[DEFA14A] Kalaris Therapeutics, Inc. Additional Proxy Soliciting Materials

Rhea-AI Filing Summary

Kalaris Therapeutics, Inc. (ticker KLRS) has filed Definitive Additional Proxy Materials (Form DEFA14A) ahead of its virtual Annual Meeting of Stockholders scheduled for August 12, 2025 at 11:30 a.m. ET. The notice outlines two routine proposals:

• Proposal 1: Elect Class II directors Srinivas Akkaraju, M.D., Ph.D. and Andrew Oxtoby to three-year terms expiring at the 2028 meeting.
• Proposal 2: Ratify Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2025.

The Board recommends shareholders vote FOR each director nominee and FOR auditor ratification. Shareholders of record at the close of business on June 25, 2025 are entitled to vote. Materials are available at www.proxydocs.com/KLRS; holders must use their 12-digit control number to access voting tools. Paper or email copies of the proxy may be requested without charge until August 1, 2025. No other substantive matters, financial results, or transactional items are disclosed in this filing.

Insights

Corporate Governance Expert

TL;DR: Routine proxy; standard director slate and auditor ratification—governance housekeeping, low market impact.

The DEFA14A simply reiterates agenda items typical of an annual meeting: election of two continuing directors and reappointment of Deloitte as auditor. There is no contested solicitation, no compensation plan changes, nor any shareholder proposals. From a governance standpoint, retaining an established Big 4 auditor and experienced directors supports continuity but does not materially alter risk or value. The virtual-only format remains acceptable under SEC guidance but might limit shareholder engagement. Overall, the filing is procedural and unlikely to influence trading.

Portfolio Manager

TL;DR: Neutral event; nothing in the agenda changes the investment case or earnings outlook.

Investors should view this proxy as maintenance. There are no capital allocation decisions, no strategic pivots, and no financial disclosures. Director and auditor continuity can be seen as a stability signal, yet it neither adds nor subtracts from KLRS’s valuation drivers such as pipeline milestones or funding runway. Accordingly, I assign a neutral impact to portfolio positioning.

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 Pursuant to §240.14a-12

Kalaris 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):

☒ 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.

P.O. BOX 8016, CARY, NC 27512-9903 Proxy Materials: Notice of Meeting and Proxy Statement & Annual Report on Form 10-K Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders To Be Held on August 12, 2025 For Stockholders of Record as of June Kalaris Therapeutics, Inc. 25, 2025 Annual Meeting of Stockholders To request paper copies of the proxy materials, use one of the following Tuesday, August 12, 2025 11:30 AM, Eastern Time This meeting will be held exclusively via the Internet- please visit www.proxydocs.com/KLRS for methods. more details. You must register to attend the meeting online and/or participate at www.proxydocs.com/KLRS Internet: For a convenient way to view proxy materials, VOTE, and obtain www.proxydocs.com/KLRS directions to attend the meeting go to www.proxydocs.com/KLRS To vote your proxy while visiting this site, you will need the 12 digit control number in the box below. Call: This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. This is not a ballot. You cannot use this notice to vote your shares. 1-866-648-8133 We materials encourage before you voting to access . and review all of the important information contained in the proxy delivered Under United in paper States . Proxy Securities materials and can Exchange be distributed Commission by making rules, proxy them available materials on do the not Internet have to. be Email: If before you want August to receive 1, 2025 a . There paper is or no email charge copy to of you the for proxy requesting materials, a copy you. Unless must request requested, one on you or will paper@investorelections.com not otherwise receive a paper or email copy. * If requesting a copy of the proxy materials by email, please send a blank email with the 12 digit control number (located below) in the subject line. No other requests, instructions OR other inquiries should be included with your email requesting a copy of the proxy materials. Your control number Have the 12 digit control number located in the box above available when you access the website and follow the instructions. SEE REVERSE FOR FULL AGENDA Copyright © 2025 BetaNXT, Inc. or its affiliates. All Rights Reserved

Kalaris Therapeutics, Inc. Annual Meeting of Stockholders THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR EACH OF THE DIRECTOR NOMINEES IN PROPOSAL 1 AND FOR PROPOSAL 2. PROPOSAL 1. The election of two Class II directors, each to serve for a three-year term expiring at the 2028 annual meeting of stockholders and until his respective successor has been duly elected and qualified. 1.01 Srinivas Akkaraju, M.D., Ph.D. 1.02 Andrew Oxtoby 2. The ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Note: The transaction of any other business that may properly come before the 2025 annual meeting of stockholders or any adjournment or postponement thereof.

FAQ

When is Kalaris Therapeutics' 2025 Annual Meeting?

The virtual meeting is scheduled for August 12, 2025 at 11:30 a.m. ET.

What are the key proposals in KLRS's DEFA14A filing?

Shareholders will vote on 1) election of two Class II directors and 2) ratification of Deloitte & Touche LLP as auditor.

What is the record date for voting on KLRS proxy items?

Stockholders of record as of June 25, 2025 are entitled to vote.

How can shareholders access the proxy materials and vote?

Visit www.proxydocs.com/KLRS and enter the 12-digit control number to view materials and cast votes online.

Is there a cost to request paper or email copies of the KLRS proxy materials?

No. Shareholders may request copies at no charge until August 1, 2025.