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PULM 2022 Proxy Statement

99 Hayden Avenue Suite 390 Lexington, Massachusetts 02421 (781) 357-2333 April 29, 2022 Dear Stockholder: You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Pulmatrix, Inc., a Delaware corporation (“the Company”). The meeting will be held on Wednesday, June 15, 2022 at 8:30 a.m., Eastern Time. In light of the COVID-19 pandemic, for the safety of all, including our stockholders, we have determined that the Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. To participate in the Annual Meeting virtually via the Internet, please visit www.proxydocs.com/PULM. In order to attend, you must register in advance at www.proxydocs.com/PULM prior to the deadline of June 14, 2022 at 5:00 p.m., Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and to submit questions prior to the deadline of June 14, 2022 at 5:00 p.m., Eastern Time. You will not be able to attend the Annual Meeting in person. We are distributing our proxy materials to certain stockholders via the Internet under the U.S. Securities and Exchange Commission (the “SEC”) “Notice and Access” rules. We believe this approach allows us to provide stockholders with a timely and convenient way to receive proxy materials and vote, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) beginning on or about April 29, 2022. This is rather than mailing to all stockholders a paper copy of the Proxy Statement, the proxy card and our 2021 Annual Report, which includes our annual report on Form 10-K for the fiscal year ended December 31, 2021. The Notice of Internet Availability contains instructions on how to access all the proxy materials, vote and obtain, if desired, a paper copy of the proxy materials. Your vote is very important, regardless of the number of shares of our voting securities that you own. Whether or not you expect to attend the virtual Annual Meeting, after receiving the Notice of Internet Availability please vote as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. Only stockholders who held shares at the close of business on the record date, Monday, April 18, 2022 may vote at the Annual Meeting. As an alternative to voting online during the Annual Meeting, you may vote in advance of the Annual Meeting, via the Internet, by telephone, or by signing, dating and returning the proxy card that is mailed to those that request paper copies of the Proxy Statement and the other proxy materials. If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the meeting and vote in person. Failure to do so may result in your shares not being eligible to be voted by proxy at the Annual Meeting. On behalf of the Board of Directors, I urge you to submit your vote as soon as possible, even if you currently plan to attend the meeting virtually. Thank you for your support of our company. I look forward to your virtual participation at the Annual Meeting. Sincerely, /s/ Teofilo Raad Teofilo Raad Chief Executive Officer and President

PULMATRIX, INC. 99 Hayden Avenue Suite 390 Lexington, Massachusetts 02421 (781) 357-2333 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held June 15, 2022 The Annual Meeting will be held on Thursday, June 15, 2022, at 8:30 a.m., Eastern Time, to be conducted in a virtual format only via live audio webcast at www.proxydocs.com/PULM. There is no physical location for the 2022 Annual Meeting. Annual Meeting Proposals Recommendation of the Board (1) Election of two directors to serve as Class II directors on our Board of Directors to serve until our 2025 Annual Meeting of Stockholders or until successors have been duly elected and qualified. FOR Each of the nominees (2) Ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the 2022 fiscal year. FOR (3) Such other business as may arise and that may properly be conducted at the Annual Meeting or any adjournment or postponement thereof. Stockholders are referred to the Proxy Statement for more detailed information with respect to the matters to be considered at the Annual Meeting. The Board of Directors has fixed the close of business on April 18, 2022, as the record date (the “Record Date”) for the Annual Meeting. Only holders of record of shares of our common stock on the Record Date are entitled to receive notice of the Annual Meeting and to vote at the Annual Meeting or at any postponement(s) or adjournment(s) of the Annual Meeting. A complete list of registered stockholders entitled to vote at the Annual Meeting will be available for inspection at our offices during regular business hours for the ten (10) calendar days prior to the Annual Meeting and online during the Annual Meeting. YOUR VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT. If your shares are registered in your name, even if you plan to attend the Annual Meeting or any postponement or adjournment of the Annual Meeting virtually, we request that you complete, date, sign and mail the form of proxy in accordance with the instructions set out in the form of proxy and in the Proxy Statement to ensure that your shares will be represented at the Annual Meeting or to vote online in advance of the Annual Meeting. If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials, or vote online, in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the Annual Meeting virtually and vote during the meeting. Failure to do so may result in your shares not being eligible to be voted by proxy at the Annual Meeting. By Order of the Board of Directors, /s/ Teofilo Raad Teofilo Raad Chief Executive Officer and President April 29, 2022

