bcrx-20260423

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:


o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material under §240.14a-12

BIOCRYST PHARMACEUTICALS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check all boxes that apply):

x			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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BIOCRYST PHARMACEUTICALS, INC.

4505 Emperor Blvd., Suite 200

Durham, North Carolina 27703

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 11, 2026

To the Stockholders of BioCryst Pharmaceuticals, Inc.:

Notice is hereby given that the Annual Meeting of Stockholders of BioCryst Pharmaceuticals, Inc., a Delaware corporation (the “Company”), will be held at our corporate headquarters at 4505 Emperor Blvd., Suite 200, Durham, NC 27703 on Thursday, June 11, 2026 at 10:00 a.m., Eastern Daylight Time (the “Meeting”), for the following purposes:

1.To elect the three directors nominated in this Proxy Statement to serve for a term ending at the 2029 annual meeting of stockholders and until a successor is duly elected and qualified;

2.To ratify the appointment of Ernst & Young LLP as our independent registered public accountants for 2026;

3.To hold a non-binding, advisory vote regarding executive compensation;

4.To approve an amended and restated Stock Incentive Plan, increasing the number of shares available for issuance under the Stock Incentive Plan; and

5.To transact such other business as may properly come before the Meeting or any adjournment thereof.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF PROPOSALS 1, 2, 3 AND 4. The proposals are further described in the accompanying Proxy Statement.

The Board of Directors has fixed the close of business on April 13, 2026 as the record date for the determination of stockholders entitled to receive notice of and to vote at the Meeting or any adjournment thereof. The Meeting may be adjourned from time to time without notice other than announcement at the Meeting, and any business for which notice of the Meeting is hereby given may be transacted at any such adjournment. A list of the stockholders entitled to vote at the Meeting will be open to examination by any stockholder, for any purpose germane to the Meeting, during ordinary business hours, for a period of at least 10 days prior to the Meeting at the principal executive offices of the Company, located at 4505 Emperor Blvd, Suite 200, Durham, NC 27703. Stockholders wishing to examine the list may make arrangements to do so by contacting our Corporate Secretary in writing at our principal executive offices or by telephone at (919) 859-1302.

We reserve the right to implement any health and safety measures as we deem prudent or as may be required by applicable laws or government orders. In addition, if we determine that it is not possible or advisable to hold the Meeting in person at our corporate offices on the meeting date, we may make alternative arrangements to hold the Meeting at a different date or time, in a different location, and/or by means of remote communication. In the event we determine it is necessary or appropriate to make alternative arrangements for the Meeting, we will announce the decision to do so in advance, and details on how to participate will be issued by press release, posted on our website, and filed with the Securities and Exchange Commission as additional proxy soliciting material.

Please carefully review the Proxy Card and Proxy Statement.


			BY ORDER OF THE BOARD OF DIRECTORS

			Alane P. Barnes, Corporate Secretary

Durham, North Carolina

April 23, 2026

ALL STOCKHOLDERS ARE INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE PROMPTLY. A PERSON GIVING A PROXY HAS THE POWER TO REVOKE IT. IF YOU ATTEND THE MEETING, YOUR PROXY WILL NOT BE COUNTED WITH RESPECT TO ANY MATTER UPON WHICH YOU VOTE IN PERSON.

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			Page
PROXY STATEMENT			1
ITEMS TO BE VOTED UPON			4
1. ELECTION OF DIRECTORS			4
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 20 26			8
3. NON-BINDING, ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			10
4. APPROVAL OF AN AMENDED AND RESTATED STOCK INCENTIVE PLAN, INCREASING THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE STOCK INCENTIVE PLAN			11
CORPORATE GOVERNANCE			21
EXECUTIVE OFFICERS			27
COMPENSATION DISCUSSION AND ANALYSIS			29
COMPENSATION COMMITTEE REPORT			38
EXECUTIVE COMPENSATION			39
202 5 SUMMARY COMPENSATION TABLE			39
GRANTS OF PLAN-BASED AWARDS IN 20 25			40
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 20 25			42
202 5 OPTION EXERCISES AND STOCK VESTED			44
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			44
CEO PAY RATIO			48
PAY VERSUS PERFORMANCE			49
202 5 DIRECTOR COMPENSATION			53
AUDIT COMMITTEE REPORT			55
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			56
STOCKHOLDER PROPOSALS			58
NO INCORPORATION BY REFERENCE			58
OTHER MATTERS			58
GENERAL INFORMATION			58
ANNEX A			A-1

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BIOCRYST PHARMACEUTICALS, INC.

