business, its operations and its competitive environment. For example, a substantial amount of diversity on our Board is represented by directors who have joined our board of directors in the last three years. The structure also safeguards us from third-party takeover attempts, as it will require a longer period to change the majority control of the board of directors.

Board Leadership Structure

Our Corporate Governance Guidelines provide that our board of directors shall be free to choose its Chairperson in any way that it considers in the best interests of our company, and that our nominating and corporate governance committee periodically considers the leadership structure of our board of directors and makes such recommendations to our board of directors with respect thereto as appropriate. In addition, our Corporate Governance Guidelines provide that, when the positions of Chairperson and Chief Executive Officer are held by the same person, our board of directors will designate a Lead Independent Director. Because the Chair of our board of directors is not our Chief Executive Officer, we do not currently have a separate lead independent director. The independent members of the board of directors also meet in executive session without management, which provides the board of directors with the benefit of having the perspective of independent directors. The Chairperson presides over these executive sessions.

David A. Lamond serves as the Chairperson of our board of directors. We believe the leadership structure reinforces the independence of our board of directors in its oversight of the business and affairs of our Company. In addition, we believe that having separate CEO and independent Chairperson positions creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of our board of director to monitor whether management’s actions are in the best interests of our Company and its stockholders. Our board of directors believes that our Company and stockholders are best served by maintaining flexibility to determine whether and when the Chairperson and CEO positions should be separate or combined to provide the best leadership for our Company.

Lead Independent Director

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The responsibilities of the Lead Independent Director, if appointed, include:

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presiding at executive sessions of independent directors;

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serving as a liaison between the Chairperson and the independent directors;

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consulting with the Chairperson regarding the information sent to our board of directors in connection with its meetings;

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having the authority to call meetings of our board of directors and meetings of the independent directors;

•

being available under appropriate circumstances for consultation and direct communication with stockholders;

•

encouraging and facilitating direct dialogue between all directors (particularly those with dissenting views) and management; and

•

performing such other functions and responsibilities as requested by our board of directors from time to time.

Our Board of Directors’ Role in Risk Oversight

One of the key functions of our board of directors is informed oversight of our risk management process. Although our board of directors does not have a standing risk management committee, it administers this oversight function directly through the board of directors as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. Areas of focus include economic, operational, financial (accounting, credit, investment, liquidity and tax), competitive, legal, regulatory, cybersecurity, privacy, and compliance and reputational risks. The risk oversight responsibility of our board of directors and its committees is supported by our management reporting processes, which are designed to provide visibility to our board of directors and to our personnel who are responsible for risk assessment and information about the identification, assessment and management of critical risks, and our management’s risk mitigation strategies.

Our audit committee is responsible for reviewing and discussing our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies with respect to risk assessment and risk management. The audit committee also monitors compliance with legal and regulatory requirements and assists our board of directors in fulfilling its oversight responsibilities with respect to risk management. Our nominating and corporate governance committee assesses risks related to our corporate governance practices, the independence of our board of directors and monitors the effectiveness of our governance guidelines. Our compensation committee assesses and monitors whether our compensation policies and programs have the potential to encourage excessive risk-taking.

We believe this division of responsibilities is an effective approach for addressing the risks we currently face and that our board leadership structure supports this approach.

Independence of Directors

The Nasdaq listing rules generally require that a majority of the members of a listed company’s board of directors be independent. In addition, the listing rules generally require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent.

In addition, audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in such member’s capacity as a

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member of the audit committee, the board of directors or any other board committee (i) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (ii) be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors conducts an annual review of the independence of our directors. Our board of directors has determined that none of the non-management members of our board of directors has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Each of the members of our board of directors, other than Dr. Thye, our Chief Executive Officer and Chief Medical Officer, is “independent” as that term is defined under the rules of Nasdaq. Our board of directors has also determined that all members of our audit committee, compensation committee and nominating and corporate governance committee are independent and satisfy the relevant SEC and Nasdaq independence requirements for such committees.

Committees of Our Board of Directors

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below. Each of these committees has a written charter approved by our board of directors. Copies of the charters for each committee are available on the Investor Relations section of our website, which is located at https://ir.quincetx.com/investor-relations, by clicking on “Governance Documents” in the “Governance” section of our website. Members serve on these committees until (i) they resign from their respective committee, (ii) they no longer serve as a director or (iii) as otherwise determined by our board of directors.

Audit Committee

Our audit committee is currently composed of Christopher J. Senner, who is the chair of our audit committee, June Bray, and David Lamond. The composition of our audit committee meets the requirements for independence under current Nasdaq listing standards and SEC rules and regulations. Each member of our audit committee is financially literate. In addition, our board of directors has determined that Mr. Senner is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K of the Exchange Act. This designation does not impose any duties, obligations or liabilities that are greater than those generally imposed on members of our audit committee and our board of directors. Our audit committee is current composed of only two directors. We anticipate appointing an additional independent director to our audit committee prior to July 29, 2026, to comply with Nasdaq requirements.

Our audit committee, among other things:

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selects a firm to serve as the independent registered public accounting firm to audit our financial statements;

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helps to ensure the independence of the independent registered public accounting firm;

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discusses the scope and plan of the audit with the independent registered public accounting firm, and reviews, with management and the independent accountants, our interim and year end operating results;

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develops procedures for employees to anonymously submit concerns about questionable accounting or auditing matters;

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considers the adequacy of our internal accounting controls and audit procedures;

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reviews and discusses with management and, as appropriate, the independent auditor, our guidelines and policies with respect to risk assessment and risk management, including our major financial risk exposures and the steps taken by management to monitor and control these exposures;

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reviews the adequacy and effectiveness of our information security policies and practices and the internal controls regarding information security, including those concerning data privacy, cybersecurity and backup of information systems;

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reviews and approves any proposed transaction between our company and any related party; and

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approves the fees and other compensation to be paid to our independent registered public accounting firm, and preapproves all audit and non-audit related services provided by our independent registered public accounting firm.

Our audit committee has a written charter approved by our board of directors. A copy of the charter is available on the Investor Relations section of our website, which is located at https://ir.quincetx.com/investor-relations, by clicking on “Governance Documents” in the “Governance” section of our website.

Compensation Committee

Our compensation committee is currently composed of David A. Lamond, who is the chair of our compensation committee, June Bray, and Christopher J. Senner. The composition of our compensation committee meets the requirements for independence under current Nasdaq listing standards and SEC rules and regulations. Each member of this committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. Our compensation committee, among other things:

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reviews and determines the compensation of our executive officers and recommends to our board of directors the compensation for our directors;

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administers our cash-based and equity-based incentive plans;

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reviews the board of directors in its oversight of the development, implementation and effectiveness of our policies and strategies relating to human capital management, including but not limited to policies and strategies regarding recruiting, selection, career development and progression, and diversity and employment practice; and

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establishes and reviews general policies relating to compensation and benefits of our employees.

The compensation committee may delegate its authority to a subcommittee of the compensation committee (consisting either of a subset of members of the committee or, after giving due consideration to whether the eligibility criteria described within the compensation committee charter with respect to committee members and whether such other board members satisfy such criteria, any members of the board of directors) except for its exclusive authority to determine the amount and form of compensation paid to the Chief Executive Officer.

Our compensation committee has a written charter approved by our board of directors. A copy of the charter is available on the Investor Relations section of our website, which is located at https://ir.quincetx.com/investor-relations, by clicking on “Governance Documents” in the “Governance” section of our website.

