AEON Biopharma, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Under §240.14a-12

AEON Biopharma, Inc.

(Name of Registrant as Specified in its Charter)

______________________________________________________________

(Name of Person(s) Filing Proxy Statement if other than the Registrant)


Payment of Filing Fee (Check all boxes that apply):

☒				No fee required.

☐				Fee paid previously with preliminary materials.

☐				Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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AEON Biopharma, Inc.

5 Park Plaza, Suite 1750

Irvine, CA 92614

April 29, 2026

Dear Fellow Stockholders:

I am pleased to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of AEON Biopharma, Inc. (“AEON” or the “Company”) on June 17, 2026 at 10:00 a.m. (Pacific Time). Our Annual Meeting will be held at our offices at 5 Park Plaza, Suite 1750, Irvine, California 92614.

The attached Notice of Annual Meeting of Stockholders (the “Notice Card”) and 2026 Proxy Statement (the “Proxy Statement”) contain details of the business to be conducted at the Annual Meeting.

Whether or not you plan to attend the Annual Meeting in person, we encourage you to vote. It is important that your shares be represented and voted at the Annual Meeting. Please promptly cast your vote by telephone or electronically via the Internet or by completing and returning your signed proxy card in the enclosed postage-paid envelope or to the address indicated on your proxy card or voting instruction form. Voting electronically, by telephone or by returning your proxy card does not deprive you of the right to attend the Annual Meeting in person and vote your shares during the Annual Meeting for the business matters acted upon. Additional attendance, participation and voting information is included in the Proxy Statement and with your proxy materials.

As Chief Executive Officer of AEON, I am encouraged by the progress we are making in advancing ABP-450 and executing a focused strategy in therapeutic indications for botulinum toxin. We believe our approach positions AEON to address a large and growing market through a scientifically rigorous and capital-efficient development pathway. On behalf of the Board of Directors and management, we appreciate your continued support and confidence as we work to build long-term value for our stockholders.

/s/ Robert Bancroft

Robert Bancroft

President, Chief Executive Officer and Director

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Wednesday, June 17, 2026, 10:00 a.m. (Pacific Time)

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of AEON Biopharma, Inc. (the “Company”) will be held on Wednesday, June 17, 2026, at 10:00 a.m. (Pacific Time). The Annual Meeting will be held at our offices at 5 Park Plaza, Suite 1750, Irvine, California 92614.


Items of Business

Elect Marc Forth and Seongsoo Park as Class III directors to hold office until the Company’s 2029 annual meeting of stockholders and until their respective successors have been duly elected and qualified;

Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026; and

Transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.


Record Date

The record date for the Annual Meeting is April 21, 2026 (“Record Date”). Only holders of shares of Common Stock as of the close of business on the Record Date are entitled to notice of the Annual Meeting and to vote on all business transacted at the Annual Meeting or any continuation, postponement or adjournment thereof. A complete list of such stockholders will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for a purpose germane to the meeting by sending an email to the Company at investor.relations@aeonbiopharma.com, stating the purpose of the request and providing proof of ownership of Company stock.

A list of stockholders eligible to vote at the Annual Meeting will be available for inspection, for any purpose germane to the Annual Meeting, at AEON’s principal executive office during regular business hours for a period of no less than ten days prior to the Annual Meeting.


Voting Your Proxy

Your vote is important. Voting your shares will ensure the presence of a quorum at the Annual Meeting and will save the Company the expense of further solicitation. Stockholders are encouraged to attend, participate in and vote at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, your vote is important. Please promptly complete and return your signed proxy card in the enclosed envelope or submit your proxy by telephone or via the Internet as described on your proxy card or voting instruction form. As described in the 2026 Proxy Statement (the “Proxy Statement”), you may also vote electronically at the Annual Meeting if you attend and participate in the Annual Meeting.

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Please refer to the accompanying Proxy Statement for additional details and important information about the Annual Meeting.

By Order of the Board of Directors:

/s/ Robert Bancroft

Robert Bancroft

President, Chief Executive Officer and Director

April 29, 2026

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TABLE OF CONTENTS

		Page
PROXY STATEMENT		1

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING		3

PROPOSAL 1 - ELECTION OF DIRECTORS		7
Board Size and Structure		7
Current Directors, Classes and Terms		7
Nominees for Director		7
Director & Director Nominee Qualifications and Biographical Information		7
Board Recommendation		11

PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		12
Appointment of Independent Registered Public Accounting Firm		12
Audit, Audit-Related, Tax and All Other Fees		12
Pre-Approval Policies and Procedures		13
Board Recommendation		13