TABLE OF CONTENTS Page ABOUT THE ANNUAL MEETING .............................................................................................................................. 2 PROPOSAL 1: ELECTION OF DIRECTORS ............................................................................................................... 7 CORPORATE GOVERNANCE ..................................................................................................................................... 10 Code of Corporate Conduct and Ethics and Whistleblower Policy ............................................................................. 10 Board Composition ...................................................................................................................................................... 10 Director Independence ................................................................................................................................................. 10 Board Committees, Meetings and Attendance............................................................................................................. 11 Director Nominations .................................................................................................................................................. 13 Board Leadership Structure and Role in Risk Oversight ............................................................................................. 14 Communications with Directors .................................................................................................................................. 14 Family Relationships ................................................................................................................................................... 14 Involvement in Certain Legal Proceedings .................................................................................................................. 14 Anti-Hedging Policy .................................................................................................................................................... 14 DIRECTOR COMPENSATION ..................................................................................................................................... 15 STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT........................................... 17 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ............................................................................ 18 EXECUTIVE COMPENSATION................................................................................................................................... 19 AUDIT COMMITTEE MATTERS................................................................................................................................. 31 Audit Committee Report.............................................................................................................................................. 31 Fees to Independent Registered Public Accounting Firm............................................................................................ 32 Pre-Approval Policies and Procedures......................................................................................................................... 32 PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF MARCUM LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2022 FISCAL YEAR ....................................................... 33 OTHER BUSINESS ........................................................................................................................................................ 34 DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS................................................... 35 SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS ..................................................................................... 36

1 PULMATRIX, INC. 99 Hayden Avenue Suite 390 Lexington, Massachusetts 02421 (781) 357-2333 PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS To Be Held June 15, 2022 Unless the context otherwise requires, references in this Proxy Statement to “we,” “us,” “our,” “the Company,” or “Pulmatrix” refer to Pulmatrix, Inc., a Delaware corporation, and its consolidated subsidiaries as a whole. In addition, unless the context otherwise requires, references to “stockholders” are to the holders of our common stock, par value $0.0001 per share. The accompanying proxy is solicited by the Board of Directors (the “Board”) on behalf of Pulmatrix, Inc. to be voted at the 2022 annual meeting of stockholders of the Company (the “Annual Meeting”) to be held on June 15, 2022, at the time and place and for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders (the “Notice”) and at any adjournment(s) or postponement(s) of the Annual Meeting. This Proxy Statement and accompanying form of proxy are dated April 29, 2022 and are expected to be first sent or given to stockholders on or about April 29, 2022. The executive offices of the Company are located at, and the mailing address of the Company is 99 Hayden Avenue, Suite 390, Lexington, Massachusetts 02421. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 15, 2022: As permitted by the “Notice and Access” rules of the U.S. Securities and Exchange Commission (the “SEC”), we are making this Proxy Statement, a form of the proxy card, and our Annual Report available to stockholders electronically via the Internet at the following website: www.proxydocs.com/PULM. On or about April 29, 2022, we commenced mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) that contains instructions on how stockholders may access and review all of the proxy materials and how to vote. Also, on or about April 29, 2022, we began mailing printed copies of the proxy materials to stockholders that previously requested printed copies. If you received a Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability.

2 ABOUT THE ANNUAL MEETING What is a proxy? A proxy is another person that you legally designate to vote your stock. If you designate someone as your proxy in a written document, that document is also called a “proxy” or a “proxy card.” If you are a “street name” holder, you must obtain a proxy from your broker or nominee in order to vote your shares during the Annual Meeting. What is a proxy statement? A proxy statement is a document that regulations of the SEC require that we give to you when we ask you to sign a proxy card to vote your stock at the Annual Meeting. Why did I receive a Notice of Internet Availability of Proxy Materials instead of paper copies of the proxy materials? We are using the SEC’s Notice and Access model (“Notice and Access”), which allows us to deliver proxy materials over the Internet, as the primary means of furnishing proxy materials. We believe Notice and Access provides stockholders with a convenient method to access the proxy materials and vote, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials. On or about April 29, 2022, we began mailing to stockholders a Notice of Internet Availability containing instructions on how to access our proxy materials on the Internet and how to vote online. The Notice of Internet Availability is not a proxy card and cannot be used to vote your shares, however the information contained in the document can help you effect your vote. If you received a Notice of Internet Availability this year, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the Notice of Internet Availability. What is the purpose of the Annual Meeting? At our Annual Meeting, stockholders will act upon the matters outlined in the Notice, which include the following: (1) Election of two directors to serve as Class II directors on our Board of Directors to serve until our 2025 Annual Meeting of Stockholders or until successors have been duly elected and qualified (“Proposal 1”). (2) Ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the 2022 fiscal year (“Proposal 2”). (3) Such other business as may arise and that may properly be conducted at the Annual Meeting or any adjournment or postponement thereof. What should I do if I receive more than one set of voting materials? You may receive more than one Notice of Internet Availability (or, if you requested a printed copy of the proxy materials, this Proxy Statement and the proxy card) or voting instruction card. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Similarly, if you are a stockholder of record and hold shares in a brokerage account, you will receive a Notice of Internet Availability (or, if you requested a printed copy of the proxy materials, a proxy card) for shares held in your name and a voting instruction card for shares held in “street name.” Please follow the separate voting instructions that you received for your shares of common stock held in each of your different accounts to ensure that all of your shares are voted. What is the record date and what does it mean? The record date to determine the stockholders entitled to notice of and to vote at the Annual Meeting is the close of business on April 18, 2022 (the “Record Date”). The Record Date is established by the Board as required by Delaware law. On the Record Date, 3,387,172 shares of common stock were issued and outstanding. Who is entitled to vote at the Annual Meeting? Holders of common stock at the close of business on the Record Date may vote at the Annual Meeting.

