DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

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

TANGO THERAPEUTICS, 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.

Dear Fellow Stockholder:

Tango Therapeutics was founded with a clear mission: to discover the next generation of targeted therapies in oncology by addressing the specific genetic alterations that drive cancer. We leverage our state-of-the-art target and drug discovery platforms to identify novel disease-relevant targets and develop medicines tailored to defined patient populations with high unmet medical need. Our novel small molecules are designed to be selectively active in cancer cells with specific genetic alterations, killing those cancer cells while sparing normal cells. We believe our approach will provide the ability to deliver deep, durable target inhibition with favorable tolerability and safety profiles, thus potentially maximizing clinical benefit.

We made significant progress across our research and clinical development programs in 2025:

•

In October 2025, we reported positive data from the ongoing monotherapy Phase 1/2 clinical trial of vopimetostat, our lead PRMT5 inhibitor, demonstrating durable clinical activity across multiple cancer types, with a strong safety and tolerability profile. We plan to initiate our first pivotal study in second line pancreatic cancer for vopimetostat in 2026.

•

In June 2025, we treated the first patient in our Phase 1/2 trial of vopimetostat and Revolution Medicines’ daraxonrasib (RAS(ON) multi-selective inhibitor) or zoldonrasib (RAS(ON) G12D-selective inhibitor) in patients with MTAP-deleted and RAS mutant metastatic pancreatic or lung cancer. We are encouraged by the early efficacy signals and safety profile emerging from this study and plan to provide a safety and efficacy update for this study in 2026, which we believe will inform a path to first line pancreatic cancer.

•

In May 2025, we treated the first patient in the Phase 1/2 trial of TNG456 in patients with MTAP-deleted solid tumors, with a focus on glioblastoma. TNG456 is a next-generation, brain-penetrant, MTA-cooperative PRMT5 inhibitor. We plan to share initial safety and efficacy data from this study in 2026.

The board of directors and I are pleased to invite you to attend the 2026 Annual Meeting of Stockholders, or the Annual Meeting, of Tango Therapeutics, Inc., or Tango, or the Company, to be held virtually on Thursday, June 4, 2026 at 9:00 a.m. Eastern Time. Stockholders will have the ability to participate in the Annual Meeting, vote their shares and ask questions by accessing the virtual meeting.

At the Annual Meeting, our stockholders will be asked to: (1) elect three nominees who are named in the Proxy Statement as Class II Directors; (2) ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; (3) hold a non-binding, advisory vote to approve the compensation of our named executive officers; and (4) transact any other business that properly comes before the Annual Meeting (including adjournments, continuations and postponements thereof). Our board of directors recommends that you vote “FOR” the election of the director nominees, “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP, and “FOR” the approval, on a non-binding, advisory basis, of the compensation of our named executive officers. You should carefully read our proxy materials, which contain detailed information concerning each of these proposals.

Under the Securities and Exchange Commission rules, the Company is providing access to the proxy materials for the Annual Meeting to stockholders via the Internet. Accordingly, you can access the proxy materials and vote at www.proxyvote.com. Instructions for accessing the proxy materials and voting are described below and

in the Notice of Internet Availability of Proxy Materials that you received in the mail (unless you have previously requested a paper copy of our proxy materials). The Notice of Internet Availability of Proxy Materials also contains instructions on how to request a paper copy of our proxy materials and our Annual Report on Form 10-K for the year ended December 31, 2025. This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.

Your vote is very important. Whether or not you plan to virtually attend the meeting, please carefully review the proxy materials and then cast your vote. If you are a stockholder of record and have received our Notice of Internet Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. If you requested to receive a printed set of the proxy materials, please vote by completing, signing, dating and mailing the accompanying proxy card in the return envelope or voting by telephone or the Internet, in accordance with the instructions set forth on the proxy card. Submitting your vote via the Internet, by telephone or proxy card will not affect your right to attend and to vote at the Annual Meeting if you decide to virtually attend the Annual Meeting. If your shares are held in street name (held for your account by a broker or other nominee), you will receive instructions from your broker or other nominee explaining how to vote your shares, and you will have the option to cast your vote by telephone or over the Internet if your voting instruction form from your broker or nominee includes instructions and a toll-free telephone number or Internet website to do so. In any event, to be sure that your vote will be received in time, please cast your vote by your choice of available means at your earliest convenience.

On behalf of our board of directors, team members, and patients, thank you for your ongoing support of, and continued interest in, Tango.

Sincerely,

Malte Peters, M.D.

President and Chief Executive Officer

Tango Therapeutics, Inc.

201 Brookline Avenue, Suite 901

Boston, MA 02215

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To be held on June 4, 2026

Notice is hereby given that the 2026 Annual Meeting of Stockholders, or Annual Meeting, of Tango Therapeutics, Inc., will be held online on Thursday, June 4, 2026. You may attend the meeting virtually via the Internet, where you will be able to participate in the meeting, vote electronically and submit questions that are germane to the matters under consideration at the Annual Meeting. You will need the 16-digit control number included with the Notice of Internet Availability of Proxy Materials, your proxy card (if you received a printed copy of the proxy materials) or in the instructions that accompanied your proxy materials in order to attend the Annual Meeting.

The purpose of the Annual Meeting is the following:

1. To elect three Class II Directors (Malte Peters, M.D., Kanishka Pothula, and Mace Rothenberg, M.D.) to our board of directors, each to serve until the 2029 annual meeting of stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal;

2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026;

3. To approve, on a non-binding, advisory basis, the compensation of our named executive officers; and

4. To transact any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

The Annual Meeting will begin promptly at 9:00 a.m. Eastern Time. Only stockholders of record at the close of business on April 7, 2026 will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof.

We are pleased to adhere to the Securities and Exchange Commission’s “Notice and Access” rule that allows companies to furnish their proxy materials by posting them on the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials, or the Notice, instead of a paper copy of the accompanying proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, or 2025 Annual Report. We plan to mail the Notice on or about April 17, 2026, and it contains instructions on how to access both the 2025 Annual Report and accompanying proxy statement over the Internet. This method provides our stockholders with expedited access to proxy materials and not only lowers the cost of printing and distribution but also reduces the environmental impact of the Annual Meeting. If you would like to receive a print version of the proxy materials, free of charge, please follow the instructions in this Notice.

To be virtually admitted to the Annual Meeting and vote your shares, you must provide the 16-digit control number as provided in the Notice, your proxy card (if you received a printed copy of the proxy materials) or in the instructions that accompanied your proxy materials. Please see the “General Information Regarding the Meeting” section of the proxy statement that accompanies this notice for more details regarding the logistics of the virtual Annual Meeting, including the ability of stockholders to submit questions that are germane to the topics under consideration at the Annual Meeting during the Annual Meeting, and technical details and support related to accessing the virtual platform.