AUDIT COMMITTEE REPORT		14
EXECUTIVE OFFICERS	15
CORPORATE GOVERNANCE	17
Corporate Governance Guidelines	17
Board Leadership Structure	17
Director Independence	18
Board Committees	18
Board and Board Committee Meetings and Attendance	20
Director Nominations Process	21
Board Role in Risk Oversight	22
Committee Charters and Corporate Governance Guidelines	23
Code of Business Conduct and Ethics	23
Anti-Hedging Policy	23
Communications with the Board	24

EXECUTIVE AND DIRECTOR COMPENSATION	25
Summary Compensation Table	25
Narrative to Summary Compensation Table	26
Outstanding Equity Awards at Fiscal Year-End	28
Executive Compensation Arrangements	30
Equity Award Timing Policies and Practices	33
Director Compensation	33

EQUITY COMPENSATION PLAN INFORMATION	36

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STOCK OWNERSHIP		37
Security Ownership of Certain Beneficial Owners and Management		37
Delinquent Section 16(a) Reports		39

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		40
Policies and Procedures on Transactions with Related Persons		40
Related Person Transactions		41
Indemnification under the Certificate of Incorporation and Bylaws; Indemnification Agreements		43

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS		44

HOUSEHOLDING		45

2025 Annual Report		45

PRINCIPAL EXECUTIVE OFFICES		46

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AEON Biopharma, Inc.

5 Park Plaza, Suite 1750

Irvine, CA 92614

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

This 2026 proxy statement (the “Proxy Statement”) includes certain information about AEON Biopharma, Inc. (the “Company,” “AEON,” “we,” “us” or “our”), and is being solicited by the Company’s Board of Directors (the “Board”), in connection with our 2026 Annual Meeting of Stockholders to be held at our offices at 5 Park Plaza, Suite 1750, Irvine, California 92614 on Wednesday, June 17, 2026 at 10:00 a.m. (Pacific Time) and any continuation, postponement or adjournment thereof (the “Annual Meeting”). You should read this Proxy Statement carefully before voting at the Annual Meeting. For more complete information regarding AEON’s 2025 performance, you are encouraged to review the Company’s 2025 Annual Report to Stockholders (the “2025 Annual Report”) or our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”).

IMPORTANT INFORMATION REGARDING DELIVERY OF PROXY MATERIALS

The Securities and Exchange Commission has adopted rules regarding how companies must provide proxy materials to their stockholders. These rules are often referred to as “notice and access,” under which a company may select either of the following options for making proxy materials available to its stockholders:

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the full set delivery option; or

●

the notice only option.

A company may use a single method for all of its stockholders, or use full set delivery for some while adopting the notice only option for others.

Notice Only Option

Under the notice only option, which we have elected to use for the Annual Meeting, a company must post all proxy materials on a publicly-accessible website. Instead of delivering proxy materials to its stockholders, the company instead delivers a “Notice of Internet Availability of Proxy Material.” The notice includes, among other things:

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information regarding the date and time of the Annual Meeting as well as the items to be considered at the meeting;

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information regarding the website where the proxy materials are posted; and

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various means by which a stockholder can request paper or e-mail copies of the proxy materials.

If a stockholder requests paper copies of the proxy materials, these materials must be sent to the stockholder within three business days and by first class mail.

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Full Set Delivery Option

Under the full set delivery option, a company delivers all proxy materials to its stockholders by mail as it would have done prior to the change in the rules. In addition to delivery of proxy materials to stockholders, the company must post all proxy materials on a publicly-accessible website and provide information to stockholders about how to access the website. In connection with our Annual Meeting, we have elected NOT to use the full set delivery option. Accordingly, you will not receive the proxy materials by mail unless requested as described above.

We May Use the Full Set Delivery Option in the Future

Although we have elected to use the notice only option in connection with the Annual Meeting, we may choose to use the full set delivery option in the future. Many companies that have used the notice only option have experienced a lower participation rate resulting in fewer stockholders voting at their annual meeting. However, by reducing the amount of materials that a company needs to print and mail, the notice only option provides an opportunity for cost savings as well as conservation of paper products. We plan to evaluate the future possible cost savings as well as the possible impact on stockholder participation as we consider future use of the full set delivery option.

Delivery of Proxy Materials

On or about April 29, 2026, this Proxy Statement, an accompanying proxy card, the Notice Card and the 2025 Form 10-K will be mailed to stockholders or made available to stockholders on our Investor Relations website at https://investors.aeonbiopharma.com/overview. Our website is not part of this Proxy Statement; references to our website address in this Proxy Statement are intended to be inactive textual references only.

The only outstanding voting securities of AEON are shares of our Class A Common Stock (“Common Stock”), of which there were 26,307,211 shares outstanding as of the Record Date. The holders of 33.34% in voting power of the shares of Common Stock issued and outstanding and entitled to vote, present in person or represented by proxy, are required to hold the Annual Meeting.