Compensation Committee Processes and Procedures

Typically, the compensation committee meets at least four times annually and with greater frequency if necessary. The agenda for each meeting is developed by the chair of the compensation committee. The compensation committee meets regularly in executive session. In addition, members of management and other employees as well as outside advisors or consultants are regularly invited by the compensation committee to make presentations, to provide financial or other background information or advice or to otherwise participate in compensation committee meetings. However, the compensation committee meets regularly without such members present, and in all cases members of management are not

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present during the portion of meetings at which their compensation or performance is discussed or determined. Under the charter of the compensation committee, the compensation committee has the authority to obtain, at our expense, advice and assistance from compensation consultants and internal and external legal, accounting or other advisors and other external resources that the compensation committee considers necessary or appropriate in the performance of its duties, including compensation consultants to assist in its evaluation of executive and director compensation. Under the charter, before selecting a compensation consultant, legal counsel or other adviser, the compensation committee must consider all factors related to the independence of such advisors, including those specified by the Nasdaq listing rules.

The compensation committee retained Compensia, Inc., or Compensia, as its independent compensation consultant. The compensation committee requested that Compensia assist in evaluating the efficacy of our existing compensation strategy and practices in supporting and reinforcing our long-term strategic goals and in refining our compensation strategy and in developing and implementing an executive compensation program to execute that strategy and to ensure that our compensation programs remain competitive in attracting and retaining talented executives. At the request of the compensation committee, Compensia also conducted individual interviews with members of the compensation committee and senior management to learn more about our business operations and strategy, key performance metrics and strategic goals, as well as the labor markets in which we compete.

In addition, as part of its engagement, our compensation committee requested that Compensia develop a group of peer companies to use as a reference in making compensation decisions, evaluating current pay practices and considering different compensation programs and best practices. Following an active dialogue with Compensia, the compensation committee recommended that the board of directors approve the recommendations of Compensia.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is currently composed of David A. Lamond, who is the chair of our nominating and corporate governance committee, June Bray, and Christopher J. Senner. The composition of our nominating and corporate governance committee meets the requirements for independence under current Nasdaq listing standards and SEC rules and regulations. Our nominating and corporate governance committee, among other things:

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identifies, evaluates and recommends nominees to our board of directors and committees of our board of directors;

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conducts searches for appropriate directors;

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evaluates the performance of our board of directors and of individual directors;

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considers and makes recommendations to the board of directors regarding the composition of the board and its committees;

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reviews developments in corporate governance practices;

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evaluates the adequacy of our corporate governance practices and reporting; and

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makes recommendations to our board of directors concerning corporate governance matters.

Our nominating and corporate governance committee has a written charter approved by our board of directors. A copy of the charter is available on the Investor Relations section of our website, which is located at https://ir.quincetx.com/investor-relations, by clicking on “Governance Documents” in the “Governance” section of our website.

Board and Committee Meetings and Attendance

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Our board of directors and its committees meet regularly throughout the year, and also hold special meetings and act by written consent from time to time. During 2025: (i) our board of directors met four (4) times; (ii) our audit committee met four (4) times; (iii) our compensation committee met two (2) times; and (iv) our nominating and corporate governance committee met two (2) times.

During 2025, each member of our board of directors attended at least 75% of the aggregate of all meetings of our board of directors and of all meetings of committees of our board of directors on which such member served that were held during the period in which such director served.

Board Composition

Due to the global and complex nature of our business, the Board believes it is important to consider education, age, cultural background, and professional experiences in evaluating board candidates in order to provide practical insights and diverse perspectives. 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. The Board fully appreciates the value of a diversity of viewpoints, background and experiences as important to the selection of directors to enhance the Board’s cognitive diversity and quality of dialogue in the Boardroom. Our nominating and corporate governance committee is committed to actively seeking out and will instruct any search firm it engages to identify, individuals who will contribute to the overall diversity of the board of directors to be included in the pool of candidates from which nominees to the board of directors are selected.

Board Attendance at Annual Meeting of Stockholders

Our policy is to invite and encourage each member of our board of directors to be present at our annual meetings of stockholders. The 2025 Annual meeting was attended by five of eight then-serving directors.

Communication with Directors

Stockholders and interested parties who wish to communicate with our board of directors, non-management members of our board of directors as a group, a committee of our board of directors or a specific member of our board of directors (including our Chairperson) may do so by letters addressed to our Secretary.

All communications are reviewed by the Secretary and provided to the members of our board of directors as appropriate. Unsolicited items, sales materials, abusive, threatening or otherwise inappropriate materials and other routine items and items unrelated to the duties and responsibilities of our board of directors will not be provided to directors.

The address for these communications is:

Quince Therapeutics, Inc.

611 Gateway Boulevard, Suite 273

South San Francisco, California 94080

Attn: Secretary

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of the members of our board of directors, officers and employees. Our Code of Business Conduct and Ethics is posted on the Investor Relations section of our website, which is located at https://ir.quincetx.com/investor-relations, by clicking on “Governance Documents” in the “Governance” section of our website. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our website at the location specified above.

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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 and employees that is designed to promote compliance with insider trading laws, rules and regulations, as well as procedures designed to further the foregoing purposes. A copy of our insider trading policy is filed as an exhibit to our Annual Report on Form 10-K for our fiscal year ended December 31, 2025. In addition, it is the Company’s intent to comply with applicable laws and regulations relating to insider trading

Hedging and Pledging Policy

Under the terms of our insider trading policy, our directors, officers, employees, and consultants are prohibited from engaging in hedging or monetization transactions involving our securities, such as prepaid variable forward contracts, equity swaps, collars or exchange funds. In addition, our insider trading policy prohibits such persons from trading in publicly-traded options, such as puts and calls, and other derivative securities with respect to our securities (other than stock options and other compensatory equity awards issued by us), as well as pledging our securities as collateral for a loan.

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REPORT OF THE AUDIT COMMITTEE

The material in this report is not “soliciting material,” is not deemed “filed” with the Commission and is not to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing

Our audit committee has reviewed and discussed with our management and BDO USA, P.C., our audited financial statements for the fiscal year ended December 31, 2025. Our audit committee has also discussed with BDO USA, P.C. the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

Our audit committee has received and reviewed the written disclosures and the letter from BDO USA, P.C. required by applicable requirements of the PCAOB regarding the independent accountant’s communications with our audit committee concerning independence, and has discussed with BDO USA, P.C. its independence from us.

Based on the review and discussions referred to above, our audit committee recommended to our board of directors that the audited financial statements be included in our annual report on Form 10-K for the fiscal year ended December 31, 2025 for filing with the SEC.

Submitted by the Audit Committee

Christopher J. Senner, Chair

David Lamond

June Bray

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NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS

Nomination to the Board of Directors

Candidates for nomination to our board of directors are selected by our board of directors based on the recommendation of our nominating and corporate governance committee in accordance with its charter, our amended and restated certificate of incorporation and amended and restated bylaws, our Corporate Governance Guidelines and the criteria approved by our board of directors regarding director candidate qualifications. In recommending candidates for nomination, our nominating and corporate governance committee considers candidates recommended by directors, officers, employees, and stockholders. The Committee has engaged and may engage in the future consultants or third-party search firms to assist in identifying and evaluating potential nominees using the same criteria to evaluate all candidates.

Additional information regarding the process for properly submitting stockholder nominations for candidates for nomination to our board of directors is set forth under “When are stockholder proposals due for next year’s annual meeting?”