3 What are the voting rights of the stockholders? Each holder of common stock is entitled to one vote per share of common stock on each matter to be acted upon at the Annual Meeting. Our Amended and Restated Certificate of Incorporation prohibits cumulative voting rights. The presence, in person or by proxy, of the holders of one-third of the voting power of the issued and outstanding shares of common stock entitled to vote at the Annual Meeting is necessary to constitute a quorum to transact business. If a quorum is not present or represented at the Annual Meeting, the Chairman of the meeting may adjourn the meeting from time to time to another place, if any, date or time. What is the difference between a stockholder of record and a “street name” holder? If your shares are registered directly in your name with VStock Transfer, LLC, the Company’s stock transfer agent, you are considered the stockholder of record with respect to those shares. The Notice of Internet Availability has been sent directly to you by the Company. If your shares are held in a stock brokerage account or by a bank or other nominee, the nominee is considered the record holder of those shares. You are considered the beneficial owner of these shares, and your shares are held in “street name.” The Notice of Internet Availability has been forwarded to you by your nominee. As the beneficial owner, you have the right to direct your nominee concerning how to vote your shares by using the voting instructions the nominee included in the mailing or by following such nominee’s instructions for voting. What is a broker non-vote? Broker non-votes occur when shares are held indirectly through a broker, bank or other intermediary on behalf of a beneficial owner (referred to as held in “street name”) and the broker submits a proxy but does not vote for a matter because the broker has not received voting instructions from the beneficial owner and (i) the broker does not have discretionary voting authority on the matter or (ii) the broker chooses not to vote on a matter for which it has discretionary voting authority. Under the rules of the New York Stock Exchange (the “NYSE”) that govern how brokers may vote shares for which they have not received voting instructions from the beneficial owner, brokers are permitted to exercise discretionary voting authority only on “routine” matters when voting instructions have not been timely received from a beneficial owner. Proposal 2 is considered a “routine matter.” Therefore, if you do not provide voting instructions to your broker regarding such proposal, your broker will be permitted to exercise discretionary voting authority to vote your shares on such proposal. In the absence of specific instructions from you, your broker does not have discretionary authority to vote your shares with respect to Proposal 1. How do I vote my shares? If you are a record holder, you may vote your shares at the Annual Meeting in person or by proxy. To vote in person by virtually attending the Annual Meeting, or to vote by proxy, you may choose one of the following methods to vote your shares: ● During the meeting: you may vote in person by virtually attending the Annual Meeting through www.proxydocs.com/PULM. To attend the Annual Meeting virtually, you must register in advance at www.proxydocs.com/PULM prior to the deadline of June 14, 2022 at 5:00 p.m., Eastern Time. Please have your Stockholder Control Number, which can be found on the Notice of Internet Availability or proxy card that is sent to you, when you vote online during the Annual Meeting. ● Via Internet: as prompted by the menu found at www.proxypush.com/PULM, follow the instructions to obtain your records and submit an electronic ballot. Please have your Stockholder Control Number, which can be found on the Notice of Internet Availability or proxy card that is sent to you, when you access this voting site. ● Via telephone: call 1-866-243-5096 and then follow the voice instructions. Please have your Stockholder Control Number, which can be found on the Notice of Internet Availability or proxy card that is sent to you, when you call. ● Via mail: if you requested printed proxy materials as provided in the Notice of Internet Availability and would like to vote by mail, complete and sign the accompanying proxy card and return it in the postage-paid envelope provided. If you submit a signed proxy without indicating your vote, the person voting the proxy will vote your shares according to the Board’s recommendation.

