Brian Piper becomes CFO at Sana Biotechnology (NASDAQ: SANA)

Rhea-AI Filing Summary

Sana Biotechnology appointed Brian Piper as Executive Vice President, Chief Financial Officer, Treasurer, and Principal Financial Officer effective February 17, 2026, replacing CEO Steve Harr in the acting principal financial officer role. Piper brings over 25 years of biopharmaceutical finance experience, including CFO roles at Scorpion Therapeutics, Antares Therapeutics, Prelude Therapeutics, and Aevi Genomic Medicine, plus senior finance roles at Shire.

Under his offer letter, Piper will receive a $515,000 annual base salary, a target bonus equal to 40% of base salary, an option to purchase 900,000 shares with a four-year vesting schedule, and 200,000 RSUs vesting over four years, all subject to continued service. If terminated without cause or he resigns for good reason outside a change-in-control window, he is eligible for nine months of salary continuation and up to nine months of COBRA coverage, subject to a release of claims. He also participates in Sana’s Change in Control Severance Plan.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 17, 2026

SANA BIOTECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39941		83-1381173
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

188 East Blaine Street, Suite 350

Seattle, Washington 98102

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (206) 701-7914

188 East Blaine Street, Suite 400

Seattle, Washington 98102

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		SANA		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Executive Vice President, Chief Financial Officer, and Treasurer, and Transition of Principal Financial Officer

On February 17, 2026, Sana Biotechnology, Inc. (the “Company”) announced that Brian Piper, M.B.A., joined the Company as Executive Vice President, Chief Financial Officer on February 17, 2026 (the “Commencement Date”), and in such capacity, will serve as the Company’s Treasurer and Principal Financial Officer.

Prior to joining the Company, Mr. Piper, 54, served as Chief Financial Officer of Scorpion Therapeutics, Inc. (“Scorpion”), a privately held biopharmaceutical company, from November 2021 to April 2025, and thereafter at Antares Therapeutics, Inc., a privately held biopharmaceutical company, until August 2025, following its spin-off from Scorpion. Prior to Scorpion, Mr. Piper served as Chief Financial Officer of Prelude Therapeutics Incorporated (“Prelude”), a biopharmaceutical company that completed its initial public offering during his tenure, from July 2019 to November 2021. Prior to Prelude, Mr. Piper served in roles of increasing responsibility, most recently as Chief Financial Officer and Corporate Secretary, at Aevi Genomic Medicine, Inc. (“Aevi”) (previously Medgenics, Inc.), a public biopharmaceutical company (later acquired by Cerecor, Inc.), from April 2014 to May 2019. Prior to Aevi, Mr. Piper served in finance, investor relations, and business development roles at Shire Pharmaceuticals plc, which was a public pharmaceutical company during his tenure (later acquired by Takeda Pharmaceutical Company Limited), for 12 years. Mr. Piper received his B.B.A. in Finance from the University of Notre Dame and his M.B.A. from the Robert H. Smith School of Business at the University of Maryland.

There is no arrangement or understanding between Mr. Piper and any other person pursuant to which he was appointed to such roles. Mr. Piper has no family relationship with any director or executive officer of the Company, and there are no transactions between Mr. Piper and the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”).

Effective as of immediately prior to the Commencement Date, Steven D. Harr, M.D., the Company’s President and Chief Executive Officer, ceased serving as acting Principal Financial Officer.

Employment Arrangements for Mr. Piper

Pursuant to the terms of a written offer letter, dated January 27, 2026, by and between the Company and Mr. Piper (the “Offer Letter”), Mr. Piper will receive an annual base salary of $515,000, and will be eligible to receive a target annual bonus equal to 40% of his base salary.

Pursuant to the Offer Letter, the Company granted to Mr. Piper (i) an option (the “Option”) to purchase 900,000 shares of the Company’s common stock (the “Common Stock”), and (ii) 200,000 restricted stock units (the “RSUs”), in each case pursuant to the Company’s 2021 Incentive Award Plan, as amended. The Option has an exercise price equal to the closing price of the Common Stock on the grant date and a term of 10 years from the grant date. The Option will vest with respect to 25% of the shares subject to the Option on the first anniversary of the grant date and 1/48 of the shares subject to the Option monthly thereafter, and the RSUs will vest over four years in equal annual installments on each anniversary of the grant date, in each case, subject to Mr. Piper’s continued service to the Company through each applicable vesting date.