Director Qualifications

With the goal of developing a diverse, experienced and highly qualified board of directors, our nominating and corporate governance committee is responsible for developing and recommending to our board of directors the desired qualifications, expertise and characteristics of members of our board of directors, including any specific minimum qualifications that the committee believes must be met by a committee-recommended nominee for membership on our board of directors and any specific qualities or skills that the committee believes are necessary for one or more of the members of our board of directors to possess.

Because the identification, evaluation and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, and will be significantly influenced by the particular needs of our board of directors from time to time, our board of directors has not adopted a specific set of minimum qualifications, qualities or skills that are necessary for a nominee to possess, other than those that are necessary to meet U.S. legal, regulatory and Nasdaq listing requirements and the provisions of our amended and restated certificate of incorporation and amended and restated bylaws, our Corporate Governance Guidelines and the charters of the committees of our board of directors. When considering nominees, our nominating and corporate governance committee may take into consideration many factors including, among other things, a candidate’s independence, integrity, diversity, skills, financial and other expertise, breadth of experience, knowledge about our business or industry and ability to devote adequate time and effort to responsibilities of our board of directors in the context of its existing composition. Our board of directors does not have a formal policy with respect to diversity and inclusion; however, it affirms the value placed on diversity within our company. Through the nomination process, our nominating and corporate governance committee seeks to promote board membership that reflects a diversity of business experience, expertise, viewpoints, personal backgrounds and other characteristics that are expected to contribute to our board of directors’ overall effectiveness. Further, our board of directors is committed to actively seeking highly qualified women and individuals from minority groups to include in the pool from which new candidates are selected. The brief biographical description of each director set forth below includes the primary individual experience, qualifications, attributes and skills of each of our directors that led to the conclusion that each director should serve as a member of our board of directors at this time.

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PROPOSAL ONE: ELECTION OF DIRECTOR

Our board of directors currently consists of four directors and is divided into three classes, with staggered three-year terms, pursuant to our amended and restated certificate of incorporation and our Bylaws. There is one director in Class I whose term of office expires in 2026, June Bray, who will stand for election at the Annual Meeting. At the recommendation of our nominating and corporate governance committee, our board of directors nominated Ms. Bray for election at the Annual Meeting as a Class I director for a three-year term expiring at our 2029 Annual Meeting of Stockholders or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. Ms. Bray is currently a director, and, if elected, will be continuing her roles on our board of directors. All of the Company’s incumbent directors have previously been elected by our stockholders.

Shares represented by proxies will be voted “FOR” the election of the nominee named below, unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than one director. Stockholders may not cumulate votes for the election of directors.

Nominee for Election for a Three-year Term Expiring at the 2029 Annual Meeting

The nominee and her age, occupation, and length of service on our board of directors as of April 21, 2026 are provided in the table below and in the additional biographical descriptions set forth in the text below the table.


Name	Age	Position
June Bray(1)	72	Director

______________________________

(1)

Member of our audit, compensation, and nomination and governance committees.

June Bray served on our board of directors from June 2022 to January 2026, and rejoined our board on April 21, 2026. Ms. Bray has been a member of the board of directors of BioXcel Therapeutics, Inc. since March 2021 and Travecta Therapeutics from October 2021 to October 2022. Ms. Bray has been a member of the advisory board of Formation Bio, a technology driven pharmaceutical company, since 2022. Previously, she served as Senior Vice President, Global Regulatory Affairs and Medical Writing at Allergan, where she was responsible for regulatory strategies on development projects and lifecycle management in all therapeutic areas, including psychiatry and neurology. Ms. Bray also served as Vice President, Regulatory Affairs at Organon (now Merck), where she led regulatory activities for development and marketed products. Earlier in her career, Ms. Bray held numerous roles of increasing responsibility over a 25-year period at Berlex Laboratories, Inc. (now Bayer HealthCare Pharmaceuticals). She began her pharmaceutical career in sterile manufacturing at Hoechst-Roussel Pharmaceuticals (now Sanofi-Aventis). Ms. Bray holds a B.S. in Pharmacy from the University of Rhode Island and an MBA in Pharmaceutical Marketing from Fairleigh Dickinson University. We believe that Ms. Bray’s extensive experience in developing global regulatory strategies for product candidates qualifies her to serve as a director. Ms. Bray was recommended to our board by our Chief Executive Officer, Dirk Thye.

Continuing Directors

The directors who are serving for terms that end following the Annual Meeting and their ages, occupations and lengths of service on our board of directors as of April 16, 2025 are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

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Name	Age	Position	Director Since
Class II Directors:
Dirk Thye, M.D.	56	Chief Executive Officer, Chief Medical Officer and Director	May 2022
David A. Lamond (1)(2)(3)	51	Director and Chairperson of the Board	December 2015
Class III Directors:
Christopher J. Senner(1)(2)(3)	58	Director	March 2019

(1)

Member of our audit committee

(2)

Member of our compensation committee

(3)

Member of our nominating and corporate governance committee

Directors Continuing in Office Until the 2027 Annual Meeting

Dirk Thye, M.D. has served as our Chief Executive Officer and member of the Board of Directors since May 2022 and Chief Medical Officer since January 2024. Prior to joining Quince Therapeutics, Inc., he served as the Chief Executive Officer of Novosteo Inc. from September 2021 to May 2022. Previously, Dr. Thye was the Executive Chairman of Geom Therapeutics, Inc. from January 2016 to July 2020 and the Chief Executive Officer of Agenovir Corporation from September 2016 to January 2018. Dr. Thye holds a M.D. from the University of California, Los Angeles and a B.A. in Molecular Biology from the University of California, Berkeley. We believe that Dr. Thye’s extensive experience in the biotechnology industry as an executive officer, as well as his education in biotechnology qualifies him to serve as a director.

David A. Lamond has served on our board of directors since December 2015. Mr. Lamond has served as the president of En Pointe LLC, an investment firm, since 2016. He served as the President, Chief Executive Officer and Chief Investment Officer of Lamond Capital Partners LLC from 2011 to 2016. He also serves on the board of directors of EG 427, a biotechnology company, Inquis Medical, a medical device company and Windfall Data, an analytics company. He previously served on the board of Applied Molecular Transport, a biotechnology company, and Arrinex, a medical device company until its acquisition by Stryker Corporation in February 2019. Mr. Lamond holds a B.A. in History from Duke University and a J.D. from Duke Law School. We believe that Mr. Lamond is qualified to serve as a director because his extensive experience with important ecosystem partners and his service on a number of boards provides an important perspective on operations, finance and corporate governance matters.

Directors Continuing in Office Until the 2028 Annual Meeting

Christopher J. Senner has served on our board of directors since March 2019. Mr. Senner has served as Executive Vice President and Chief Financial Officer for Exelixis, Inc. since 2015. Prior to joining Exelixis, Inc., Mr. Senner served as Vice President, Corporate Finance for Gilead Sciences, Inc., a biopharmaceutical company, from 2010 to 2015, where he was accountable for controllership, tax, treasury and corporate and operational financial planning. Mr. Senner previously spent 18 years at Wyeth, a pharmaceutical company acquired by Pfizer Inc. in 2009, in a variety of financial roles with increasing responsibility, most notably as Chief Financial Officer of Wyeth’s United States pharmaceuticals business and the BioPharma business unit. Mr. Senner holds an undergraduate degree in Finance from Bentley College. We believe that Mr. Senner’s extensive executive and professional experience in the biotechnology industry qualifies him to serve as a director.

