UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )


Filed by the Registrant ☒			Filed by a party other than the Registrant ☐

Check the appropriate box:


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

Precision BioSciences, Inc.

(Name of Registrant as Specified in its Charter)

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

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


☒			No fee required

☐			Fee paid previously with preliminary materials

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

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			302 East Pettigrew Street, Suite A-100 Durham, North Carolina 27701

April [ ], 2026

Dear Fellow Stockholders:

On behalf of the Board of Directors, I cordially invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of Precision BioSciences, Inc. (the “Company”), which will be held on Thursday, May 21, beginning at 10:00 a.m., Eastern Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast.

Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the meeting. We have elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. We believe that providing our proxy materials over the Internet expedites stockholders’ receipt of proxy materials, lowers costs and reduces the environmental impact of the Annual Meeting.

Your vote is important to us. Please act as soon as possible to vote your shares. It is important that your shares be represented at the meeting whether or not you plan to attend the Annual Meeting via the Internet. Please vote electronically over the Internet, by telephone or by returning your signed proxy card in the envelope provided. You may also vote your shares online during the Annual Meeting. Instructions on how to vote while participating at the meeting live via the Internet are posted at www.virtualshareholdermeeting.com/DTIL2026.

On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.

/s/ Kevin J. Buehler

Kevin J. Buehler

Chair of the Board

This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about April [ ], 2026.

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			302 East Pettigrew Street, Suite A-100 Durham, North Carolina 27701

Notice of Annual Meeting of Stockholders

to be Held on May 21, 2026



				DATE & TIME Thursday, May 21, 2026 10:00 a.m. Eastern Time



				WHERE Virtual Meeting via live webcast www.virtualshareholdermeeting.com/ DTIL2026



				RECORD DATE March 25, 2026


	ITEMS TO BE VOTED ON
	1			To elect Melinda Brown and Geno Germano as Class I directors to hold office until the Company’s annual meeting of stockholders to be held in 2029 and until their respective successors have been duly elected and qualified.
	2			To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026.
	3			Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers (commonly referred to as the “say-on-pay vote”).
	4			Approval of the amendment and restatement of the Company’s 2019 Incentive Award Plan.
	5			Approval of an amendment to our Certificate of Incorporation to provide for officer exculpation as permitted under the Delaware General Corporation Law.
	6			Approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the other proposals.
	7			To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.

These items of business are described in the Proxy Statement that follows this notice. Holders of record of our common stock as of the close of business on March 25, 2026 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment thereof.

Your vote is important. Voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Please promptly vote your shares by completing, signing, dating and returning your proxy card or by Internet or telephone voting as described on your proxy card.

By Order of the Board of Directors

/s/ Dario Scimeca

Dario Scimeca

General Counsel and Secretary

Durham, North Carolina

April [ ], 2026

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting: This Proxy Statement and our Annual Report are available free of charge at www.proxyvote.com.

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Table of Contents


General Information About the Annual Meeting and Voting			1
When and where will the Annual Meeting be held?			1
What are the purposes of the Annual Meeting?			1
Are there any matters to be voted on at the Annual Meeting that are not included in this Proxy Statement?			1
What does it mean if I receive more than one set of proxy materials?			2
Who is entitled to vote at the Annual Meeting?			2
What is the difference between being a “record holder” and holding shares in “street name”?			2
What do I do if my shares are held in “street name”?			2
How many shares must be present to hold the Annual Meeting?			2
What are “broker non-votes”?			3
What if a quorum is not present at the Annual Meeting?			3
How do I vote my shares without attending the Annual Meeting?			3
How can I attend and vote at the Annual Meeting?			3
What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?			4
How does the Board recommend that I vote?			4
How many votes are required to approve each proposal?			5
What if I do not specify how my shares are to be voted?			6
Who will count the votes?			6
Can I revoke or change my vote after I submit my proxy?			6
Who will pay for the cost of this proxy solicitation?			6
Why hold a virtual meeting?			6
Will I be able to ask questions at the Annual Meeting?			7
PROPOSAL NO. 1 Election of Directors			8
Board Size and Structure			8
Current Directors and Terms			8
Nominees for Director			8
Board Recommendation			8

