Senti Biosciences Holdings, Inc.

Item 1.01 Entry into a Material Definitive Agreement. CVR Agreement On October 21, 2026 (the “Closing Date”), in connection with the closing (the “Closing”) of the transactions contemplated by the Merger Agreement, Midco entered into a Contingent Value Rights Agreement, dated as of October 21, 2026 (the “CVR Agreement”), by and between Midco and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”). The CVR Agreement governs the terms of the CVRs issued in connection with the Merger. Each CVR represents a contractual right to receive the following contingent cash payments (the “Milestone Payment Amounts”) if the following milestones are achieved on or before the seventh anniversary of the Closing Date: A pro rata share of $10.0 million upon the filing by or on behalf of Midco, or any of its affiliates or licensees, of a biologics license application (the “BLA”) with the U.S. Food and Drug Administration (the “FDA”) and its acceptance by the FDA, or the passing of the 60-day review period without rejection, by the FDA, for the Logic Gated off-the-shelf CAR-NK cell therapy known as SENTI-202 (the “Product”); A pro rata share of $20.0 million upon receipt by or on behalf of Midco or any of its affiliates or licensees of FDA approval of the BLA for the Product; and A pro rata share of $30.0 million upon the achievement of cumulative worldwide net sales (as defined in the CVR Agreement) of the Product exceeding $200.0 million during the period commencing on the first commercial sale of the Product until the seventh anniversary of the Closing Date. The aggregate amount payable under the CVR Agreement shall not exceed $60.0 million. In connection with the Merger, the Company’s Board of Directors (the “Board”) intends to fix the record date for distribution of CVRs after closing of the Merger in accordance with the terms of the Merger Agreement (the “CVR Record Date”). Each holder of common stock of the Company, par value $0.0001 per share (the “Company Common Stock”), as of the CVR Record Date will receive one CVR per share of Company Common Stock held as of such date. In addition, holders of Company Stock Options, Company RSUs and Company Warrants (each as defined below) are also entitled to receive CVRs, as described below. The CVRs and the possibility of receiving any payment pursuant to the CVRs are highly speculative and subject to numerous factors outside the control of Parent or its affiliates. There can be no assurance that any transaction that may give rise to any payment pursuant to the CVRs will be executed or that any payment pursuant to the CVRs will ever be paid. The CVRs are not certificated, will not have any voting or dividend rights, will not represent any equity or ownership interests in Parent or Midco and will not be transferable except in limited circumstances. The foregoing description of the CVR Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the CVR Agreement, a copy of which is filed as Exhibit 2.2 hereto and is incorporated herein by reference. Pursuant to the terms and conditions of the Merger Agreement, among other things: Company Stock Options. Immediately prior to the effective time of the Merger (the “Closing Effective Time”), each outstanding option to purchase shares of Company Common Stock (each, a “Company Stock Option”), whether or not then vested or exercisable, became fully vested and exercisable. Each Company Stock Option that remained outstanding immediately prior to the Closing Effective Time was extended so that such Company Stock Option will remain exercisable until the original expiration date of such Company Stock Option, notwithstanding any earlier termination of the holder’s employment or service with the Company or any of its subsidiaries; provided that each such Company Stock Option will remain subject to earlier termination in accordance with the terms of the applicable equity incentive plan. Each Company Stock Option that is outstanding and unexercised as of immediately prior to the CVR Record Date shall entitle such holder to receive, upon exercise of such Company Stock Option pursuant to the terms thereof, a number of CVRs equal to the number of shares of the Company Common Stock that would have been issuable upon exercise in full of such stock option immediately prior to the CVR Record Date, reduced by an amount equal to the amount of any applicable withholding taxes, subject to and in accordance with the terms and conditions of such stock option and the CVR Agreement. ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Company RSUs. Immediately prior to the Closing Effective Time, each outstanding restricted stock unit award with respect to shares of Company Common Stock (each, a “Company RSU”), whether or not then vested, became fully vested, automatically and without any action on the part of the holder thereof, and shall thereafter remain subject to settlement in accordance with the terms and conditions of the applicable equity incentive plan and the award agreement evidencing such Company RSU. Each Company RSU that is outstanding and unsettled as of immediately prior to the CVR Record Date shall entitle such holder to receive, upon settlement of such Company RSU pursuant to the terms thereof, a number of CVRs equal to the number of shares of the Company’s common stock subject to such Company RSU immediately prior to the CVR Record Date, reduced by an amount equal to the amount of any applicable withholding taxes, subject to and in accordance with the terms and conditions of such Company RSU and the CVR Agreement. Company Warrants. Each warrant to purchase shares of Company Common Stock (each, a “Company Warrant”) that is outstanding and unexercised as of immediately prior to the CVR Record Date shall entitle such holder to receive, upon exercise of such Company Warrant pursuant to the terms thereof, a number of CVRs equal to the number of shares of Company Common Stock that would have been issuable upon exercise in full of such Company Warrant immediately prior to the CVR Record Date, reduced by an amount equal to the amount of any applicable withholding taxes, subject to and in accordance with the terms and conditions of such Company Warrant and the CVR Agreement.Asset Assignment and Assumption Agreement and License Agreement On the Closing Date, the Company entered into an Asset Assignment and Assumption Agreement and License Agreement (the “Assignment Agreement”) with Opco and Midco. Pursuant to the Assignment Agreement, Opco assigned to the Company, exclusively throughout the world and free and clear of encumbrances, all right, title and interest in and to certain patents and related patent rights, all agreements between Opco and an external research organization (the “Assigned Agreements”) and all know-how owned or controlled by Opco that relates to or is useful in connection with the Company’s Rett Syndrome and TIL programs. The Company assumed all obligations and liabilities of Opco arising under the Assigned Agreements on and after the effective date, including future payment, reporting and other contractual obligations, while Opco will remain responsible for obligations accrued before that date unless otherwise agreed in writing. The Company will not incur any payment obligations to Opco under the Assignment Agreement. The foregoing description of the Assignment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Assignment Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. Master Consulting Agreement On the Closing Date, in connection with the Closing, the Company entered into a master consulting agreement (the “Master Consulting Agreement”) with Opco. Under the Master Consulting Agreement, Opco has agreed to provide the Company with certain transitional corporate, administrative, financial, information technology and operational support services as well as related research and development services. The Master Consulting Agreement has an initial term of 12 months, and the Company has the option to extend the term for an additional 12 months. The services are subject to specified minimum service levels. With prior notice to Opco, the Company has the right to terminate individual services before the expiration of the term as it develops standalone capabilities, without terminating the Master Consulting Agreement in its entirety. The Company has agreed to pay Opco certain fees, subject to reduction if the Company terminates individual services before the expiration of the Master Consulting Agreement. The Master Consulting Agreement contains customary representations, warranties and covenants. The foregoing description of the Master Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Master Consulting Agreement, a copy of which is filed as Exhibit 10.2 hereto and is incorporated herein by reference. Equity Commitment On October 21, 2026, the Company issued and sold 7,309,941 shares of Company Common Stock to CPIF II-7 Limited, an entity affiliated with Celadon Partners SPV 24 Limited (the “Investor”), at a price of $0.342 per share for aggregate proceeds of approximately $2.5 million pursuant to that certain Equity Commitment Letter, dated September 3, 2026 (the “Equity Commitment Letter”), by and between the Company and CPIF II-9 Limited. The shares of Company Common Stock were offered and sold to the Investor without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as a sale to one accredited investor, and in reliance on similar exemptions under applicable state laws. Pursuant to the terms of the Equity Commitment Letter, on the Closing Date, the Company also entered into a registration rights agreement with the Investor (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, as reasonably practicable following the Closing Date, but, in any event, not later than thirty days thereafter (the “Filing Date”), the Company agreed to file one or more resale registration statements on Form S-3 (or another appropriate form if Form S-3 is not available) providing for the resale by the Investor of the shares of Company Common Stock purchased pursuant to the Equity Commitment Letter (the “Registrable Shares”), and to use commercially reasonable efforts to cause any such resale registration statement to be declared effective as soon as practicable but in any event no later than the earlier of (a) the seventy-fifth calendar day following the Filing Date of such registration statement if the U.S. Securities and Exchange Commission (the “SEC”) notifies the Company that it will “review” the registration statement and (b) the fifth business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be “reviewed” or will not be subject to further review. The Company further agreed to use reasonable best efforts to keep any such registration statement effective at all times until all Registrable Shares have been resold, the Registrable Shares may be sold without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144 under the Securities Act, or no Registrable Shares remain. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Registration Rights Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