There are no family relationships among our directors and executive officers.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NOMINEE FOR THE ELECTION OF THE CLASS I DIRECTOR SET FORTH IN THIS PROPOSAL ONE.

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PROPOSAL TWO: APPROVAL OF AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT

Our Board has approved, and is recommending that our stockholders approve, a proposed amendment to our certificate of incorporation, to effect a reverse split of the issued and outstanding shares of the common stock at a ratio ranging from one-for-ten to one-for-one-hundred, or the Reverse Stock Split. The form of proposed amendment to our certificate of incorporation to effect the Reverse Stock Split is attached as Appendix A to this proxy statement, or the Certificate of Amendment. The text of the proposed amendment is subject to revision to include such changes as may be required by the Secretary of State of the State of Delaware and as our board of directors deems necessary or advisable to effect the proposed amendment of the certificate of incorporation. If a certificate of amendment is filed with the Secretary of State of the State of Delaware, the certificate of amendment to the certificate of incorporation will affect the Reverse Stock Split by reducing the outstanding number of shares of the common stock by the ratio to be determined by the board of directors, but will not increase the par value of the common stock and will not change the number of authorized shares of the common stock. If the board of directors does not implement an approved Reverse Stock Split prior to the one-year anniversary of this meeting, the board of directors will seek stockholder approval before implementing any Reverse Stock Split after that time.

If this proposal is approved by our stockholders, our board of directors will have the sole discretion to effect the Reverse Stock Split at any time prior to the one-year anniversary of the Annual Meeting and to fix the specific ratio for the Reverse Stock Split at a ratio not less than one-for-ten and not greater than one-for-one-hundred. In addition, if this proposal is approved and our board of directors determines to proceed with the Reverse Stock Split, we will file a Certificate of Amendment to effect the Reverse Stock Split. If approved, our board of directors may also elect not to effect any Reverse Stock Split and consequently not file any Certificate of Amendment.

The Reverse Stock Split will take effect, if at all, only after it is (i) approved by the affirmative vote of a majority of the votes cast for or against this proposal and entitled to vote on the matter, (ii) is deemed by the board of directors to be in the best interests of the Company and its stockholders, and (iii) after filing the Certificate of Amendment with the Secretary of State of the State of Delaware. If the Certificate of Amendment is filed with the Secretary of State of the State of Delaware, the Certificate of Amendment will effect the Reverse Stock Split by reducing the outstanding number of shares of the Common Stock by the ratio to be determined by the board of directors, but will not change the par value of our common stock, and will not change the number of authorized shares of the Common Stock. If the board of directors does not implement an approved Reverse Stock Split prior to the one-year anniversary of this meeting, the board of directors will seek stockholder approval before implementing any Reverse Stock Split after that time. You should keep in mind that the implementation of a reverse stock split does not have an effect on your proportional ownership of our business.

Reasons for the Reverse Stock Split

Our common stock is listed on the Nasdaq Global Select Market under the symbol “QNCX.” As previously disclosed, on March 16, 2026, Nasdaq notified us that the bid price of our common stock had closed below the required $1.00 per share for 30 consecutive trading days, and, accordingly, that we did not comply with the applicable minimum $1.00 per share required for continued listing under Listing Rule 5450(a)(1), or the Minimum Bid Price Requirement, for continued listing on the Nasdaq Stock Market. In order to regain compliance, the minimum bid price of our common stock must close at or above $1.00 for a period of at least ten trading days. On April 10, 2026, we effected a one-for-ten reverse stock split, which was effective on the Nasdaq Global Select Market beginning on April 13, 2026, as approved by our stockholders at our 2025 annual meeting of stockholders. While our common stock has closed above $1.00 since effecting such reverse stock split, our board of directors believes it is necessary to seek stockholder approval of this proposal to ensure that we will be able to regain and maintain compliance with the Minimum Bid Price Requirement. Even if we regain compliance with the Minimum Bid Price Requirement without effecting the Reverse Stock Split, our board of directors may determine that it is in the best interests of Quince and our stockholders to effect the Reverse Stock Split in the future to enable us to maintain compliance with the Minimum Bid Price Requirement and to address concerns relating to low-priced stocks, described in greater detail below.

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If our common stock were delisted from the Nasdaq Stock Market, the board of directors believes that such delisting would adversely affect the market liquidity of our common stock, decrease the market price of our common stock, adversely affect our ability to obtain financing for the continuation of our operations and result in the loss of confidence in our company. In the event that our stockholders fail to approve this proposal, we could be prevented regaining compliance with the Minimum Bid Price Requirement and maintaining such compliance in the future. In addition, as previously disclosed, our board of directors is considering strategic options available to the Company, including, but not limited to, a reverse merger. If our board of directors determines that it is in the best interests of the Company and our stockholders to pursue a reverse merger, the Reverse Stock Split may be necessary to effecting such a transaction.

Our board of directors has considered the potential harm to us of a delisting of the common stock and has determined that, if we are not otherwise able to regain and maintain compliance with the Minimum Bid Price Requirement, the consummation of the Reverse Stock Split is the best way to regain and maintain compliance with the Minimum Bid Price Requirement. Our board of directors also believes that the current low per share market price of the common stock has a negative effect on the marketability of our existing shares. Our board of directors believes there are several reasons for this effect. First, certain institutional investors have internal policies preventing the purchase of low-priced stocks. Second, a variety of policies and practices of broker-dealers discourage individual brokers within those firms from dealing in low-priced stocks. Third, because the brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher priced stocks, the current share price of the common stock can result in individual stockholders paying transaction costs (commissions, markups or markdowns) that are a higher percentage of their total share value than would be the case if the share price of the common stock were substantially higher. This factor is also believed to limit the willingness of some institutions to purchase the common stock. Our board of directors anticipates that a Reverse Stock Split will result in a higher bid price for our common stock, which may help to alleviate some of these problems.

The market price of our common stock is dependent upon our performance and other factors, some of which are unrelated to the number of shares of common stock issued and outstanding. If the Reverse Stock Split is effected and the market price of our common stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Stock Split. Furthermore, the reduced number of shares of common stock that will be issued and outstanding after the implementation of the Reverse Stock Split could significantly reduce the trading volume and otherwise adversely affect the liquidity of our common stock.

We have not proposed the Reverse Stock Split Proposal in response to any effort of which we are aware to accumulate our shares of Common Stock or obtain control of the Company, nor is it a plan by management to recommend a series of similar actions to our Board or our stockholders. Notwithstanding the decrease in the number of issued and outstanding shares of Common Stock following a reverse stock split, our Board does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

If this Proposal One is approved by the affirmative vote of a majority of the votes cast for or against this proposal and entitled to vote on the matter and our board of directors decides to implement the Reverse Stock Split, our board of directors will determine whether to effect a Reverse Stock Split at a ratio ranging from one-for-ten to one-for-one-hundred.

We believe that maintaining listing on the Nasdaq Stock Market will provide us with a market for the common stock that is more accessible than if the common stock were traded on the OTC Bulletin Board or in the “pink sheets” maintained by the OTC Markets Group, Inc. Such alternative markets are generally considered to be less efficient than, and not as broad as, the Nasdaq Global Select Market. Among other factors, trading on the Nasdaq Global Select Market increases liquidity and may potentially minimize the spread between the “bid” and “asked” prices quoted by Market Makers (as defined in Nasdaq Rule 5005). Further, a Nasdaq Global Select Market listing may enhance our access to capital, increase our flexibility in responding to anticipated capital requirements and facilitate the use of our common stock in any strategic or financing transactions that we may undertake. We believe that prospective investors will view an investment in us more favorably if our shares qualify for listing on the Nasdaq Stock Market as compared with the OTC markets.

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Even if the minimum bid price of our common stock following the Reverse Stock Split, if approved, remains in excess of $1.00 per share, we may be delisted due to our failure to meet other continued listing requirements, including the minimum market value of listed securities requirement. As previously disclosed, on March 17, 2026, we received a notice from Nasdaq that the market value of our listed securities (“MVLS”) for the last 30 consecutive business days was less than the $50,000,000 required for continued listing on the Nasdaq Global Select Market under Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”). We have a period of 180 calendar days, or until September 14, 2026, to regain compliance with the MVLS Requirement. The Reverse Stock Split, in and of itself, will not resolve our compliance with the MVLS Requirement and we may need to take further action in the future to regain compliance with the MVLS Requirement, including, but not limited to, transferring our listing from the Nasdaq Global Select Market to the Nasdaq Capital Market.

Criteria to be Used for Determining Whether to Implement Reverse Stock Split

In determining whether to implement the Reverse Stock Split following receipt of stockholder approval of this Proposal 2, our board of directors may consider, among other things, various factors, such as:

•

the historical trading price and trading volume of our common stock;

•

the then-prevailing trading price and trading volume of our common stock and the expected impact of the Reverse Stock Split on the trading market for our common stock in the short- and long-term;

•

the continued listing requirements for our common stock on the Nasdaq Stock Market;

•

which Reverse Stock Split ratio would result in the least administrative cost to us; and

•

prevailing general market and economic conditions.

The failure of our stockholders to approve this Proposal 2 could have serious, adverse effects on us and our stockholders. We could be delisted from the Nasdaq Stock Market because shares of common stock may continue to trade below the requisite $1.00 per share bid price needed to maintain our listing. If our common stock is delisted from the Nasdaq Stock Market, our shares may then trade on the OTC Bulletin Board or other small trading markets, such as the pink sheets. In that event, the common stock could trade thinly as a microcap or penny stock, adversely decrease to nominal levels of trading and be avoided by retail and institutional investors, resulting in the impaired liquidity of our shares.

Our board of directors reserves the right to abandon the Reverse Stock Split without further action by our stockholders at any time before the effectiveness of our Certificate of Amendment, even if the Reverse Stock Split has been authorized by our stockholders. By voting in favor of the Reverse Stock Split, you are expressly authorizing our board of directors to determine not to proceed with, and abandon, the Reverse Stock Split if our board of directors should so decide.

Effects of the Reverse Stock Split

The following table is provided for illustrative purposes only to set forth approximate information regarding (i) the number of shares of common stock that would be authorized for issuance, (ii) the number of shares of our common stock that would be issued and outstanding, (iii) the number of shares of our Common Stock that would be reserved for issuance pursuant to outstanding equity awards, (iii) the number of shares of Common Stock reserved for issuance upon exercise of outstanding warrants, and (iv) the per share price of our Common Stock, based on the closing price of our Common Stock on April 23, 2026 ($1.36 per share), each giving effect to the Reverse Split at various ratios within the proposed range,

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without taking into account the treatment of fractional shares and based on securities outstanding as of April 23, 2026. The effects of the Reverse Stock Split are described in further detail following the table.


							Common Stock and Equivalents Outstanding Assuming Certain Reverse Stock Split Ratios
	Common Stock and Equivalents Outstanding Prior to Reverse Split			Percent of Total			1-for-10		1-for-40		1-for-70		1-for-100
Shares of common stock authorized for issuance		250,000,000						250,000,000		250,000,000		250,000,000		250,000,000
Common stock outstanding		16,300,740			85.1	%		1,630,074		407,518		232,867		163,007
Common stock underlying warrants(1)		867,184			4.5	%		86,718		21,679		12,388		8,671
Common stock underlying outstanding options and RSUs(2)		1,427,987			7.5	%		142,798		35,699		20,399		14,279
Common stock available for future issuance under equity incentive plans(3)		556,810	(4)		2.9	%		55,680		13,920		7,954		5,568
Total common stock and equivalents		19,152,721						1,915,270		478,816		273,608		191,525
Common stock available for future issuance		230,847,279						248,084,730		249,521,184		249,726,392		249,808,475
Price per share, based on the closing price of our common stock on April 23, 2026	$	1.36					$	13.60	$	54.40	$	95.20	$	136.00

______________________________

(1)

Warrants have been adjusted to reflect the 1-for-10 reverse stock split effected on April 10, 2026.

(2)

Issued and outstanding options for shares of common stock have been adjusted to reflect the 1-for-10 reverse stock split effected on April 10, 2026.

(3)

Includes our 2019 Plan, 2022 Inducement Plan and the Novosteo Plan.

(4)

Includes 75,376 shares available for issuance under the 2019 Plan, 290,085 shares available for issuance under the ESPP, 24,680 shares of common stock issuable pursuant to outstanding stock options under our Novosteo Plan and 233,330 shares of common stock issuable pursuant to outstanding stock options under our 2022 Inducement Plan.

Effects of a Reverse Stock Split on Issued and Outstanding Shares

If the Reverse Stock Split is effected, it will reduce the total number of issued and outstanding shares of common stock by a ratio of 1-for-10 to 1-for-100, with the actual ratio determined in the sole discretion of our board of directors. Accordingly, each of our stockholders will own fewer shares of common stock as a result of the Reverse Stock Split. However, the Reverse Stock Split will affect all stockholders uniformly and will not affect any stockholder’s percentage ownership interest in the Company, except to the extent that the Reverse Stock Split would result in an adjustment to a stockholder’s ownership of common stock due to the treatment of fractional shares in the Reverse Stock Split. After the Reverse Stock Split, each share of the common stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to the common stock now authorized and common stock issued pursuant to the Reverse Stock Split will remain fully paid and non-assessable.

We are currently authorized to issue a maximum of 250,000,000 shares of our common stock. The number of authorized shares of our common stock will not change as a result of the Reverse Stock Split; however, the number of shares of our common stock issued and outstanding will be reduced in proportion to the ratio selected by our Board of Directors. Thus, the Reverse Stock Split will effectively increase the number of authorized and unissued shares of our common stock available for future issuance by the amount of the reduction effected by the Reverse Stock Split.

Following the Reverse Stock Split, the Board of Directors will have the authority, subject to applicable laws, to issue all authorized and unissued shares without further stockholder approval, upon such terms and conditions as the Board of Directors deems appropriate. We currently do not have any plans, proposals or understandings to issue the additional shares that would be available if the Reverse Stock Split is approved and effected.

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Effects of a Reverse Stock Split on Outstanding Warrants

Based upon the Reverse Stock Split Ratio, the Reverse Stock Split will require that proportionate adjustments be made to the number of shares of common stock issuable upon exercise of the Company’s outstanding warrants such that the number of outstanding warrants/shares of common stock exercisable for those warrants would be proportionally reduced and the exercise price by which the Company’s outstanding warrants may be exercised for common stock would be proportionally increased so that the aggregate exercise price of the warrants is unchanged.

Effects of the Reverse Stock Split on Outstanding Equity Awards and Plans

The Reverse Stock Split would reduce the number of shares of common stock available for issuance under our 2019 Equity Incentive Plan or the 2019 Plan, our 2019 Employee Stock Purchase Plan or the ESPP, our 2022 Inducement Plan, and the Novosteo 2019 Equity Incentive Plan, in proportion to the reverse split ratio of the Reverse Stock Split.

Similarly, under the terms of the 2019 Plan and the agreements governing the Company’s outstanding stock options, the Reverse Stock Split will effect a reduction in the number of shares of the Company’s common stock issuable upon the vesting of such stock options in proportion to the reverse split ratio of the Reverse Stock Split. In connection with the Reverse Stock Split, the number of shares of the Company’s common stock issuable upon the vesting of outstanding stock options will be rounded up to the nearest whole share, and no cash payment will be made in respect of such rounding.

Effects of the Reverse Stock Split on Voting Rights

Proportionate voting rights and other rights of the holders of common stock would not be affected by the Reverse Stock Split (other than as a result of the treatment of fractional shares). For example, a holder of 1% of the voting power of the outstanding common stock immediately prior to the effective time of the Reverse Stock Split would continue to hold 1% of the voting power of the outstanding common stock immediately after the Reverse Stock Split.

Effects of the Reverse Stock Split on Regulatory Matters

The Company is subject to the periodic reporting and other requirements of the Exchange Act. The Reverse Stock Split will not affect our obligation to publicly file financial and other information with the U.S. Securities and Exchange Commission (the “SEC”).

Effects of the Reverse Stock Split on Authorized Share Capital

The total number of shares of capital stock that we are authorized to issue will not be affected by the Reverse Stock Split.

Accounting Matters

The Reverse Stock Split will not affect the par value of the common stock. As a result, upon the effectiveness of the Reverse Stock Split, the stated capital on our balance sheet attributable to the common stock will be reduced proportionately based on the exchange ratio selected by our board of directors for the Reverse Stock Split, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. The per share net loss and net book value of the common stock will be decreased because there will be fewer shares of common stock outstanding. In addition, proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise or settlement of all outstanding options, restricted stock units and warrants to purchase or acquire, as applicable, shares of common stock, and the number of shares reserved for issuance pursuant to our existing equity incentive, stock option and employee stock purchase plans will be reduced proportionately based on the exchange ratio selected by the Board for the Reverse Stock Split.

Treatment of Fractional Shares in the Reverse Stock Split

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The Company does not intend to issue fractional shares in the event that a stockholder owns a number of shares of common stock that is not evenly divisible by the reverse stock split ratio chosen by our Board. If the Reverse Stock Split implemented, each fractional share of common stock will be:

•

rounded up to the nearest whole share of common stock after all of the fractional interests of a holder have been aggregated, if such shares of common stock are held directly; or

•

rounded down to the nearest whole share of common stock, if such shares are subject to an award granted under the Incentive Plan, in order to comply with the requirements of Sections 409A and 424 of the Code.

Certain Risks Associated with the Reverse Stock Split

Before voting on this Proposal One, stockholders should consider the following risks associated with effecting a Reverse Stock Split:

•

Although we expect that the Reverse Stock Split will result in an increase in the market price of the common stock, we cannot assure you that the Reverse Stock Split will increase the market price of the common stock in proportion to the reduction in the number of shares of the common stock outstanding or result in a permanent increase in the market price. The effect that the Reverse Stock Split may have upon the market price of the common stock cannot be predicted with any certainty, and the history of similar reverse stock splits for companies in similar circumstances to ours is varied. The market price of the common stock is dependent on many factors, including our business and financial performance, general market conditions, prospects for future growth and other factors detailed from time to time in the reports we file with the SEC. Accordingly, the total market capitalization of the common stock after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split and, in the future, the market price of the common stock following the Reverse Stock Split may not exceed or remain higher than the market price prior to the Reverse Stock Split.

•

Even if our stockholders approve the Reverse Stock Split and the Reverse Stock Split is effected, there can be no assurance that we will continue to meet the continued listing requirements of the Nasdaq Stock Market.

•

The Reverse Stock Split may result in some stockholders owning “odd lots” of less than 100 shares of common stock on a post-split basis. These odd lots may be more difficult to sell, or require greater transaction costs per share to sell, than shares in “round lots” of even multiples of 100 shares.

•

Although our board of directors believes that the decrease in the number of shares of common stock outstanding as a consequence of a Reverse Stock Split and the anticipated increase in the market price of common stock could encourage interest in the common stock and possibly promote greater liquidity for stockholders, such liquidity could also be adversely affected by the reduced number of shares outstanding after the Reverse Stock Split.

•

The implementation of the Reverse Stock Split will effectively result in an increase in the authorized number of shares of common stock relative to the number of shares outstanding, which could, under certain circumstances, have anti-takeover implications by permitting issuances that would dilute the ownership of a person seeking to effect a hostile takeover or increase its percentage ownership. This proposal has been prompted by business and financial considerations and not by the threat of any hostile takeover attempt.

Potential Anti-Takeover Effect of the Reverse Stock Split

Upon effectiveness of the Reverse Stock Split, the number of authorized shares of common stock that are not issued or outstanding will increase relative to the number of shares of common stock that are issued and outstanding prior to the Reverse Stock Split. While this increase could, under certain circumstances, have an anti-takeover effect (for example, by

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permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of the Board or contemplating a tender offer or other transaction for the combination of Quince with another company), Proposal One is not being proposed in response to any effort of which we are aware to accumulate shares of the common stock or to obtain control of Quince.

Effective Date

If our stockholders approve the Reverse Stock Split, the Reverse Stock Split would become effective at such time as it is deemed by our board of directors to be in the best interests of Quince and our stockholders and we file the Certificate of Amendment. Even if the Reverse Stock Split is approved by our stockholders, our board of directors has discretion not to carry out or to delay in carrying out the Reverse Stock Split. Upon the filing of the amendment, all of the pre-Reverse Stock Split shares will be converted into new common stock as set forth in the amendment.

Exchange of Stock Certificates

Some stockholders hold their shares of common stock in certificate form or a combination of certificate and book-entry form. Our transfer agent will act as the “exchange agent” for purposes of implementing the exchange of stock certificates. Stockholders holding pre-split shares that are certificated will be asked to surrender to the exchange agent certificates representing pre-split shares in exchange for certificates representing post-split shares in accordance with the procedures to be set forth in a letter of transmittal to be sent by the exchange agent. No new certificates will be issued to a stockholder until such stockholder has surrendered the stockholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent. Stockholders whose shares are held in book-entry form or by their stockbroker do not need to submit old share certificates for exchange. These stockholders’ book-entry records or brokerage accounts will automatically reflect the new quantity of shares based on the selected reverse stock split ratio. As soon as practicable after the Effective Time, our transfer agent will send to such stockholders or their brokers a transmittal letter along with a statement of ownership indicating the number of post-reverse stock split shares of common stock held. Beginning on the effective date of the reverse stock split, each certificate or other share ownership record representing pre-split shares will be deemed for all corporate purposes to evidence ownership of post-split shares.

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

Certain Material U.S. Federal Income Tax Consequences of the Reverse Stock Split to U.S. Holders

The following is a summary of certain material federal income tax consequences of the Reverse Stock Split that generally are expected to be applicable to U.S. Holders (as defined below) of our common stock who hold their common shares as capital assets within the meaning of Section 1221 of Internal Revenue Code of 1986, as amended (the “Code”) (generally property held for investment). This summary is based on the provisions of the Code, applicable Treasury Regulations promulgated thereunder, judicial authorities and current administrative rulings and practices as in effect on the date of this proxy statement. Changes to these laws could alter the tax consequences described below, possibly with retroactive effect, which may result in the U.S. federal income tax consequences of the Reverse Stock Split differing substantially from the consequences summarized below. We have not sought and will not seek an opinion of counsel or a ruling from the Internal Revenue Service regarding the U.S. federal income tax consequences of the Reverse Stock Split, and there can be no assurance that the Internal Revenue Service or the courts will agree with the positions expressed below.

