SEC Form DEF 14A filed by Rani Therapeutics Holdings Inc.

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Election of seven directors (Proposal 1);

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Ratification of the selection by the Audit Committee of the Board of Directors of CBIZ CPAs P.C. as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026 (Proposal 2).

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To vote during the annual meeting, if you are a stockholder of record as of the record date, follow the instructions at www.virtualshareholdermeeting.com/RANI2026 You will need to enter the 16-digit Control Number found on your Notice of Internet Availability, proxy card or voting instruction form, or in the email sending you the Proxy Statement.

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To vote prior to the annual meeting (until 11:59 p.m. Eastern Time on May 27, 2026), you may vote via the Internet at www.proxyvote.com; by telephone; or by completing and returning the proxy card or voting instruction form, as described below.

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To vote using the proxy card, simply complete, sign and date the proxy card, that may be delivered and return it promptly in the envelope provided. If you return your signed proxy card to us before the annual meeting, we will vote your shares as you direct.

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To vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and Control Number from the Notice. Your telephone vote must be received by 11:59 p.m. Eastern Time on May 27, 2026 to be counted.

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To vote through the internet prior to the meeting, go to www.proxyvote.com and follow the instructions to submit your vote on an electronic proxy card. You will be asked to provide the company number and Control Number from the Notice. Your internet vote must be received by 11:59 p.m. Eastern Time on May 27, 2026 to be counted.

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You may submit another properly completed proxy card with a later date.

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You may grant a subsequent proxy by telephone or through the internet.

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You may send a timely written notice that you are revoking your proxy to:

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You may attend the annual meeting and vote online. Simply attending the meeting will not, by itself, revoke your proxy.

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the 90^th day prior to the 2027 annual meeting of stockholders; or

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the 10^th day following the day on which public announcement of the date of our 2027 annual meeting of stockholders is first made.

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Committee Chairperson

(1)

Dr. Ausiello served on the Nominating and Corporate Governance Committee until October 23, 2025, and was appointed to the Compensation Committee on April 24, 2025, and to the Audit Committee on October 23, 2025.

(2)

Mr. Butel served as Chairperson of the Nominating and Corporate Governance Committee until October 23, 2025.

(3)

Ms. DeBuono retired from the Board, including the Compensation Committee and the Audit Committee, on April 24, 2025.

(4)

Mr. Nanavaty resigned from the Board, including the Compensation Committee and the Audit Committee, on October 23, 2025.

(5)

Ms. Rometty was appointed Chairperson of the Audit Committee on April 24, 2025.

(6)

Dr. Bailey was appointed to the Board of Directors and Chairperson of the Compensation Committee on October 23, 2025.

(7)

Mr. Bassan was appointed to the Board of Directors and Chairperson of the Nominating and Corporate Governance Committee on October 23, 2025.

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evaluates the performance of and assesses the qualifications of the independent registered public accounting firm;

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determines and approves the engagement of the independent registered public accounting firm;

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determines whether to retain or terminate the existing independent registered public accounting firm or to appoint and engage a different independent registered public accounting firm;

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determines and approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;

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monitors the rotation of partners of the independent registered public accounting firm on the Company’s audit engagement team as required by law and considers any relationships of the independent registered public accounting firm that may affect the independent registered public accounting firm independence;

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reviews and approves or disapproves transactions between the company and any related persons;

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confers with management and the independent registered public accounting firm regarding the scope, adequacy and effectiveness of internal control over financial reporting;

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establishes procedures, when and as required under applicable law, for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters;

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meets to review with management and the independent registered public accounting firm significant issues that arise regarding accounting principles and financial statement presentation; and

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meets to review the Company’s annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including a review of the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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The Audit Committee has reviewed and discussed the audited consolidated financial statements for the fiscal year ended December 31, 2025 with our management;

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The Audit Committee has discussed with the independent registered public accounting firm, responsible for expressing an opinion on the conformity of our consolidated financial statements with generally accepted accounting principles in the United States, its judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters required to be discussed by the applicable requirements of Auditing Standards No. 1301, “Communications with Audit Committees” issued by the Public Company Accounting Oversight Board (“PCAOB”); and

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The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by PCAOB Ethics and Independence Rule 3526, “Communications with Audit Committees Concerning Independence,” regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm its independence from the Company and management.

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review and recommend to the Board for approval corporate and individual performance objectives relevant to the compensation of the Company’s executive officers, directors and other senior management and evaluation of performance in light of these stated objectives;

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review and recommend to the Board for approval the compensation and other terms of employment or service, including severance and change-in-control arrangements, of the Company’s Chief Executive Officer and evaluation of the Chief Executive Officer’s performance in light of these stated objectives;

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review and recommend to the Board the type and amount of compensation to be paid or awarded to Board members;

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oversee the appointment, compensation and work of the compensation consultants, independent legal counsel or other advisors engaged for the purpose of advising the committee; and

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administer the Company’s equity compensation plans, deferred compensation plans and other similar plans and programs.

(1)

Audit Fees consisted of fees and expenses covering the audit of the Company’s consolidated financial statements; review of the interim condensed consolidated financial statements; accounting and financial reporting consultations; and the issuance of consents in connection with registration statement filings with the SEC.

(1)

Audit Fees consisted of fees and expenses covering the audit of the Company’s consolidated financial statements; review of the interim condensed consolidated financial statements; accounting and financial reporting consultations; and the issuance of consents in connection with registration statement filings with the SEC.

(1)

Audit Fees consisted of fees and expenses covering the audit of the Company’s consolidated financial statements; review of the interim condensed consolidated financial statements; accounting and financial reporting consultations; and the issuance of consents in connection with registration statement filings with the SEC.

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Represents beneficial ownership of less than 1% of the outstanding shares of our Class A common stock or Class B common stock.

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Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, shares of Class A common stock issuable upon vesting of restricted stock units or exercisable

(1)

Represents shares held by InCube Labs, LLC (“ICL”). Mir Imran is the sole managing member of ICL, which is wholly-owned by Mir Imran and his family. The address of this entity is 2051 Ringwood Avenue, San Jose, California 95131.

(2)

The indicated ownership is based solely on Schedule 13D filed with the SEC on October 30, 2025 by Samsara BioCapital, L.P. (“Samsara LP”), Samsara BioCapital GP, LLC (“Samsara GP”), Samsara Opportunity Fund, L.P. (“Samsara Opportunity Fund”) and Samsara Opportunity Fund GP, LLC (“Samsara Opportunity GP”). The Schedule 13D provides information only as of October 30, 2025, and consequently, the beneficial ownership of the above-mentioned reporting person may have changed since October 30, 2025. The beneficial ownership consists of (i) 4,250,000 shares of Class A Common Stock directly held by Samsara LP; (ii) Pre-Funded Warrants exercisable for up to 8,250,000 shares of Class A Common Stock directly held by Samsara LP; (iii) Common Warrants exercisable for up to 12,500,000 shares of Class A Common Stock or Pre-Funded Warrants directly held by Samsara LP; (iv) 4,250,000 shares of Class A Common Stock directly held by Samsara Opportunity Fund; (v) Pre-Funded Warrants exercisable for up to 8,250,000 shares of Class A Common Stock directly held by Samsara Opportunity Fund; and (vi) Common Warrants exercisable for up to 12,500,000 shares of Class A Common Stock or Pre-Funded Warrants directly held by Samsara Opportunity Fund. Each of the Pre-Funded Warrants and the Common Warrants contains a beneficial ownership blocker provision which precludes exercise of the Warrants to the extent that, following exercise, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the Class A common stock outstanding. Each of Samsara LP and Samsara Opportunity Fund is currently prohibited from exercising the Warrants to the extent that such exercise would result in their beneficial ownership of more than 9,882,477 shares of Class A Common Stock. Samsara GP is the sole general partner of Samsara LP and Dr. Akkaraju is the managing member of Samsara GP. Each of Samsara GP and Dr. Akkaraju possesses power to direct the voting and disposition of the securities held by Samsara LP. Samsara Opportunity GP is the sole general partner of Samsara Opportunity Fund and Dr. Akkaraju is the managing member of Samsara Opportunity GP. Each of Samsara Opportunity GP and Dr. Akkaraju possesses power to direct the voting and disposition of the securities held by Samsara Opportunity Fund. The address of these entities and Dr. Akkaraju is 628 Middlefield Road, Palo Alto, California 94301.

(3)