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Information About Board Nominees and Continuing Directors			9
Nominees for Election to Three-Year Terms Expiring No Later than the 2029 Annual Meeting			10
Class II Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders			11
Class III Directors Whose Terms Expire at the 2028 Annual Meeting of Stockholders			12
PROPOSAL NO. 2 Ratification of Appointment of Independent Registered Public Accounting Firm			13
Appointment of Independent Registered Public Accounting Firm			13
Audit, Audit-Related, Tax and All Other Fees			13
Audit Fees			14
All Other Fees			14
Pre-Approval Policies and Procedures			14
Board Recommendation			14
Audit Committee Report			15
PROPOSAL NO. 3 Approval, on an Advisory (Non-Binding) Basis, of the Compensation of our Named Executive Officers (“Say-on-Pay”)			16
Why You Should Vote in Favor of our Say-on-Pay Vote			16
Proposed Resolution			16
Next Say-on-Pay Vote			16
Board Recommendation			16
PROPOSAL NO.4 Approval of the Amendment and Restatement of the Company’s 2019 Incentive Award Plan			17
Overview			17
Why You Should Vote FOR the Amendment and Restatement of the Company’s 2019 Plan			17
2019 Plan Contains Equity Compensation Best Practices			19
Summary of the 2019 Plan			19
Interests of Certain Persons in the Amendment and Restatement of the 2019 Plan			22
Federal Income Tax Consequences			22
New Plan Benefits			24
Additional Prior Award Information			24
Board Recommendation			24
PROPOSAL NO. 5 Approval of an Amendment to Our Certificate of Incorporation to Reflect Changes in Delaware Law Regarding Officer Exculpation			25
Overview			25
Purpose and Effect of Proposed Amendment			25

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Text of Proposed Amendment			26
Timing and Effect of the Proposed Amendment			26
Required Vote			27
Board Recommendation			27
PROPOSAL NO. 6 Approval of an Adjournment of the Annual Meeting, if Necessary, to Solicit Additional Proxies if There Are Not Sufficient Votes at the Time of the Annual Meeting to Approve Any of the Other Proposals			28
Background of and Rationale for the Adjournment Proposal			28
Required Vote			28
Board Recommendation			28
Executive Officers			29
Corporate Governance			31
Corporate Governance Guidelines			31
Board Leadership Structure			31
Director Independence			32
Board Committees			32
Audit Committee			32
Compensation Committee			33
Compensation Consultants			34
Nominating and Corporate Governance Committee			34
Science and Technology Committee			35
Board and Board Committee Meetings and Attendance			35
Executive Sessions			35
Director Attendance at Annual Meeting of Stockholders			35
Director Nominations Process			36
Board Diversity			37
Board Role in Risk Oversight			37
Committee Charters and Corporate Governance Guidelines			37
Code of Business Conduct and Ethics			38
Insider Trading and Anti-Hedging Policy			38
Clawback Policy			38
Communications with the Board			38
Executive Compensation			39

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Overview			39
Summary Compensation Table			39
Narrative Disclosure to Summary Compensation Table			40
Annual Base Salaries			40
Bonuses			40
Equity Compensation			40
Retirement Plans			41
Employee Benefits and Perquisites			41
Outstanding Equity Awards at 2025 Fiscal Year-End			42
Employment Agreements			43
Director Compensation			44
2025 Restricted Stock Units to Non-Employee Directors			44
Non-Employee Director Compensation Policy			44
2025 Director Compensation			45
Pay Versus Performance			46
Relationship of Compensation Actually Paid and Our Total Shareholder Return			47
Relationship of Compensation Actually Paid and Our Net Income			47
Equity Compensation Plan Information			48
Stock Ownership			49
Security Ownership of Certain Beneficial Owners and Management			49
Delinquent 16(a) Reports			51
Certain Transactions With Related Persons			51
Policies and Procedures on Transactions with Related Persons			51
Investors’ Rights Agreement			51
Director and Officer Indemnification and Insurance			51
Employment Agreements			51
Stock Options and Restricted Stock Unit Grants to Executive Officers and Directors			52
Duke License			52
Stockholder Proposals and Director Nominations			52
Householding			53
2025 Annual Report			53

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PROXY STATEMENT

For the Annual Meeting of Stockholders to be Held on May 21, 2026

This proxy statement (the “Proxy Statement”) and our annual report for the fiscal year ended December 31, 2025 (the “Annual Report” and, together with this Proxy Statement, the “proxy materials”) are being furnished in connection with the solicitation by and on behalf of the board of directors (the “Board” or “Board of Directors”) of Precision BioSciences, Inc. (the “Company,” “Precision,” “we,” “us,” or “our”), in connection with our 2026 annual meeting of stockholders (the “Annual Meeting”). The Notice of Annual Meeting and this Proxy Statement are first being distributed or made available, as the case may be, on or about April [ ], 2026.

General Information About the Annual Meeting and Voting

Q:	When and where will the Annual Meeting be held?

The Annual Meeting will be held on Thursday, May 21, 2026 at 10:00 a.m., Eastern Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/DTIL2026 and entering your 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest”, but you will not be able to vote, ask questions or access the list of stockholders as of the close of business on March 25, 2026 (the “Record Date”).

