📢 What This Document Is 🗓️

This document is a Proxy Statement (DEF 14A), which is essentially an official invitation and rulebook for an Annual Meeting of Stockholders. 📑 Its entire purpose is to explain what matters will be voted on, who the directors are, and how stockholders can cast their votes.

👉 Why it matters: This document dictates the future governance of Cibus, Inc., ensuring shareholders know exactly how they can participate in decisions regarding the company's leadership and finances.

Key Logistics:

• Meeting Date: The Annual Meeting is scheduled for Tuesday, June 2, 2026.
• Format: The meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/CBUS2026.
• Record Date: The date the company will determine who is eligible to vote is April 6, 2026. Only stockholders of record on this date are entitled to vote.
• Goal: The Board is soliciting votes to approve the board nominees, executive compensation, and the independent accounting firm.

🏢 What The Company Does 🍃

Cibus, Inc. operates as a holding company. 🧺 In simple terms, it manages its assets and operations primarily through its subsidiary, Cibus Global, LLC. The company’s focus areas relate to biotechnology and agriculture.

• Corporate Structure: Cibus, Inc.'s sole material asset is its interest in Cibus Global.
• Stock Classes: The company issues two classes of common stock:
  • Class A Common Stock: Par value of $0.0001, which holds full voting and economic rights. (This is the class most stockholders own).
  • Class B Common Stock: Par value of $0.0001, which holds full voting rights but no economic rights. (Note: There are no shares of Class B Common Stock outstanding).
• Key Brands: The company owns or has rights to trademarks including “Cibus ®,” “RTDS ®” (Rapid Trait Development System), and “Trait Machine TM.”

🗳️ Voting and Meeting Rules 📜

For a stockholder to successfully vote, they must understand the specific rules governing the vote and the record date. These mechanics determine if a vote is counted and how the meeting proceeds.

• Voting Power: Every share of Class A Common Stock represents one vote.
• Quorum: To hold a valid meeting, a quorum is needed. The holders of a majority in voting power must be present (virtually or by proxy).
  • Record Date Quorum Requirement: There were 76,345,736 shares of Class A Common Stock (including 62,641 restricted shares) outstanding on the record date. To meet the quorum, at least 38,172,869 shares must be present or represented by proxy.
• Voting by Proxy: Stockholders are strongly urged to vote by proxy (via card, internet, or telephone) to ensure their vote is counted, even if they don't plan to attend the virtual meeting.
• Non-Voting Impact: If a stockholder (particularly one holding shares through a broker/bank) fails to vote, their shares will not be counted for the proposals (a "broker non-vote" occurs if the broker has no specific instruction).

💼 The Three Proposals for Vote 🎯

The Annual Meeting requires a vote on three distinct, critical governance matters. The Board recommends voting "For" all three proposals.

• Proposal 1: Election of Directors: Stockholders will vote to elect nine directors. The Board is expected to reduce the size of the Board from its current ten members to nine.
• Proposal 2: Say-on-Pay: This is an advisory vote on the compensation of Named Executive Officers. Although it is non-binding, the Board recommends voting "For" approval.
• Proposal 3: Ratification of Independent Registered Public Accounting Firm: Stockholders vote to ratify the appointment of BDO USA, P.C. as the independent registered public accounting firm for the year ending December 31, 2026.

👨‍💼 Board Leadership and Expertise 🧑‍⚖️

The Board of Directors provides expert oversight across the company's operations. Understanding the expertise of the directors is key to understanding Cibus's overall governance health.