Your vote is important. Whether or not you expect to attend the Annual Meeting virtually, it is important that your shares be represented. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the meeting, by submitting your proxy via the Internet at the address listed on the proxy card, via the telephone number listed on the proxy card or by signing, dating and returning the proxy card. Even if you have voted by proxy, you may still vote at the Annual Meeting. Please note, however, that if your shares are held through a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

     By order of the Board of Directors,

    

     Julie Fogarty

    

Vice President, Legal and Corporate Secretary

Boston, MA

April 17, 2026

Table of Contents


	Page
Proxy Statement Summary	1
General Information Regarding the Meeting	2
Overview of Proposals	7
Proposal No. 1 – Election of Class II Directors	8
General Information About the Board of Directors	9
Corporate Governance	12
General Information About the Executive Officers	17
Executive Compensation	17
Non-Employee Director Compensation	35
Proposal No. 2 – Ratification of the Appointment of the Independent Registered Public Accounting Firm	37
Principal Accountant Fees and Services	38
Report of the Audit Committee	39
Proposal No. 3 - Non-Binding Advisory Vote To Approve Named Executive Officer Compensation	40
Security Ownership of Certain Beneficial Owners and Management	41
Certain Relationships and Related Party Transactions	43
Additional Information and Other Business	45

PROXY STATEMENT SUMMARY

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 4, 2026

This proxy statement contains information about the 2026 Annual Meeting of Stockholders, or the Annual Meeting, of Tango Therapeutics, Inc., which will be held online on June 4, 2026 at 9:00 a.m. Eastern Time. You may attend the Annual Meeting virtually via the Internet at www.virtualshareholdermeeting.com/TNGX2026, where you will be able to vote electronically and submit questions germane to the matters under consideration at the Annual Meeting. The board of directors of Tango Therapeutics, Inc. is using this proxy statement to solicit proxies for use at the Annual Meeting. In this proxy statement, the terms “Tango,” the “Company,” “we,” “us,” and “our” refer to Tango Therapeutics, Inc. The mailing address of our principal executive office is: 201 Brookline Avenue, Suite 901, Boston, Massachusetts, 02215.

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If a proxy is signed and/or returned without instructions, the proxies will be voted in accordance with the recommendation of our board of directors with respect to each of the matters set forth in this proxy statement and the accompanying proxy card. You may revoke your proxy at any time before it is exercised at the meeting by giving our corporate secretary written notice to that effect, by mailing a duly executed proxy bearing a later date, re-voting by phone or the Internet prior to the date and time identified in this proxy statement or by voting in person at the Annual Meeting. We are mailing to our stockholders a Notice of Internet Availability of proxy materials, or the Notice, and our 2025 Annual Report on or about April 17, 2026.

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Stockholders to be Held on June 4, 2026:

This proxy statement and our 2025 Annual Report on Form 10-K are

available for viewing, printing and downloading at www.proxyvote.com.

A copy of our 2025 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, or SEC, except for exhibits, will be furnished without charge to any stockholder upon written request or oral request to Tango Therapeutics, Inc., 201 Brookline Avenue, Suite 901, Boston, Massachusetts, 02215, (857) 320-4900, Attention: Corporate Secretary. This proxy statement and our 2025 Annual Report are also available on the SEC’s website at www.sec.gov.

GENERAL INFORMATION REGARDING THE MEETING

Why is Tango holding a virtual Annual Meeting?

This year’s Annual Meeting will be a “virtual meeting” of stockholders. We believe that the virtual meeting format facilitates greater stockholder attendance and participation at our Annual Meeting by allowing all stockholders to participate equally through the Internet, free of cost. Stockholders will, to the extent possible, be afforded rights and opportunities to participate at the virtual meeting similar to those they would have at an in-person meeting. We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication.

How can I virtually attend the Annual Meeting?

To attend and participate in the Annual Meeting, stockholders will need to access the live webcast of the meeting. To do so, stockholders will need to visit www.virtualshareholdermeeting.com/TNGX2026 and enter the 16-digit control number provided in the Notice of Internet Availability of the Proxy Materials, or the Notice, the proxy card (if the stockholder received a printed copy of the proxy materials) or in the instructions that accompanied the stockholders' proxy materials. Beneficial owners of shares held in "street name" (as described below) will need to follow the instructions provided in the voting instructions form by their broker, bank or other nominee that holds their shares.

On the day of the Annual Meeting, stockholders may log-in to the online virtual annual meeting platform beginning at 8:45 a.m. Eastern Time, and the meeting will begin promptly at 9:00 a.m. Eastern Time. Please allow ample time for on-line login so that you may participate in the entire Annual Meeting.

Questions related to substantive matters of business under consideration at the Annual Meeting may be asked during the Annual Meeting by logging on to the virtual meeting platform. If you wish to submit a question during the Annual Meeting, you may do so on the virtual meeting platform www.virtualshareholdermeeting.com/TNGX2026. Our Annual Meeting will be governed by the Annual Meeting’s Rules of Conduct and Procedures, which will address the ability of stockholders to ask questions during the meeting and rules for how questions will be recognized and addressed. The Annual Meeting’s Rules of Conduct and Procedures will be available on the virtual meeting platform during the course of the Annual Meeting. Any questions or comments that are unrelated to the business of the Annual Meeting will not be addressed at the meeting.

How can I get help if I have trouble checking in or listening to the meeting online?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting or submitting questions. If you encounter any difficulties accessing the virtual meeting or submitting a question, a technical support number will be posted on the virtual meeting platform (www.virtualshareholdermeeting.com/TNGX2026), which may be accessed beginning 15 minutes prior to the scheduled start time of the Annual Meeting.

When is this proxy statement and the accompanying materials scheduled to be sent to stockholders?

We are mailing to our stockholders the Notice instead of a paper copy of the accompanying proxy statement and our 2025 Annual Report on or about April 17, 2026, and it contains instructions on how to access those documents over the Internet. You will need the control number included on the Notice, proxy card or voting instruction form to access these materials. If you would like to receive a print version of the proxy materials, free of charge, please follow the instructions on the Notice.

Who is soliciting my vote?

Our board of directors is soliciting your vote for the Annual Meeting, including at any adjournments or postponements of the meeting.

When is the record date for the Annual Meeting?

The record date for determination of stockholders entitled to vote at the Annual Meeting is the close of business on April 7, 2026. Only stockholders of record at the close of business on April 7, 2026 are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement of the meeting.

How many votes can be cast by all stockholders?

There were 144,242,271 shares of our voting common stock, par value $0.001 per share, outstanding on April 7, 2026, all of which are entitled to vote with respect to all matters to be acted upon at the Annual Meeting. Each stockholder of record is entitled to one vote for each share of our common stock held by such stockholder. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or vote on your own behalf at our virtual Annual Meeting. None of our authorized shares of preferred stock were outstanding as of April 7, 2026.

Who is entitled to vote?

Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or vote on your own behalf at our virtual Annual Meeting. Throughout this proxy statement, we refer to these registered stockholders as “stockholders of record.”

