Good morning, welcome to Caribou Biosciences 2026 Annual Meeting of Stockholders. At this time, I'd like to turn the meeting over to Rachel Haurwitz. Please go ahead. Good morning, welcome to the Annual Meeting of Stockholders of Caribou Biosciences, Inc. I am Rachel Haurwitz, co-founder, President, and CEO of Caribou, and also a Member of the company's Board of Directors. It is my pleasure to welcome you here today for this meeting and to introduce Andrew Guggenhime, Chair of the company's Board of Directors. Thank you, Rachel. Will the meeting please come to order? I am Andrew Guggenhime, Chair of the Board of Directors of Caribou Biosciences, and I will be presiding at this meeting. Along with my fellow Directors and the officers of the company, I would like to welcome you to the company's Annual Meeting of Stockholders. We appreciate your attendance, your interest, and your support of Caribou. This Annual Meeting of Stockholders is held pursuant to the amended and restated bylaws of the company and written notice to all stockholders. We are pleased to hold this Annual Meeting of Stockholders virtually, which allows us to be more inclusive and reach a greater number of the company's stockholders, regardless of location. We have stockholders attending this meeting via the web portal. We will conduct the business portion of this meeting first, then we'll answer any questions about the proposals at the end of this meeting. I remind you that attendance at this meeting is by invitation only and that everyone has been registered prior to joining this meeting. It is now 7:31 A.M. Pacific Daylight Time on June 17th, 2026, the company's Annual Meeting of Stockholders is officially called to order. Stockholders wishing to ask questions about the proposals will be given an opportunity to do so following the meeting, stockholders may submit such questions at any time during this meeting in the space provided on the virtual meeting screen. After making a few introductory remarks and addressing a few procedural matters, we will take up the items to be acted upon. In addition to Dr. Haurwitz, I am joined at this meeting by other Directors of Caribou Biosciences, as well as officers of Caribou. In accordance with the company's amended and restated bylaws, I will act as Chair of the meeting, and Barbara McClung, the company's Chief Legal Officer and Corporate Secretary, will act as Secretary of the meeting. Also attending this meeting is Kelsey Yuan of Deloitte & Touche LLP, the company's independent auditors. Deloitte has indicated that it is not necessary for them to make a statement. However, Ms. Yuan is available to respond to appropriate questions during the question- and- answer period. The company's Board of Directors has appointed Tina Perrino, a representative of The Carideo Group, Inc., to serve as the independent Inspector of Election for this meeting. I request that she file the inspector's oath with the Secretary of this meeting for inclusion in the minutes of this meeting. I will now ask the Secretary to please make a report on the proof of mailing, present the list of stockholders, and report on the quorum present at this meeting. Thank you, Andrew. I have an affidavit of distribution from Broadridge Financial Solutions, certifying as to the mailing on or about April 24th, 2026, to the stockholders of record as of April 20th, 2026, of the notice of Annual Meeting and notice of Internet availability of proxy material. The notice of meeting, the original definitive proxy statement, and the annual report on Form 10-K for the year ended December 31st, 2025, were also all made available to stockholders of record on or about April 24th, 2026. The revised definitive proxy statement was made available to stockholders of record on or about May 1st, 2026. I also have the list of stockholders of record as of April 20th, 2026, the record date for this meeting. The list was certified by Computershare, the company's transfer agent, and has been open for examination at the company for any purpose relevant to this meeting for the past 10 days during ordinary business hours. This list is available for inspection during the meeting by any stockholder on the website used to access the meeting. A copy of the list of stockholders will be filed with the records of the company. On April 20th, 2026, the record date for the meeting, there were outstanding and entitled to vote a total of 98,258,898 shares of common stock. I have been informed by the Inspector of Election that we have present in person or by proxy at this meeting 68,238,201 shares of common stock for approximately 69.44% of all the shares entitled to vote at this meeting. The shares so represented constitute a majority of the total shares entitled to vote at the meeting and thus constitute a quorum. Thank you, Barbara. On the basis of the report of the Secretary and the Inspector of Election, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened, and we are ready to transact business. We'll now move to a review of the proposals. As set forth in the notice of Annual Meeting and notice of Internet availability of proxy materials made available to each of the company's stockholders and as further described in the proxy statement, the business of this meeting is to elect three nominees to the company's Board of Directors as Class II Directors, to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. To approve an amendment to the company's amended and restated certificate of incorporation to provide for exculpation of the company's officers from certain breaches of fiduciary duty to the fullest extent permitted by the Delaware General Corporation Law, and to approve the adjournment of the 2026 Annual Meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies in the event there are not sufficient votes in favor of the proposal to amend the company's amended and restated certificate of incorporation to provide for officer exculpation, or if there are not sufficient shares present to establish a quorum. The first item of business is the election of Directors. The company's Board of Directors is divided into three classes, each with a three-year term. Three Class II Directors will be elected at this meeting. The three nominees receiving the highest number of votes of the shares present in person or represented by proxy at this meeting and entitled to vote will be elected as Class II Directors to serve until the 2029 Annual Meeting of Stockholders and until their respective successor is duly elected and qualified, or until their earlier death, resignation, or removal. The nominees for election designated by the company's board as Class II Directors are Mr. David Johnson, Dr. Nancy Whiting, and me, Andrew Guggenhime. Each of these nominees is currently serving as a Class II Director of the company. The Board of Directors recommends a vote in favor of each of these nominees. No other nominations were received prior to the deadline established in the company's bylaws. Therefore, no additional nominations may be made at this meeting, and I declare the nominations to be closed. The second item of business is the ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The audit committee of the company's Board of Directors has elected Deloitte to serve as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The company's Board of Directors recommends a vote in favor of the ratification of Deloitte. The third item of business is the approval of an amendment to the company's amended and restated certificate of incorporation to provide for exculpation of the company's officers from certain breaches of fiduciary duty to the fullest extent permitted by the Delaware General Corporation Law. The company's Board of Directors recommends a vote in favor of this proposal. The fourth and final item of business is the approval of the adjournment of the 2026 Annual Meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies in the event there are not sufficient votes in favor of the proposal to amend the company's amended and restated certificate of incorporation to provide for officer exculpation, or if there are not sufficient shares present to establish a quorum. The company's Board of Directors recommends a vote in favor of this adjournment proposal. We will now move on to the opening of the polls. It is 7:39 A.M. Pacific Daylight Time on June 17th, 2026, and the polls for voting on all matters are open. All company stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. You must do so before the polls close in order for your votes to be counted. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls, and the Inspector of Election will provide the preliminary report. If you wish to vote, please do so now. Since everyone has had the opportunity to vote, it is now 7:40 A.M. Pacific Daylight Time, and I hereby declare that the polls are closed with respect to each matter to be voted on at the meeting. The Inspector of Election will now tabulate the votes. The Inspector of Election has delivered their preliminary report, and I will now announce the preliminary results based on the current tabulation of the votes. First, each of the three nominees for Class II Director has been elected as a Class II Director of the company to serve until the 2029 Annual Meeting of Stockholders and until their respective successor is duly elected and qualified, or until their earlier death, resignation, or removal. Second, the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm has been ratified. Third, the amendment to the company's amended and restated certificate of incorporation to provide for exculpation of the company's officers was not approved. Fourth, the adjournment of the 2026 Annual Meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies in the event there are not sufficient votes in favor of the proposal to amend the company's amended and restated certificate of incorporation to provide for officer exculpation, or if there are not sufficient shares present to establish a quorum, has been approved. These are the preliminary results of the voting. The final report of the Inspector of Election will be filed with the records at this meeting, and the results of the voting will be reported on a current report on Form 8-K to be filed with the Securities and Exchange Commission within four business days of this meeting. Thank you. Although the proposal to amend the company's Amended and Restated Certificate of Incorporation to provide for officer exculpation has not been approved, the company has decided not to adjourn the 2026 Annual Meeting to solicit additional votes in favor of the officer exculpation proposal. The company may bring the officer exculpation proposal back to stockholders at a later stockholders meeting. That concludes the business for this meeting. The meeting is now adjourned. We now will have a brief question- and- answer period. Please note that this question- and- answer session is limited to questions related to the proposals considered at today's meeting. Please follow the instructions provided on the virtual meeting screen to submit questions. No questions have been submitted. The question- and- answer period is now closed. On behalf of the Board of Directors and Officers of Caribou Biosciences, we thank you for attending today's annual meeting of stockholders. The meeting has officially concluded. Again, thank you for attending today. You may now disconnect your lines