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INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

When and where will the Annual Meeting be held?

The Annual Meeting will be held on Wednesday, June 17, 2026 at 10:00 a.m. (Pacific Time) at our offices at 5 Park Plaza, Suite 1750, Irvine, California 92614. Record holders of our Common Stock as of the close of business on April 21, 2026, the record date for the Annual Meeting (the “Record Date”), are entitled to vote at the Annual Meeting on all matters to be voted upon.

How do I attend the Annual Meeting and vote in person?

If you plan to attend the Annual Meeting and wish to vote in person, you will be given a ballot at the Annual Meeting. Please note, however, that if your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, and you wish to vote at the Annual Meeting, you must bring to the Annual Meeting a legal proxy from the record holder of the shares, which is the broker or other nominee, authorizing you to vote at the Annual Meeting.

What am I being asked to vote on at the Annual Meeting?

You are being asked to vote on the following two proposals described in this Proxy Statement:

Proposal 1:

Proposal 2:

Ratification of the appointment of KPMG LLP (“KPMG”) as our independent registered public accounting firm for 2026.

Could other matters be decided at the Annual Meeting?

At the date of this Proxy Statement, we do not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting or any adjournment or postponement thereof for consideration, and you are a registered stockholder and have submitted a proxy card, the persons named in your proxy card (the “Named Proxies”) will have the discretion to vote on those matters for you.

When is the Record Date, and who is entitled to vote?

All holders of record of shares of Common Stock at the close of business on April 21, 2026 are entitled to notice of and to vote at the Annual Meeting and any continuation, postponement or adjournment thereof.

At the close of business on the Record Date, there were 26,307,211 shares of our Common Stock issued and outstanding and entitled to vote. Each share of Common Stock entitles its holder to one vote.

How do I vote my shares without attending the Annual Meeting?

You may vote your shares prior to the Annual Meeting in any of the following three ways:

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Internet - Visit www.proxyvote.com or the website shown on your Notice Card, proxy card or voting instruction form, and follow the instructions on how to vote your shares and complete an electronic proxy card. You will need the 16-digit control number included on your Notice Card to vote by Internet.

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Telephone - Call 800-690-6903 or the toll-free telephone number shown on your Notice Card, proxy card or voting instruction form. You will need the 16-digit control number included on your Notice Card to vote by telephone.

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Mail - Complete, sign and date your proxy card where indicated, and return the proxy card in the postage-paid envelope provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as a guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.

If your shares are held in the name of a bank, broker or other nominee, you will receive instructions on how to vote from the bank, broker or other nominee. You must follow the instructions of such bank, broker or other nominee in order for your shares to be voted.

What is the deadline for submitting a proxy?

In order to be counted, proxies submitted by beneficial owners via the Internet and telephone voting facilities will close for stockholders of record as of the Record Date at 11:59 p.m. (Eastern Time) on June 16, 2026. Proxy cards with respect to shares held of record must be received prior to the start of the Annual Meeting.

How does the Board recommend that I vote?

The Board recommends that you vote:

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FOR each of the Class III director nominees to the Board set forth in this Proxy Statement.

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FOR the ratification of the appointment of KPMG as our independent registered public accounting firm for 2026.

How many votes are required to approve each proposal?

Proposal 1:

Our directors are elected by a plurality of the votes cast. This means that the director nominees receiving the highest number of affirmative “FOR” votes cast, by holders of shares of our Common Stock voting together as a single class, even if less than a majority, will be elected. Votes that are “withheld” will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a director nominee because directors are elected by plurality voting. Because this proposal is not considered a discretionary matter, brokers lack authority to exercise their discretion to vote uninstructed shares on this proposal. Any broker non-votes will have no effect on the outcome of this proposal. There is no cumulative voting.

Proposal 2:

The proposal to ratify the appointment of KPMG as our independent registered public accounting firm for 2026 requires the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter by holders of shares of our Common Stock voting together as a single class. A vote marked as an “abstention” is not considered a vote cast and will, therefore, not affect the outcome of this proposal. Also, because this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal, and we do not expect any broker non-votes on this matter. However, if there are any broker non-votes, they will have no effect on the outcome of this proposal.

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What if I do not specify how my shares are to be voted?

If you submit your proxy card but do not indicate any voting instructions, the Company, by way of the Named Proxies, will vote your shares FOR the election of each of the Class III director nominees named in Proposal 1 and FOR Proposal 2.

Can I change my vote after I have delivered my proxy card or voting instruction form?

Yes. Regardless of whether you voted by Internet, telephone or mail, if you are a registered stockholder, you may change your vote and revoke your proxy by taking one of the following actions:

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Delivering a written notice of revocation to our Chief Legal Officer at our principal executive offices (our address is provided under the “Principal Executive Offices” section), provided such statement is received no later than June 16, 2026.

