🧾 What This Document Is

This is a Proxy Statement (DEF 14A), an official filing that invites shareholders to vote on key company decisions. It's like an agenda and informational packet for Beta Bionics' upcoming annual meeting. You'll learn who's running the company, how they are paid, and what shareholders are voting on this year.

🏢 What The Company Does

👉 In simple terms, Beta Bionics is a medical technology company focused on diabetes management. They are developing an "artificial pancreas" system, often called a closed-loop insulin delivery system. Their goal is to automate insulin dosing for people with diabetes, reducing the burden of constant manual management.

📅 Key Dates & Meeting Details

The Annual Meeting of Stockholders is virtual and will be held:

• Date: Thursday, May 21, 2026
• Time: 2:00 P.M. Pacific Time
• How to Attend: Visit www.virtualshareholdermeeting.com/BBNX2026
• Record Date: You must have owned shares by the close of business on March 23, 2026, to vote.
• Vote Deadline: Internet and telephone voting closes at 11:59 P.M. Eastern Time on May 20, 2026.

👉 Why it matters: If you own BBNX stock, this is your chance to have a say in the company's direction. You need your 16-digit control number (from your notice or proxy card) to vote or ask questions at the meeting.

🗳️ What You're Voting On

Shareholders have two main items on the ballot:

1. Proposal 1: Elect Two Directors

   • Who: Sean Carney and Gerard Michel are nominated.
   • Term: If elected, they will serve until the 2029 annual meeting.
   • Board Recommendation: FOR all nominees.
   • Vote Required: A "plurality" means the nominees with the most "For" votes win, even if not a majority.

2. Proposal 2: Ratify the Auditor

   • What: Approve Ernst & Young LLP as the independent accounting firm for 2026.
   • Board Recommendation: FOR.
   • Vote Required: A majority of votes cast.
   • Fee Detail: The company paid E&Y $748,668 in total fees for 2025, down from $1.88 million in 2024 (which included IPO-related work).

👉 Why it matters: Proposal 1 shapes the company's governing board. Proposal 2 is a standard check on the company's financial auditor. Even if you skip the meeting, your broker may vote for Proposal 2 on your behalf if you don't instruct them.

💰 Executive Compensation (The Big Numbers)

This section details how the top leaders are paid. The numbers are large, especially in stock, to align their interests with shareholders.

Named Executive Officers (2025 Compensation):

• Sean Saint (CEO): Total $12.19 million. This included a $700,000 salary, a $894,600 bonus, and a massive $10.57 million in stock & option awards.
• Stephen Feider (CFO): Total $5.20 million.
• Mike Mensinger (Chief Product Officer): Total $3.64 million.

👉 Why it matters: The vast majority of this pay is in stock options and awards, not cash. This means executive wealth is directly tied to the company's stock performance. They only truly benefit if the share price goes up.

📊 Ownership: Who Holds the Power?

The filing lists major shareholders. As of March 1, 2026, there were 44.4 million shares outstanding.

Top Institutional Investors (>5% each):

• Zone Healthcare Holdings (Farallon funds): 9.9%
• Soleus Capital Management: 5.7%
• RTW Investments: 5.6%
• Point72 Asset Management: 5.2%

Executive & Director Ownership (as a group):

• All 11 directors & executives together: Own 5.3% of the company.
• Sean Saint (CEO): Owns 3.0% by himself (mostly via options).
• Other directors and executives own smaller percentages.

👉 Why it matters: A few large investment funds hold significant sway. The management team's ownership, while meaningful, is less than the combined stake of these major outside investors. This dynamic influences board decisions and company strategy.

⚖️ Governance & Board Structure

The board oversees the company. Key committees and policies are in place to ensure good governance.

• Board Committees: Audit, Compensation, and Nominating & Corporate Governance.
• Independent Directors: The board states it is composed of a majority of independent directors.
• Key Policies: The company has a Code of Business Conduct and Ethics, an Insider Trading Policy, and a Hedging/Pledging Policy (which prohibits employees and directors from hedging company stock or pledging it as loan collateral).
• Shareholder Communication: The board welcomes written communication from shareholders.

🧠 The Analogy

Beta Bionics' annual meeting is like a homeowner's association (HOA) annual meeting. The board of directors are the HOA board members who set rules and oversee the property. The shareholders are the homeowners who pay dues and get to vote on key issues. The big institutional investors are the largest homeowners in the development with the most clout. The executives are the property managers hired by the board to run the day-to-day operations, and their compensation package is heavily tied to how well they maintain and increase the property value (the stock price).

🧩 Final Takeaway

This proxy statement outlines the standard annual governance for Beta Bionics. The core takeaway is that shareholders are being asked to ratify the board's choices for directors and auditors. The massive stock-based compensation for executives underscores that their fortunes are tied to the company's stock performance, aligning them with shareholders' goal of long-term growth in this medical device venture.