• Board Size: The Board currently consists of ten members but is expected to reduce its size to nine following the Annual Meeting.
• Leadership: Peter Beetham serves as Interim CEO, President, and COO, while Mark Finn serves as Chairman of the Board. The Board notes that separating the CEO and Chairman positions is their optimal current structure.
• Experience Highlights: The board features deep experience in multiple fields:
  • Agriculture/Biotech: Peter Beetham, Dr. Gerhard Prante, and Thomas Urban bring extensive experience in agricultural biotechnology.
  • Finance/Investment: Jean-Pierre Lehmann and Craig Wichner bring significant expertise in finance, venture capital, and private equity.
  • Corporate Governance/Management: Kimberly A. Box and August Moretti bring high-level corporate and pharmaceutical executive experience.

📊 Board Committees and Responsibilities ⚙️

The Board relies on several standing committees to manage specific areas of risk and oversight. Each committee has a distinct set of responsibilities defined by its charter.

• Audit Committee: Responsible for the integrity of financial statements, overseeing the independent auditors, and reviewing compliance with laws. (Current Members: Moretti (chair), Finn, Lehmann, and Dr. Walker).
• Nominating and Corporate Governance Committee: Responsible for corporate governance matters, suggesting and recommending board candidates, and reviewing corporate governance guidelines.
• Compensation Committee: Oversees and reviews the company's overall compensation philosophy. They are currently engaging Aon plc as their independent compensation consultant, which did not provide services exceeding $120,000 in 2025.
• Strategy Committee: Assists the Board in overseeing the development and execution of the company's overall strategy, assessing long-term strategic plans, and recommending modifications.

🛡️ Corporate Governance Policies and Risk Management ⚖️

The company has established strict policies to protect itself and its investors, particularly regarding executive conduct and financial reporting. These policies show the Board's commitment to integrity.

• Risk Oversight: The Board, and its committees, actively monitor risk. The Audit Committee specifically reviews major financial and cybersecurity risks.
• Code of Conduct: All employees, directors, and officers must adhere to the Cibus Code of Business Conduct and Ethics.
• Insider Trading Policy: This policy restricts employees and directors from speculative trading, hedging transactions (like equity swaps), or short-selling Cibus common stock.
• Clawback Policy: This policy allows the company to recover "excess incentive-based compensation" from current or former officers if the company has to restate its financial results due to a material noncompliance with securities laws.

🚀 Future Strategic Planning and Proposals 🔮

The filing also looks ahead, outlining future deadlines and continuing governance structures.

• 2027 Annual Meeting Timeline: Stockholders planning to submit proposals or nominate directors for the 2027 Annual Meeting must adhere to strict deadlines:
  • General Proposal Deadline: Must be received by the Secretary no later than December 21, 2026.
  • Director Nomination Deadline (Bylaws): To be considered timely under the bylaws, notice must be received between February 2, 2027 and March 4, 2027.
• Reporting: Preliminary voting results will be announced at the meeting, and final results will be published in a Current Report on Form 8-K within four business days after the Annual Meeting.

📞 For More Information and Voting 🗺️

If you have questions or need to participate, the following resources and contacts are provided.

• Website Resources: Proxy materials and the Annual Report on Form 10-K are available at www.proxyvote.com and https://investor.cibus.com/financials-filings/sec-filings.
• Voting Methods: Stockholders can vote by proxy card (must be received by June 1, 2026), online (before 11:59 p.m. PT on June 1, 2026), or by phone.
• Key Contact: General questions can be directed to Cibus, Inc., 6455 Nancy Ridge Drive, San Diego, CA 92121. For Investor Relations, call (858) 450-0008.

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🧠 The Analogy

Think of this Proxy Statement like a complex contract renewal for the entire company's leadership. 🤝 When you sign it, you aren't giving up your money, but you are giving the Board the authority to continue governing the company for the next year. Every director biography, every committee charter, and every policy (like the Clawback Policy) is a specific clause in that contract that tells the company how to manage its internal risks and maintain financial trust.

🧩 Final Takeaway

This Proxy Statement is a detailed report on Cibus’s governance structure and proposed leadership changes for 2026. Stockholders must understand the three key votes—Directors, Pay, and Auditor—and the strict voting deadlines to ensure their vote is counted.