4505 Emperor Blvd., Suite 200

Durham, North Carolina 27703

PROXY STATEMENT

General

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board” or the “Board of Directors”) of BioCryst Pharmaceuticals, Inc. (“BioCryst” or the “Company”) for the Annual Meeting of Stockholders of the Company to be held at our corporate headquarters at 4505 Emperor Blvd., Suite 200, Durham, NC 27703 on Thursday, June 11, 2026 at 10:00 a.m., Eastern Daylight Time, and at any adjournment thereof (the “Meeting”), and for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.

In this document, the words “BioCryst,” the “Company,” “we,” “our,” “ours,” and “us” refer only to BioCryst Pharmaceuticals, Inc. and not to any other person or entity.

We are taking advantage of Securities and Exchange Commission (“SEC”) rules that allow us to deliver proxy materials to our stockholders via the Internet. Under these rules, we are sending our stockholders a one-page notice regarding the Internet availability of proxy materials instead of a full printed set of proxy materials. Our stockholders will not receive printed copies of the proxy materials unless specifically requested. Instead, the one-page notice that our stockholders receive will tell them how to access and review on the Internet all of the important information contained in the proxy materials. This notice also tells our stockholders how to submit their proxy card on the Internet and how to request to receive a printed copy of our proxy materials. We expect to provide notice and electronic delivery of this Proxy Statement to such stockholders on or about April 23, 2026.

Purpose of the Meeting

The matters to be considered at the Meeting are:

1.To elect the three directors nominated in this Proxy Statement to serve for a term ending at the 2029 annual meeting of stockholders and until a successor is duly elected and qualified;

2.To ratify the appointment of Ernst & Young LLP as our independent registered public accountants for 2026;

3.To hold a non-binding, advisory vote regarding executive compensation;

4.To approve an amended and restated Stock Incentive Plan, increasing the number of shares available for issuance under the Stock Incentive Plan; and

5.To transact such other business as may properly come before the Meeting or any adjournment thereof.

Revocation and Voting of Proxies

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time prior to the voting thereof, by giving written notice to our Corporate Secretary at our principal executive offices, 4505 Emperor Blvd., Suite 200, Durham, NC 27703 or by voting in person at the Meeting. Attendance at the Meeting will not, by itself, revoke a proxy. All valid, unrevoked proxies will be voted as directed. In the absence of any contrary directions, proxies received by the Board will be voted as follows:

•FOR the election of each of the nominees named in this Proxy Statement for director of the Company;

•FOR ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for 2026;

•FOR approval of the non-binding, advisory resolution regarding executive compensation; and

•FOR approval of the amended and restated Stock Incentive Plan, increasing the number of shares available for issuance under the Stock Incentive Plan.

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With respect to such other matters as may properly come before the Meeting, votes will be cast in the discretion of the appointed proxies.

Voting and Quorum

Only holders of record (referred to in this section as the “Stockholders”) of our common stock (the “Common Stock”) as of the close of business on April 13, 2026 (the “Record Date”) will be entitled to notice of and to vote at the Meeting. At April 13, 2026, there were 254,105,895 shares of Common Stock outstanding. Stockholders are entitled to vote in any one of the following ways:

1.In Person. Stockholders who choose to attend the Meeting can vote in person at the Meeting by presenting a form of photo identification acceptable to the Company and casting a ballot. Registered holders, whose shares are registered directly in their name, may vote upon presentation of such identification. Beneficial owners who hold their shares through a nominee, such as a broker or a bank, must obtain a proxy from such nominee or other holder of record and present it to the inspector of election with their ballot.