Q:	What are the purposes of the Annual Meeting?

A:	The purpose of the Annual Meeting is to vote on the following items described in this Proxy Statement:

•	Proposal No. 1: Election of the director nominees listed in this Proxy Statement.

•	Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026.

•	Proposal No. 3: Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers (commonly referred to as the “say-on-pay vote”).

•	Proposal No. 4: Approval of the amendment and restatement of the Company’s 2019 Incentive Award Plan

•	Proposal No. 5: Approval of an Amendment to Our Certificate of Incorporation to Provide for Officer Exculpation as permitted under the Delaware General Corporation Law.

•	Proposal No. 6: Approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the other proposals.

Q:	Are there any matters to be voted on at the Annual Meeting that are not included in this Proxy Statement?

At the date this Proxy Statement went to press, we did not know of any matters to be properly presented at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the meeting or any adjournment or postponement thereof for consideration, and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.


Precision BioSciences, Inc.	1	2026 Proxy Statement

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Q:	What does it mean if I receive more than one set of proxy materials?

It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each set of proxy materials, please submit your proxy by phone, via the Internet, or by signing, dating and returning the enclosed proxy card in the enclosed envelope.

Q:	Who is entitled to vote at the Annual Meeting?

A:	Holders of record of shares of our common stock as of the close of business on the Record Date will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement or adjournment thereof.

At the close of business on the Record Date, there were 25,803,199 shares of our common stock issued and outstanding and entitled to vote. Each share of our common stock is entitled to one vote on any matter presented to stockholders at the Annual Meeting. You will need to obtain your own Internet access if you choose to attend the Annual Meeting online and/or vote over the Internet.

To attend and participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest,” but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date. The meeting webcast will begin promptly at 10:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m., Eastern Time, and you should allow ample time for the check-in procedures.

Q:	What is the difference between being a “record holder” and holding shares in “street name”?

A:	A record holder (also called a “registered holder”) holds shares in his or her name. Shares held in “street name” means that shares are held in the name of a bank, broker or other nominee on the holder’s behalf.

Q:	What do I do if my shares are held in “street name”?

If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in “street name.” The proxy materials have been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting. Please refer to information from your bank, broker or other nominee on how to submit your voting instructions.

Q:	How many shares must be present to hold the Annual Meeting?

A quorum must be present at the Annual Meeting for any business to be conducted. The holders of a majority in voting power of the Company’s capital stock issued and outstanding and entitled to vote, present electronically or represented by proxy constitutes a quorum. If you sign and return your paper proxy card or authorize a proxy to vote electronically or telephonically, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote as indicated in the proxy materials.

Broker non-votes will also be considered present for the purpose of determining whether there is a quorum for the Annual Meeting.


Precision BioSciences, Inc.	2	2026 Proxy Statement

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Q:	What are “broker non-votes”?

A “broker non-vote” occurs when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at their discretion. Proposals No. 1, No. 3, No. 4, No. 5, and No. 6 are considered non-discretionary matters, and a broker will lack the authority to vote uninstructed shares at its discretion on such proposals. Proposal No. 2 is considered a discretionary matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on this proposal.

Q:	What if a quorum is not present at the Annual Meeting?

If a quorum is not present or represented at the scheduled time of the Annual Meeting, (i) the chairperson of the Annual Meeting or (ii) a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present electronically or represented by proxy, may adjourn the Annual Meeting until a quorum is present or represented.

Q:	How do I vote my shares without attending the Annual Meeting?

A:	We recommend that stockholders vote by proxy even if they plan to attend the Annual Meeting and vote electronically. If you are a stockholder of record, there are three ways to vote by proxy:

•	by Telephone—You can vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy card;

•	by Internet—You can vote over the Internet at www.proxyvote.com by following the instructions on the proxy card; or

•	by Mail—You can vote by mail by signing, dating and mailing the proxy card.

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on May 20, 2026.

If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions on how to vote from the bank, broker or holder of record. You must follow the instructions of such bank, broker or holder of record in order for your shares to be voted.

Q:	How can I attend and vote at the Annual Meeting?

We will be hosting the Annual Meeting live via audio webcast. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/DTIL2026. If you were a stockholder as of the Record Date, or you hold a valid proxy for the Annual Meeting, you can vote at the Annual Meeting. A summary of the information you need to attend the Annual Meeting online is provided below:

•	Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/DTIL2026.

•	Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/DTIL2026 on the day of the Annual Meeting.

•	Webcast starts at 10:00 a.m., Eastern Time.

•	You will need your 16-Digit Control Number to enter the Annual Meeting.

•	Stockholders may submit questions while attending the Annual Meeting via the Internet.


Precision BioSciences, Inc.	3	2026 Proxy Statement

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

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page.

Q:	How does the Board recommend that I vote?

A:	The Board recommends that you vote:

•	FOR the nominees to the Board set forth in this Proxy Statement.

•	FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026.

•	FOR the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers.

•	FOR the approval of the amendment and restatement of the Company’s 2019 Incentive Award Plan.

•	FOR the approval of an amendment to our Certificate of Incorporation to provide for officer exculpation as permitted under the Delaware General Corporation Law.

•	FOR the approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the other proposals.


Precision BioSciences, Inc.	4	2026 Proxy Statement

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Q:	How many votes are required to approve each proposal?

A:	The table below summarizes the proposals that will be voted on, the vote required to approve each item and how votes are counted:

Proposal

Votes Required

Voting Options

Impact of

“Withhold” or

“Abstain” Votes

Broker

Discretionary

Voting

Allowed

Impact of

Broker

Non-Votes

Proposal No. 1: Election of Directors

The plurality of the votes cast. This means that the two nominees receiving the highest number of affirmative “FOR” votes will be elected as Class I directors.

“FOR ALL” “WITHHOLD ALL” “FOR ALL EXCEPT”

None⁽¹⁾

No⁽²⁾

None⁽⁶⁾

Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon.

“FOR” “AGAINST” “ABSTAIN”

None⁽³⁾

Yes⁽⁴⁾

None⁽⁴⁾

Proposal No. 3: Approval, on an Advisory (Non-Binding) Basis, of the Compensation of Our Named Executive Officers

The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon.

“FOR” “AGAINST” “ABSTAIN”

None⁽³⁾

No⁽²⁾

None⁽⁶⁾

Proposal No. 4: Approval of the amendment and restatement of the Company’s 2019 Incentive Award Plan

The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon.

“FOR” “AGAINST” “ABSTAIN”

None⁽³⁾

No⁽²⁾

None⁽⁶⁾

Proposal No. 5: Approval of an Amendment to Our Certificate of Incorporation to Provide for Officer Exculpation as Permitted under the Delaware General Corporation Law

The affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company entitled to vote on this proposal.

“FOR” “AGAINST” “ABSTAIN”

Will count

as a vote

“against”⁽⁵⁾

No⁽²⁾

Will count

as a vote

“against”⁽⁵⁾

Proposal No. 6: Approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the other proposals

The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon.

“FOR” “AGAINST” “ABSTAIN”

None⁽³⁾

No⁽²⁾

None⁽⁶⁾

(1)	Votes that are “withheld” will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a director, because directors are elected by plurality voting.

(2)	As this proposal is not considered a discretionary matter, brokers lack authority to exercise their discretion to vote uninstructed shares on this proposal.

(3)	Abstentions are not counted as “votes cast” and thus will have no effect on the approval of this proposal.

(4)	As this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal. Because brokers have discretionary authority to vote on such matter, we do not expect any broker non-votes in connection with Proposal 2.

(5)

Abstentions, votes withheld, and broker non-votes will not be included in the numerator (since they are not affirmative votes) but will be included in the denominator (since they are shares “entitled to vote”). Therefore, abstentions, votes withheld, and broker non-votes will have the effect of a vote “against” the proposal.

(6)	A broker non-vote is not considered a vote cast and will, therefore, not affect the outcome of this proposal.


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Q:	What if I do not specify how my shares are to be voted?

A:	If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board. The Board’s recommendations are set forth above, as well as with the description of each proposal in this Proxy Statement.

Q:	Who will count the votes?

A:	Representatives of Broadridge Investor Communications Services (“Broadridge”) will tabulate the votes, and a representative of Broadridge will act as inspector of election.

Q:	Can I revoke or change my vote after I submit my proxy?

A:	Yes. Whether you have voted by Internet, telephone or mail, if you are a stockholder of record, you may change your vote and revoke your proxy by:

•	sending a written statement to that effect to the attention of our General Counsel and Secretary at our corporate offices, provided such statement is received no later than May 21, 2026;

•	voting again by Internet or telephone at a later time before the closing of those voting facilities at 11:59 p.m., Eastern Time, on May 20, 2026;

•	submitting a properly signed proxy card with a later date that is received no later than May 20, 2026; or

•	attending the Annual Meeting, revoking your proxy and voting again.

If you hold shares in street name, you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your proxy online at the Annual Meeting if you obtain a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares.

Your most recent proxy card or telephone or Internet proxy is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Company before your proxy is voted or you vote online at the Annual Meeting.

Q:	Who will pay for the cost of this proxy solicitation?

SEC Form PRE 14A filed by Precision BioSciences Inc.