4 The proxy is fairly simple to complete, with specific instructions on the electronic ballot, telephone or card. By completing and submitting it, you will direct the designated persons (known as “proxies”) to vote your stock at the Annual Meeting in accordance with your instructions. The Board has appointed Teofilo Raad to serve as the proxy for the Annual Meeting. Your proxy will be valid only if you complete and return it before the Annual Meeting. If you properly complete and transmit your proxy but do not provide voting instructions with respect to a proposal, then the designated proxy will vote your shares “FOR” the election of Teofilo Raad and Richard Batycky, Ph.D. as Class II directors and “FOR” Proposal 2 as to which you provide no voting instructions in accordance with the Board’s recommendation. We do not anticipate that any other matters will come before the Annual Meeting, but if any other matters properly come before the meeting, then the designated proxy will vote your shares in accordance with applicable law and their judgment. If you hold your shares in “street name,” your bank, broker or other nominee should provide to you a request for voting instructions along with the Company’s proxy solicitation materials. By completing the voting instruction card, you may direct your nominee how to vote your shares. If you partially complete the voting instruction but fail to complete one or more of the voting instructions, then your nominee may be unable to vote your shares with respect to the proposal as to which you provided no voting instructions. See “What is a broker non-vote?” Alternatively, if you want to vote your shares in person virtually at the Annual Meeting, you must register in advance at www.proxydocs.com/PULM prior to the deadline of June 14, 2022 at 5:00 p.m., Eastern Time. Please have your Stockholder Control Number, which can be found on the voter instruction form, when you access the website. You will be required to obtain a legal proxy from your broker, bank or other nominee and submit a copy in advance of the Annual Meeting. Further instructions will be provided to you as part of the registration process. Note that a broker letter that identifies you as a stockholder is not the same as a nominee-issued proxy. If you fail to register prior to the deadline of June 14, 2022 at 5:00 p.m., Eastern Time, and obtain a legal proxy from your bank, broker or other nominee, you will not be able to vote your nominee-held shares during the Annual Meeting. Who counts the votes? All votes will be tabulated by Mediant Communications, Inc., the inspector of election appointed for the Annual Meeting. Each proposal will be tabulated separately. Can I vote my shares in person virtually at the Annual Meeting? Yes. If you are a stockholder of record, you may vote your shares virtually during the meeting by following the instructions under “How do I vote my shares?”. If you hold your shares in “street name,” you may vote your shares in person virtually during the meeting by following the instructions under “How do I vote my shares?” Even if you currently plan to attend virtually the Annual Meeting, we recommend that you also return your proxy or voting instructions as described above so that your votes will be counted if you later decide not to attend virtually the Annual Meeting or are unable to attend. What are my choices when voting? When you cast your vote on: Proposal 1: You may vote for all director nominees or may withhold your vote as to one or more director nominees. Proposal 2: You may vote for the proposal, against the proposal or abstain from voting on the proposal. What are the Board’s recommendations on how I should vote my shares? The Board recommends that you vote your shares as follows: “FOR” the election of Teofilo Raad and Richard Batycky, Ph.D. as Class II directors. “FOR” Proposal 2

5 What if I do not specify how I want my shares voted? If you are a record holder who returns a completed proxy that does not specify how you want to vote your shares on one or more proposals, the proxies will vote your shares for each proposal as to which you provide no voting instructions, and such shares will be voted in the following manner: “FOR” the election of Teofilo Raad and Richard Batycky, Ph.D. as Class II directors. “FOR” Proposal 2. If you are a “street name” holder and do not provide voting instructions on one or more proposals, your bank, broker or other nominee will be unable to vote those shares with respect to Proposal 1 but will be able to vote those shares with respect to Proposal 2. See “What is a broker non-vote?” Can I change my vote? Yes. If you are a record holder, you may revoke your proxy at any time before it is voted at the Annual Meeting by any of the following means: ● Virtually attending the Annual Meeting and voting again online during the Annual Meeting. Your virtual attendance at the Annual Meeting will not by itself revoke a proxy. You must vote your shares online during the Annual Meeting to revoke your proxy. ● Completing and submitting a new valid proxy bearing a later date. ● Voting again on a later date via the Internet or by telephone (only your latest Internet or telephone proxy that is submitted prior to the Annual Meeting will be counted). ● Giving written notice of revocation to the Company addressed to Jingling Wang, Director of Accounting, at the Company’s address above, which notice must be received before 5:00 p.m., Eastern Time, on June 14, 2022. If you are a “street name” holder, your bank, broker or other nominee should provide instructions explaining how you may change or revoke your voting instructions. What votes are required to approve each proposal? Assuming the presence of a quorum, with respect to Proposal 1, the affirmative vote of the holders of a plurality of the votes cast at the Annual Meeting is required for the election of the director nominees, i.e., the two director nominees who receive the most votes will be elected. Assuming the presence of a quorum, approval of Proposal 2 will require the affirmative vote of a majority of the votes cast for or against the proposal. How are abstentions and broker non-votes treated? Any stockholder who is present at the Annual Meeting, either in person, which would include virtual attendance at the Annual Meeting, or by proxy, who abstains from voting, will still be counted for purposes of determining whether a quorum exists for the meeting. If you hold your shares in “street name” and you do not instruct your bank, broker or other nominee how to vote, your shares will be included in the determination of the number of shares present at the Annual Meeting for determining a quorum at the meeting but may constitute broker non-votes, resulting in no votes being cast on your behalf with respect to certain proposals. See “What is a broker non-vote?” An abstention or failure to instruct your broker how to vote with respect to Proposal 1 will not be counted as an affirmative or negative vote in the election of directors and will have no effect on the outcome of the vote with respect to Proposal 1. An abstention or broker non-vote with respect to Proposal 2 will likewise not be counted as an affirmative or negative vote against the proposal and will have no effect on the outcome of the vote on such proposals. Brokers who have not received voting instructions from the beneficial owner do not have discretionary authority to vote on the election of directors in Proposal 1. Therefore, broker non-votes will not be considered in the vote totals with respect to Proposal 1 and will have no effect on the vote regarding the election of directors. However, if you do not give your broker specific instructions on how to vote your shares with respect to Proposal 2, your broker may vote your shares at its discretion.

6 Do I have any dissenters’ or appraisal rights with respect to any of the matters to be voted on at the Annual Meeting? No. None of our stockholders has any dissenters’ or appraisal rights with respect to the matters to be voted on at the Annual Meeting. What are the solicitation expenses and who pays the cost of this proxy solicitation? Our Board is asking for your proxy and we will pay all of the costs of asking for stockholder proxies. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding solicitation material to the beneficial owners of common stock and collecting voting instructions. We may use officers and employees of the Company to ask for proxies, as described below. Is this Proxy Statement the only way that proxies are being solicited? No. In addition to the solicitation of proxies by use of the Notice of Internet Access, we have engaged Kingsdale Advisors (“Kingsdale”), the proxy solicitation firm hired by the Company, at an approximate cost of $20,000, to solicit proxies on behalf of our Board. Kingsdale may solicit the return of proxies, either by mail, telephone, telecopy, e-mail or through personal contact. The fees of Kingsdale as well as the reimbursement of expenses of Kingsdale will be borne by us. Our officers, directors, and employees may also solicit the return of proxies, either by mail, telephone, telecopy, e-mail or through personal contact. These officers, directors, and employees will not receive additional compensation for their efforts but will be reimbursed for out-ofpocket expenses. Brokerage houses and other custodians, nominees and fiduciaries, in connection with shares of the common stock registered in their names, will be requested to forward solicitation material to the beneficial owners of shares of common stock. Are there any other matters to be acted upon at the Annual Meeting? Management does not intend to present any business at the Annual Meeting for a vote other than the matters set forth in the Notice and has no information that others will do so. If other matters requiring a vote of the stockholders properly come before the Annual Meeting, it is the intention of the persons named in the form of proxy to vote the shares represented by the proxies held by them in accordance with applicable law and their judgment on such matters. Where can I find voting results? We expect to publish the voting results in a current report on Form 8-K, which we expect to file with the SEC within four business days after the Annual Meeting. Who can help answer my questions? The information provided above in this “Question and Answer” format is for your convenience only and is merely a summary of the information contained in this Proxy Statement. We urge you to carefully read this entire Proxy Statement, including the documents we refer to in this Proxy Statement. If you have any questions, or need additional materials, please feel free to contact our Proxy Solicitation Agent, Kingsdale Advisors by calling toll-free at (877) 659-1820, or via e-mail at contactus@kingsdaleadvisors.com.

7 PROPOSAL 1: ELECTION OF DIRECTORS Our Board is currently composed of six individuals divided into three classes equal in number, with the term of office of one class expiring each year. On April 2, 2021, Amit D. Munshi, a Class I director, resigned from the Board. Following Mr. Munshi’s resignation, the Board reduced the number of directors from seven to six with two directors in each of Class I, Class II and Class III. On July 23, 2021, Mark Iwicki, a Class III director, resigned from the Board. Also on July 23, 2021, the Board appointed Anand Varadan to the Board, effective as of July 26, 2021, to serve as a Class III director for a term expiring at our 2023 annual meeting of stockholders or until his successor is duly elected and qualified, or his earlier death, resignation, or removal. Accordingly, this year, the Board has nominated two nominees for re-election as Class II directors: Teofilo Raad and Richard Batycky, Ph. D., whose terms will expire at the Annual Meeting. The class and current term of each director is as follows. Class and Term Expiration Directors Age Class II Teofilo Raad 52 (2022) Richard Batycky, Ph.D. 54 Class III Michael J. Higgins 59 (2023) Anand Varadan 55 Class I Todd Bazemore 51 (2024) Christopher Cabell, M.D. 53 At the Annual Meeting, our stockholders will consider and vote upon the re-election of Teofilo Raad and Richard Batycky, Ph. D., (collectively, the “Company Nominees”) to serve as Class II directors. If re-elected, these Company Nominees will serve for a three-year term that will expire at our 2025 annual meeting of stockholders. Our Board believes that all of our current directors, including the two nominees for election, possess personal and professional integrity, good judgment, a high level of ability and business acumen. If a quorum is present, the Company Nominees will be elected by a plurality of the votes cast at the Annual Meeting. Abstentions and broker non-votes have no effect on the vote. The two Company Nominees receiving the highest number of affirmative votes will be elected directors of the Company. Shares of common stock represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named below. Should any Company Nominee become unable or unwilling to accept nomination or election, the proxy holders may vote the proxies for the election, in his or her stead, of any other person the Board may nominate or designate. Each Company Nominee has agreed to serve, if elected, and the Board has no reason to believe that any Company Nominee will be unable to serve. The biographies of the Company Nominees for Class II (for terms expiring in 2025) are as follows: Teofilo Raad. Mr. Raad was appointed Chief Executive Officer in May 2019. Prior to his appointment, he served as Pulmatrix’s Chief Business Officer and led commercial and business development efforts. He has more than 20 years of commercial healthcare and life science leadership experience and most recently served as Chief Commercial Officer at Option Care from 2013-2016, where he helped separate the specialty home infusion business unit from Walgreens to create the nation’s largest independent home infusion provider. Prior to that, he was Vice President and business unit head at Sunovion with overall responsibility for CNS and respiratory products, including assets in asthma and COPD from 2010 to 2012. During his time at Sunovion, Mr. Raad led multiple products through clinical development to commercialization and implemented new strategic alliances in the US and Japan. Earlier in his career, he also gained direct launch experience with Sporanox®, Janssen’s oral itraconazole product to treat fungal infections, and brings that experience to the Company’s lead program Pulmazole. Mr. Raad holds a BS in Business Administration from University of Colorado at Boulder and an MBA from Thunderbird Global School of Global Management. We believe that Mr. Raad has extensive business experience running the operations of biopharmaceutical companies and qualifies him to serve as a member of the Board.

8 Richard Batycky, Ph.D. Dr. Batycky was appointed to serve as a director of our Company in November 2019. He is currently the President and Chief Executive Officer of Nocion Therapeutics, Inc. having served in such position since 2018. Dr. Batycky has over two decades of experience with biotech start-ups from founding to acquisition across an array of platforms and disease states with significant expertise in inhaled drug development. From 2009 to 2014, he was the Chief Scientific Officer and a founder of Civitas Therapeutics, which was acquired by Acorda Therapeutics, Inc., or Acorda. At Acorda, he served as Chief Technology Officer from 2014 to 2018 where he led its novel dry powder inhalation therapy to treat motor issues in Parkinson’s patients through to FDA approval as Inbrija™. Prior to Civitas Therapeutics, he was Chief Scientific Officer and Senior VP of R&D at Pulmatrix from 2007 to 2009 and held prior positions at Alkermes and Advanced Inhalation Research from 1998 to 2007. Dr. Batycky received his B.Sc. in Chemical Engineering from the University of Calgary and his S.M. and Ph.D. in Chemical Engineering from the Massachusetts Institute of Technology (MIT). We believe that Dr. Batycky’s significant experience in inhaled drug development in biotechnology companies qualifies him to serve as a member of the Board. The biographies of the directors for the Class III directors (for terms expiring in 2023) are as follows: Michael J. Higgins. Mr. Higgins was appointed Chairman of the Board in April 2020. He has been a member of the Board of Directors since June 2015. He has served as chairman of the board of directors of Voyager Therapeutics., a publicly traded biopharmaceutical company, since June 2019, and served as Voyager’s Interim CEO from June 2021 through March 2022. He has served as a board member of Genocea Biosciences Inc., a publicly traded immuno-oncology company, since February 2015; Nocion Therapeutics, Inc., a biopharmaceutical company, since September 2020; Camp4 Therapeutics Corporation, a biopharmaceutical company, since October 2017 and KinDex Pharmaceuticals, Inc., a biotechnology company, since March 2016. Mr. Higgins is a serial entrepreneur who has helped launch/build numerous companies during his career. He served as Entrepreneur-in-Residence at Polaris Partners, an investment company, from 2015 to 2020. From 2003 to 2014 he served as Senior Vice President, Chief Operating Officer at Ironwood Pharmaceuticals Inc, a biopharmaceutical company. Prior to 2003, Mr. Higgins held a variety of senior business positions at Genzyme Corporation, including Vice President of Corporate Finance and Vice President of Business Development. Prior to joining Genzyme Corporation, Mr. Higgins led Procept, Inc.’s financial team from founding through its initial public offering. Mr. Higgins earned a B.S. from Cornell University and an M.B.A. from the Amos Tuck School of Business Administration at Dartmouth College. We believe that Mr. Higgins’ financial and business expertise, including his diversified background as an executive officer in public pharmaceutical companies, qualifies him to serve as a member of the Board. Anand Varadan. Mr. Varadan is currently the founder and President of Ignition Insights, LLC, a consulting firm providing commercial and strategic consultancy services to biopharma companies and investors. Previously, he was Executive Vice President, Chief Commercial Officer at Chiasma Inc., a commercial-stage biopharmaceutical company, until its acquisition by Amryt PLC (NASDAQ: AMYT). Mr. Varadan also served as Executive Vice President, Chief Commercial Officer of Karyopharm Therapeutics, Inc, (NASDAQ: KPTI) an oncology-focused pharmaceutical company, where he started up commercial operations leading to the successful launch of XPOVIO for multiple myeloma. Earlier in his career, Mr. Varadan held executive leadership roles at Amgen Inc., a biopharmaceutical company, in the U.S., E.U., and Canada including Vice President, U.S. Inflammation and Nephrology Business Unit and Vice President and General Manager, Amgen Canada. Prior to Amgen, Mr. Varadan was a brand manager at Procter and Gamble Company. Mr. Varadan has a B.S. from George Washington University and an M.B.A. from the Simon Business School at the University of Rochester. Mr. Varadan’s extensive executive leadership experience and his in-depth knowledge of the biopharmaceutical industry make him well qualified to serve on the Board. The biographies of the directors for the Class I directors (for terms expiring in 2024) are as follows: Todd Bazemore. Mr. Bazemore was appointed to serve as a director of our Company in October 2020. Todd Bazemore has served as the President and Chief Operating Officer of Kala Pharmaceuticals, Inc. since December 2021 and as the Chief Operating Officer from November 2017 through November 2021. Previously, he served as Executive Vice President and Chief Operating Officer of Santhera Pharmaceuticals (USA) Inc., or Santhera, a pharmaceutical company and subsidiary of Santhera Pharmaceuticals Holdings AG, from September 2016 until November 2017. Prior to joining Santhera, Mr. Bazemore served as Executive Vice President and Chief Commercial Officer of Dyax Corp., or Dyax, a biopharmaceutical company focused on orphan diseases, between April 2014 and January 2016, when Dyax was acquired by Shire plc. Between April 2012 and September 2013, he served as Vice President, Managed Markets at Sunovion Pharmaceuticals, Inc., or Sunovion (a subsidiary of Dainippon Sumitomo Pharma Co. Ltd.), a global biopharmaceutical company focused on serious medical conditions. Prior to that, Mr. Bazemore held several roles of increasing responsibility at Sunovion, including Vice President of Sales and Vice President of the Respiratory Business Unit. He received his Bachelor of Science from the University of Massachusetts, Lowell. We believe that Mr. Bazemore has extensive business experience running the commercial operations of biopharmaceutical companies and qualifies him to serve as a member of the Board.