Item 1.02 Termination of a Material Definitive Agreement On the Closing Date, the Company notified all holders of Midco’s Senior Secured Convertible Notes (the “Notes”) that it requiring the exchange (the “Exchange”) of all outstanding Notes for shares of Company Common Stock pursuant to the terms of the Notes. In connection with the Equity Commitment Letter, the exchange price per share was adjusted to $0.342. Pursuant to the terms of the Notes, such exchange is required to take place on October 28, 2026. The holders of the Notes consist of CPIF II-7 Limited and NSG BioInnovation Fund, L.P., and as of the Closing Date, there were $16.0 million in aggregate principal amount of outstanding Notes. Information regarding relationships between CPIF II-7 and the Company is set forth under Item 2.01 of this Current Report on Form 8-K and is incorporated herein by reference. The Notes were guaranteed by the Company and all its direct and indirect subsidiaries (other than Midco) and were secured by a first priority lien, subject to certain permitted liens in all of the current and future assets of Midco, the Company and all direct and indirect subsidiaries of Midco, subject to certain customary exclusions. Upon consummation of the Exchange, the guarantees by the Company and its applicable subsidiaries in favor of the holders of the Notes and the security interests granted by the Company, Midco and its indirect subsidiaries in favor of the holders of the Notes shall be terminated.

Item 2.01 Completion of Acquisition or Disposition of Assets. The information provided in the Introductory Note and Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Celadon Partners, LLC (“Celadon”) controls Parent, Celadon Partners SPV 24 Limited, the Company’s largest stockholder, CPIF II-7 Limited, which purchased $14.0 million in aggregate principal amount of Midco’s Senior Secured Convertible Notes, and the Investor. Prior to the Closing Effective Time, the Company and Celadon had certain relationships other than in respect of the Merger, which are described under the heading “Certain Relationships and Related Party Transactions” in the Company’s definitive proxy statement related to the Merger, which the Company filed on September 24, 2026. The Company formed a special committee (the “Special Committee”) of independent and disinterested directors of the Board. The Special Committee reviewed and considered the terms and conditions of the Merger Agreement, including the Merger Consideration. The Special Committee unanimously determined that the Merger Agreement and the transactions contemplated thereby were advisable, fair to, and in the best interests of the Company and its stockholders, and the Board (other than a member designated by Celadon, who was absent from such vote) approved the Merger Agreement and the transactions contemplated thereby. The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1, and the terms of which are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 of this Current Report on Form 8-K under the caption “Equity Commitment” is hereby incorporated by reference into this Item 3.02.