2.By Internet. Stockholders can vote on the Internet by following the instructions provided in the one-page notice regarding the Internet availability of proxy materials.

3.By Mail. Stockholders can vote by mail after requesting a paper copy of the proxy materials, including a proxy card, by following the instructions provided in the one-page notice regarding the Internet availability of proxy materials. Stockholders who choose to vote by mail should be sure to allow sufficient time for delivery.

4.By Telephone. Stockholders can vote over the telephone using the toll-free telephone number obtained by accessing the website set forth in the instructions provided in the one-page notice regarding the Internet availability of proxy materials.

Each share of Common Stock is entitled to one vote on all matters on which Stockholders may vote. There is no cumulative voting in the election of directors. The presence, in person or by proxy, of holders of a majority of the outstanding shares of Common Stock entitled to vote at the Meeting is necessary to constitute a quorum at the Meeting. Shares of Common Stock represented by a properly executed and returned proxy will be treated as present at the Meeting for purposes of determining the presence of a quorum without regard to whether the proxy is marked as casting a vote for or against, or withholding authority or abstaining, with respect to a particular matter. In addition, shares of Common Stock represented by “broker non-votes” generally will be treated as present for purposes of determining the presence of a quorum. Broker non-votes are shares of Common Stock held in record name by brokers, banks or other nominees as to which a proxy is received and (i) instructions have not been received from the beneficial owners or persons entitled to vote, (ii) the broker or nominee does not have discretionary power, and (iii) the record holder had indicated that it does not have authority to vote such shares on that matter. Under current stock exchange rules, brokers who do not have instructions from their customers may in some cases vote the shares in their discretion but are not permitted to vote on certain proposals and may elect to not vote on any of the proposals unless the customer provides voting instructions.

For registered holders, you may change or revoke your vote by submitting a subsequent vote electronically, by telephone, or at the meeting. For beneficial holders, you may change or revoke your voting instructions by following the specific directions provided to you by your bank, broker or intermediary. Your most recent vote is the one that is counted.

Attending the Meeting

Stockholders as of the Record Date are invited to attend the Meeting. Stockholders must present a form of photo identification acceptable to the Company, such as a valid driver’s license or passport, to be admitted to the Meeting. Registered holders may vote upon presentation of such identification. Beneficial owners who hold their shares through a nominee, such as a broker or a bank, must obtain a proxy from such nominee or other holder of record and present it to the inspector of election with their ballot. Each Stockholder may appoint only one proxy holder or representative to attend the Meeting on his or her behalf. In addition, we reserve the right to implement any health and safety measures as we deem prudent or as may be required by applicable laws or government orders.

The Meeting will begin promptly at 10:00 a.m. Eastern Daylight Time. Please allow ample time for the check-in procedures. Media may attend the Meeting by invitation only. Stockholders will not be allowed to use cameras (including cell phones with photographic capabilities), audio or video recording equipment, communication devices, or other similar equipment during the Meeting.

Required Votes, Abstentions, and Broker Non-Votes

Directors will be elected by a plurality of the votes cast. This means that the nominees with the most votes will be elected. Votes may be cast for or withheld from the nominee, but a withheld vote or a broker non-vote will not affect the outcome of the election of directors at the Meeting.

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The affirmative vote of the holders of a majority of the shares of Common Stock represented in person or by proxy at the Meeting and voting on the proposal is required for approval of (i) the ratification of our appointment of Ernst & Young LLP as our independent registered public accountants for 2026, (ii) the non-binding, advisory resolution regarding executive compensation, and (iii) the amended and restated Stock Incentive Plan. Abstentions and broker non-votes, if any, will have no effect upon these proposals.

Proxy Solicitation

We are making this proxy solicitation both through the mail and Internet, although proxies may be solicited by telephone, facsimile, letter, e-mail, in person, or otherwise. Certain of our directors, officers and other employees, without additional compensation, may participate in the solicitation of proxies on behalf of the Board. We will pay the cost of this solicitation, including the reasonable charges and expenses of brokerage firms and others who forward solicitation materials to beneficial owners of Common Stock. We have engaged Alliance Advisors, LLC, 150 Clove Road, Suite 400, Little Falls, NJ 07424, to assist us in soliciting proxies in conjunction with the Meeting, at an approximate cost of $19,000 plus reasonable out-of-pocket expenses for their services.