Pursuant to the Offer Letter, upon Mr. Piper’s termination of employment by the Company other than for “cause” (and other than due to his death or disability) or his resignation for “good reason” (as each such term is defined in the Offer Letter) other than during the period commencing three months prior to a “change in control” (as defined in the Offer Letter) and ending 12 months after a change in control, he is entitled to receive (i) severance payments (less applicable withholding taxes) based on Mr. Piper’s monthly base salary as in effect at the time of termination (but without taking into account any reduction of his base salary in breach of the Offer Letter), payable in installments over the nine-month period following his termination date in accordance with the Company’s standard payroll policies, and (ii) payment or reimbursement for continued health, vision, and dental coverage through the Consolidated Omnibus Budget Reconciliation Act of 1985 for Mr. Piper, his spouse, and any applicable dependents for a period of up to nine months, in each case, subject to, among other things, Mr. Piper providing a general release of claims against the Company.

In addition, Mr. Piper, as an Executive Vice President of the Company, is eligible to participate in the Company’s Change in Control Severance Plan (“Severance Plan”). A description of severance benefits payable pursuant to the Severance Plan upon a termination of employment in certain circumstances is included in the Company’s proxy statement for the 2025 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 25, 2025.

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The foregoing description of the Offer Letter is a summary and is qualified in its entirety by reference to the Offer Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (“Current Report”).

Mr. Piper will have the opportunity to enter into the Company’s form of Indemnification and Advancement Agreement for its directors and officers.

Item 7.01 Regulation FD Disclosure.

On February 17, 2026, the Company issued a press release announcing Mr. Piper’s appointment as Executive Vice President, Chief Financial Officer. A copy of the press release is furnished as Exhibit 99.1 to this Current Report. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See the Exhibit Index below, which is incorporated by reference herein.

EXHIBIT INDEX

Exhibit Number		Description
10.1		Offer Letter by and between the Company and Brian Piper, dated as of January 27, 2026
99.1		Press Release dated February 17, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Sana Biotechnology, Inc.
Date: February 17, 2026		By:	/s/ Aaron M. Grossman
			Aaron M. Grossman
			Executive Vice President, Chief Legal Officer

3

Exhibit 99.1

Sana Biotechnology Appoints Brian Piper as Executive Vice President, Chief Financial Officer

SEATTLE, February 17, 2026 — Sana Biotechnology, Inc. (NASDAQ: SANA), a company focused on changing the possible for patients through engineered cells, today announced the appointment of Brian Piper as Executive Vice President, Chief Financial Officer. Mr. Piper brings to Sana a breadth of biopharmaceutical financial and operational expertise with over 25 years of experience in various positions in the industry. Mr. Piper was most recently CFO of Scorpion Therapeutics and its post-acquisition spin-off, Antares Therapeutics.

“I am thrilled to welcome Brian to Sana and to our leadership team,” said Steve Harr, President and Chief Executive Officer of Sana. “He brings deep expertise in capital formation and disciplined capital allocation along with a proven track record of driving financial and operational excellence. Over the next 12-18 months, we expect to generate initial clinical data for SC451 in the treatment of type 1 diabetes and SG293 in a B-cell related disease, helping us better understand these therapies and creating important value inflection points for the company. We have meaningful momentum in our type 1 diabetes and in vivo CAR T programs, and his leadership will be critical as we continue to advance our portfolio, optimize long‑term value creation, and work to deliver these transformative therapies for patients.”

Mr. Piper was previously Chief Financial Officer of Scorpion Therapeutics until its acquisition by Eli Lilly in 2025, and thereafter was Chief Financial Officer of Antares Therapeutics, following its spin-off from Scorpion. Prior to that, he was Chief Financial Officer of Prelude Therapeutics, a public biotech company. Earlier, he served as Chief Financial Officer of Aevi Genomic Medicine. He also spent 13 years at Shire Pharmaceuticals, holding senior roles across investor relations, corporate venture capital, and other finance functions. Mr. Piper began his career at Celera Genomics and Otsuka Pharmaceuticals, Inc. He obtained his M.B.A. from the University of Maryland and his B.B.A. from the University of Notre Dame.

Mr. Piper added, “I am delighted to join the Sana team at a pivotal time as we build on the demonstrated clinical potential of hypoimmune-modified pancreatic islet cells in type 1 diabetes and start clinical development for the in vivo CAR T platform. I look forward to working closely with the team to ensure a strong balance sheet, drive operational excellence, and apply disciplined capital allocation in support of our vision for patient impact and shareholder value.”

