SEC Form DEFA14A filed by Janux Therapeutics Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Janux 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):

Logo P.O. BOX 8016, CARY, NC 27512-9903 Your vote matters! Janux Therapeutics, Inc. Annual Meeting of Stockholders Wednesday, June 11, 2025 1:30 PM, Pacific Time Annual meeting to be held via the internet - please visit www.proxydocs.com/JANX for more details You must register to attend the meeting online and/or participate at www.proxydocs.com/JANX For a convenient way to view proxy materials, VOTE, and obtain directions to attend the meeting go to www.proxydocs.com/JANX To vote your proxy while visiting this site, you will need the 12 digit control number in the box below. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. This is not a ballot. You cannot use this notice to vote your shares. We encourage you to access and review all of the important information contained in the proxy materials before voting. Under United States Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper. Proxy materials can be distributed by making them available on the internet. If you want to receive a paper or e-mail copy of the proxy material, you must request one. There is no charge to you for requesting a copy. In order to receive a paper package in time for this year's meeting, you must make this request on or before May 30, 2025. Meeting Materials: Notice of Meeting and Proxy Statement & Annual Report or Form 10-K Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting To Be Held On June 11, 2025 For Stockholders of record as of April 17, 2025 To order paper materials, use one of the following methods. Internet: www.investorelections.com/JANX Call: 1-866-648-8133 Email: [email protected] * If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located below) in the subject line. No other requests, instructions OR other inquiries should be included with your e-mail requesting material. Your control number Have the 12 digit control number located in the box above available when you access the website and follow the instructions. SEE REVERSE FOR FULL AGENDA Copyright © 2025 BetaNXT, Inc. or its affiliates. All Rights Reserved

Logo Janux Therapeutics, Inc. Annual Meeting of Stockholders THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED BELOW, FOR PROPOSALS 2 AND 3, AND FOR 1 YEAR IN PROPOSAL 4 PROPOSAL 1. To elect the three nominees for Class I director named in the accompanying proxy statement to serve for three-year terms until the 2028 Annual Meeting of Stockholders. 1.01 Ronald Barrett, Ph.D. 1.02 David Campbell, Ph.D. 1.03 Winston Kung 2. To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025. 3. Approval, on an advisory basis, of the compensation of our named executive officers (“Say-On-Pay”), as disclosed in the accompanying Proxy Statement. 4. Indication, on an advisory basis, of the preferred frequency of holding future Say-On-Pay votes on the compensation of our named executive officers. 5. To conduct any other business properly brought before the Annual Meeting.