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ITEMS TO BE VOTED UPON

1.ELECTION OF DIRECTORS

Our Board of Directors currently consists of 10 directors. Three directors have terms expiring at the Meeting. These three directors are named as director nominees in this Proxy Statement and have been nominated for reelection to the Board to serve for a term ending at the 2029 annual meeting of stockholders, and until their successors shall have been duly elected and qualified. Proxies cannot be voted for more than three nominees. Unless otherwise specified in the accompanying proxy card, the shares voted by proxy will be voted FOR the election of the three persons listed for terms expiring in 2029. The Board expects that all nominees will be available for election, but if any of the nominees is not available or is unwilling to accept election, it is expected that the proxies will vote for a substitute nominee to be designated by the Board or, if no such designation is made, that the proxies will vote for a lesser number of nominees. The Board has no reason to believe that the persons named will be unable to serve or will decline to serve if elected.

NOMINEES FOR DIRECTOR WITH TERMS EXPIRING AT THE ANNUAL MEETING OF

STOCKHOLDERS IN 2029

Name

Age(1)

Position(s) with the Company

Served as
Director Since

Theresa M. Heggie

Director

2018

Amy E. McKee, M.D.

Director

2021

Jon P. Stonehouse

Director

2007

The following persons shall continue to serve as directors for the terms indicated:

DIRECTORS WITH TERMS EXPIRING AT THE ANNUAL MEETING OF STOCKHOLDERS IN 2027

Name

Age(1)

Position(s) with the Company

Served as
Director Since

Vincent J. Milano

Director

2021

A. Machelle Sanders

Director

2022

Steven R. Frank

Director

2025

DIRECTORS WITH TERMS EXPIRING AT THE ANNUAL MEETING OF STOCKHOLDERS IN 2028


Name	Age(1)	Position(s) with the Company	Served as Director Since
Steven K. Galson, M.D., MPH	69	Director	2021
Alan G. Levin	64	Director	2020
Jill C. Milne, Ph.D.	58	Director	2026
Charles K. Gayer	55	Director, President, Chief Executive Officer	2026

______________________

(1)Age as of April 13, 2026.

Biographical Information of Directors and Director Nominees

Below you can find information, including biographical information, about our nominees for director and directors whose terms continue after the Meeting, as well as a discussion of the specific experiences, qualifications, attributes, and skills considered by the Board in concluding that such individuals should serve as directors.

Nominees for Director with Terms Expiring in 2029

Theresa M. Heggie was appointed to the Board in December 2018. Ms. Heggie most recently served as interim Chief Executive Officer for Hybridize Therapeutics, a private biotech startup, from October 2023 to March 2024. From February 2022 to October 2022, Ms. Heggie served as Chief Operating Officer of ProQR Therapeutics NV (“ProQR”), a publicly-traded biotechnology company developing RNA therapies using its proprietary Axiomer RNA-editing platform technology for severe, rare and common diseases, after joining ProQR as Chief Commercial Officer in October 2021. She previously served as Chief Executive Officer of Freeline Therapeutics Holdings plc (“Freeline”), a publicly-traded gene therapy company, from June 2020 to August 2021 and, prior to that, as Senior Vice President, Head of Europe, Middle East, Africa & Canada for Alnylam Pharmaceuticals, Inc., a global commercial-stage biopharmaceutical company, from May 2017 to May 2020. From June 2013 to March 2016, Ms. Heggie served as Chief Strategy and Marketing Officer for Bupa, an