Street Name Stockholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and the proxy materials were forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. Beneficial owners are also invited to attend our virtual Annual Meeting. If your shares are held in "street name", you will receive instructions from your bank, broker or other nominee explaining how to vote your shares, and you will have the option to cast your vote by telephone or over the Internet if your voting instruction form from your bank, broker or nominee includes instructions and a toll-free telephone number or Internet website to do so. Note that if your shares are held in "street name," you should also be receiving a voting instruction form for you to use from your broker. Throughout this proxy statement, we refer to stockholders who hold their shares through a bank, broker or other nominee as “street name stockholders.”

What matters are being voted on at the Annual Meeting?

The following matters are being voted on at the Annual Meeting:

(1) Elect three directors (Malte Peters, M.D., Kanishka Pothula, and Mace Rothenberg, M.D.) as Class II Directors of the board of directors, each to serve until the 2029 annual meeting of stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal;

(2) Ratify the appointment of PricewaterhouseCoopers LLP as Tango's independent registered public accounting firm for 2026; and

(3) Approve, on a non-binding, advisory basis, the compensation of our named executive officers.

We do not know of any other matters that may come before the Annual Meeting. If any other matters are properly presented at the Annual Meeting, your form of proxy authorizes the individuals named as proxies to vote, or otherwise act, in accordance with their best judgment.

How do I vote?

If you are a stockholder of record, there are four ways to vote:

• By Internet. You may vote at www.proxyvote.com, 24 hours a day, seven days a week. You will need the control number included on your Notice or proxy card in order to vote by Internet.

• During the Annual Meeting. You may vote in person virtually by attending the Annual Meeting through www.virtualshareholdermeeting.com/TNGX2026. To attend the Annual Meeting virtually and vote your shares, you must register for the Annual Meeting and provide the control number located on your Notice or proxy card.

• By Telephone. You may vote using a touch-tone telephone by calling 1-800-690-6903, 24 hours a day, seven days a week. You will need the control number included on your Notice or proxy card to vote by telephone.

• By Mail. You may vote by completing and mailing your proxy card.

Even if you plan to participate in our virtual Annual Meeting, we recommend that you vote by proxy in advance of the Annual Meeting date so that your vote will be counted if you later decide not to participate in the Annual Meeting.

If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning an instruction card, by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank or other nominee. As discussed above, if you are a street name stockholder, you may not vote your shares on your own behalf at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

By Proxy

If you will not be attending the Annual Meeting, you may vote by proxy. You can vote by proxy over the Internet or telephone by following the instructions provided in the enclosed proxy card. Proxies submitted by mail must be received by the deadline set forth on the proxy card.

If you complete and submit your proxy before the Annual Meeting, the persons named as proxies will vote the shares represented by your proxy in accordance with your instructions. If you submit a signed proxy without giving voting instructions, your shares will be voted in the manner recommended by the board of directors on all matters presented in this proxy statement, and as the persons named as proxies may determine in their discretion with respect to any other matters properly presented at the Annual Meeting. You may also authorize another person or persons to act for you as proxy in a writing, signed by you or your authorized representative, specifying the details of such proxies’ authority. The original writing must be given to each of the named proxies, although it may be sent to them by electronic transmission if, from that transmission, it can be determined that the transmission was authorized by you.

If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in your proxy and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any other matters will be raised at the Annual Meeting.

How do I change or revoke my vote or proxy?

You may revoke your proxy by (1) entering a new vote by mail, over the Internet or via telephone that we receive before the start of the Annual Meeting, (2) attending and voting at the Annual Meeting online (although attendance at the Annual Meeting will not in and of itself revoke a proxy), or (3) by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with our Corporate Secretary. Any written notice of revocation or subsequent proxy card must be received by our Corporate Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be hand delivered to our Corporate Secretary or sent to our principal executive offices at 201 Brookline Avenue, Suite 901, Boston, Massachusetts 02215, Attention: Corporate Secretary. Only your latest vote will be counted at the Annual Meeting.

If a broker, bank, or other nominee holds your shares, you must contact such broker, bank, or nominee in order to find out how to change your vote.

How is a quorum reached?

Our Amended and Restated Bylaws, or bylaws, provide that a majority of the shares entitled to vote, present or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting.

Under the General Corporation Law of the State of Delaware, shares that are voted “abstain” or “withheld” and broker “non-votes” are counted for purposes of determining whether a quorum is present at the Annual Meeting. If a quorum is not present, the meeting may be adjourned until a quorum is obtained. There were 144,242,271 shares of common stock outstanding and entitled to vote on April 7, 2026, our record date. Therefore, a quorum will be present if 72,121,136 shares of our common stock are present in person or represented by executed proxies timely received by us at the Annual Meeting.

What vote is required for each proposal?


		Board's Recommendation	Broker Discretionary Voting Allowed	Treatment of Votes Withheld, Abstentions and Broker Non-Votes	Required
Proposal 1	Election of Class II Directors	FOR ALL Class II Director Nominees (Malte Peters, M.D., Kanishka Pothula, and Mace Rothenberg, M.D.)	No	Votes withheld and broker non-votes, if any, will have no effect on the outcome of the proposal	Plurality of votes properly cast
Proposal 2	Ratification of PricewaterhouseCoopers LLP as independent auditors for 2026	FOR	Yes	Abstentions and broker non-votes, if any, will have no effect on the outcome of the proposal	Majority of votes properly cast
Proposal 3	Approval, on a non-binding, advisory basis, of the compensation of our named executive officers	FOR	No	Abstentions and broker non-votes, if any, will have no effect on the outcome of the proposal	Majority of votes properly cast

How is the vote counted?

Under our bylaws, any proposal other than an election of directors is decided by a majority of the votes properly cast for and against such proposal, except where a larger vote is required by law, our bylaws, or by our Second Amended and Restated Certificate of Incorporation, as amended to date, or charter. As noted above, abstentions and broker “non-votes” are not included in the tabulation of the voting results on any such proposal and, therefore, do not have an impact on such proposals. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item, and has not received instructions from the beneficial owner.

If your shares are held in “street name” by a brokerage firm, your brokerage firm is required to vote your shares according to your instructions. If you do not give instructions to your brokerage firm, the brokerage firm will still be able to vote your shares with respect to certain “discretionary” items, but will not be allowed to vote your shares with respect to “non-discretionary” items. Proposal No. 1 and Proposal No. 3 are “non-discretionary” items. If you do not instruct your broker how to vote with respect to these proposals, your broker may not vote for these proposals, and those votes will be counted as broker “non-votes.” Proposal No. 2 is considered to be a discretionary item, and your brokerage firm will be able to vote on this proposal even if it does not receive instructions from you.

To be elected, the directors nominated via Proposal No. 1 must receive a plurality of the votes properly cast and entitled to vote on the proposal, meaning that the three director nominees receiving the most votes will be elected (even if it is less than a majority of the votes cast). You may vote for each of the director nominees or withhold authority to vote your shares. Shares voting “withheld” have no effect on the election of the directors. Broker non-votes will have no effect on the election of the nominees for Class II Directors.

The ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 requires the affirmative vote of a majority of the votes properly cast for and against such matter. You may vote for, against or abstain from voting on this proposal. Abstentions and broker non-votes will have no effect on the outcome of Proposal No. 2.

The non-binding, advisory vote to approve the compensation of our named executive officers, or the say-on-pay vote, is a “non-routine” matter. If you do not instruct your broker how to vote with respect to this proposal, your broker may not vote for this proposal, and those votes will be counted as broker “non-votes.” For this proposal, a majority of the votes properly cast thereon is required to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. Abstentions and broker non-votes, if any, will have no effect on the outcome of the vote on this proposal. Because this vote is advisory and not binding on us, our board of directors or our compensation committee in any way, our board of directors and compensation committee may decide that it is in our and our stockholders’ best interests to compensate our named executive officers in an amount or manner that differs from what is approved by our stockholders, but our board of directors and compensation committee will take into account the outcome of the vote when considering future executive compensation matters.

Who pays the cost for soliciting proxies?

We are making this solicitation and will pay the entire cost of preparing and distributing our proxy materials and soliciting votes. If you choose to access the proxy materials or vote over the Internet, you are responsible for any Internet access charges that you may incur. Our officers and employees may, without compensation other than their regular compensation, solicit proxies through further mailings, personal conversations, facsimile transmissions, e-mails, or otherwise. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning, and tabulating the proxies.

How may stockholders submit matters for consideration at an Annual Meeting?

The required notice must be in writing and received by our Corporate Secretary at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. However, in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of the preceding year’s annual meeting, or if no annual meeting was held in the preceding year, a stockholder’s notice must be so received no earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (A) the 90th day prior to such annual meeting and (B) the tenth day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever first occurs. For stockholder proposals to be brought before the 2027 Annual Meeting of Stockholders, the required notice must be received by our Corporate Secretary at our principal executive offices no earlier than February 4, 2027 and no later than March 6, 2027. See the section titled “Stockholder Proposals.”

In addition, any stockholder proposal intended to be included in the proxy statement for the next annual meeting of our stockholders in 2027 must also satisfy the requirements of SEC Rule 14a-8 under the Exchange Act, and be received not later than December 18, 2026. In addition, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act. If the date of the annual meeting is moved by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, then notice must be received within a reasonable time before we begin to print and send proxy materials. If that happens, we will publicly announce the deadline for submitting a proposal in a press release or in a document filed with the SEC.

If a stockholder wishes to propose a nomination of persons for election to our board of directors or present a proposal at an annual meeting but does not wish to have the proposal considered for inclusion in our proxy statement and proxy card, our bylaws establish an advance notice procedure for such nominations and proposals. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the board of directors or by a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely notice in proper form to our Corporate Secretary of the stockholder’s intention to bring such business before the meeting.

How can I find out the results of the voting at the Annual Meeting?

We plan to announce preliminary voting results at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K, or Form 8-K, that we expect to file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

OVERVIEW OF PROPOSALS

The summary below highlights information that is described in more detail elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and we urge you to read the entire proxy statement carefully before voting.

This Proxy Statement contains three proposals requiring stockholder action.

Proposal No. 1 - Election of Class II Directors

You are being asked to vote on the election of three Class II Directors (Malte Peters, M.D., Kanishka Pothula, and Mace Rothenberg, M.D.) to our board of directors.

Proposal No. 2 - Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm

You are being asked to vote to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

Proposal No. 3 – Non-binding, advisory vote on the compensation of our named executive officers

You are being asked to vote, on a non-binding, advisory basis, to approve the compensation of our named executive officers.

The board of directors recommends that you vote FOR the director nominees in Proposal No. 1 and FOR Proposal No. 2 and Proposal No. 3.

Each of the proposals listed above is discussed in more detail in the pages that follow.

PROPOSAL NO. 1 – ELECTION OF CLASS II DIRECTORS

Our board of directors currently consists of eight members. In accordance with the terms of our charter and bylaws, our board of directors is divided into three classes – Class I, Class II and Class III – with members of each class serving staggered three-year terms.

Three directors have been nominated for election at the Annual Meeting to serve until the 2029 annual meeting of stockholders and until their successors have been duly elected and qualified. In the event that a nominee is unable to serve as a director, the shares represented by the proxy will be voted for such other candidate, if any, as may be nominated by the board of directors to replace such nominee. All nominees have consented to be named in the proxy statement and have indicated their intent to serve if elected. The board of directors has no reason to believe that any of the nominees will be unable to serve. Pursuant to our bylaws, directors are elected by plurality vote in uncontested director elections such as this one. The number of candidates for election as Class II Directors at the Annual Meeting is the same as the number of Class II Directors to be elected at the Annual Meeting. Therefore, this is an uncontested election and the directors will be elected by the affirmative vote of a plurality of the votes properly cast by the shares present or represented and entitled to vote at the Annual Meeting, in person or by proxy. The nominees for election as director are those identified in this proxy statement.

The following table presents our current directors, their respective term on the board of directors, ages and positions as of April 7, 2026. Director service dates in the table below and elsewhere in this proxy statement reflect the periods such director commenced director service with Tango, including if such services commenced prior to the completion of the Business Combination (as described below).


Name	Age		Position	Served as a Director Since
Class II Directors with terms that will expire at the Annual Meeting
Malte Peters, M.D.		63	President, Chief Executive Officer and Director	September 2018
Kanishka Pothula		41	Director	November 2023
Mace Rothenberg, M.D.		69	Director	March 2021
Class III Directors with terms that will expire at the 2027 Annual Meeting
Alexis Borisy		54	Director, Lead Independent Director	March 2017
John Ketchum		70	Director	August 2023
Barbara Weber, M.D.		69	Executive Chairman	March 2017
Class I Directors with terms that will expire at the 2028 Annual Meeting
Lesley Ann Calhoun		60	Director	March 2021
Sung Lee		55	Director	January 2026

Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires.

Nominees for Election as Class II Directors

Our board of directors has nominated Malte Peters, M.D., Kanishka Pothula, and Mace Rothenberg, M.D. for election as Class II Directors to serve for a three-year term ending at the 2029 annual meeting of stockholders and until their successors are elected and qualified. Each of the nominees is a current member of our board of directors and has consented to serve if elected.

Vote Required and Board of Directors’ Recommendation

Each stockholder has one vote per share. Stockholders do not have the right to vote cumulatively in electing directors.

The nominees for Class II Directors who receive the most votes (also known as a plurality) will be elected. You may vote either FOR all of the nominees, WITHHOLD your vote from all of the nominees, or WITHHOLD your vote from any one or more of the nominees. Shares voting “withheld” will have no effect on the election of a director. If your shares are held in “street name” by a broker, bank or other nominee, your broker, bank or other nominee does not have authority to vote your unvoted shares held by the firm for the election of a director. As a result, any shares not voted by you will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.

The proxies will be voted in favor of the above nominee unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if a nominee is unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our board of directors may designate.

The board of directors recommends voting “FOR” the election of Malte Peters, M.D., Kanishka Pothula, and Mace Rothenberg, M.D. as Class II Directors, each to serve for a three-year term ending at the annual meeting of stockholders to be held in 2029.

GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS

Our Board of Directors

On August 10, 2021, BCTG Acquisition Corp., a Delaware corporation, or BCTG, consummated a business combination, or Business Combination, pursuant to the terms of the Agreement and Plan of Merger, dated as of April 13, 2021, by and among BCTG, BCTG Merger Sub Inc., a Delaware corporation, and Tango Therapeutics, Inc. (now known as Tango Therapeutics Sub, Inc., which we refer to as “Tango” in this proxy statement prior to the closing of the Business Combination). Upon the consummation of the Business Combination, our board of directors was divided into three staggered classes of directors, with each director assigned to one of the three classes. At each annual meeting of our stockholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The terms of the directors will expire upon the election and qualification of successor directors at the Annual Meeting for the Class II Directors, at the annual meeting of stockholders to be held during the year 2027 for Class III Directors, and at the annual meeting of stockholders to be held during the year 2028 for Class I Directors. Lesley Ann Calhoun and Sung Lee currently serve as our Class I Directors, Malte Peters, M.D., Mace Rothenberg, M.D. and Kanishka Pothula currently serve as our Class II Directors and Alexis Borisy, John Ketchum and Barbara Weber, M.D. currently serve as our Class III Directors.

Our charter and bylaws provide that the number of directors shall be fixed solely and exclusively by a resolution adopted from time to time by our board of directors.

Class II Director Nominees for Election for a Three-Year Term Ending at the 2029 Annual Meeting

Malte Peters, M.D., has served as our Chief Executive Officer, or CEO, and President since January 2026 and on our board of directors since September 2018. Dr. Peters served as Chief Executive Officer of Hookipa Pharma, Inc., or Hookipa, a clinical stage biopharmaceutical company, from July 2024 to January 2026, and currently serves as a Managing Director. Dr. Peters served on the board of directors of Hookipa from December 2022 to January 2026 and also served as an interim Senior Clinical Advisor at Hookipa from November 2023 to July 2024. From March 2020 to December 2022, Dr. Peters served as Chief Research and Development Officer of MorphoSys AG (formerly FSE: MOR), a biopharmaceutical company that was acquired by Novartis in 2024, and prior to that, served as its Chief Development Officer and member of its management board since March 2017. Prior to his time at MorphoSys, Dr. Peters served as the Global Head of Clinical Development of the Biopharmaceuticals Business Unit at Sandoz International. From 2004 to 2015, he served as Clinical Head and Site Head for Basel and East Hanover in the Department of Oncology Translational Medicine at Novartis. Dr. Peters has also held teaching appointments in Internal Medicine and Biochemistry at the University of Mainz, Germany, served as Research Scientist at the Amgen Research Institute in Toronto, Canada, as Director of Cancer Research at Merck KGaA and as Medical Director at Micromet AG. Dr. Peters received his Doctor of Medicine from the Freie Universität Berlin, Germany, and was trained at the Universities of Padova, Italy, and Bochum and Berlin, Germany. After scientific work at different universities, he habilitated in Internal Medicine at the University of Mainz, Germany. We believe Dr. Peters’ position as our CEO and President, as well as his leadership skills and extensive knowledge of the biotechnology industry, make him qualified to serve on our board of directors.

Mace Rothenberg, M.D., has served on our board of directors since March 2021. Dr. Rothenberg has served as President and Executive Director of the Museum of Medicine and Biomedical Discovery, a 501(c)3, not-for-profit organization, since September 2022. He was previously at Pfizer, Inc., a pharmaceutical company, where he served as Chief Medical Officer and Head of Worldwide Medical and Safety from 2019 to 2021, Chief Development Officer for Oncology from 2016 to 2018, and Senior Vice President for Clinical Development and Medical Affairs for Pfizer Oncology from 2008 to 2016. Prior to joining Pfizer, Dr. Rothenberg spent 25 years in academia, serving on the faculties of the University of Texas Health Science Center - San Antonio and Vanderbilt University Medical Center. Dr. Rothenberg is a fellow of the American College of Physicians, the American Society of Clinical Oncology, the New York Academy of Medicine and is board-certified in Internal Medicine and Medical Oncology. Dr. Rothenberg has been a member of the board of directors of Surrozen, Inc. (NASDAQ: SRZN), a biotechnology company discovering and developing drug candidates to selectively modulate the Wnt pathway, since May 2021, Aulos Bioscience, a privately-held immuno-oncology company, since March 2021, and Chiara Biosciences, a privately-held targeted protein degrader company, since February 2022. Dr. Rothenberg received his B.A. from the University of Pennsylvania, his M.D. from the New York University School of Medicine, and completed his residency in Internal Medicine at Vanderbilt University and his fellowship in Medical Oncology at the National Cancer Institute. We believe Dr. Rothenberg’s industry experience and life science expertise make him qualified to serve on our board of directors.

Kanishka Pothula has served as a member of our board of directors since November 2023. Mr. Pothula joined Nextech Ventures (US), an affiliate of Nextech Invest, in March 2023 and currently serves as a Managing Partner. Prior to joining Nextech Ventures (US), Mr. Pothula spent eleven years at BVF Partners, a biotechnology-focused hedge fund, where he served various roles throughout his tenure, most recently as Managing Partner. Mr. Pothula holds a M.S. in biotechnology from Georgetown University and a B.S. in bioengineering from the University of California, San Diego. We believe that Mr. Pothula’s extensive experience in finance and the life sciences industry make him qualified to serve on our board of directors.

