🧾 What This Document Is 📜

This is a Proxy Statement (Schedule 14A), which is a critical legal filing used by companies to gather votes from their shareholders. It outlines the major business and governance decisions that shareholders are expected to vote on at the company’s Annual General Meeting.

The filing details the logistics for the vote and includes thorough recommendations from the Board of Directors on how shareholders should cast their ballots. 👉 The primary purpose is to give shareholders an education on the board, officers, and the company's direction before they vote.

🎯 Company Overview and Business Focus 🔬

Crescent Biopharma, Inc. is a biotechnology company that develops differentiated oncology therapeutics. In simple terms, they are focused on fighting cancer in patients with solid tumors.

The company is undergoing significant corporate restructuring, evidenced by its recent merger and subsequent move to the Cayman Islands. 👉 They are a newly public, pre-revenue, clinical-stage biotech company operating in an extremely complex and volatile industry.

🗓️ Annual Meeting Details and Voting Instructions 📅

The Annual General Meeting of Shareholders is scheduled for Tuesday, June 2, 2026, at 9:00 a.m. Eastern Time. The meeting will be held virtually via live audio-only webcast at www.virtualshareholdermeeting.com/CBIO2026.

• Record Date: The official record date for voting is April 7, 2026. Only holders of record of Series A preferred shares and ordinary shares at the close of business on this date can vote.
• Check-in: Online check-in begins at 8:45 a.m. Eastern Time.
• Required Access: Shareholders must use a 16-digit control number included in their notice to attend or vote.

🗳️ Proposal 1A & 1B: Electing Board Directors 🧑‍⚖️

Shareholders are asked to elect two Class II directors to serve until the 2029 Annual General Meeting. The voting process is complex because the vote is split between two classes of shares:

• Proposal 1A (Preferred Directors): Elects Jonathan Violin, Ph.D. This vote is restricted to Series A preferred shares and requires a plurality of votes cast by those shares, voting as a separate class.
• Proposal 1B (At-Large Directors): Elects Susan Moran, M.D., MSCE. This vote is broader, requiring a plurality of votes from ordinary shares and Series A preferred shares, voting together as a single class.

The Board recommends voting “FOR” both nominees. 👉 These two proposals are crucial for setting the leadership structure of the Board for the next few years.

📋 Director Nominees & Qualifications

The Board introduced highly experienced candidates:

• Susan Moran, M.D., MSCE: Has a strong background in medical and clinical leadership, having served as Chief Medical Officer at companies like RayzeBio, Inc. and QED Therapeutics, Inc. She is a board-certified internist.
• Jonathan Violin, Ph.D.: Has extensive experience in biotechnology and academic medicine. He previously served as Crescent’s Chief Executive Officer and President from October 2024 to March 2025.

🏛️ Board Governance Structure

The Board is designed with a classified structure, meaning directors serve three-year terms (e.g., Class II expires at the 2026 Annual Meeting). This structure aims to provide stability and continuous leadership.

Crucially, the holders of Series A preferred shares (an affiliate of Fairmount Funds Management LLC) have an outsized influence. These two preferred directors (Peter Harwin and Jonathan Violin) collectively have six votes, representing 60% of the total votes, allowing them to significantly influence all matters submitted to the Board.

💰 Proposal 2: Auditor Appointment Ratification 🧐

This proposal asks shareholders to approve the appointment of PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

• PwC was appointed by the Audit Committee on June 13, 2025, and has served as the auditor since the Merger Closing in 2025.
• Key Change: Ernst & Young LLP (EY) was dismissed as the independent registered public accounting firm of the Company on the same date.
• Fee Structure: The total fees billed to date (for the fiscal year ended December 31, 2025) were $1,722,670, with $320,286 billed for the period from September 19, 2024, to December 31, 2024.

The Board recommends voting “FOR” this proposal. 👉 Ratifying the auditor is a basic governance task that signals to the market that the company is compliant and has established financial oversight.

