Senti Biosciences director Edward Mathers resigns

SNTI set October 30, 2026, at close of business, as the eligibility record date for its previously announced CVR distribution.

Rhea-AI Filing Summary

Senti Biosciences Holdings, Inc. (SNTI) reported that director Edward Mathers notified the board on October 27, 2026, of his decision to resign, effective immediately. He also resigned from all board committees on which he served, effective immediately.

The board set October 30, 2026, at close of business, as the record date for the previously announced distribution of contingent value rights (CVRs). The distribution relates to transactions under a merger agreement dated July 14, 2026, which closed on October 21, 2026.

8-K Event Classification

2 items: 5.02, 8.01

2 items

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.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

CVR distribution record date: October 30, 2026 Transaction closing date: October 21, 2026 Merger agreement date: July 14, 2026

3 metrics

CVR distribution record date October 30, 2026 At close of business

Transaction closing date October 21, 2026 Closing of transactions contemplated by the merger agreement

Merger agreement date July 14, 2026 Date of the Agreement and Plan of Merger

Key Terms

contingent value rights, record date, Agreement and Plan of Merger

3 terms

contingent value rights financial

"distribution of contingent value rights (“CVRs”)"

Contingent value rights are special financial instruments that give their holder the potential to receive additional payments if certain future events or conditions happen, such as the achievement of specific business milestones. They are like a promise of extra rewards that depend on how well a project or company performs later on. Investors care about them because they offer a chance for extra gains but also carry uncertainty, as the extra payments are not guaranteed.

record date financial

"October 30, 2026 as the record date"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Agreement and Plan of Merger regulatory

"Agreement and Plan of Merger, dated as of July 14, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When is SNTI's record date for the CVR distribution?

SNTI set October 30, 2026, at close of business, as the record date for its previously announced distribution of contingent value rights (CVRs), related to transactions that closed on October 21, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/27/2026 - 04:38 PM EDT Accepted by SEC EDGAR 10/27/2026 - 04:38 PM EDT Learn about SEC filing dates

0001854270FALSESenti Biosciences Holdings, Inc.00018542702026-10-262026-10-26

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): October 26, 2026

___________________________________

SENTI BIOSCIENCES HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

___________________________________

Delaware

001-40440

42-1912154

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2 Corporate Drive, First Floor

South San Francisco, California 94080

(Address of principal executive offices including zip code)

Registrant’s telephone number, including area code: (650) 239-2030

(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

SNTI

The Nasdaq Capital Market

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 October 27, 2026, Edward Mathers notified the Board of Directors (the "Board") of Senti Biosciences Holdings, Inc. (the "Company") of his decision to resign from the Board, effective immediately. In connection with his resignation from the Board, Mr. Mathers also resigned from all committees of the Board on which he served, effective immediately. The Company thanks Mr. Mathers for his valuable contributions and dedicated service to the Company and the Board and wishes him the best in his future endeavors.

Item 8.01. Other Events.

On October 26, 2026, the Board of Directors of Senti Biosciences Holdings, Inc., a Delaware corporation (the “Company”), fixed the close of business on October 30, 2026 as the record date for the Company’s previously announced distribution of contingent value rights (“CVRs”) in connection with the closing on October 21, 2026 of the transactions contemplated by the Agreement and Plan of Merger, dated as of July 14, 2026, by and among the Company, Senti Holdings, Inc., a wholly owned subsidiary of the Company (“Midco”), Senti Biosciences, Inc., a Delaware corporation and wholly owned subsidiary of Midco, ST NewCo Limited (f/k/a Celadon Partners SPV 35 Limited), and Senti Merger Sub, Inc.

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.

SENTI BIOSCIENCES HOLDINGS, INC.

Date:

October 27, 2026

By:

/s/ Timothy Lu, M.D., Ph.D.

Name:

Timothy Lu, M.D., Ph.D.

Title:

Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB