Abstract Although CAR-T19 therapy is widely used for relapsed/refractory B cell lymphomas, approximately half of patients experience post CAR-T relapse. The mechanisms underlying this resistance remain largely unknown and efforts to overcome this limitation are hindered by the lack of suitable pre-clinical models for study. To address these unmet needs, we generated a novel genetically engineered mouse model with conditional expression of Ezh2Y641F and BCL2 in germinal center (GC) B cells. Ezh2/BCL2 mice developed follicular lymphoma (FL) which histologically and transcriptionally recapitulates human FL. Moreover, we established a cell line derived from an Ezh2/BCL2 mouse that developed transformed FL (tFL). Injection of the cell line named “tFL-P6” in immunocompetent C57BL6 recipients resulted in rapid disease progression that histologically and transcriptionally mimics human tFL. Treatment of tFL-P6 with EZH2 inhibitors (EZH2i) didn’t affect proliferation and viability, however, the number of pretreated cells was significantly reduced when co-cultured with T cells. EZH2i pretreated tFL-P6 displayed extended interaction with T cells, as measured by live imaging. EZH2i reprogrammed tFL-P6 to restore T cell engagement genes such as ICOSL, ICAM1, OX40L, and integrins, as well as cytokines and chemokines involved in T cell recruitment, therefore enhancing immunogenicity. Notably, pretreated tFL-P6 cells were rejected by C57BL6 whereas they developed lethal disease in immunodeficient recipients. Pre-treatment of tFL-P6 as well as human DLBCL and PDX-derived cell lines significantly enhanced CAR-T19 cell killing effects in vitro. Administering CAR-T cells in mice engrafted with EZH2i-pretreated tFL-P6 significantly reduced the tumor burden and prolonged their survival (100% vs 30%, p<0.01). To assess the direct interactions between lymphoma cells and CAR-T cells in vivo, we performed intravital 2-photon imaging of popliteal lymph nodes using dTomato labeled CAR-T cells and GFP+ tFL-P6 cells. Pretreatment of tFL-P6 cells with EZH2i doubled the recruitment of CAR-T cells in the microenvironment and enhanced the duration of contact and surface engagement with CAR-T cells. To explore the impact of EZH2 inhibition on CAR-T cells, we manufactured CAR-T cells from splenic T cells of mice treated with EZH2i or vehicle for 14 days. Prior exposure to EZH2i didn’t affect proliferation and transduction during CAR-T production. Ex vivo assays with those CAR-T cells and tFL-P6 cells showed a superior killing effect and expansion of EZH2i-exposed CAR-T (p<0.001). Mice bearing tFL-P6 lymphomas displayed a longer survival when infused with EZH2i-pretreated CAR-T cells (p=0.06). Pretreatment with EZH2i resulted in an increased memory/effector ratio (p<0.01) and reduction of PD1+CD38+ exhausted CD8CAR-T cells (p<0.001). Overall, EZH2i improved CAR-T therapy by enhancing lymphoma cell immunogenicity and CAR-T cell functions. These results prompted the initiation of a clinical trial to evaluate the safety and efficacy of this combination in R/R B cell lymphomas (NCT05934838). Citation Format: Yusuke Isshiki, Xi Chen, Matt Teater, Ioannis Karagiannidis, Henna Nam, Amy Chadburn, Ari Melnick, Wendy Béguelin. EZH2 inhibitors improve CAR-T therapy by enhancing lymphoma B cell immunogenicity and CAR-T cell functions [abstract]. In: Proceedings of the Fourth AACR International Meeting on Advances in Malignant Lymphoma: Maximizing the Basic-Translational Interface for Clinical Application; 2024 Jun 19-22; Philadelphia, PA. Philadelphia (PA): AACR; Blood Cancer Discov 2024;5(3_Suppl):Abstract nr PR01.