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international healthcare group. Prior to June 2013, Ms. Heggie served in senior commercial and operating roles at Shire plc (“Shire”), a global specialty biopharmaceutical company, including Senior Vice President, Global Commercial Operations for the rare disease business. Prior to that, Ms. Heggie had responsibility over Europe, Middle East, and Africa rare disease and served as Chief Executive Officer of Jerini AG, a pharmaceutical company, following Shire’s acquisition of the company, and its lead asset, Firazyr®, for the treatment of hereditary angioedema. Prior to joining Shire, Ms. Heggie spent more than 20 years in a broad range of increasingly senior commercial positions at Janssen Pharmaceuticals and Baxter Healthcare. Ms. Heggie currently serves as a consultant on the Scientific Advisory Board for the Invivo Ventures III fund at Invivo Partners, a management company for early-stage investments in the healthcare sector. Since May 2023, she has served as a member of the board of directors of ProQR. From May 2016 to April 2017, Ms. Heggie served as a member of the board of Swedish Orphan Biovitrum AB, an international specialty biopharmaceutical company dedicated to the treatment of rare diseases. From June 2020 to August 2021, Ms. Heggie served as a member of the board of directors of Freeline, and from July 2019 to October 2021, she served as a member of the supervisory board of ProQR. Ms. Heggie received a B.S. degree from Cornell University. Ms. Heggie’s extensive commercial experience in the industry, especially her rare disease commercial experience, provide valuable knowledge and insight to the Board.

Amy E. McKee, M.D. was appointed to the Board in September 2021. Since September 2024, she has served as Senior Vice President of Oncology Regulatory Science, Strategy & Excellence at AstraZeneca, a leading publicly-traded multinational pharmaceutical and biotechnology company. She previously served as Chief Medical Officer and Global Head, Oncology Center of Excellence at Parexel International Corporation (“Parexel”), a global clinical research organization, from September 2022 to September 2024, and as Vice President, Regulatory Consulting at Parexel from February 2019 to September 2022. Prior to joining Parexel, Dr. McKee served in several leadership roles of increasing responsibility at the U.S. Food and Drug Administration (“FDA”) from 2008 to February 2019. While at the FDA, Dr. McKee served as a primary reviewer of new drug applications (“NDAs”) and biologics license applications (“BLAs”) across multiple divisions and served as both the acting deputy director and supervisory associate director of the Office of Hematology and Oncology products, where she managed four separate divisions performing NDA and BLA reviews. From January 2018 to February 2019, Dr. McKee was the deputy center director for the FDA’s Oncology Center of Excellence, which helps expedite development of innovative medical products of oncologic and hematologic malignancies and supports an integrated approach to their clinical evaluation. Dr. McKee holds an M.D. from Tulane University School of Medicine and a B.A. from Middlebury College. Dr. McKee’s extensive regulatory experience provides valuable knowledge and insight to the Board.

Jon P. Stonehouse was appointed to the Board in January 2007 and served as our Chief Executive Officer from January 2007 through December 2025, as well as our President from January 2007 to August 2025. Additionally, Mr. Stonehouse served as Interim Chief Financial Officer from April 2025 until July 2025. Prior to joining the Company, he served as Senior Vice President of Corporate Development for Merck KgaA, a pharmaceutical company, since July 2002. His responsibilities included corporate mergers and acquisitions, global licensing and business development, corporate strategy and alliance management. Prior to joining Merck KgaA, Mr. Stonehouse held a variety of roles at Astra Merck/AstraZeneca. Mr. Stonehouse began his career in the pharmaceutical industry as a sales representative and held increasing sales leadership positions at Merck & Co., Inc. Mr. Stonehouse previously served on the board of directors of Metsera, Inc., a publicly-traded clinical stage biotechnology company focused on the treatment of obesity, overweight and related conditions, from April 2025 until its acquisition by Pfizer Inc. in November 2025, and on the board of directors of Bellicum Pharmaceuticals, Inc., a publicly-traded clinical stage biopharmaceutical company, from December 2014 to February 2024. Mr. Stonehouse also served on the advisory board of Precision Biosciences, Inc., a private biotechnology company, from 2008 to 2018, and on the advisory board for Genscript, a private bioservices company. Mr. Stonehouse received a B.S. in Microbiology from the University of Minnesota. As the Company’s previous Chief Executive Officer and President of BioCryst, Mr. Stonehouse brings to the Board an intimate knowledge of our business, and his executive experience in a variety of capacities at major pharmaceutical companies provides industry-specific operational experience that is beneficial to the Board.

Directors with Terms Expiring in 2027

Vincent J. Milano was appointed to the Board in July 2021. Since November 2023, Mr. Milano has served as an advisor at Courier Health, Inc., a leading life sciences software company. He previously served as President and Chief Executive Officer of Idera Pharmaceuticals, Inc. (“Idera”) (now Aceragen, Inc.), a position he held from December 2014 until his resignation in September 2022 following Idera’s acquisition of Aceragen. Subsequent to Mr. Milano’s departure, Aceragen’s stockholders voted in August 2023 to approve a judicial insolvency procedure under Delaware law pursuant to which Aceragen’s assets were liquidated for the general benefit of all of its creditors. Prior to joining Idera, Mr. Milano served in roles of increasing responsibility, including as Chairman, President and Chief Executive Officer, at ViroPharma Incorporated, which successfully developed and launched Cinryze for the treatment of hereditary angioedema (“HAE”) in the United States and Europe, prior to its acquisition by Shire Pharmaceuticals in January 2014. Prior to joining

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ViroPharma, Mr. Milano served as a senior manager at KPMG LLP, an independent registered public accounting firm. He currently serves as a member of the board of directors of Aclaris Therapeutics, a publicly-traded biopharmaceutical company, and he is the chairman of the board of Life Science Cares Philadelphia. He previously served on the boards of directors of Aceragen, Spark Therapeutics, Inc., VenatoRx Pharmaceuticals, Inc., and Vanda Pharmaceuticals Inc. Mr. Milano received his B.S. degree in accounting from Rider College. Mr. Milano’s rare disease and HAE experience, together with his extensive experience in the pharmaceutical industry, including both as an executive and director, provides valuable knowledge and experience to the Board.

A. Machelle Sanders was appointed to the Board in February 2022. She previously served as the North Carolina Secretary of Commerce from February 2021 to December 2024. Prior to being appointed as North Carolina’s Secretary of Commerce, Ms. Sanders served as Secretary of the North Carolina Department of Administration from January 2017 to February 2021. Ms. Sanders has over 30 years of pharmaceutical and biotechnology experience with increasing levels of quality assurance and manufacturing operations responsibilities with Biogen, Inc. (“Biogen”), Purdue Pharmaceuticals, and AkzoNobel N.V. Most recently, she led product operations for Biogen’s multiple sclerosis franchise as its Vice President of Multiple Sclerosis Franchise Product Operations, and prior to that, she was Vice President of Manufacturing and General Manager for Biogen’s largest global manufacturing operation. Since May 2024, Ms. Sanders has served on the board of directors at Fortrea Holdings Inc., a publicly-traded leading global contract research organization. She previously served as a member of the boards of directors of Novan, Inc., until April 2024, and Radius Health, Inc., until her resignation in August 2022 following its acquisition by a leading healthcare fund. Ms. Sanders received a B.S. in biochemistry from North Carolina State University and a master’s degree in health administration from Pfeiffer University. Ms. Sanders’ extensive pharmaceutical and biotechnology experience provide valuable insight and expertise to the Board.

Steven R. Frank was appointed to the Board in May 2025. Mr. Frank joined J.P. Morgan Securities LLC, an investment bank, in June 2008 and currently serves as Chairman of Global Healthcare Investment Banking. Mr. Frank had previously been the head of Bear Stearns’ Worldwide Health Care Investment Banking group in New York for 16 years and has provided general investment banking services to all types of healthcare companies. Specifically, Mr. Frank has led or played major roles in hundreds of mergers and acquisitions and financing transactions across the spectrum of deal structures. He has specialized in transactions involving pharmaceutical, medical device, and biotechnology companies. Prior to joining Bear Stearns in 1993, Mr. Frank served for over 10 years as an institutional investor, primarily at State Farm Insurance Company, where he focused on a multibillion-dollar life-sciences portfolio. Since February 2008, Mr. Frank has served as a member of the board of directors of Precigen, Inc., a publicly traded biopharmaceutical company, and he has also served as a member of the Executive Committee of the Frost Museum of Science since June 2020. He previously served on the board of directors of EXUMA Biotech, a private clinical-stage biotechnology company, from 2022 to 2024. Mr. Frank received a B.S. from Illinois State University and an M.B.A. from the University of Chicago. Mr. Frank’s extensive knowledge of our industry and of finance and capital markets provides valuable insight and expertise to the Board.

