SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

PATEL DHAVALKUMAR DHIRAJLAL

(Last)

(First)

(Middle)

C/O SANA BIOTECHNOLOGY, INC.

188 EAST BLAINE STREET, SUITE 350

(Street)

SEATTLE

WASHINGTON

98102

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/24/2026

3. Issuer Name and Ticker or Trading Symbol
Sana Biotechnology, Inc. [ SANA ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Scientific Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	99,510	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	08/25/2034	Common Stock	515,000	$5.84	D
Stock Option (Right to Buy)	⁽²⁾	03/05/2035	Common Stock	375,000	$2.55	D
Stock Option (Right to Buy)	⁽³⁾	03/04/2036	Common Stock	506,250	$3.41	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	375,000	⁽⁴⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	62,500	⁽⁴⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	112,500	⁽⁴⁾	D

Explanation of Responses:

1. The option vested as to 25% of the shares underlying the option on August 26, 2025 and the remainder vests in 36 equal monthly installments thereafter, provided that the reporting person provides continuous service to Sana Biotechnology, Inc. ("Sana") as an employee, consultant, director or officer of Sana through each such date.

2. The option vested as to 25% of the shares underlying the option on March 6, 2026 and the remainder vests in 36 equal monthly installments thereafter, provided that the reporting person provides continuous service to Sana as an employee, consultant, director or officer of Sana through each such date.

3. The option vests and becomes exercisable as to 25% of the underlying shares on March 5, 2027 and in 36 equal monthly installments thereafter, provided that the reporting person provides continuous service to Sana as an employee, consultant, director or officer of Sana through each such date.

4. Each restricted stock unit represents a contingent right to receive one share of Sana common stock.

5. The award vested as to 25% of the restricted stock units on August 26, 2025 and the remaining restricted stock units will vest in three equal installments on each of August 26, 2026, 2027 and 2028, provided that the reporting person provides continuous service to Sana as an employee, consultant, director or officer of Sana through each such date.

6. The award vested as to 25% of the restricted stock units on March 6, 2026 and the remaining restricted stock units will vest in three equal installments on each of March 6, 2027, 2028 and 2029, provided that the reporting person provides continuous service to Sana as an employee, consultant, director or officer of Sana through each such date.

7. The restricted stock units vest in four equal installments on each of March 5, 2027, 2028, 2029 and 2030, provided that the reporting person provides continuous service to Sana as an employee, consultant, director or officer of Sana through each such date.

Remarks:

	/s/ Aaron M. Grossman, Attorney-in-Fact for Dhavalkumar Dhirajlal Patel	03/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)