SNTI · Senti Biosciences Holdings, Inc.

Represents the number of shares of common stock that have been withheld by the Issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of certain time-based restricted stock unit awards and does not represent an open market sale.

Represents the number of shares of common stock that have been withheld by the Issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of certain time-based restricted stock unit awards and does not represent an open market sale.

Represents the number of shares of common stock that have been withheld by the Issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of certain time-based restricted stock unit awards and does not represent an open market sale.

Represents the number of shares of common stock that have been withheld by the Issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of certain time-based restricted stock unit awards and does not represent an open market sale.

The shares underlying this option vest in 36 substantially equal monthly installments over three years from July 18, 2025, subject to the reporting person's continued service through the applicable vesting date.

100% of the shares underlying this option vest upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the 2026 Annual Meeting, subject to the reporting person's continued service through the applicable vesting date.

100% of the shares underlying this option vest upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the 2026 Annual Meeting, subject to the reporting person's continued service through the applicable vesting date.

100% of the shares underlying this option vest upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the 2026 Annual Meeting, subject to the reporting person's continued service through the applicable vesting date.

100% of the shares underlying this option vest upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the 2026 Annual Meeting, subject to the reporting person's continued service through the applicable vesting date.

100% of the shares underlying this option vest upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the 2026 Annual Meeting, subject to the reporting person's continued service through the applicable vesting date.

100% of the shares underlying this option vest upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the 2026 Annual Meeting, subject to the reporting person's continued service through the applicable vesting date.

The shares of Series A Convertible Preferred Stock have no expiration date.

The reporting person and her spouse are trustees of the Iyer Family Revocable Trust dated Aug 26 2012. Each of the reporting person and her spouse have voting and dispositive power over the Series A Preferred Stock, Common Stock and Warrants. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") was convertible into 1,000 shares of Common Stock either (i) automatically, at the Issuer's option or (ii) upon the election of the holder. On March 10, 2025, the Issuer exercised its right to automatically convert each share of Series A Preferred Stock, resulting in the acquisition of 9,777,000 shares of Common Stock. The Series A Preferred Stock had no expiration date.

The reporting person and her spouse are trustees of the Iyer Family Revocable Trust dated Aug 26 2012. Each of the reporting person and her spouse have voting and dispositive power over the Series A Preferred Stock, Common Stock and Warrants. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") was convertible into 1,000 shares of Common Stock either (i) automatically, at the Issuer's option or (ii) upon the election of the holder. On March 10, 2025, the Issuer exercised its right to automatically convert each share of Series A Preferred Stock, resulting in the acquisition of 3,333,000 shares of Common Stock. The Series A Preferred Stock had no expiration date.

The securities are directly held by New Enterprise Associates 15, L.P. ("NEA 15") and are indirectly held by NEA Partners 15, L.P. ("NEA Partners 15"), the sole general partner of NEA 15, NEA 15 GP, LLC ("NEA 15 GP"), the sole general partner of NEA Partners 15, and the individual managers of NEA 15 GP (NEA Partners 15, NEA 15 GP and the individual managers of NEA 15 GP (collectively, the "Managers") together, the "Indirect Reporting Persons"). The Mangers are Forest Baskett, Anthony Florence, Jr., Mohamad Makhzoumi, and Scott Sandell. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 15 in which the Indirect Reporting Persons have no pecuniary interest.

Each share of Series A Convertible Preferred Stock ("Series A") automatically converted into 1,000 shares of the Issuer's common stock on the first trading day following the announcement of the Issuer's stockholders approval of the issuance of the Issuer's common stock upon conversion of the shares of Series A, which such announcement occurred on March 7, 2025.

The reported securities include shares of Series A and warrants purchased by the reporting person for $2,250 per unit. Each unit consists of one share of Series A, convertible into 1,000 shares of the Issuer's common stock, and accompanying warrant coverage to purchase 1,500 shares of the Issuer's common stock for each share of Series A purchased.

The securities reported are held directly by Bayer HealthCare LLC, a Delaware limited liability company, which is indirectly controlled by Bayer US Holding LP ("BUSH LP"), a Delaware limited partnership. Bayer World Investments B.V. ("BWI"), a Dutch private limited company, is the general partner of BUSH LP. BWI is an indirect, wholly owned subsidiary of Bayer Aktiengesellschaft, a publicly-held German stock corporation. Accordingly, Bayer Aktiengesellschaft may be deemed to be an indirect beneficial owner of the shares beneficially owned directly by Bayer HealthCare LLC.

Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") was convertible into 1,000 shares of Common Stock either (i) automatically, at the Issuer's option or (ii) upon the election of the holder. On March 10, 2025, the Issuer exercised its right to automatically convert each share of Series A Preferred Stock, resulting in the acquisition of 9,777,000 shares of Common Stock. The Series A Preferred Stock had no expiration date.

Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") was convertible into 1,000 shares of Common Stock either (i) automatically, at the Issuer's option or (ii) upon the election of the holder. On March 10, 2025, the Issuer exercised its right to automatically convert each share of Series A Preferred Stock, resulting in the acquisition of 3,333,000 shares of Common Stock. The Series A Preferred Stock had no expiration date.

The securities are directly held by New Enterprise Associates 15, L.P. ("NEA 15") and are indirectly held by NEA Partners 15, L.P. ("NEA Partners 15"), the sole general partner of NEA 15, NEA 15 GP, LLC ("NEA 15 GP"), the sole general partner of NEA Partners 15, and the individual managers of NEA 15 GP (NEA Partners 15, NEA 15 GP and the individual managers of NEA 15 GP (collectively, the "Managers") together, the "Indirect Reporting Persons"). The Mangers are Forest Baskett, Anthony Florence, Jr., Mohamad Makhzoumi, and Scott Sandell. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 15 in which the Indirect Reporting Persons have no pecuniary interest.

Each share of Series A Convertible Preferred Stock ("Series A") automatically converted into 1,000 shares of the Issuer's common stock on the first trading day following the announcement of the Issuer's stockholders approval of the issuance of the Issuer's common stock upon conversion of the shares of Series A, which such announcement occurred on March 7, 2025.

The securities reported are held directly by Bayer HealthCare LLC, a Delaware limited liability company, which is indirectly controlled by Bayer US Holding LP ("BUSH LP"), a Delaware limited partnership. Bayer World Investments B.V. ("BWI"), a Dutch private limited company, is the general partner of BUSH LP. BWI is an indirect, wholly owned subsidiary of Bayer Aktiengesellschaft, a publicly-held German stock corporation. Accordingly, Bayer Aktiengesellschaft may be deemed to be an indirect beneficial owner of the shares beneficially owned directly by Bayer HealthCare LLC.

100% of the shares underlying this option vest on the first anniversary of the date of grant, subject to the reporting person's continued service through the applicable vesting date.

100% of the shares underlying this option vest on the first anniversary of the date of grant, subject to the reporting person's continued service through the applicable vesting date.

The shares underlying this option vest in 36 substantially equal monthly installments over three years from March 7, 2025, subject to the reporting person's continued service through the applicable vesting date.

25% of the shares underlying this option vest on March 3, 2026 and the remainder vest in 36 substantially equal monthly installments thereafter, subject to the reporting person's continued service through the applicable vesting date.

The shares reported in this transaction represent restricted stock units ("RSUs") issued under the Senti Biosciences, Inc. 2022 Equity Incentive Plan, as amended and restated (the "Amended and Restated Plan"). Each RSU represents the contingent right to receive one share of the Issuer's Common Stock. All of the shares underlying the award vest in three substantially equal annual installments over three years from March 7, 2025, subject to the reporting person's continued service through the applicable vesting date.

The shares reported in this transaction represent restricted stock units ("RSUs") issued under the Senti Biosciences, Inc. 2022 Equity Incentive Plan, as amended and restated (the "Amended and Restated Plan"). Each RSU represents the contingent right to receive one share of the Issuer's Common Stock. All of the shares underlying the award vest in three substantially equal annual installments over three years from March 7, 2025, subject to the reporting person's continued service through the applicable vesting date.

100% of the shares underlying this option vest on the first anniversary of the date of grant, subject to the reporting person's continued service through the applicable vesting date.