Class III Directors Continuing in Office Until the 2027 Annual Meeting

Alexis Borisy has served as a member of our board of directors since our founding in 2017 and was the chairman of our board of directors from August 2021 until January 2026. Mr. Borisy is the co-founder and operating chairman of Curie.Bio, a new model for venture in biotech. In 2022, Mr. Borisy co-founded IDRx, Inc., a biopharmaceutical company that was acquired by GlaxoSmithKline LLC in February 2025). Also in 2022, Mr. Borisy became a director of Nextech Invest, a Swiss-based venture firm, and transitioned to Chairman in 2023. From June 2019 to November 2023, Mr. Borisy served as Chief Executive Officer and Chairman of EQRx, Inc. (formerly NASDAQ: EQRX), a biotechnology company, which was acquired by Revolution Medicines. From 2010 to June 2019, Mr. Borisy was a partner at Third Rock Ventures, a series of venture capital funds investing in life science companies. Mr. Borisy co-founded Blueprint Medicines Corporation (NASDAQ: BPMC), a biopharmaceutical company, and served as its Interim Chief Executive Officer from 2013 to 2014 and as a member of its board of directors from 2011 until its acquisition by Sanofi in July 2025. Mr. Borisy co-founded Foundation Medicine, Inc. and served as its Interim Chief Executive Officer from 2009 to 2011 and served as a member of its board of directors from 2009 to July 2018, until its acquisition by Roche. In addition, during the past five years Mr. Borisy has served as a member of the board of directors of Relay Therapeutics, Inc. (NASDAQ: RLAY) and Revolution Medicines, Inc. (NASDAQ: RVMD) since April 2015 and November 2014, respectively. He previously served on the board of directors of Magenta Therapeutics, Inc. (previously NASDAQ: MGTA), a publicly traded biotechnology company, prior to its acquisition by Dianthus Therapeutics, Inc., from June 2015 to June 2022 and Editas Medicine, Inc. (NASDAQ: EDIT) from November 2013 to March 2018. Mr. Borisy received an A.B. in Chemistry from the University of Chicago and an A.M. in Chemistry and Chemical Biology from Harvard University. We believe Mr. Borisy’s extensive experience as an executive of, and working with and serving on the boards of directors of, multiple biopharmaceutical and life sciences companies and his experience working in the venture capital industry provide him with the qualifications and skills necessary to serve as a member of our board of directors.

John Ketchum has served as a member of our board of directors since August 2023. Since 2018, Mr. Ketchum has operated Bonnieview Consulting, LLC, a consulting agency that provides strategic and business services to pharmaceutical and biotech companies from research and development to full commercialization stages. In 2019, Mr. Ketchum founded, and continues to provide advisory services to, CureLeads, a company that operates in the Middle East/North Africa providing a range of services for biomedical firms commercializing specialty drugs in the region. From 1996 to 2017, Mr. Ketchum held various positions at Novartis International AG, including as Senior Vice President, Region Head, Emerging Growth Markets from 2014 to 2017 and Senior Vice President, Region Head, Latin America, from 2014 to 2017. Mr. Ketchum serves as an advisor and the Chairman of the Board of Ernest Pharmaceuticals LLC, a privately held oncology company. Mr. Ketchum received his B.A. from Hamilton College and his M.B.A. from the University of North Carolina at Chapel Hill. We believe Mr. Ketchum's industry experience and life science expertise, including his extensive work in commercializing pharmaceuticals in the U.S. and in international markets, make him qualified to serve on our board of directors.

Barbara Weber, M.D. has served as our Executive Chairman since January 2026. Previously, she was our founding President and Chief Executive Officer from March 2017 to January 2026. Dr. Weber was a Venture Partner at Third Rock Ventures from March 2015 until June 2022, during which time she led the formation of the Company. Previously, Dr. Weber served as Senior Vice President, Oncology Translational Medicine, Novartis from 2009 to 2015, Vice President, Oncology, GSK plc from 2005 to 2009 and Professor, Medicine and Genetics, University of Pennsylvania from 1994 to 2005. Dr. Weber has served on the board of directors of FOG Pharma, a private biopharmaceutical company, since October 2018 and ITM Isotope Technologies Munich, or ITM, a radiopharmaceutical biotechnology company, since April 2025. Dr. Weber previously served as a director of Revolution Medicines, Inc. (NASDAQ: RVMD), a biotechnology company, from April 2018 to June 2025 and OPY Acquisition Corp. I (NASDAQ: OHAA), a special purpose acquisition company. Dr. Weber received a B.S. in Chemistry and an M.D. from the University of Washington, was a resident in internal medicine at Yale University and fellow in Medical Oncology at the Dana Farber Cancer Institute. We believe Dr. Weber is qualified to serve on our board based on her long tenure as our President and Chief Executive Officer, her deep knowledge of the Company, her leadership experience and her extensive experience in the biopharmaceutical industry.

Class I Directors Continuing in Office Until the 2028 Annual Meeting

Lesley Ann Calhoun has served as a member of our board of directors since March 2021. Since June 2020, Ms. Calhoun has served as Executive Vice President and Chief Financial Officer at Aligos Therapeutics, Inc., a clinical stage biopharmaceutical company; in January 2025, she was also appointed Chief Operating Officer. From August 2016 to June 2020, Ms. Calhoun served as Senior Vice President of Finance & Administration and Chief Accounting Officer at Global Blood Therapeutics, Inc. From January 2013 to September 2015, Ms. Calhoun served as Vice President of Finance at Hyperion Therapeutics, Inc., a commercial pharmaceutical company, which was acquired by Horizon Pharma plc, a biopharmaceutical company, in May 2015. Ms. Calhoun served as Senior Director of Finance and Corporate Controller at Theravance, Inc., a biopharmaceutical company, from August 2005 to January 2013. Prior to Theravance, Ms. Calhoun held various senior finance positions of increasing responsibility where she oversaw all aspects of finance and accounting operations for U.S. and multinational, publicly-traded and pre-IPO stage technology companies and companies in the biopharmaceutical industry. Earlier in her career, Ms. Calhoun was a member of the audit practice of Deloitte & Touche LLP from 1989 to 2001. Ms. Calhoun holds a B.S. in

business administration with a concentration in accounting from San Francisco State University and is a Certified Public Accountant (inactive). We believe that Ms. Calhoun’s financial and accounting expertise and her experience in the finance and life sciences industries qualify her to serve as a member of our board of directors.

Sung Lee has served as a member of our board of directors since January 2026. Mr. Lee has served as Executive Vice President and Chief Financial Officer of Cytokinetics Incorporated (NASDAQ: CYTK), a late-stage biopharmaceutical company, since May 2024. Prior to Cytokinetics, Mr. Lee was the Chief Financial Officer at Vir Biotechnology, Inc. (NASDAQ: VIR), a clinical-stage immunology company, from March 2023 to May 2024, MorphoSys AG from February 2021 to March 2023, and Sangamo Therapeutics, Inc. (NASDAQ: SGMO), a clinical-stage biotechnology company, from October 2019 to February 2021. He also spent 14 years at Gilead Sciences, Inc. (NASDAQ: GILD), a research-based biopharmaceutical company, where he served in roles of increasing responsibility and scope, including Senior Vice President, Financial Planning & Analysis and Investor Relations. Mr. Lee began his career in the tax advisory business at PwC. Mr. Lee received a bachelor’s degree in economics from the University of California, Irvine and a Master of Business Taxation degree from the University of Southern California. We believe Mr. Lee is qualified to serve on our board of directors because of his deep financial expertise and industry experience.

Director Independence

The rules of the Nasdaq market require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an executive officer or employee of our Company or any other individual having a relationship which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that each individual who serves on our board, other than Dr. Weber and Dr. Peters, qualifies as an independent director under the rules of Nasdaq and the SEC.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Adverse Proceedings

Neither we nor any of our subsidiaries are party to any material proceedings to which any of our directors, officers, affiliates, 5% or more stockholders, or any of their respective associates are a party. We do not believe that any of our directors, officers, affiliates, 5% or more stockholders, or any of their respective associates are adverse to us or any of our subsidiaries or have a material interest that is adverse to us or any of our subsidiaries.

