IN8bio (INAB) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 7, 2026, with stockholders able to vote and ask questions online.

• Three main proposals are up for vote: election of two Class II directors, ratification of the independent auditor, and approval of the Amended and Restated 2026 Equity Incentive Plan.

• The record date for voting is March 18, 2026, with 9,847,089 shares outstanding and entitled to vote.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class II directors (Peter Brandt and Corinne Epperly) to serve until the 2029 annual meeting.

• Proposal 2: Ratify CohnReznick LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Proposal 3: Approve the Amended and Restated 2026 Equity Incentive Plan, increasing shares issuable by 2,920,000 and extending plan features.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of six directors, with a classified structure (three classes, three-year terms).

• Majority of directors are independent under Nasdaq standards; CEO is not independent.

• Leadership structure separates CEO and Chair roles; Jeremy Graff serves as Interim Chair.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Science and Technology.

• Corporate governance guidelines and code of conduct are in place and available online.