100% of the shares underlying this option vest on the first anniversary of the date of grant, subject to the reporting person's continued service through the applicable vesting date.

100% of the shares underlying this option vest on the first anniversary of the date of grant, subject to the reporting person's continued service through the applicable vesting date.

The option grant was approved by the Issuer's board of directors on December 20, 2024, subject to shareholder approval of the Amended and Restated Plan, under which the option was granted. The Issuer's shareholders approved the Amended and Restated Plan on March 6, 2025.

Three-forty-eighth of the shares underlying this option vest on March 31, 2025 ("Vesting Commencement Date") and thereafter one-forty-eighth of the shares underlying this option vest in equal monthly installments from the Vesting Commencement Date, such that the option will be fully vested on the date forty-five months after the Vesting Commencement Date, subject to the reporting person's continued service through the applicable vesting date.

The option grant was approved by the Issuer's board of directors on December 20, 2024, subject to shareholder approval of the Amended and Restated Plan, under which the option was granted. The Issuer's shareholders approved the Amended and Restated Plan on March 6, 2025.

Three-forty-eighth of the shares underlying this option vest on March 31, 2025 ("Vesting Commencement Date") and thereafter one-forty-eighth of the shares underlying this option vest in equal monthly installments from the Vesting Commencement Date, such that the option will be fully vested on the date forty-five months after the Vesting Commencement Date, subject to the reporting person's continued service through the applicable vesting date.

The Issuer has adopted a "sell-to-cover" policy to satisfy the tax withholding obligations of the Reporting Person. The sales reported on this Form 4 represent the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. Such sales were automatic and not at the discretion of the Reporting Person.

The Issuer has adopted a "sell-to-cover" policy to satisfy the tax withholding obligations of the Reporting Person. The sales reported on this Form 4 represent the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. Such sales were automatic and not at the discretion of the Reporting Person.

The Issuer has adopted a "sell-to-cover" policy to satisfy the tax withholding obligations of the Reporting Person. The sales reported on this Form 4 represent the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. Such sales were automatic and not at the discretion of the Reporting Person.

The Issuer has adopted a "sell-to-cover" policy to satisfy the tax withholding obligations of the Reporting Person. The sales reported on this Form 4 represent the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. Such sales were automatic and not at the discretion of the Reporting Person.

Each share of Series A Convertible Preferred Stock ("Series A") will convert into 1,000 shares of the Issuer's common stock upon the date that the Issuer's stockholders first approve the issuance of the Issuer's common stock upon conversion of the shares of Series A.

The reported securities include shares of Series A and warrants purchased by the reporting person for $2,250 per unit. Each unit consists of one share of Series A, convertible into 1,000 shares of the Issuer's common stock, and accompanying warrant coverage to purchase 1,500 shares of the Issuer's common stock for each share of Series A purchased.

The securities reported are held directly by Bayer HealthCare LLC, a Delaware limited liability company, which is indirectly controlled by Bayer US Holding LP ("BUSH LP"), a Delaware limited partnership. Bayer World Investments B.V. ("BWI"), a Dutch private limited company, is the general partner of BUSH LP. BWI is an indirect, wholly owned subsidiary of Bayer Aktiengesellschaft, a publicly-held German stock corporation. Accordingly, Bayer Aktiengesellschaft may be deemed to be an indirect beneficial owner of the shares beneficially owned directly by Bayer HealthCare LLC.

The warrant is exercisable for Common Stock at an exercise price per share equal to $2.30 (subject to adjustment as set forth in the warrant attached as Exhibit 4.1 to the Form 8-K) (the "Warrant"). The Warrant is exercisable at any time and from time to time on or after the Stockholder Approval (as defined in the Warrant) and on or prior to the five year anniversary of the original issuance date. The Warrant cannot be exercised by the Reporting Persons if, after giving effect thereto, the Reporting Person, together with his/her affiliates, would beneficially own, as determined in accordance with Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended, more than 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such exercise, subject to certain exceptions.

The reporting person and her spouse are trustees of the Iyer Family Revocable Trust dated Aug 26 2012. Each of the reporting person and her spouse have voting and dispositive power over the Series A Preferred Stock, Common Stock and Warrants. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

The reported securities include shares of Series A and warrants purchased by the reporting person for $2,250 per unit. Each unit consists of one share of Series A, convertible into 1,000 shares of the Issuer's common stock, and accompanying warrant coverage to purchase 1,500 shares of the Issuer's common stock for each share of Series A purchased.

