On July 14, 2026, Senti Biosciences Holdings, Inc. (the "Issuer"), Senti Holdings, Inc. ("Midco"), Senti Biosciences, Inc. ("Opco"), Celadon Partners SPV 35 Limited ("Parent"), and Senti Merger Sub, Inc. ("Merger Sub") entered into an Agreement and Plan of Merger (the "Merger Agreement"). Parent is an exempted company incorporated under the laws of the Cayman Islands and is an entity affiliated with Celadon Partners SPV 24. Pursuant to the Merger Agreement, Merger Sub will merge with and into Midco (the "Merger"), with Midco surviving as a wholly owned subsidiary of Parent. At the effective time of the Merger, each outstanding share of Midco common stock (other than shares owned by Midco or its subsidiaries, which will be cancelled) will be cancelled and converted into the right to receive contingent value rights ("CVRs") representing the right to receive pro rata portions of milestone payments of up to $60 million in the aggregate if certain development, regulatory and commercial milestones for SENTI-202 are achieved. Pursuant to the Merger Agreement, no later than twenty-one (21) days from the date of the Merger Agreement, Parent or an affiliate of Parent is required to fund and purchase Additional Notes (as defined in the Securities Purchase Agreement) in accordance with the terms of the Securities Purchase Agreement, in an amount equal to $6,000,000 (the "Additional Funding Amount"), minus the aggregate amount of net proceeds actually received by the Issuer from sales of the Issuer's common stock pursuant to the Issuer's existing at-the-market offering facility with Leerink Partners LLC (the "ATM Facility"). Parent has the right, in its sole discretion, to first direct the Issuer to sell shares of common stock pursuant to the ATM Facility, and net proceeds received will reduce, dollar-for-dollar, the Additional Funding Amount. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit H hereto and is incorporated by reference in this Item 3.

Item 3 summarizes the Merger Agreement and is incorporated herein by reference.

H. Agreement and Plan of Merger, dated as of July 14, 2026, by and among Senti Biosciences Holdings, Inc., Senti Holdings, Inc., Sentio Biosciences, Inc., Celadon Partners SPV 35 Limited and Senti Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed on July 14, 2026 (File No. 001-40440)).