Management Change/Compensation Form 8 K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 2, 2024 (the "Effective Date"), the Board of Directors (the "Board") of Omega Therapeutics, Inc. (the "Company") elected Robert L. Rosiello as a Class I director of the Company, effective immediately.

Mr. Rosiello is eligible to participate in the Company's Non-Employee Director Compensation Program, including receipt of an annual retainer of $35,000 for his Board service, and an initial award of an option to purchase 50,000 shares of the Company's common stock (the "Initial Award"). The Initial Award has an exercise price equal to $1.09 per share, the fair market value of a share of the Company's common stock on the Effective Date, and will vest and become exercisable in 36 substantially equal monthly installments after the Effective Date, such that the Initial Award shall be vested and exercisable as to all shares on the third anniversary of the Effective Date, subject to Mr. Rosiello's continued service with the Company. Mr. Rosiello has also entered into the Company's standard indemnification agreement for directors and officers.

There is no arrangement or understanding between Mr. Rosiello and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship between either of Mr. Rosiello and any of the Company's other directors or executive officers. Mr. Rosiello has no material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K.