{"filing":{"accession_number":"0001628280-26-048248","cik":"0001854270","ticker":"SNTI","company_name":"Senti Biosciences Holdings, Inc.","form":"8-K","filing_date":"2026-07-15","report_date":null,"primary_document":"snti-20260714.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1854270/000162828026048248/snti-20260714.htm"},"events":[{"id":18017,"run_id":16171,"accession_number":"0001628280-26-048248","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.96,"summary":"Senti Biosciences entered into an Agreement and Plan of Merger on July 14, 2026, whereby a newly formed company controlled by Celadon Partners will acquire substantially all of the company's Gene-Circuit-enabled pipeline assets (including SENTI-202) in exchange for a contingent value right with up to $60 million in milestone payments. The transaction constitutes a material change of control, with Celadon beneficially owning 54.6% to 77.5% of the company's common stock post-closing, and requires stockholder approval.","company_name":"Senti Biosciences Holdings, Inc.","ticker":"SNTI","filing_date":"2026-07-15","form":"8-K","submitted_at":null,"items":[{"id":16698,"accession_number":"0001628280-26-048248","item_number":"1.01","item_title":"Entry Into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses entry into an Agreement and Plan of Merger on July 14, 2026, whereby Celadon Partners' affiliate will acquire substantially all of Senti Biosciences' existing business and pipeline through a merger transaction. This is a material acquisition/change of control transaction subject to stockholder approval, with the company retaining only certain intellectual property and early-stage programs while the bulk of its business transfers to the private acquirer. The transaction structure, contingent value rights, and strategic implications are clearly material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-15T11:33:52.464299+00:00","company_name":"","ticker":null,"filing_date":""},{"id":16699,"accession_number":"0001628280-26-048248","item_number":"2.02","item_title":"Results of Operations and Financial Condition.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 2.02 disclosure is accompanied by a press release (EX-99.1) announcing a strategic transaction in which a NewCo controlled by Celadon will acquire Senti's Gene-Circuit-enabled pipeline assets (including SENTI-202) in exchange for a contingent value right with up to $60 million in milestone payments. This is a material acquisition/disposition of a substantial portion of the company's pipeline assets, constituting a change in the company's business focus and structure. The transaction requires stockholder approval and is subject to customary closing conditions, making it a material M\u0026A activity disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-15T11:33:52.464299+00:00","company_name":"","ticker":null,"filing_date":""},{"id":16700,"accession_number":"0001628280-26-048248","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses a change in control resulting from a strategic transaction in which a newly formed company controlled by Celadon (the Company's largest investor) will acquire the Company's Gene-Circuit-enabled pipeline assets including SENTI-202 in exchange for a contingent value right. The Merger Agreement was executed on July 14, 2026, and upon closing, Parent would merge with Midco. The filing explicitly states that Celadon would beneficially own 54.6% to 77.5% of the Company's common stock depending on the amount of additional notes issued and exchanged. This constitutes a material acquisition/change of control transaction under Item 1.01/5.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-15T11:33:52.464299+00:00","company_name":"","ticker":null,"filing_date":""},{"id":16701,"accession_number":"0001628280-26-048248","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses entry into a Merger Agreement whereby a NewCo controlled by Celadon will acquire Senti Biosciences Holdings' Gene-Circuit-enabled pipeline assets (including SENTI-202) in exchange for a contingent value right with up to $60 million in milestone payments. This is a material acquisition/disposition transaction involving a spin-off and transfer of significant assets, clearly falling under Item 1.01 (Combinations of Registrants) or Item 2.01 (Completion of Acquisition or Disposition of Assets) category, disclosed via Item 7.01 Regulation FD Disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-15T11:33:52.464299+00:00","company_name":"","ticker":null,"filing_date":""},{"id":16702,"accession_number":"0001628280-26-048248","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 8.01 disclosure describes a strategic transaction in which a newly formed company controlled by Celadon will acquire Senti's Gene-Circuit-enabled pipeline assets (including SENTI-202) in exchange for a contingent value right with up to $60 million in milestone payments. This constitutes a material disposition/spin-off transaction. The press release (EX-99.1) explicitly announces \"a strategic transaction designed to sharpen its focus\" and describes the spin-off structure, confirming this is a material M\u0026A activity requiring stockholder approval and affecting the company's strategic direction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-15T11:33:52.464299+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":16698,"accession_number":"0001628280-26-048248","item_number":"1.01","item_title":"Entry Into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses entry into an Agreement and Plan of Merger on July 14, 2026, whereby Celadon Partners' affiliate will acquire substantially all of Senti Biosciences' existing business and pipeline through a merger transaction. This is a material acquisition/change of control transaction subject to stockholder approval, with the company retaining only certain intellectual property and early-stage programs while the bulk of its business transfers to the private acquirer. The transaction structure, contingent value rights, and strategic implications are clearly material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-15T11:33:52.464299+00:00","company_name":"Senti Biosciences Holdings, Inc.","ticker":"SNTI","filing_date":"2026-07-15"},{"id":16699,"accession_number":"0001628280-26-048248","item_number":"2.02","item_title":"Results of Operations and Financial Condition.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 2.02 disclosure is accompanied by a press release (EX-99.1) announcing a strategic transaction in which a NewCo controlled by Celadon will acquire Senti's Gene-Circuit-enabled pipeline assets (including SENTI-202) in exchange for a contingent value right with up to $60 million in milestone payments. This is a material acquisition/disposition of a substantial portion of the company's pipeline assets, constituting a change in the company's business focus and structure. The transaction requires stockholder approval and is subject to customary closing conditions, making it a material M\u0026A activity disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-15T11:33:52.464299+00:00","company_name":"Senti Biosciences Holdings, Inc.","ticker":"SNTI","filing_date":"2026-07-15"},{"id":16700,"accession_number":"0001628280-26-048248","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses a change in control resulting from a strategic transaction in which a newly formed company controlled by Celadon (the Company's largest investor) will acquire the Company's Gene-Circuit-enabled pipeline assets including SENTI-202 in exchange for a contingent value right. The Merger Agreement was executed on July 14, 2026, and upon closing, Parent would merge with Midco. The filing explicitly states that Celadon would beneficially own 54.6% to 77.5% of the Company's common stock depending on the amount of additional notes issued and exchanged. This constitutes a material acquisition/change of control transaction under Item 1.01/5.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-15T11:33:52.464299+00:00","company_name":"Senti Biosciences Holdings, Inc.","ticker":"SNTI","filing_date":"2026-07-15"},{"id":16701,"accession_number":"0001628280-26-048248","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses entry into a Merger Agreement whereby a NewCo controlled by Celadon will acquire Senti Biosciences Holdings' Gene-Circuit-enabled pipeline assets (including SENTI-202) in exchange for a contingent value right with up to $60 million in milestone payments. This is a material acquisition/disposition transaction involving a spin-off and transfer of significant assets, clearly falling under Item 1.01 (Combinations of Registrants) or Item 2.01 (Completion of Acquisition or Disposition of Assets) category, disclosed via Item 7.01 Regulation FD Disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-15T11:33:52.464299+00:00","company_name":"Senti Biosciences Holdings, Inc.","ticker":"SNTI","filing_date":"2026-07-15"},{"id":16702,"accession_number":"0001628280-26-048248","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 8.01 disclosure describes a strategic transaction in which a newly formed company controlled by Celadon will acquire Senti's Gene-Circuit-enabled pipeline assets (including SENTI-202) in exchange for a contingent value right with up to $60 million in milestone payments. This constitutes a material disposition/spin-off transaction. The press release (EX-99.1) explicitly announces \"a strategic transaction designed to sharpen its focus\" and describes the spin-off structure, confirming this is a material M\u0026A activity requiring stockholder approval and affecting the company's strategic direction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-15T11:33:52.464299+00:00","company_name":"Senti Biosciences Holdings, Inc.","ticker":"SNTI","filing_date":"2026-07-15"}]}