9 Christopher Cabell, M.D. Dr. Cabell was appointed to serve as a director of our Company in June 2020. He is currently the Chief Medical Officer and Head of Clinical Development, at Emergent BioSolutions, Inc., or Emergent, having joined in February 2021. Prior to joining Emergent, Dr. Cabell spent three (3) years at Arena Pharmaceuticals, Inc. with increasing responsibilities including Head of Research and Development, and Chief Medical Officer from October 2017 to November 2020. Previously, Dr. Cabell spent 10 years at Quintiles Inc. and QuintilesIMS in a variety of management positions including Chief Medical and Scientific Officer, Global Head of Medical and Project Management, and Global Head of Business Development from October 2007 to September 2017. Prior to joining Quintiles, Dr. Cabell was on faculty at Duke University School of Medicine in the Division of Cardiology. Dr. Cabell is a Fellow of the American College of Cardiology and has over 100 peer reviewed publications including in the New England Journal of Medicine, JAMA, and Annals of Internal Medicine. Board certified in both internal medicine and cardiovascular diseases, Dr. Cabell is an honors graduate of Pennsylvania State University and Duke University, earning both his Medical Degree and a Masters in Health Sciences from the latter. We believe that Dr. Cabell’s significant experience in clinical drug development in biotechnology companies qualifies him to serve as a member of the Board. Required Vote and Board Recommendation If a quorum is present, the two Company Nominees receiving the highest number of votes will be elected as directors. If you hold your shares in your own name and abstain from voting on the election of directors, your abstention will have no effect on the vote. If you hold your shares through a broker and you do not instruct the broker on how to vote for the two Company Nominees, your broker will not have the authority to vote your shares. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will not have any effect on the outcome of the vote. The Board recommends that you vote “FOR” all Company Nominees.

