Mary Agnes Wilderotter leaves Sana Biotechnology (SANA) board and key committees

Rhea-AI Filing Summary

Sana Biotechnology, Inc. disclosed that Mary Agnes Wilderotter has decided to resign from its Board of Directors, effective August 29, 2025. She is also stepping down as Chairperson of the Nominating and Corporate Governance Committee and as a member of the Audit Committee.

The company states that Ms. Wilderotter’s resignation is not due to any disagreement with Sana on matters related to its operations, policies, or practices. This indicates a governance change but not one tied to a reported dispute over the company’s direction or management.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

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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): August 28, 2025

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 400

Seattle, Washington 98102

(Address of principal executive offices, including Zip Code)

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

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.

On August 28, 2025, Mary Agnes Wilderotter notified Sana Biotechnology, Inc. (“Sana”) of her decision to resign from the Board of Directors (“Board”) of Sana Biotechnology, Inc. (“Sana”), including from her positions as Chairperson of the Nominating and Corporate Governance Committee of the Board and a member of the Audit Committee of the Board, effective August 29, 2025. Ms. Wilderotter’s resignation from the Board is not due to any disagreement with Sana on any matter relating to Sana’s operations, policies, or practices.

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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: August 29, 2025		By:	/s/ Bernard J. Cassidy
			Bernard J. Cassidy
			Executive Vice President and General Counsel

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FAQ

What did Sana Biotechnology (SANA) report in this 8-K filing?

Sana Biotechnology reported that Mary Agnes Wilderotter informed the company on August 28, 2025 of her decision to resign from the Board of Directors, effective August 29, 2025.

Which roles did Mary Agnes Wilderotter hold at Sana Biotechnology (SANA)?

Mary Agnes Wilderotter served on the Board of Directors, was the Chairperson of the Nominating and Corporate Governance Committee, and a member of the Audit Committee.

Why is Mary Agnes Wilderotter resigning from Sana Biotechnology’s board?

The filing states that Ms. Wilderotter’s resignation is not due to any disagreement with Sana on matters relating to its operations, policies, or practices. No further reason is provided.

When does Mary Agnes Wilderotter’s resignation from Sana Biotechnology (SANA) take effect?

Her resignation from the Board of Directors and committee roles is effective August 29, 2025.

Does the filing indicate any dispute between Sana Biotechnology and Mary Agnes Wilderotter?

No. The company explicitly states that her resignation is not due to any disagreement regarding Sana’s operations, policies, or practices.

What SEC item does this Sana Biotechnology (SANA) 8-K relate to?

The report is filed under Item 5.02, which covers departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements.