Senti Biosciences (SNTI) holder NEA discloses 3.78M-share, 12.1% stake

Rhea-AI Filing Summary

New Enterprise Associates 15, L.P. and affiliated entities report an updated ownership position in Senti Biosciences, Inc. They beneficially own 3,775,615 shares of Senti’s common stock, representing 12.1% of the outstanding shares based on 31,144,497 shares outstanding as of March 19, 2026. The filing states that this Amendment No. 3 is being made because their percentage ownership decreased by more than 1% due to an increase in Senti’s shares outstanding, not because of recent share sales or purchases. NEA 15 acquired the shares for investment purposes and may buy or sell additional shares in the future depending on market conditions and its evaluation of the company, but it currently has no specific plans for corporate actions such as mergers, board changes, or major asset sales.

Key Figures

NEA 15 Shares Owned: 3,775,615 shares Beneficial Ownership Percentage: 12.1% Shares Outstanding: 31,144,497 shares +1 more

4 metrics

NEA 15 Shares Owned 3,775,615 shares Record ownership of Senti Biosciences common stock by NEA 15

Beneficial Ownership Percentage 12.1% Percent of Senti common stock beneficially owned by each reporting person

Shares Outstanding 31,144,497 shares Senti common stock outstanding as of March 19, 2026

Schedule 13D Amendment Number Amendment No. 3 Latest amendment to NEA’s Schedule 13D on Senti Biosciences

Key Terms

beneficial ownership, Schedule 13D, NEA 15 Shares, power to vote or to direct the vote, +1 more

5 terms

beneficial ownership financial

"This Amendment No. 3 is being filed to report that the beneficial ownership of Common Stock by the Reporting Persons has decreased"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Schedule 13D regulatory

"This Amendment No. 3 to amends and supplements the originally filed on July 15, 2022"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

NEA 15 Shares financial

"NEA 15 is the record owner of 3,775,615 shares of Common Stock (the "NEA 15 Shares")."

power to vote or to direct the vote financial

"sole power to vote or to direct the vote: See line 7 of cover sheets"

dispositive power financial

"sole power to dispose or to direct the disposition: See line 9 of cover sheets"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Senti Biosciences, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

81726A209

(CUSIP Number)

Stephanie Brecher
New Enterprise Associates, 1954 Greenspring Drive, Suite 600
Timonium, MD, 21093
(410)842-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/27/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 81726A209

1

Name of reporting person

New Enterprise Associates 15, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,775,615.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,775,615.00

11

Aggregate amount beneficially owned by each reporting person

3,775,615.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.1 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 81726A209

1

Name of reporting person

NEA Partners 15, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,775,615.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,775,615.00

11

Aggregate amount beneficially owned by each reporting person

3,775,615.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.1 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 81726A209

1

Name of reporting person

NEA 15 GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,775,615.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,775,615.00

11

Aggregate amount beneficially owned by each reporting person

3,775,615.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.1 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 81726A209

1

Name of reporting person

Forest Baskett

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,775,615.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,775,615.00

11

Aggregate amount beneficially owned by each reporting person

3,775,615.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 81726A209

1

Name of reporting person

Anthony A. Florence, Jr.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,775,615.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,775,615.00

11

Aggregate amount beneficially owned by each reporting person

3,775,615.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 81726A209

1

Name of reporting person

Mohamad H. Makhzoumi

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,775,615.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,775,615.00

11

Aggregate amount beneficially owned by each reporting person

3,775,615.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 81726A209

1

Name of reporting person

Scott D. Sandell

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,775,615.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,775,615.00

11

Aggregate amount beneficially owned by each reporting person

3,775,615.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value
(b)	Name of Issuer: Senti Biosciences, Inc.
(c)	Address of Issuer's Principal Executive Offices: 2 Corporate Drive, First Floor, South San Francisco, CALIFORNIA , 94080.
Item 1 Comment: This Amendment No. 3 ("Amendment No. 3") to Schedule 13D amends and supplements the Schedule 13D originally filed on July 15, 2022 (the "Schedule 13D"), Amendment No. 1 thereto filed on December 4, 2024 ("Amendment No. 1") and Amendment No. 2 thereto filed on March 10, 2025 ("Amendment No. 2") relating to the Common Stock of the Issuer. Certain terms used but not defined in this Amendment No. 3 have the meanings assigned thereto in the Schedule 13D (and Amendment No. 1 and Amendment No. 2 thereto). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Schedule 13D (and Amendment No. 1 and Amendment No. 2 thereto). This Amendment No. 3 is being filed to report that the beneficial ownership of Common Stock by the Reporting Persons (as defined below) has decreased by more than 1% as a result of an increase in the number of Common Stock outstanding.
Item 2.	Identity and Background
(a)	New Enterprise Associates 15, L.P. ("NEA 15"); NEA Partners 15, L.P. ("NEA Partners 15"), which is the sole general partner of NEA 15; and NEA 15 GP, LLC ("NEA 15 LLC" and together with NEA Partners 15, the "Control Entities"), which is the sole general partner of NEA Partners 15; and Forest Baskett ("Baskett"), Anthony A. Florence, Jr. ("Florence"), Mohamad H. Makhzoumi ("Makhzoumi") and Scott D. Sandell ("Sandell") (together, the "Managers"). The Managers are the managers of NEA 15 LLC. The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."
(b)	The address of the principal business office of each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett and Makhzoumi is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, CA 94025. The address of the principal business office of Florence is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10011.
(c)	The principal business of NEA 15 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 15 is to act as the sole general partner of NEA 15. The principal business of NEA 15 LLC is to act as the sole general partner of NEA Partners 15. The principal business of each of the Managers is to manage the Control Entities and a number of affiliated partnerships with similar businesses.
(d)	During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	NEA 15 LLC is a limited liability company organized under the laws of the State of Delaware. NEA 15 and NEA Partners 15 are limited partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
Item 3.	Source and Amount of Funds or Other Consideration
	Not applicable.
Item 4.	Purpose of Transaction
	NEA 15 acquired the NEA 15 Shares for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, NEA 15 and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above.
Item 5.	Interest in Securities of the Issuer
(a)	NEA 15 is the record owner of 3,775,615 shares of Common Stock (the "NEA 15 Shares"). As the general partner of NEA 15, NEA Partners 15 may be deemed to own beneficially the NEA 15 Shares. As the sole general partner of NEA Partners 15, NEA 15 LLC may be deemed to own beneficially the NEA 15 Shares. As members of NEA 15 LLC, each of the Managers may be deemed to own beneficially the NEA 15 Shares. Each Reporting Person disclaims beneficial ownership of the NEA 15 Shares other than those shares which such person owns of record. The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage was calculated based on the 31,144,497 shares of Common Stock reported by the Issuer to be outstanding as of March 19, 2026, as reported on the Issuer's Form 10-K filed with the Securities and Exchange Commission on March 27, 2026.
(b)	Regarding the number of shares as to which such person has: (i) sole power to vote or to direct the vote: See line 7 of cover sheets (ii) shared power to vote or to direct the vote: See line 8 of cover sheets (iii) sole power to dispose or to direct the disposition: See line 9 of cover sheets (iv) shared power to dispose or to direct the disposition: See line 10 of cover sheets.
(c)	None of the Reporting Persons has effected any transaction in the NEA 15 Shares during the last 60 days.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, NEA 15 Shares beneficially owned by any of the Reporting Persons.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 - Agreement regarding filing of joint Schedule 13D. Exhibit 2 - Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

New Enterprise Associates 15, L.P.

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer
Date:	03/31/2026

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	03/31/2026

NEA Partners 15, L.P.

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer
Date:	03/31/2026

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	03/31/2026

NEA 15 GP, LLC

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer
Date:	03/31/2026

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	03/31/2026

Forest Baskett

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Forest Baskett
Date:	03/31/2026

Anthony A. Florence, Jr.

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Anthony A. Florence Jr.
Date:	03/31/2026

Mohamad H. Makhzoumi

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi
Date:	03/31/2026

Scott D. Sandell

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Scott D. Sandell
Date:	03/31/2026

Comments accompanying signature:

This Amendment No. 3 to Schedule 13D was executed by Zachary Bambach on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

FAQ

How much of Senti Biosciences (SNTI) does New Enterprise Associates currently own?

New Enterprise Associates 15, L.P. is the record owner of 3,775,615 shares of Senti Biosciences common stock. This stake represents 12.1% of the company’s outstanding common shares, based on 31,144,497 shares reported outstanding as of March 19, 2026 in Senti’s Form 10-K.

Why did NEA file Amendment No. 3 to its Schedule 13D for Senti Biosciences (SNTI)?

The amendment was filed because NEA’s beneficial ownership percentage in Senti’s common stock decreased by more than 1%. This change resulted from an increase in the total number of Senti shares outstanding, rather than from NEA buying or selling shares during the reported period.

Did New Enterprise Associates trade Senti Biosciences (SNTI) shares in the last 60 days?

The filing states that none of the reporting persons has effected any transaction in the NEA 15 Shares during the last 60 days. The change in their ownership percentage comes from Senti’s higher share count, not from recent market purchases or sales by NEA.

Who are the reporting persons in the Senti Biosciences (SNTI) Schedule 13D/A filing?

The reporting persons are New Enterprise Associates 15, L.P., NEA Partners 15, L.P., NEA 15 GP, LLC, and individual managers Forest Baskett, Anthony A. Florence Jr., Mohamad H. Makhzoumi, and Scott D. Sandell. Collectively, they may be deemed to beneficially own the NEA 15 Shares.

What is NEA’s stated purpose for holding Senti Biosciences (SNTI) shares?

NEA 15 acquired its Senti Biosciences shares for investment purposes. The filing notes that, depending on market conditions and its evaluation of Senti’s business, NEA and other reporting persons may dispose of or acquire additional shares, but they currently have no specific plans for corporate control actions.

How was the 12.1% ownership figure in Senti Biosciences (SNTI) calculated for NEA?

The 12.1% beneficial ownership percentage for each reporting person is based on 31,144,497 Senti common shares outstanding. That outstanding share number comes from Senti’s Form 10-K, which reported the total as of March 19, 2026, and is used as the denominator for the calculation.