SNSE Sensei Biotherapeutics, Inc. - 8-K

Item 8.01. Other Events.

On May 22, 2026, Sensei Biotherapeutics, Inc. (the “Company”) announced an update regarding the expected reconstitution of the board of directors of the Company (the “Board”) in connection with the Company’s 2026 Annual Meeting of Stockholders to be held on June 10, 2026 (the “Annual Meeting”), as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 27, 2026 (the “Definitive Proxy Statement”).

Due to personal reasons, Karen Vousden, Ph.D. has requested that her appointment to the Board be delayed until later in 2026. The Board intends to consider appointing Dr. Vousden in the third or fourth quarter of 2026. If the Required Company Stockholder Matters (as defined in the Definitive Proxy Statement) are approved at the Annual Meeting, the Board intends to appoint Bob Holmen as chair of the Nominating and Corporate Governance Committee, effective June 12, 2026, when the other board appointments described in the Definitive Proxy Statement would become effective. The Board has also approved a Board size of five directors as of that date.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding: (i) the expected reconstitution of the Board if the Required Company Stockholder Matters are approved; (ii) the anticipated timing and effectiveness of Board appointments, including the appointment of Bob Holmen as chair of the Nominating and Corporate Governance Committee; (iii) the Board’s intention to consider the appointment of Karen Vousden, Ph.D. in the third or fourth quarter of 2026; and (iv) the anticipated size of the Board. These forward-looking statements are based on the Company’s current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated. Factors that could cause or contribute to such differences include, but are not limited to: (i) the receipt of stockholder approval of the Required Company Stockholder Matters; (ii) changes in the expected timing or composition of the reconstituted Board; and (iii) other risks and uncertainties described in the Company’s filings with the SEC, including the Definitive Proxy Statement. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.