This summary is for general information purposes only and does not purport to consider all aspects of U.S. federal income taxation that might be relevant to a U.S. Holder in light of their particular circumstances or to holders that are subject to special tax rules, including without limitation banks, financial institutions, insurance companies, regulated investment companies, mutual funds, real estate investment trusts, personal holding companies, foreign entities, nonresident alien individuals, broker-dealers, traders, tax-exempt entities, persons who hold their pre-reverse split shares as a position in a hedging transaction, “straddle,” “conversion transaction” or other integrated or risk reduction transaction, persons whose pre-reverse split shares constitute qualified small business stock within the meaning of Section 1202 of the Code, holders

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who hold their pre-reverse split shares through individual retirement or other tax-deferred accounts, holders of common stock who are not U.S. Holders (as defined below), holders pre-reverse split shares who have a functional currency for U.S. federal income tax purposes other than the U.S. dollar, holders who acquired their pre-reverse split shares in a transaction subject to the gain rollover provisions of Section 1045 of the Code, holders who acquired their pre-reverse split shares pursuant to the exercise of employee stock options or otherwise as compensation, or holders of pre-reverse split shares who are partnerships, limited liability companies that are not treated as corporations for U.S. federal income tax purposes, S corporations, or other pass-through entities or investors in such pass-through entities. In addition, this summary does not discuss the tax consequences of the Reverse Stock Split under state, local, non-U.S. laws or under gift, excise or other federal non-income tax laws, or the application of the alternative minimum tax rules, the Medicare contribution tax on net investment income or the special tax accounting rules under Section 451(b) of the Code. This summary does not address the tax consequences of transactions effectuated prior or subsequent to, or concurrently with, the Reverse Stock Split (whether or not any such transactions are consummated in connection with the Reverse Stock Split), or the tax consequences to holders of options, warrants or similar rights to acquire common stock.

For purposes of this discussion, a U.S. Holder means a beneficial owner of common stock that is: (i) an individual who is a citizen or resident of the United States or someone treated as a U.S. citizen or resident for U.S. federal income tax purposes; (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in the United States or under the laws of the United States or any subdivision thereof, or the District of Columbia; (iii) an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or (iv) a trust (other than a grantor trust) if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (B) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

Tax Consequences of the Reverse Stock Split

The Reverse Stock Split should constitute a “recapitalization” for U.S. federal income tax purposes. In general, the federal income tax consequences of a Reverse Stock Split will vary depending upon whether a U.S. Holder receives cash for fractional shares or solely a reduced number of shares of common stock in exchange for their pre-Reverse Stock Split shares. We believe that because the Reverse Stock Split is not part of a plan to increase periodically a stockholder’s proportionate interest in our assets or earnings and profits, the Reverse Stock Split should have the following federal income tax effects. A U.S. Holder that receives solely a reduced number of shares of common stock generally will not recognize gain or loss in the Reverse Stock Split. A U.S. Holder’s aggregate tax basis in the reduced number of shares of common stock should equal the U.S. Holder’s aggregate tax basis in its pre-Reverse Stock Split shares of common stock, and such U.S. Holder’s holding period in the reduced number of shares of common stock should include the holding period in its pre-Reverse Stock Split shares of common stock exchanged. Treasury Regulations provide detailed rules for allocating the tax basis and holding period of the shares of common stock surrendered to the shares of common stock received in a recapitalization such as the Reverse Stock Split. U.S. Holders should consult their tax advisors as to application of the foregoing rules where shares of pre-Reverse Stock Split common stock were acquired at different times or at different prices.

As noted above, we will not issue fractional shares of common stock in connection with the implementation of the reverse stock split ratios set forth in the Reverse Stock Split. In certain circumstances, stockholders who would be entitled to receive fractional shares of common stock because they hold a number of shares not evenly divisible by the reverse stock split ratio chosen by our Board will automatically be entitled to receive an additional fraction of a share of common stock to round up to the next whole post-reverse stock split share of common stock. The U.S. federal income tax consequences of the receipt of such an additional fraction of a share of common stock is not clear.

The tax treatment of a stockholder may vary depending upon the particular facts and circumstances of such stockholder. Each stockholder is urged to consult with such stockholder’s own tax advisor with respect to the tax consequences of a reverse stock split.

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THE PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO U.S. HOLDERS. IT IS NOT A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS THAT MAY BE IMPORTANT TO A PARTICULAR HOLDER. ALL HOLDERS OF OUR COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO THEM, INCLUDING RECORD RETENTION AND TAX-REPORTING REQUIREMENTS, AND THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX LAWS.

No Dissenters’ Rights

Under applicable Delaware law, our stockholders are not entitled to dissenters’ or appraisal rights with respect to our proposed amendment to the certificate of incorporation to effect the Reverse Stock Split. We will not independently provide our stockholders with any such right.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL TWO.

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PROPOSAL THREE: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has selected BDO USA, P.C. as the Company’s 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. BDO USA, P.C. has audited the Company’s financial statements since 2018. Representatives of BDO USA, P.C. 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 selection of BDO USA, P.C. as the Company’s independent registered public accounting firm. However, the audit committee is submitting the selection of BDO USA, P.C. to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the audit committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

Independent Registered Public Accounting Firm Fees and Services

The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2025 and December 31, 2024, by BDO USA, P.C., the Company’s principal accountant:


	Year Ended December 31,
	2025		2024
Audit fees(1)	$	863,686	$	871,735
Audit related fees(2)		—		—
Tax fees(3)		—		70,330
All other fees(4)		—		—
Total fees	$	863,686	$	942,065

(1)

Consists of fees rendered in connection with the audit of our financial statements, including audited financial statements presented in our Annual Report on Form 10-K, review of the interim financial statements included in our quarterly reports and services normally provided in connection with regulatory filings and other engagements such as consents and review of documents filed with the SEC.

(2)

BDO USA, P.C. did not provide any audit related services during the last two fiscal years.

(3)

Consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal and state tax compliance, as well as technical tax advice related to federal and state income tax matters.

(4)

BDO USA, P.C. did not provide any “other services” during the last two fiscal years.

All fees described above were pre-approved by our audit committee.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm, the scope of services provided by our independent registered public accounting firm and the fees for the services to be performed. These services may include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The Audit Committee or its Chair, whom the Audit Committee has designated as a one-person subcommittee with pre-approval authority, pre-approved all audit fees, audit-related fees, tax fees and other fees in 2025 and 2024. Any pre-approvals by the subcommittee must be and were presented to the Audit Committee at its next scheduled meeting. Our independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by our independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date.

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OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL THREE.

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PROPOSAL FOUR: ADVISORY VOTE ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act or the Dodd-Frank Act, and Section 14A of the Exchange Act, the Company’s stockholders are entitled to vote to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in this Proxy Statement in accordance with SEC rules. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement.

The compensation of our named executive officers subject to the vote is disclosed in “Executive Compensation,” and the compensation tables and the related narrative disclosure contained in this Proxy Statement.

Accordingly, the Board recommends that our stockholders vote FOR the following resolution:

“RESOLVED, that the compensation paid to our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion, is hereby APPROVED.”

Because the vote is advisory, it is not binding on the Board or on us. Nevertheless, the views expressed by our stockholders, whether through this vote or otherwise, are important to management and the Board and, accordingly, the compensation committee and Board intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements. Your vote will serve as an additional tool to guide the compensation committee and Board in continuing to improve the alignment of our executive compensation programs with business objectives and performance and with the interests of our stockholders. Unless the Board decides to modify its policy regarding the frequency of soliciting say-on-pay votes, the next scheduled say-on-pay vote will be at the 2027 Annual Meeting of Stockholders.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL FOUR.

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PROPOSAL FIVE: ADJOURNMENT OR POSTPONEMENT OF ANNUAL MEETING

General

This Proposal Four, if adopted, will allow the chairman of the Annual Meeting to adjourn the Annual Meeting to a later date or dates to permit further solicitation of proxies. This proposal will only be presented to you in the event that there are insufficient votes for, or otherwise in connection with, the approval of the other proposal presented at the Annual Meeting.

Consequences if the Adjournment Proposal is Not Approved

If this proposal is not approved by our stockholders, we will not be able to adjourn the Annual Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the other proposal presented at the Annual Meeting.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL FIVE.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 10, 2026 by:

•

each stockholder known by us to be the beneficial owner of more than 5% of our common stock;

•

each of our current directors;

•

each of our current named executive officers; and

•

all of our current directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned by them, subject to community property laws where applicable. Shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of April 10, 2026 are deemed to be outstanding and to be beneficially owned by the person holding the stock options for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

On April 10, 2026, we effected a reverse stock split by means of a one-for-ten (1-for-10) reverse split of its outstanding common stock, which resulted in a decrease in outstanding common stock to approximately 16,300,794 shares immediately after the reverse stock split. The reverse stock split became effective as of 11:59 p.m., Eastern Time, on April 10, 2026 and our common stock began trading on the Nasdaq Stock Market on a split-adjusted basis on April 13, 2026. We have retroactively adjusted all share amounts and per share data in this proxy statement to give effect to such reverse stock split. However, the information set forth in our Annual Report on Form 10-K for the year ended December 31, 2025 has not been adjusted to give effect to such reverse stock split.

Percentage ownership of our common stock is based on 16,300,794 shares of our common stock outstanding on April 10, 2026. Unless otherwise indicated, the address of each of the individuals and entities named below is c/o Quince Therapeutics, Inc., 611 Gateway Boulevard, Suite 273, South San Francisco, California 94080.


Name of Beneficial Owner	Number of Shares		Options Exercisable within 60 days		Aggregate Number of Shares Beneficially Owned		Percentage of Total (%)
Named Executive Officers and Directors
Dirk Thye, M.D.(1)		99,488		396,271		495,759	3.0%
Charles Ryan, J.D., Ph.D.		13,000		60,999		73,999	*
Brendan Hannah		36,182		120,062		156,244	1.0%
David A. Lamond(2)		438,409		18,954		457,363	2.8%
Christopher J. Senner		-		26,606		26,606	*
June Bray		-		-		-	*
All executive officers and directors as a group (6 persons)(3)		587,079		622,892		1,209,971	7.1%

______________________________

(1)

Consists of (i) 25,500 shares held of record by Dirk Thye (ii) 73,988 shares held of record by Thye Trust dated 12/13/2001. Dr. Thye is the trustee of the Thye Trust dated 12/13/2001 and holds sole voting and dispositive power with respect to the shares held of record by Thye Trust dated 12/13/2001.

(2)

Consists of (i) 30,182 shares held of record by David A. Lamond, (ii) 234,754 shares held of record by Blue Devil Trust dated 12/03/2010 and (iii) 173,472 shares held by the David A. Lamond Trust dated 2006. Mr. Lamond is the trustee of the Blue Devil Trust dated 12/03/2010 and the David A. Lamond Trust dated 2006 and holds sole voting and dispositive power with respect to the shares held of record by Blue Devil Trust dated 12/03/2010 and the David A. Lamond Trust dated 2006.

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(3)

Includes shares beneficially owned by all current executive officers and directors of the Company. Consists of 587,079 shares of common stock and 622,892 shares of common stock underlying options that are exercisable within 60 days of April 10, 2026.

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EXECUTIVE OFFICERS

The following table sets forth certain information regarding our executive officers as of April 23, 2026.


Name	Age	Position
Dirk Thye, M.D.	56	Chief Executive Officer, Chief Medical Officer and Director
Charles Ryan, Ph.D.	61	President
Brendan Hannah	41	Chief Operating Officer, Chief Business Officer, and Chief Compliance Officer

Dirk Thye, M.D. For a brief biography of Dr. Thye, please see “Directors Continuing in Office Until the 2027 Annual Meeting” above.

Charles Ryan, Ph.D. has served as our President since September 2023. In February 2026, Dr. Ryan became a member of the board of directors of Polaryx Therapeutics, Inc. From May 2021 to October 2022, Dr. Ryan served as President, Chief Executive Officer, and Chairman of Travecta Therapeutics, a private biopharmaceutical company pioneering transformative treatments for serious neurological conditions and from December 2017 to December 2022, he served as Chief Executive Officer and Director of Neurotrope, Inc., a clinical-stage biopharmaceutical company developing targeted, novel regenerative therapeutics for neurodegenerative diseases and developmental disorders. Prior to that, he served as Senior Vice President and Chief Intellectual Property Counsel at Forest Laboratories (now AbbVie) for more than 10 years where he managed several intellectual property estates spanning CNS, cardiovascular, gastrointestinal, respiratory, and anti-infective therapeutic areas. He also worked closely with the commercial and development teams, as well as the business development teams at Forest. Dr. Ryan holds a J.D. from Western New England University, a Ph.D. in Oral Biology and Pathology from Stony Brook University, and a B.A. in Chemistry from The College of Wooster. He is a member of the New York State Bar and is a patent practitioner of the U.S. Patent and Trademark Office.

Brendan Hannah has served as our Chief Business Officer since May 2022 and was appointed as our Chief Compliance Officer in March 2023 and our Chief Operating Officer in October 2023. Previously, Mr. Hannah served as the Chief Operating Officer of Novosteo Inc., a biopharmaceutical company, from November 2021 to May 2022. Previously, from January 2019 to October 2021, Mr. Hannah was the Chief Business Officer of Neuroptika, Inc., a biopharmaceutical company, and from January 2017 to March 2020, the Vice President of Operations and Strategy of Geom Therapeutics, a biopharmaceutical company. Mr. Hannah holds an M.B.A. from the University of California, Los Angeles Anderson School of Management and a B.A. in Economics from Colorado College.

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EXECUTIVE COMPENSATION

Our named executive officers (“NEOs”) for fiscal 2026 consisted of the following individuals:

•

Dirk Thye, M.D., our Chief Executive Officer and Chief Medical Officer;

•

Charles Ryan, Ph.D., our President; and

•

Brendan Hannah, our Chief Operating Officer, Chief Business Officer, and Chief Compliance Officer;

SUMMARY COMPENSATION TABLE

The following table sets forth all of the compensation awarded to, earned by, or paid to each of the NEOs for their services rendered for the years ended December 31, 2025 and 2024.


Name and Principal Position(s)	Year	Salary ($)		Option Awards ($)(1)		Non‑Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)(3)		Total ($)
Dirk Thye	2025		550,000		1,644,000		295,625		4,000		2,493,625
Chief Executive Officer and Chief Medical Officer	2024		550,000		1,965,000

SEC Form DEF 14A filed by Quince Therapeutics Inc.