About Sana Biotechnology
Sana Biotechnology, Inc. is focused on creating and delivering engineered cells as medicines for patients. We share a vision of repairing and controlling genes, replacing missing or damaged cells, and making our therapies broadly available to patients. We are a passionate group of people working together to create an enduring company that changes how the world treats disease. Sana has operations in Seattle, WA, Cambridge, MA, and South San Francisco, CA. For more information about Sana Biotechnology, please visit https://sana.com/.

Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements about Sana Biotechnology, Inc. (the “Company,” “we,” “us,” or “our”) within the meaning of the federal securities laws, including those related to the Company’s vision, progress, and business plans; expectations for and the potential timing, significance, and impact of data from its development programs, product candidates, and technology platforms, including its preclinical, clinical, and regulatory development plans; expectations regarding the Company’s value creation and inflection points, balance sheet, operations, and capital allocation and the potential impact for patients and shareholders; and statements by the Company’s President and Chief Executive Officer and Executive Vice President, Chief Financial Officer. All statements other than statements of historical facts contained in this press release, including, among others, statements regarding the Company’s strategy, expectations, future operations, and prospects, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “positioned,” “potential,” “predict,” “seek,” “should,” “target,” “will,” “would,” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. The Company has based these forward-looking statements largely on its current expectations, estimates, forecasts, and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy, and financial needs. In light of the significant uncertainties in these forward-looking statements, you should not rely upon forward-looking statements

as predictions of future events. These statements are subject to risks and uncertainties that could cause the actual results to vary materially, including, among others, the risks inherent in drug development such as those associated with the initiation, cost, timing, progress, and results of the Company’s current and future research and development programs, preclinical and clinical trials, as well as economic, market, and social disruptions. For a detailed discussion of the risk factors that could affect the Company’s actual results, please refer to the risk factors identified in the Company’s SEC reports, including but not limited to its Quarterly Report on Form 10-Q dated November 6, 2025. Except as required by law, the Company undertakes no obligation to update publicly any forward-looking statements for any reason.

Investor Relations & Media:

Nicole Keith

investor.relations@sana.com

media@sana.com

FAQ

What leadership change did Sana Biotechnology (SANA) announce in this 8-K?

Sana Biotechnology appointed Brian Piper as Executive Vice President, Chief Financial Officer, Treasurer, and Principal Financial Officer effective February 17, 2026. Steve Harr, the President and CEO, stopped serving as acting principal financial officer immediately before Piper’s commencement date, consolidating financial leadership under an experienced biotech CFO.

What is Brian Piper’s compensation package at Sana Biotechnology (SANA)?

Brian Piper will receive a $515,000 annual base salary and a target annual bonus equal to 40% of his base salary. He also received an option to purchase 900,000 shares and 200,000 restricted stock units, both vesting over four years, contingent on his continued service with the company.

What equity awards did Sana Biotechnology (SANA) grant to its new CFO?

Sana granted Brian Piper an option to purchase 900,000 shares of common stock and 200,000 restricted stock units under its 2021 Incentive Award Plan. The option vests 25% after one year then monthly over three years, while RSUs vest in four equal annual installments, all requiring continued service.

What severance protections does Brian Piper have at Sana Biotechnology (SANA)?

If Sana terminates Brian Piper without cause, or he resigns for good reason outside a specified change-in-control window, he may receive nine months of salary continuation and up to nine months of COBRA coverage. These benefits depend on conditions including signing a general release and supplement the company’s Change in Control Severance Plan.

What future milestones did Sana Biotechnology (SANA) highlight alongside the CFO appointment?

Sana highlighted expectations to generate initial clinical data over the next 12–18 months for SC451 in type 1 diabetes and SG293 in a B-cell related disease. Management described these readouts as important value inflection points while advancing type 1 diabetes and in vivo CAR T programs.

Does Brian Piper have prior public biotech CFO experience before joining Sana Biotechnology (SANA)?

Yes. Before joining Sana, Brian Piper served as Chief Financial Officer of Prelude Therapeutics, a public biotech that completed its IPO during his tenure, and as Chief Financial Officer of Aevi Genomic Medicine, a public biopharmaceutical company later acquired by Cerecor, building substantial public-company finance experience.

Filing Exhibits & Attachments

3 documents

Press Releases

• EX-99.1 EX-99.1 14.0 KB

Agreements & Contracts

• EX-10.1 EX-10.1 56.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 50.1 KB