The indicated ownership is based solely on a Schedule 13G filed with the SEC on October 30, 2025 by RA Capital Management, L.P. (“RA Capital”) Dr. Peter Kolchinsky, Rajeev Shah and RA Capital Healthcare Fund, L.P. (“the Fund”). The Schedule 13G provides information only as of October 30, 2025, and consequently, the beneficial ownership of the above-mentioned reporting person may have changed since October 30, 2025. The Fund directly holds (i) 8,500,000 shares of Class A Common Stock; (ii) pre-funded warrants (the “Pre-Funded Warrants”) exercisable for up to 16,500,000 shares of Class A Common Stock; and (iii) warrants (the “Common Warrants” and, together with the Pre-Funded Warrants, the “Warrants”) exercisable for up to 25,000,000 shares of Class A Common Stock. Each of the Pre-Funded Warrants and the Common Warrants contains a beneficial ownership blocker provision which precludes exercise of the Warrants to the extent that, following exercise, the Fund, together with its affiliates and other attribution parties, would own more than 9.99% of the Class A Common Stock outstanding. The Fund is prohibited from exercising the Warrants to the extent that such exercise would result in RA Capital’s beneficial ownership of more than 9,882,477 shares of Class A Common Stock. RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund’s portfolio, including any of the Company’s Class A Common Stock. As such, and because it may not revoke that delegation on a notice of less than 61 days, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities beneficially owned by RA Capital. Such persons and entities disclaim beneficial ownership of the shares listed herein, except to the extent of any pecuniary interest therein. The principal address of RA Capital is c/o RA Capital Management, L.P., 200 Berkeley Street, 18^th Floor, Boston, Massachusetts 02116.

(4)

The indicated ownership is based solely on Schedule 13G filed with the SEC on February 13, 2026 by AWM Investment Company, Inc. (“AWM”). The Schedule 13G provides information only as of December 31, 2025, and consequently, the beneficial ownership of the above-mentioned reporting person may have changed since December 31, 2025. AWM has sole voting and sole dispositive power on (i) an aggregate of 6,500,000 shares of Class A Common Stock, of which 1,145,491 shares of Class A Common Stock are held by Special Situations Cayman Fund, L.P. (“Cayman”) and 4,054,509 shares of Class A Common Stock are held by Special Situations Fund III QP, L.P. (“SSFQP”) and 1,300,000 shares of Class A Common Stock are held by Special Situations Life Sciences Fund, L.P. (“SSLS”); (ii) Pre-Funded Warrants to purchase up to an aggregate of 37,500,000 shares of Class A Common Stock, of which 2,158,809 Pre-Funded Warrants are held by Cayman, 7,641,191 Pre-Funded Warrants are held by SSFQP and 2,450,000 Pre-Funded Warrants are held by SSLS; and (iii) Common Warrants exercisable for up to an aggregate of 31,000,000 shares of Class A Common Stock, of which 3,304,300 Common Warrants are held by Cayman, 11,695,700 Common Warrants are held by SSFQP and 3,750,000 Common Warrants are held by SSLS. Each of the Pre-Funded Warrants and the Common Warrants contains a beneficial ownership blocker provision which precludes exercise of the Warrants to the extent that, following exercise, AWM, together with its affiliates and other attribution parties, would own more than 9.99% of the Class A Common Stock outstanding. AWM is prohibited from exercising the Common Warrants to the extent that such exercise would result in AWM’s beneficial ownership of more than 9,745,343 shares of Class A Common Stock. AWM serves as investment adviser to Cayman, SSFQP and SSLS (collectively “The Funds”). The Funds and the controlling principals of AWM, David M. Greenhouse and Adam C. Stettner, may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by The Funds or AWM. The principal address of AWM is 527 Madison Avenue, Suite 2600, New York, NY 10022.

(5)

The indicated ownership is based solely on Schedule 13G filed with the SEC on October 23, 2025 by Invus Global Management, LLC (“Global Management”), Raymond Debbane, Invus Public Equities, L.P. (“Invus Public Equities”), Invus Public Equities Advisors, LLC (“Invus PE Advisors”), Global Management and Siren, L.L.C. (“Siren”) Avicenna Life Sci Master Fund LP (“Avicenna Fund”), Avicenna Life Sci Master GP LLC (“Avicenna GP”) and Ulys, L.L.C. (“Ulys”). The Schedule 13G provides information only as of October 23, 2025, and consequently, the beneficial ownership of the above-mentioned reporting person may have changed since October 23, 2025. Invus Public Equities directly held (i) 1,754,011 shares of Class A Common Stock; (ii) Pre-Funded Warrants to purchase up to 7,381,462 shares of Class A Common Stock; and (iii) Common Warrants exercisable for up to 9,135,473 shares of Class A Common Stock. Avicenna Fund directly held (i) 245,989 shares of Class A Common Stock; (ii) Pre-Funded Warrants to purchase up to 1,035,205 shares of Class A Common Stock; and

(6)

The indicated ownership is based solely on Schedule 13G filed with the SEC on February 12, 2026 by SymBiosis Capital Partners, LLC (“SymBiosis”). The Schedule 13G provides information only as of November 13, 2025, and consequently, the beneficial ownership of the above-mentioned reporting person may have changed since November 13, 2025. The beneficial ownership consists of (i) 6,300,000 shares of Class A Common Stock directly held by SymBiosis. The principal address of Symbiosis is 609 SW 8^th Street, Suite 510, Bentonville, AR 72712.

(7)

Consists of shares of Class A common stock underlying options that are exercisable within 60 days of March 31, 2026. Dr. Ausiello beneficially owns 92,074 non-corresponding Class A units of Rani LLC.

(8)

Includes 378,588 shares of Class A common stock underlying options that are exercisable within 60 days of March 31, 2026.

(9)

Consists of (i) 2,083,334 shares of Class A common stock directly held by Mir Imran, (ii) warrants exercisable for up to 2,083,334 shares of Class A common stock held directly by Mr. Imran, (iii) 242,692 shares of Class A common stock underlying options that are exercisable within 60 days of March 31, 2026, (iv) 13,664 shares of Class A common stock held by ICL (refer to footnote 1 above), (v) 22,411,124 shares of Class B common stock held by ICL, (vi) 7,694 shares of Class A common stock held by Rani Investment Corp. (“RIC”), (vii) 52,781 shares of Class A common stock held by InCube Ventures II, LP (“ICV”) and (viii) 248,929 shares of Class B common stock issuable upon exchange of Class A common units of Rani Therapeutics, LLC held by ICV. ICV is a limited partnership and its general partners are Mir Imran, Andrew Farquharson and Wayne Roe. Andrew Farquharson and Mir Imran are general partners of Rani Investment Corp. (“RIC”). The address of ICV and RIC is 2051 Ringwood Avenue, San Jose, California 95131.

(10)

Consists of shares of Class A common stock underlying options that are exercisable within 60 days of March 31, 2026.

(11)

Includes (i) 2,373,992 shares of Class A common stock underlying options that are exercisable within 60 days of March 31, 2026 and (ii) 12,343 shares of Class A common stock held by VH Moll, LP. VH Moll, LP is a limited partnership and members of the general partner are Andrew Farquharson and Talat Imran. The address of VH Moll, LP is 2051 Ringwood Avenue, San Jose, California 95131. Talat Imran beneficially owns 43,484 non-corresponding Class A units of Rani LLC.

(12)

Includes 730,916 shares of Class A common stock underlying options which are exercisable within 60 days of March 31, 2026. Mr. Sanford beneficially owns 142,350 non-corresponding Class A units of Rani LLC.

(13)

Consists of shares of Class A common stock underlying options that are exercisable within 60 days of March 31, 2026

(14)

Consists of (i) 3,014,675 shares of Class A common stock held by our current directors and executive officers as a group, (ii) warrants of up to 2,083,334 shares of Class A Common Stock held by our current directors and executive officers that are exercisable within 60 days of March 31, 2026, (iii) 5,732,968 shares of Class A common stock issuable upon the exercise of stock options held by our current directors and executive officers that are exercisable within 60 days of March 31, 2026, (iv) 248,929 shares of Class B common stock issuable upon exchange of Class A common units of Rani Therapeutics, LLC and (v) 22,583,272 shares of Class B common stock held by our current directors and executive officers as a group.

(1)

The weighted average exercise price excludes restricted stock units, which have no exercise price.

(2)

Includes (i) 11,872,439 shares of Class A common stock issuable pursuant to outstanding stock options under the 2021 Equity Incentive Plan (the “ 2021 Plan”), (ii) 994,797 shares of our Class A common stock issuable pursuant to outstanding stock options, which were issued under the 2016 Equity Incentive Plan, and (iii) 348,702 shares of Class A common stock issuable pursuant to outstanding restricted stock units under the 2021 Plan.

(3)

Includes 2,371,480 shares of Class A common stock available for issuance under the 2021 Plan and 428,306 shares of Class A common stock available for issuance under 2021 Employee Stock Purchase Plan (the “ESPP”). The number of shares of Class A common stock reserved for issuance under the 2021 Plan automatically increases on January 1 of each year, starting on January 1, 2022 and continuing through January 1, 2031, by 5% of the aggregate number of shares of common stock of all classes issued and outstanding on December 31 of the immediately preceding calendar year, or a lesser number of shares determined by our Board of Directors prior to the applicable January 1. The maximum number of shares that may be issued upon the exercise of incentive stock options (“ISOs”) under the 2021 Plan is 16,500,000 shares. The number of shares of Class A common stock reserved for issuance under the 2021 ESPP automatically increases on January 1 of each calendar year, beginning on January 1, 2022 and continuing through January 1, 2031, by the lesser of (1) 1% of the aggregate number of shares of common stock of all classes issued and outstanding on December 31 of the preceding calendar year, (2) 100,000 shares and (3) a number of shares determined by our Board of Directors.