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Voting again by Internet or telephone at a later time but before the closing of those voting facilities at 11:59 p.m. (Eastern Time) on June 16, 2026.

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Submitting a properly signed proxy card with a later date that is received by the Company no later than June 16, 2026.

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Attending the Annual Meeting and voting in person at the Annual Meeting.

Your most recent proxy card or telephone or Internet proxy is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Company’s Chief Legal Officer before your proxy is voted or you vote online at the Annual Meeting.

If your shares are held in street name, please refer to information from your bank, broker or other nominee on how to revoke or submit new voting instructions.

What is the difference between a registered stockholder and a beneficial owner or “street name” holder?

If your shares are registered in your name directly with Continental Stock Transfer & Trust Company, our stock transfer agent, you are considered a stockholder of record, or a registered stockholder, of those shares.

If your shares are held on your behalf by a broker, bank or other nominee, you are considered the beneficial owner of those shares, and your shares are said to be held in “street name.” With respect to those shares, your bank, broker or other nominee is considered the registered stockholder and should provide you with a Notice Card or voting instruction form for you to use in directing the bank, broker or other nominee on how to vote your shares. Please refer to the information from your bank, broker or other nominee on how to submit your voting instructions.

What constitutes a quorum?

A quorum must be present at the Annual Meeting for any business to be conducted. The holders of 33.34% in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, constitutes a quorum for the transaction of business at the Annual Meeting. If you sign and return your proxy card or authorize a proxy to vote electronically or telephonically, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote as indicated in the proxy materials. Broker non-votes are counted as present for purposes of determining whether a quorum is present at the Annual Meeting.

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What if a quorum is not present at the Annual Meeting?

If a quorum is not present or represented at the scheduled time of the Annual Meeting, then (i) the chairperson of the Annual Meeting or (ii) a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present in person or by remote communication, if applicable, or represented by proxy, may adjourn the Annual Meeting until a quorum is present or represented.

What are abstentions and broker non-votes?

Abstentions. If you specify on your proxy card that you “abstain” from voting on an item, your shares will be counted as present and entitled to vote for the purpose of establishing a quorum. Abstentions or votes “withheld” will not be included in the tabulation of voting results for Proposals 1 and 2.

Broker Non-Votes. Generally, a broker non-vote occurs when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because (i) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (ii) the broker lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner, without voting instructions from such beneficial owner, on routine matters, such as the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal 2). On the other hand, the proposal regarding the election of directors (Proposal 1) is a non-routine matter and, absent voting instructions from the beneficial owner of such shares, your broker does not have discretion and is not entitled to vote shares held for a beneficial owner on such matters. Broker non-votes will have no effect on any of Proposals 1 and 2.

What does it mean if I receive more than one Notice Card or more than one set of proxy materials?

It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each Notice Card or set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope.

Who will count the votes?

Representatives of Broadridge Investor Communications Services will tabulate the votes, and a representative of the Company will act as inspector of election.

Who will pay for the cost of this proxy solicitation?

The Company will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. We may also engage the services of a proxy solicitor to assist in the solicitation of proxies and provide related advice and informational support for a services fee and the reimbursement of customary disbursements that are not expected to exceed $15,000 in the aggregate.

Where can I find the voting results of the Annual Meeting?

We intend to announce the preliminary voting results at the Annual Meeting, and we expect to publish the final voting results in a Current Report on Form 8-K filed with the SEC within the four business day deadline of the Annual Meeting.

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PROPOSAL 1 - ELECTION OF DIRECTORS

Board Size and Structure

Our Certificate of Incorporation provides that the number of directors shall be established from time to time by our Board. Our Board has fixed the number of directors at seven, and as of the date of this Proxy Statement, there are seven members of our Board.

Our Certificate of Incorporation provides that the Board be divided into three classes, designated as Class I, Class II and Class III. Each class of directors must stand for reelection no later than the third annual meeting of stockholders subsequent to their initial appointment or election to the Board, provided that the term of each director will continue until the election and qualification of his or her successor or his or her earlier death, resignation, disqualification or removal. Generally, subject to the Amended and Restated Stockholders Agreement described herein, vacancies or newly created directorships will be filled, upon the recommendation of the Nominating & Corporate Governance Committee, only by (i) the vote of a majority of the directors then in office, although less than a quorum, or (ii) a sole remaining director. A director appointed by the Board to fill a vacancy will hold office until the next election of the class for which such director was chosen, subject to the election and qualification of his or her successor and his or her earlier death, resignation, retirement, disqualification or removal.

Current Directors, Classes and Terms

Our current directors and their respective classes and terms are set forth below. The current term of the Class III directors ends at the Annual Meeting, and Class I directors and Class II directors at the 2027 and 2028 annual meeting of stockholders, respectively.

CLASS I

CLASS II

CLASS III

Robert Palmisano

Jost Fischer

Marc Forth

Shelley Thunen

Dr. Eric Carter

Seongsoo Park

Robert Bancroft

Nominees for Director

Messrs. Forth and Park have been, upon the recommendation of the Nominating & Corporate Governance Committee, nominated by the Board to stand for election. As the directors assigned to Class III, the current terms of service of Messrs. Forth and Park will expire at the Annual Meeting. If elected by the stockholders at the Annual Meeting, Messrs. Forth and Park will each serve for a term expiring at our annual meeting of stockholders to be held in 2029 (the “2029 Annual Meeting”) and the election and qualification of his successor or until his earlier death, resignation or removal.

Each person nominated for election has consented to be named and to serve as a director if elected at the Annual Meeting, and management has no reason to believe that any nominee will be unable to serve. If, however, prior to the Annual Meeting, the Board should learn that any nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected by the Board. Alternatively, the proxies, at the Board’s discretion, may be voted for that fewer number of nominees as results from the inability of any nominee to serve. The Board has no reason to believe that any of the nominees will be unable to serve.

Director & Director Nominee Qualifications and Biographical Information

The following pages contain professional and other biographical information (as of April 29, 2026) for each director nominee and each director whose term as a director will continue after the Annual Meeting,

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including all positions they hold, their principal occupation and business experience for the past five years, and the names of other publicly traded companies of which the director or nominee currently serves as a director or has served as a director during the past five years.

We believe that all of our directors and nominees possess the characteristics noted in our Corporate Governance Guidelines. In accordance with those guidelines, the Board and the Nominating & Corporate Governance Committee consider personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of our Board and its committees, as applicable; skills and personality that complement those of our other directors that helps build a board that is effective, collegial and responsive to the needs of our Company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our stockholders. The information presented below regarding each nominee and continuing director also sets forth specific experience, qualifications, attributes and skills that led our Board to the conclusion that such individual should serve as a director in light of our business and structure.

Nominees for Election to Three-Year Terms Expiring No Later than the 2029 Annual Meeting

Class III Directors

Age

Director Since

Current Position at AEON

Marc Forth

2023

Director

Seongsoo Park

2024

Director

Marc Forth is a member of the Board. Mr. Forth served as the Chief Executive Officer of Jeune, Inc., a wholly-owned subsidiary of Krystal Biotech from April 2025 to January 2026. From December 2019 to April 2025, Mr. Forth served as the President and Chief Executive Officer of AEON from December 2019 until April 2025, and was Chief Executive Officer of ABP Sub Inc., Old AEON’s wholly owned subsidiary prior to the merger of ABP Sub, Inc. with and into Old AEON (the “Subsidiary Merger”), also starting in May 2019. Prior to that time, Mr. Forth was the Senior Vice President of Allergan PLC and Division Head for the U.S. Neurosciences, Urology and Medical Dermatology Division. Mr. Forth was responsible for all aspects of the commercialization of both current and future products within Neurosciences, Urology and Medical Dermatology, most notably Botox for all therapeutic uses from February 2014 to May 2019. Mr. Forth has held various leadership roles within Allergan since June 2003, including Vice President, Sales and Marketing Urology from February 2011 to February 2014 and Vice President, Specialty Therapeutics from July 2008 to February 2011. From June 2003 to July 2008, Mr. Forth also worked in various roles of increasing responsibility most notably focused on U.S. Aesthetics (Botox Cosmetic) and Global Strategic Marketing (Botox Therapeutic). Prior to Allergan, Mr. Forth held various Sales and Marketing roles of increasing responsibility at TAP Pharmaceutical Inc., a specialty company focused on Urology, Oncology, Gynecology and Gastroenterology. Mr. Forth received a B.S. in Business Administration from California State University, Fresno and a Graduate Marketing Certification from Southern Methodist University. We believe that Mr. Forth is qualified to serve on our Board based on his extensive business and leadership experience.

Seongsoo Park has served on our Board since April 2024 as the designee of Daewoong. Mr. Park has served as the Chief Executive Officer of Daewoong since April 2024. From April 2015 to March 2024, Mr. Park served as the Executive Vice President and Division Head of Daewoong. As an Executive Vice President, Mr. Park was responsible for research, product development, manufacturing, product commercialization, marketing, securing regulatory approvals, and managing international partnerships. Prior to his positions at Daewoong, Mr. Park was Head of Daewoong America Inc. from August 2011 to March 2015. Mr. Park has been a director at Daewoong since March 2023 and was a director at Daewoong Co., Ltd., an affiliate of Daewoong, from March 2021 to March 2023. In addition, Mr. Park is currently a director at iN Therapeutics Co., Ltd., Affyxell Therapeutics, and DNHoldings Co, Ltd., all private companies, as well as the Korea Drug Research Association, a non-profit organization. Mr. Park holds a bachelor’s

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degree in Manufacturing Pharmacy and a master’s degree in Medicinal Chemistry, both of which he earned from Seoul National University. Mr. Park is also a licensed pharmacist (RPh) in Korea. The Company believes that Mr. Park is qualified to serve on the Board based on his extensive industry and leadership experience, as well as his experience as a director of public and private companies.

Class I Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders

Class I Directors

Age

Director Since

Current Position at AEON

Robert Palmisano

2023

Director

Shelley Thunen

2023

Director

Robert Bancroft

2025

President, Chief Executive Officer and Director

Robert Palmisano has served on our Board since July 21, 2023, the date on which we closed (the “Closing”) the business combination (the “Business Combination”) with Priveterra Acquisition Corp. (“Priveterra”). Mr. Palmisano was Priveterra’s Chairman and Chief Executive Officer from December 2020 until the Closing of the Business Combination. Mr. Palmisano has over 40 years of experience in various sectors within the healthcare industry and has been in leadership roles at several prominent global medical technology companies. Mr. Palmisano’s first role as President and Chief Executive Officer in the medical technology sector began in 1997, at Summit Technology Inc., a manufacturer of ophthalmic laser systems, which he held until 2000 when the company was acquired by Alcon Laboratories Inc. From 2001 to 2003, Mr. Palmisano served as President and Chief Executive Officer of MacroChem Corporation, a specialty pharmaceutical company that develops and commercializes topical pharmaceutical products. In 2003, Mr. Palmisano became the President and Chief Executive Officer of IntraLase Corp. (“IntraLase”), an ophthalmic laser technology company with a post-money valuation of $74 million at the time. Mr. Palmisano guided IntraLase through its initial public offering in 2004, with a post-money valuation of approximately $340 million, until its 2007 acquisition by Advanced Medical Optics, Inc. (“Advanced Medical Optics”) in a transaction valued at approximately $800 million in equity value. Following the sale of IntraLase, Mr. Palmisano became Chief Executive Officer of ev3 Inc. (“ev3”) in 2008, a global endovascular device company, which had a market capitalization of approximately $790 million, and held the role until 2010 when the company was acquired by Covidien plc in a transaction valued at approximately $2.6 billion in equity value. Following the sale of ev3, Mr. Palmisano became the President and Chief Executive Officer of Wright Medical Group N.V. in 2011, which had a market capitalization of approximately $850 million, and held the role until 2020 when the company was acquired by Stryker Corporation (NYSE:SYK) in a transaction valued at $4.7 billion in equity value. Mr. Palmisano previously served on the board of directors of Avedro, Inc., ev3 Inc., Osteotech, Inc., (NYSE: MDT), Advanced Medical Optics, Entellus Medical, Inc. and Bausch & Lomb. We believe Mr. Palmisano is qualified to serve on our Board due to his executive experience with several prominent global medical technology companies.

Shelley Thunen has served on our Board since the Closing of the Business Combination. Ms. Thunen served as the Chief Financial Officer of RxSight, Inc. (NASDAQ: RXST) from February 2017 to January 2026, after serving as its Chief Administrative Officer from January 2016 to February 2017. From January 2013 to October 2015, Ms. Thunen served as the Chief Financial Officer of Endologix, Inc. (NASDAQ:ELGX). From August 2010 to December 2012, Ms. Thunen served as Associate General Manager of Alcon LenSx, Inc. Prior to Alcon’s (NYSE:ALC) acquisition of LenSx, Inc. in August 2010, she served as a board member and chair of the audit committee from April 2008 to August 2010, as well as Chief Financial Officer and Vice President, Operations from November 2009 to August 2010. Ms. Thunen joined IntraLase Corp. (NASDAQ:ILSE) in May 2001 and was its Chief Financial Officer and later Executive Vice President & Chief Financial Officer until its acquisition by Advanced Medical Optics, Inc. (NYSE:EYE) in April 2007. Ms. Thunen served on the board of directors of eyeonics, Inc. from June 2007 to February 2008, and as a board member and chair of the audit committee of Restoration Robotics, Inc. (NASDAQ:HAIR) from July 2015 to November 2019, prior to its acquisition by Venus Concept Inc. (NASDAQ:VERO). She also has served as a board member, audit committee chair and nominating &

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governance committee member of Surface Ophthalmics, Inc., a private company, since August 2020 and as a board member, audit committee chair and compensation committee member of LENZ Therapeutics (NASDAQ: LENZ) since October 2023. Ms. Thunen received a B.A. in economics and an M.B.A. from the University of California, Irvine. We believe Ms. Thunen is qualified to serve on our Board due to her extensive industry knowledge and leadership experience.