CORPORATE GOVERNANCE

Committees of the Board of Directors

Our board of directors has established three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Each committee operates pursuant to a charter that has been approved and adopted by our board of directors. Each charter is reviewed on an annual basis by the applicable committee and any changes are approved by the board of directors. Each committee charter is posted on our website, www.tangotx.com, under the “Governance” subsection of the “Investors” section. The current members of our audit committee are Lesley Ann Calhoun, John Ketchum and Sung Lee; Lesley Ann Calhoun serves as the chairperson of the audit committee. The current members of our compensation committee are Alexis Borisy, Mace Rothenberg and John Ketchum; Alexis Borisy is the chairperson of the compensation committee. The current members of our nominating and corporate governance committee are Mace Rothenberg, Kanishka Pothula and Lesley Ann Calhoun; Mace Rothenberg is the chairperson of the nominating and corporate governance committee. Our board of directors reviews the membership of each committee on an annual basis in order to make sure that the legal and regulatory requirements related to committee composition are complied with and that the appropriate set of skills and viewpoints are being brought to the deliberations and decisions of each committee.

During 2025, our board of directors held six meetings. During 2025, all of the directors attended at least 75% of the total number of meetings of the board and committees on which they served. Directors are expected to attend our annual meetings of stockholders, all meetings of the board of directors and all meetings of the committees on which they serve. Five members of the board of directors then in office attended the annual meeting of stockholders on June 5, 2025.

Audit Committee

The audit committee currently consists of Lesley Ann Calhoun, Sung Lee, and John Ketchum. During calendar year 2025, our audit committee consisted of Lesley Ann Calhoun, Kanishka Pothula and Alexis Borisy. Our board of directors has determined that each member of our audit committee is independent under Nasdaq listing standards and Rule 10A-3(b)(1) under the Exchange Act. The chairperson of the audit committee is Lesley Ann Calhoun. Our board of directors has determined that Lesley Ann Calhoun and Sung Lee are each an “audit committee financial expert” within the meaning of SEC regulations. Our board of directors has also determined that each member of the audit committee has the requisite financial expertise required under the applicable requirements of Nasdaq. In arriving at this determination, our board of directors has examined each audit committee member’s scope of experience, familiarity with financial statements and accounting matters through prior exposure at biopharmaceutical companies, and the nature of their employment in the corporate finance sector. The audit committee held four meetings during 2025.

The primary purpose of our audit committee is to discharge the responsibilities of our board of directors with respect to our accounting, financial, and other reporting and internal control practices and to oversee the independent registered accounting firm. Specific responsibilities of our audit committee include:

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helping our board of directors oversee corporate accounting and financial reporting processes;

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managing the selection, engagement and qualifications of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

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helping to ensure the independence and performance of the independent registered public accounting firm;

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discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

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developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

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reviewing policies on financial risk assessment and financial risk management, as well as discussing with management the guidelines and policies that govern the process by which the Company's exposure to risks, including financial, operational, privacy, security, cybersecurity, competition, legal, regulatory, hedging and accounting, is assessed and managed by management;

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reviewing related party transactions;

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obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and

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approving (or, as permitted, pre-approving) all audit and all permissible non-audit service to be performed by the independent registered public accounting firm.

Compensation Committee

Our compensation committee currently consists of Alexis Borisy, John Ketchum, and Mace Rothenberg, M.D. During calendar year 2025, our compensation committee consisted of Malte Peters, M.D., Mace Rothenberg, M.D. and John Ketchum. In October 2025, the Company and Dr. Peters entered into a consulting agreement under which Dr. Peters received cash and equity compensation to support the Company's work on key initiatives related to the initiation of our planned pivotal study in second line pancreatic cancer and advancing our late-stage development capabilities, and our board of directors determined that Dr. Peters was no longer independent. Dr. Peters remained on the compensation committee for a limited period of time during fiscal year 2025 pursuant to Nasdaq Listing Rule 5605(d)(2)(B). Given that Dr. Peters had been involved in discussions regarding executive compensation throughout the year and had the context and familiarity with such matters, the Board believed it was in the best interests of the Company and its stockholders that he remain on the compensation committee to make determinations on compensation that would be up for approval near the end of the year. The audit committee and disinterested members of the compensation committee and board of directors approved the terms of the consulting agreement. Dr. Peters became our President and CEO in January 2026 and the compensation committee was reconstituted at that time, with Mr. Borisy replacing Dr. Peters as the chair of the compensation committee at that time. Our board of directors has determined that, following such changes, each member of our current compensation committee is independent under Nasdaq listing standards and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The primary purpose of our compensation committee is to discharge the responsibilities of our board of directors to oversee our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. The compensation committee held four meetings during 2025.

Specific responsibilities of our compensation committee include:

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reviewing and approving, or recommending that our board of directors approve, the compensation of our executive officers and senior management;

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reviewing and recommending to our board of directors the compensation of our directors;

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administering our stock and equity incentive plans;

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selecting independent compensation consultants and assessing whether there are any conflicts of interest with any of the committee’s compensation advisors;

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reviewing, approving, amending and terminating, or recommending that our board of directors approve, amend or terminate, incentive compensation and equity plans, severance agreements, change in control protections and any other compensatory arrangements for our executive officers and other senior management, as appropriate; and

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reviewing and establishing general policies relating to compensation and benefits of our employees.

Compensation Committee Interlocks and Insider Participation

Dr. Peters, Dr. Rothenberg and Mr. Ketchum served on the compensation committee during the year ended December 31, 2025. Our compensation committee currently consists of Alexis Borisy, John Ketchum, and Mace Rothenberg, M.D. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee. In October 2025, the Company and Dr. Peters entered into a consulting agreement under which Dr. Peters received cash and equity compensation, as described in more detail under the headings “Compensation Committee” and “Certain Relationships and Related Party Transactions - Consulting Agreement with Malte Peters, M.D.”

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee currently consists of Mace Rothenberg, Kanishka Pothula, and Lesley Ann Calhoun. The composition of the committee was the same during the year ended December 31, 2025. Our board of directors has determined each member is independent under Nasdaq listing standards. The chairperson of the nominating and corporate governance committee is Mace Rothenberg. The nominating and corporate governance committee held two meetings during 2025.

Specific responsibilities of our nominating and corporate governance committee include:

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identifying, evaluating and selecting, or recommending that our board of directors approve, nominees for election to our board;

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evaluating the performance of our board of directors and of individual directors;

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evaluating the adequacy of our corporate governance practices and reporting;

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overseeing the environmental, social and governance, or ESG, programs and policies, the scope of risk related to such matters, and the potential risks and liabilities related thereto; and

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developing and making recommendations to our board of directors regarding corporate governance guidelines and matters.