10 CORPORATE GOVERNANCE Pulmatrix, with the oversight of the Board and its committees, operates within a comprehensive plan of corporate governance for the purpose of defining independence, assigning responsibilities, setting high standards of professional and personal conduct and assuring compliance with such responsibilities and standards. We regularly monitor developments in the area of corporate governance. Code of Corporate Conduct and Ethics and Whistleblower Policy We have adopted a Code of Corporate Conduct and Ethics and Whistleblower Policy that applies to all of our associates, as well as each of our directors and certain persons performing services for us. The Code of Corporate Conduct and Ethics and Whistleblower Policy addresses, among other things, competition and fair dealing, conflicts of interest, protection and proper use of Company assets, government relations, compliance with laws, rules and regulations and the process for reporting violations of the Code of Corporate Conduct and Ethics and Whistleblower Policy, employee misconduct, improper conflicts of interest or other violations. Our Code of Corporate Conduct and Ethics and Whistleblower Policy is available on our website at www.pulmatrix.com in the “Corporate Governance” section found under the “Investors” tab. We intend to disclose any amendments to, or waivers from, our Code of Corporate Conduct and Ethics and Whistleblower Policy at the same website address provided above. Board Composition Our Amended and Restated Certificate of Incorporation and our Restated Bylaws (“Bylaws”) provide that our Board will consist of such number of directors as determined from time to time by resolution adopted by our Board. Effective April 6, 2021, the size of our Board has been fixed at six directors. Subject to any rights applicable to any then outstanding shares of preferred stock, any vacancies or newly created directorships resulting from an increase in the authorized number of directors may be filled by a majority of the directors then in office. Our Board is classified into three classes, with the term of office of one class expiring each year. The term of Class II directors expires at this Annual Meeting, the term of office of Class III directors expires at the Company’s annual meeting of stockholders to be held in 2023 and the term of Class I directors expires at the Company’s annual meeting of stockholders to be held in 2024. Stockholders vote to elect directors of the class with a term then expiring each year at our annual meeting. On April 2, 2021, Amit D. Munshi, a Class I director, resigned from the Board. Following Mr. Munshi’s resignation, the Board reduced the number of directors from seven to six with two directors in each of Class I, Class II and Class III. On July 23, 2021, Mark Iwicki, a Class III director, resigned from the Board. Also on July 23, 2021, the Board appointed Anand Varadan to the Board, effective as of July 26, 2021, to serve as a Class III director for a term expiring at our 2023 annual meeting of stockholders or until his successor is duly elected and qualified, or his earlier death, resignation, or removal. We have no formal policy regarding Board diversity. Our Board believes that each director should have a basic understanding of the principal operational and financial objectives and plans and strategies of the Company, our results of operations and financial condition and relative standing in relation to our competitors. We take into consideration the overall composition and diversity of the Board and areas of expertise that director nominees may be able to offer, including business experience, knowledge, abilities and customer relationships. Generally, we will strive to assemble a Board that brings to us a variety of perspectives and skills derived from business and professional experience as we may deem are in our and our stockholders’ best interests. In doing so, we will also consider candidates with appropriate non-business backgrounds. Director Independence We are currently listed on the NASDAQ Capital Market and therefore rely on the definition of independence set forth in the NASDAQ Listing Rules (“NASDAQ Rules”). Under the NASDAQ Rules, a director will only qualify as an “independent director” if, in the opinion of our Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Based upon information requested from and provided by each director concerning his background, employment, and affiliations, including family relationships, we have determined that Mr. Bazemore, Dr. Batycky, Dr. Cabell, Mr. Higgins, and Mr. Varadan have no material relationships with us that would interfere with the exercise of independent judgment and are “independent directors” as that term is defined in the NASDAQ Listing Rules.

11 Board Committees, Meetings and Attendance During 2021, the Board held four meetings. We expect our directors to attend Board meetings, meetings of any committees and subcommittees on which they serve, and each annual meeting of stockholders, either in person or by teleconference. During 2021, each director attended at least seventy-five percent (75%) of the total number of meetings held by the Board and Board committees of which such director was a member. Three of the six directors attended our 2021 annual meeting of stockholders. The Board delegates various responsibilities and authority to different Board committees. Committees regularly report on their activities and actions to the full Board. Currently, the Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Committee assignments are re-evaluated annually. Each of these committees operates under a charter that has been approved by our Board. The current charter of each of these committees is available on our website at www.pulmatrix.com in the “Corporate Governance” section under “Investors.” As of April 29, 2022, the following table sets forth the membership of each of the Board committees listed above. Name Audit Committee Compensation Committee Nominating and Corporate Governance Committee Teofilo Raad Richard Batycky, Ph.D. Member Chairman Todd Bazemore Member Chairman Christopher Cabell, M.D. Member Member Michael J. Higgins* Chairman Member Anand Varadan Member * Chairman of the Board of Directors Audit Committee Our Audit Committee is responsible for, among other matters: ● approving and retaining the independent auditors to conduct the annual audit of our financial statements; ● reviewing the proposed scope and results of the audit; ● reviewing and pre-approving audit and non-audit fees and services; ● reviewing accounting and financial controls with the independent auditors and our financial and accounting staff; ● reviewing and approving transactions between us and our directors, officers and affiliates; ● recognizing and preventing prohibited non-audit services; ● establishing procedures for complaints received by us regarding accounting matters; ● overseeing internal audit functions, if any; and ● preparing the report of the audit committee that the rules of the SEC require to be included in our annual meeting proxy statement. Our Audit Committee is composed of Michael J. Higgins (chairman), Richard Batycky, Ph.D. and Todd Bazemore. Prior to the resignation of Amit D. Munshi from the Board, effective April 2, 2021, our Audit Committee was comprised of Mr. Higgins (chairman), Dr. Batycky and Mr. Munshi. Our Board has determined that Mr. Higgins, Dr. Batycky, Mr. Bazemore, and Mr. Munshi, during his time of service, were independent in accordance with NASDAQ Rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Board has also reviewed the education, experience and other qualifications of each member of the Audit Committee. Based upon that review, our Board has determined that Michael J. Higgins qualifies as an “audit committee financial expert,” as defined by the rules of the SEC. The Audit Committee met four times during 2021.

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