The warrant becomes exercisable once the Issuer's stockholders first approve the issuance of the Issuer's common stock underlying the warrants in excess of the limitations imposed by Rule 5635 of the Nasdaq Stock Market listing rules.

The securities reported are held directly by Bayer HealthCare LLC, a Delaware limited liability company, which is indirectly controlled by Bayer US Holding LP ("BUSH LP"), a Delaware limited partnership. Bayer World Investments B.V. ("BWI"), a Dutch private limited company, is the general partner of BUSH LP. BWI is an indirect, wholly owned subsidiary of Bayer Aktiengesellschaft, a publicly-held German stock corporation. Accordingly, Bayer Aktiengesellschaft may be deemed to be an indirect beneficial owner of the shares beneficially owned directly by Bayer HealthCare LLC.

The shares underlying this option vest in 36 substantially equal monthly installments over three years from December 9, 2024, subject to the reporting person's continued service through the applicable vesting date.

The shares underlying this option vest in 36 substantially equal monthly installments over three years from December 9, 2024, subject to the reporting person's continued service through the applicable vesting date.

The Conversion Price of the Series A Preferred Stock is subject to adjustment as set forth in that certain of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting Preferred Stock attached as Exhibit 3.1 (the "Certificate of Designation") to the Issuer's Form 8-K filed with the Securities and Exchange Commission on December 2, 2024 (the "Form 8-K"). Capitalized terms that are used but not defined in this Form 4 have the meanings given to them in the Certificate of Designation.

The shares of Series A Preferred Stock are not convertible until the stockholders of the Issuer approve the Proposals as set forth in Section 8 of the Certificate of Designation. Additionally, on the Automatic Conversion Date, as set forth in the Certificate of Designation, each share of Series A Preferred Stock shall automatically convert into 1,000 shares of Common Stock.

The shares of Series A Convertible Preferred Stock have no expiration date.

The reporting person and her spouse are trustees of the Iyer Family Revocable Trust dated Aug 26 2012. Each of the reporting person and her spouse have voting and dispositive power over the Series A Preferred Stock, Common Stock and Warrants. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

100% of the shares underlying this option vest upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the 2025 Annual Meeting, subject to the reporting person's continued service through the applicable vesting date.

100% of the shares underlying this option vest upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the 2025 Annual Meeting, subject to the reporting person's continued service through the applicable vesting date.

100% of the shares underlying this option vest upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the 2025 Annual Meeting, subject to the reporting person's continued service through the applicable vesting date.

100% of the shares underlying this option vest upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the 2025 Annual Meeting, subject to the reporting person's continued service through the applicable vesting date.

The shares underlying this option vest in 48 substantially equal monthly installments over four years from February 1, 2024, subject to the reporting person's continued service through the applicable vesting date.

The shares reported in this transaction represent restricted stock units ("RSUs") issued under the Senti Biosciences, Inc. 2022 Equity Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's Common Stock. All of the shares underlying the award vest in three substantially equal annual installments over three years from February 1, 2024, subject to the reporting person's continued service through the applicable vesting date.

The shares reported in this transaction represent restricted stock units ("RSUs") issued under the Senti Biosciences, Inc. 2022 Equity Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's Common Stock. All of the shares underlying the award vest in three substantially equal annual installments over three years from February 1, 2024, subject to the reporting person's continued service through the applicable vesting date.

The shares underlying this option vest in 48 substantially equal monthly installments over four years from February 1, 2024, subject to the reporting person's continued service through the applicable vesting date.

The shares reported in this transaction represent restricted stock units ("RSUs") issued under the Senti Biosciences, Inc. 2022 Equity Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's Common Stock. All of the shares underlying the award vest in three substantially equal annual installments over three years from February 1, 2024, subject to the reporting person's continued service through the applicable vesting date.

The shares underlying this option vest in 48 substantially equal monthly installments over four years from February 1, 2024, subject to the reporting person's continued service through the applicable vesting date.