📈 Proposal 3 & 4: Executive Compensation Pay 💸

These proposals relate to executive compensation and are considered "say-on-pay" votes. These votes are advisory and non-binding, meaning the company is not legally required to follow the outcome, but they signal shareholder sentiment.

• Proposal 3 (Say-on-Pay): Asks shareholders to approve, on an advisory basis, the 2025 compensation for the named executive officers.
• Proposal 4 (Frequency): Asks shareholders to vote on the preferred frequency of these future advisory votes: every year, every two years, or every three years.

The Board recommends voting “FOR” Proposal 3 and recommending a ONE-YEAR frequency for Proposal 4, citing that annual voting will ensure better communication and more meaningful shareholder input.

📜 Corporate Restructuring and Legal History 🚀

The company has undergone dramatic corporate changes since its inception, which is vital context for understanding its current legal standing.

1. The Merger (The Beginning): On June 13, 2025, the company completed a complex merger/reorganization. This involved several entities: GlycoMimetics, Inc., and various merger subs. The ultimate result was that the surviving entity, Crescent Biopharma Operating Company, LLC, changed its name to “Crescent Biopharma, Inc.”
2. Redomestication: Following the merger, the company changed its jurisdiction from the State of Delaware to the Cayman Islands, effective June 16, 2025.
3. Final Consolidation: By December 30, 2025, the operating company merged into Crescent Biopharma, Inc., a newly formed Delaware corporation.

👉 These moves are typical of biotech startups seeking optimal legal and tax structures, but they add layers of complexity that investors should be aware of.

💼 Management and Committee Oversight 🧑‍💼

The Board leadership has established a clear structure where the Chair (Peter Harwin) and the CEO (Joshua Brumm) are separate roles.

• Board Oversight: The Board has an active role in overseeing material risks, focusing on strategic, operational, financial, legal, and regulatory risks.
• Committees: The Audit Committee (responsible for financial integrity) and Compensation Committee (responsible for executive pay) are composed of independent directors.

🏛️ Corporate Governance Guidelines 🛡️

The Board emphasizes that the company is a "newly public, pre-revenue, clinical-stage biotechnology company," facing high market volatility. To protect minority investors and allow management to focus on long-term value, the Board has adopted specific governance rules:

• Classified Board: Directors serve three-year terms, ensuring stability.
• Supermajority Voting: While most items require a simple majority, amending Articles or removing directors "with cause" requires a supermajority of at least two-thirds of votes cast.
• Plurality Voting: Directors are elected by a plurality of votes, which helps prevent a "failed election" and avoids management disruption.
• Shareholder Restriction: Shareholders cannot call special meetings or act by written consent between annual meetings, a restriction designed to prevent short-term pressures from derailing long-term strategy.

🗣️ Key Operational Details and Contacts 📞

• Proxy Materials: The Proxy Statement and Annual Report are available online at www.proxyvote.com.
• Online Meeting: Live webcasting and voting occur at www.virtualshareholdermeeting.com/CBIO2026.
• Voting Assistance: For phone voting, shareholders must call toll-free 1-800-690-6903 before the deadline of 11:59 p.m. Eastern Time on June 1, 2026.
• Corporate Secretary: Written notices regarding proxy revocation should be sent to Crescent’s Corporate Secretary at 300 Fifth Avenue, Suite 1010, Waltham, MA 02451.

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🧠 The Analogy

Running a biotech company like Crescent Biopharma is like building a complex, experimental machine (the drug) inside a rickety castle (the corporation). To keep the machine running, you need constant funding and expert oversight. The proxy statement is like the engineering blueprint for the year: it forces everyone—the inventor (CEO), the builders (Directors), and the financiers (Shareholders)—to sit down at one massive meeting to agree on who is in charge, how much it costs to run the factory (executive pay), and who has the right to check the blueprints (the independent auditor).

🧩 Final Takeaway

This is a governance vote, not a financial performance report. Shareholders must vote on elected directors (Moran and Violin) and mandatory governance items (auditors, pay) to confirm that the corporate structure and leadership are stable enough to support the company's highly complex, long-term scientific goals.