(1)

Amounts do not reflect dollar amounts actually received by our Named Executive Officers and instead, in accordance with SEC rules, represent the aggregate grant date fair value of options to purchase Class A common stock granted to our Named Executive Officers under the 2021 Plan, each computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions used in calculating the grant date fair value of the award disclosed in this column are set forth in the notes to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not correspond to the actual value that may be recognized by the Named Executive Officers.

(2)

Amounts disclosed under the “Non-Equity Incentive Plan Compensation” column represent the portion of the annual performance-based bonuses earned pursuant to objective performance criteria established as part of our annual performance-based bonus plan for the indicated year. For further discussion on performance-based bonuses paid for 2025, see the sub-section entitled “Narrative to Summary Compensation Table” below. Annual performance-based bonuses earned during the year are typically paid in the first quarter of the following year.

(3)

In November 2023, the Board approved a reduction in the annual salary of Mr. Imran from $520,000 to $100,000, effective November 1, 2023 through December 31, 2024 or until such time as we received gross proceeds of $50,000,000 or more, from equity financing and/or one or more non-dilutive strategic, licensing or partnering transactions (the “Financing Threshold”). In November 2024, the Board extended the reduction in annual salary of Mr. Imran through December 31, 2025 or until the Financing Threshold was met. The Board approved a new annual base salary for Mr. Imran of $625,100 effective October 20, 2025, in connection with satisfaction of the Financing Threshold.

(4)

Amounts disclosed under the “Bonus” column represent cash retention payments pursuant to a retention program approved by the Board in August 2025. For further discussion on retention payments paid in 2025, see the sub-section entitled “Narrative to Summary Compensation Table”

(5)

Mr. Sanford and Ms. McKinley each voluntarily elected to reduce their base salaries for pay periods beginning September 16, 2025, and ending October 31, 2025, to align with the Company’s broader cash preservation efforts. The amounts shown in the “Salary” column of the Summary Compensation Table above reflect such reductions.

(1)

On December 16, 2023, our Board of Directors approved a stock option repricing whereby the exercise price of certain previously granted and still outstanding unvested stock option awards issued under the 2021 Plan and the 2016 Equity Incentive Plan, was reduced to $2.84 per share, which represented the most recent closing market price of our Class A common stock to the repricing date. No other terms of the options were modified, and the stock option awards will continue to vest according to their original vesting schedules, remain subject to the same service requirements and will retain their original expiration dates (the “Option Repricing”). Where applicable, an option is disclosed in two rows to show the effects of the Option Repricing.

(2)

Award issued pursuant to the 2021 Plan. The shares subject to the options vest over 4 years, with 1/48^th of the shares vesting on each monthly anniversary of the Grant Date, subject to the Named Executive Officer providing continued service through each such date.

(3)

Award issued pursuant to the 2021 Plan. One-sixteenth of the restricted stock units vest on each quarterly anniversary of the Grant Date, subject to the Named Executive Officer providing continued service through each such date.

(4)

Award issued pursuant to the 2021 Plan. One-quarter of the restricted stock units vest on each yearly anniversary of the Grant Date, subject to the Named Executive Officer providing continued service through each such date.

(5)

Award issued pursuant to the 2016 Plan. The shares subject to the options vest over 4 years, with one-quarter vesting on June 14, 2022 and 1/48^th of the shares vesting on each monthly anniversary thereafter, subject to the Named Executive Officer providing continued service through each such date.

(6)

Award issued pursuant to Rani LLC’s 2016 Equity Incentive Plan and assumed by Rani Holdings in connection with the Company’s initial public offering. The shares subject to the option vest over 4 years, with 1/48^th of the shares vesting on each monthly anniversary of the Grant Date, subject to the Named Executive Officer providing continued service through each such date.

(7)

Award issued pursuant to the 2021 Plan. The options were fully exercisable on November 1, 2025.

(8)

The market value is based on the closing price of our Class A common stock as of December 31, 2025, of $1.35 per share.

(1)

Amounts reflect the aggregate grant date fair value of options to purchase our Class A common stock granted to our non-employee directors during 2025 under our 2021 Plan, each computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions used in calculating the grant date fair value of the award disclosed in this column are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not correspond to the actual value that may be recognized by the non-employee directors.

(2)

The amount in the “Option Awards” column for Andrew Farquharson and Maulik Nanavaty includes $52,077 in incremental fair value associated with the modification of stock options related to accelerated vesting and an extension of the option exercise period for 180 days past their termination of service.

(3)

Resigned from the Board of Directors in October 2025.

(4)

Laureen DeBuono retired from the Board of Directors in April 2025.

(5)

Appointed to the Board of Directors in October 2025.