Role of Our Board of Directors in Risk Oversight

One of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through our board of directors as a whole, as well as through its standing committees. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure. Our audit committee oversees the policies and programs relating to our financial and accounting systems, accounting policies, and our internal audit function. It also is responsible for appointing our independent auditor and considering and discussing our major risk exposures (including financial, operational, privacy, security, cybersecurity, competition, legal, regulatory, hedging and accounting) and the steps that the Company’s management has taken to monitor and, to the extent practicable, control such exposures. Our audit committee also monitors compliance with legal and regulatory requirements and evaluates risk associated with related party transactions. Our compensation committee assesses and monitors whether our compensation plans, policies and programs comply with applicable legal and regulatory requirements and whether our compensation program may encourage excessive risk-taking. Our nominating and corporate governance committee oversees risks related to our governance structure and our ESG risk.

Additionally, our board of directors encourages management to promote a culture that incorporates risk management into our day-to-day business operations. Management discusses strategic and operational risks at regular meetings, and throughout the year, reviews these risks with the board of directors as part of management presentations focusing on particular business functions, operations or strategies, including the steps taken by management to mitigate or eliminate such risks.

On an annual basis, the management team conducts an enterprise risk assessment to identify the significant risks related to our corporate operations and strategic goals. This assessment includes meetings with our executive committee and functional leaders throughout the organization, a review with the management team of the most significant risks, the identification of a management team member responsible for oversight of each applicable risk and an overview of risk mitigation procedures (if applicable). The results of the annual enterprise risk assessment are presented to the audit committee.

Board Leadership

The current leadership structure of the board of directors consists of an Executive Chairman, Dr. Weber, and a lead independent director, Mr. Borisy. Dr. Weber served as our CEO and President and a member of the board of directors from March 2017 to January 2026. In January 2026, Dr. Weber transitioned to the role of Executive Chairman and Mr. Borisy transitioned from Chairman of the board to lead independent director. The lead independent director presides at meetings of the board of directors at which the Chairman is not present, including executive sessions of the independent directors, serves as a liaison between the independent directors and the Executive Chairman and has the authority to call meetings of the independent directors of the board, among other things.

The board of directors believes that its current leadership structure, including the separation of its Executive Chairman and CEO, is the most appropriate structure for Tango and its stockholders at this time. Separating these positions allows our CEO to focus on our day-to-day business operations and company performance, while the Executive Chairman focuses on independent oversight and key strategic decisions while also supporting our supporting our board of directors’ oversight of risk and other key governance matters.

Our governing documents permit the roles of chairman of the board and CEO to be filled by the same or different individuals. Our board of directors recognizes that one of its key responsibilities is to periodically evaluate the optimal leadership structure to ensure the board is operating efficiently, effectively, and in the best interests of the Company and its shareholders. The board values the flexibility to determine the optimal model for board leadership at any given time.

Code of Ethics

We have adopted a Code of Conduct that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The Code of Conduct is available on our website at https://www.tangotx.com under “Investors – Governance”. Information contained on or accessible through such website is not a part of this proxy statement, and the inclusion of the website address in this proxy statement is an inactive textual reference only.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this Code of Conduct and disclose any amendments to the Code of Conduct by posting such information on our website, at the address and location specified above and, to the extent required by the listing standards of Nasdaq, by filing a Form 8-K with the SEC, disclosing such information.

Policy on Trading, Pledging and Hedging of Company Stock

Certain transactions in our securities (such as purchases and sales of publicly traded put and call options, and short sales) create a heightened compliance risk or could create the appearance of misalignment between management and stockholders. In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when an officer or director is aware of material, non-public information or otherwise is not permitted to trade in Company securities. Our insider trading policy expressly prohibits short sales and derivative transactions of our stock by our executive officers, directors, employees and certain designated consultants and contractors, including short sales of our securities. Our insider trading policy expressly prohibits purchases or sales of puts, calls, or other derivative securities of the Company or any derivative securities that provide the economic equivalent of ownership. It is also the policy of the Company to comply with all applicable securities laws when transacting in its own securities. We believe that our policies and procedures are reasonably designed to promote compliance with insider trading laws, any applicable securities laws, rules, regulations and any exchange listing standards.

Director Nomination Process

In considering candidates for board membership, the nominating and corporate governance committee considers recommendations by: the nominating and corporate governance committee members and other board members; management; our stockholders; third-party search firms; and any other appropriate sources. If a stockholder submits a nominee, the nominating and corporate governance committee will evaluate the qualifications of such stockholder nominee using the same selection criteria the committee uses to evaluate other potential nominees. Our by-laws contain provisions addressing the process by which a stockholder may recommend a person for consideration as a nominee for director at an annual meeting.

Our by-laws provide that stockholders seeking to nominate candidates for election as directors at our annual meeting of stockholders must provide timely notice of their intent in writing. To be timely, a stockholder’s written notice will need to be delivered to our principal executive offices not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the one-year anniversary of the preceding year’s annual meeting of stockholders. In the event that no annual meeting was held during the preceding year or the annual meeting is advanced more than 30 days before, or more than 60 days after such anniversary date, a timely notice must be received not later than the close of business on the later of the 90th day prior to the scheduled date of such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. Our bylaws also specify certain requirements as to the form and content of a stockholders’ notice. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.

Pursuant to the terms of its charter, the nominating and corporate governance committee requires the following qualifications to be satisfied by any nominee for a position on the board of directors:

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High standards of personal and professional ethics and integrity;

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Proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment;

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Skills that are complementary to those of members of the existing board of directors;

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The ability to assist and support management and make significant contributions to the Company’s success; and

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An understanding of the fiduciary responsibilities required of a director and a commitment to devote the time and energy necessary to perform those responsibilities.

Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established record of professional accomplishment, their ability to contribute positively to the collaborative culture among board members, and their knowledge of our business and understanding of the competitive landscape. When identifying and evaluating nominees for director, the nominating and corporate governance committee considers, among other factors, the character, integrity, judgment, diversity, independence, skills, education, expertise, business acumen, business judgment, length of service, understanding of Tango's business and industry, conflicts of interest and other requirements.

Stockholder Communications with the Board of Directors

Any interested party who wishes to communicate with our board of directors or our board Chairman may submit a written communication to the attention of such director at the following address:

Tango Therapeutics, Inc.

201 Brookline Avenue, Suite 901

Boston, MA 02215

A copy of any such written communication may also be forwarded to Tango’s legal counsel and be retained for a reasonable period of time. The director may discuss the matter with Tango’s legal counsel, with independent advisors, with non-management directors, or with Tango’s management, or may take other action or no action as the director determines in good faith, using reasonable judgment and applying his or her own discretion.

Communications may be forwarded to other directors if they relate to important substantive matters and include suggestions or comments that may be important for other directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive or duplicative communications.

The audit committee oversees the procedures for the receipt, retention, and treatment of complaint

SEC Form DEF 14A filed by Tango Therapeutics Inc.