Robert Bancroft has served as our President, Chief Executive Officer and on our Board since April 2025. Prior to joining our Company, he served as General Manager of the Therapeutics business at Revance Therapeutics, Inc., a biopharmaceutical company specializing in innovative neuromodulator development and commercialization for both aesthetic and therapeutic markets, from August 2021 until its acquisition by Crown Laboratories in February 2025. Prior to this, Mr. Bancroft was Senior Vice President of Strategic Development and President, Biotherapeutics at Smith & Nephew, a global medical device company, from January 2013 to October 2015. He also served as Chief Executive Officer of QMENTA, a neuroimaging SaaS startup, where he guided the company through the COVID-19 pandemic and led a successful post-seed funding round. Mr. Bancroft earned his B.S. in Biology from Indiana University and his M.B.A. from the University of Southern California. We believe Mr. Bancroft is qualified to serve on our Board due to his extensive leadership experience in the life sciences industry.

Class II Directors Whose Terms Expire at the 2028 Annual Meeting of Stockholders

Class II Directors

Age

Director Since

Current Position at AEON

Jost Fischer

2017

Chairman and Director

Eric Carter, Ph.D., M.D.

2023

Director

Jost Fischer has served as a member of our Board since February 2017. Mr. Fischer is the co-owner of Dental Innovations BVBA. Mr. Fischer served as a member and the chairman of the board of directors and as Chief Executive Officer of Sirona from June 2006 to February 2013, as Chief Executive Officer from April 2002 to February 2013, and as President from April 2002 to September 2010. Prior to joining Sirona, Mr. Fischer served as President and Chief Executive Officer of The Hoermann Group, an international conglomerate in the telecommunication and automotive industry, and held senior management positions with PWA Group, a European paper group, including President and Chief Executive Officer of PWA’s printing division and President and Chief Executive Officer of PWA Dekor GmbH. In addition, Mr. Fischer serves on the board of directors of a number of private companies. Mr. Fischer received a Master’s Degree in Economics from the University of Saarbruecken, Germany. We believe that Mr. Fischer is qualified to serve on our Board based on his extensive business and leadership experience, as well as his experience as a director of public and private companies.

Eric Carter, Ph.D., M.D. has served as a member of our Board since the Closing of the Business Combination. Dr. Carter served as Chief Medical Officer for IACTA Pharmaceuticals from April 2021 to September 2025. Dr. Carter has served as a member of the board of directors of Visgenx since January 2022, where he also serves as the chair of the scientific advisory committee. From March 2016 to February 2022, Dr. Carter served as a member of the board of directors of Bioniz Therapeutics and chaired the scientific advisory committee. From September 2017 to May 2021, Dr. Carter served as a member of the board of directors of Adverum Biotechnologies, Inc. Dr. Carter served as Interim Chief Medical Officer of Alder BioPharmaceuticals, Inc. from April 2018 to January 2019. Dr. Carter served as senior vice president, chief medical officer, and global head of clinical and non-clinical development of Allergan, Inc. from 2011 through a period of significant growth until its acquisition by Actavis, plc in 2015. Prior to Allergan, Dr. Carter served as chief scientific officer, head of research and development, and chief medical officer of King Pharmaceuticals from 2007 until the company was acquired by Pfizer, Inc. in 2011. From 2001 to 2007, he worked for GlaxoSmithKline plc in positions of increasing responsibility within the global clinical development and medical affairs areas. After serving in academia at the University of North Carolina School of Medicine, the UCLA Fielding School of Public Health, and the University of California, Berkeley, Dr. Carter began his pharmaceutical career at Pharmacia Corporation, a pharmaceutical company, in 1993.

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He received a B.Sc. in Biochemistry from the University of London, a Ph.D. in Biochemistry from the University of Cambridge, and an M.D. from the University of Miami School of Medicine. We believe that Dr. Carter is qualified to serve on our Board based on his extensive industry and leadership experience.

BOARD RECOMMENDATION

The Board unanimously recommends a vote FOR the election of each of Messrs. Forth and Park as a Class III director to the Board to hold office until the 2029 Annual Meeting and until his respective successor has been duly elected and qualified.

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PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Appointment of Independent Registered Public Accounting Firm

The Audit Committee appoints our independent registered public accounting firm. In this regard, the Audit Committee evaluates the qualifications, performance and independence of our independent registered public accounting firm and determines whether to re-engage our current firm. As part of its evaluation, the Audit Committee considers, among other factors, the quality and efficiency of the services provided by the firm, including the performance, technical expertise, industry knowledge and experience of the lead audit partner and the audit team assigned to our account; the overall strength and reputation of the firm; the firm’s global capabilities relative to our business; and the firm’s knowledge of our operations. KPMG has served as our independent registered public accounting firm since 2023. Upon consideration of these and other factors, the Audit Committee has appointed KPMG to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

Our Board has directed that this appointment be submitted to our stockholders for ratification. Although ratification of our appointment of KPMG is not required by our Bylaws or otherwise, we value the views of our stockholders and believe that stockholder ratification of our appointment is a good corporate governance practice. In the event that the appointment of KPMG is not ratified by the stockholders, the Board and Audit Committee may reconsider its selection. Even if the appointment of KPMG is ratified, the Audit Committee retains the discretion to appoint a different independent registered public accounting firm at any time if it determines that such a change is in the best interests of the Company and its stockholders.

Representatives of KPMG are expected to attend the Annual Meeting and to have an opportunity to make a statement and be available to respond to appropriate questions from stockholders.

Audit, Audit-Related, Tax and All Other Fees

The following table sets forth the fees of KPMG, our independent registered public accounting firm, billed to the Company in each of the last two fiscal years.


Fee Category		2025		2024
Audit Fees	$	1,124,500	$	1,209,000
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total	$	1,124,500	$	1,209,000

Audit Fees

Audit fees consisted of fees for professional services provided in connection with the audit of AEON’s annual consolidated financial statements, the performance of interim reviews of AEON’s quarterly unaudited financial information, consents, comfort letters and review of documents filed with the Securities and Exchange Commission.

Audit-Related Fees

Audit-related fees consisted of fees related to audits of certain employee benefit plan financial statements, accounting consultations in connection with proposed or pending transactions, or other agreed upon procedures that are not classified as audit fees.

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Tax Fees

Tax fees consisted primarily of the fees related to sales and use tax including nexus studies, registrations and compliance.

All Other Fees

All other fees consisted of subscription license fees.

Pre-Approval Policies and Procedures

The formal written charter for our Audit Committee requires that the Audit Committee pre-approve all audit services to be provided to us, whether provided by our principal auditor or other firms, and all other services (review, attest and non-audit) to be provided to us by our independent registered public accounting firm, other than de minimis non-audit services approved in accordance with applicable SEC rules.

The Audit Committee has adopted a policy (the “Pre-Approval Policy”) that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by our independent registered public accounting firm may be pre-approved. The Pre-Approval Policy generally provides that the Audit Committee will not engage an independent registered public accounting firm to render any audit, audit-related, tax or permissible non-audit service unless the service is either (i) explicitly approved by the Audit Committee (“specific pre-approval”) or (ii) entered into pursuant to the pre-approval policies and procedures described in the Pre-Approval Policy (“general pre-approval”). Unless a type of service to be provided by our independent registered public accounting firm has received general pre-approval under the Pre-Approval Policy, it requires specific pre-approval by the Audit Committee or by a designated member of the Audit Committee to whom the committee has delegated the authority to grant pre-approvals. Any member of the Audit Committee to whom the committee delegates authority to make pre-approval decisions must report any such pre-approval decisions to the Audit Committee at its next scheduled meeting. If circumstances arise where it becomes necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval categories or above the pre-approved amounts, the Audit Committee requires pre-approval for such additional services or such additional amounts. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval. For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence.

On an annual basis, the Audit Committee reviews and generally pre-approves the services (and related fee levels or budgeted amounts) that may be provided by our independent registered accounting firm without first obtaining specific pre-approval from the Audit Committee. The Audit Committee may revise the list of general pre-approved services from time to time, based on subsequent determinations.

BOARD RECOMMENDATION

The Board unanimously recommends a vote FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

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AUDIT COMMITTEE REPORT

The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statement under the “Corporate Governance- Audit Committee” section of this Proxy Statement. Under the Audit Committee charter, management is responsible for the preparation, presentation and integrity of the Company’s financial statements, the appropriateness of accounting principles and financial reporting policies and for establishing and maintaining our internal control over financial reporting. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States.

In the performance of its oversight function, the Audit Committee reviewed and discussed with management and KPMG LLP, as the Company’s independent registered public accounting firm, the Company’s audited financial statements for the fiscal year ended December 31, 2025. The Audit Committee also discussed with the Company’s independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the Securities and Exchange Commission (the “SEC”). In addition, the Audit Committee (i) received and reviewed the written disclosures and the letters from the Company’s independent registered public accounting firm required by applicable requirements of the PCAOB regarding such independent registered public accounting firm’s communications with the Audit Committee concerning independence and (ii) discussed with the Company’s independent registered public accounting firm their independence from the Company.

Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC.

SEC Form DEF 14A filed by AEON Biopharma Inc.