Directors with Terms Expiring in 2028

Steven K. Galson, M.D., MPH, was appointed to the Board in September 2021. From 2010 to 2021, Dr. Galson served in various leadership positions at Amgen Inc., a publicly-traded biotechnology company, including most recently as Senior Vice President, Research and Development, where he also led regulatory affairs. Prior to joining Amgen Inc., Dr. Galson spent more than 20 years in public service roles across the U.S. Department of Health and Human Services, Department of Energy, Environmental Protection Agency, and Centers for Disease Control and Prevention. From 2001 to 2007, Dr. Galson progressed from deputy director, to acting director, to director of the Center for Drug Evaluation and Research at the FDA. From 2007 to 2009, he served as acting surgeon general of the United States. Dr. Galson currently serves on the board of directors of Elephas Biosciences Corporation, a private biosciences company, and he serves as a senior advisor to Boston Consulting Group, Inc. He recently served as a member of the Committee on Processes to Evaluate the Safety and Efficacy of Drugs for Rare Diseases in the United States and the European Union, an ad hoc committee of the National Academies of Sciences, Engineering, and Medicine. He previously served on the boards of directors of Vanda Pharmaceuticals Inc., a publicly-traded biopharmaceutical company, and Insilico Medicine, a private pharma-technology company. Dr. Galson received a B.S. in biochemistry from the State University of New York at Stony Brook, an M.D. from the Mount Sinai School of Medicine, and a master’s degree in public health from the Harvard School of Public Health. Dr. Galson’s industry background, research and development experience, and extensive regulatory experience provide valuable knowledge and insight to the Board.

Alan G. Levin was appointed to the Board in February 2020. Mr. Levin served as Chief Financial Officer of Endo Health Solutions Inc. (“Endo”), a global specialty healthcare company, from June 2009 until September 2013. Prior to joining Endo, Mr. Levin worked with Texas Pacific Group, a leading private equity firm, and one of its start-up investments. Before that, he was Chief Financial Officer of Pfizer, Inc. (“Pfizer”) where he worked for 20 years in a variety of executive positions of increasing responsibility, including Treasurer and Senior Vice President of Finance & Strategic

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Management for the company’s research and development organization. He previously served as a member of the board of directors of Diffusion Pharmaceuticals Inc., a publicly-traded development stage oncology company, from 2015 until it was acquired by CervoMed, Inc. in August 2023, and was a member of the board of directors of Aceto Corporation, a former publicly-traded seller and distributor of generic drugs, pharmaceutical ingredients, and performance chemicals, from 2013 to 2019. From 2010 to 2025, Mr. Levin was an advisory board member for Auven Therapeutics, a private equity fund. In addition, Mr. Levin is a member of the board of directors of the Critical Path Institute, a non-profit collaboration between the FDA and the pharmaceutical industry, focused on accelerating development of and streamlining regulatory requirements for innovative medicines. Mr. Levin received a bachelor’s degree from Princeton University and a master’s degree in accounting from New York University’s Stern School of Business. Mr. Levin is a certified public accountant. Mr. Levin’s extensive experience in strategic planning, capital markets, financial reporting, tax planning, and business development contributes valuable insight and experience to the Board.

Jill C. Milne, Ph.D. was appointed to the Board in January 2026. Dr. Milne co-founded Astria Therapeutics, Inc., a publicly traded biopharmaceutical company focused on therapies for allergic and immunological diseases (“Astria”), where she served as President and Chief Executive Officer and a member of the board of directors from June 2008 until its acquisition by BioCryst in January 2026. Prior to co-founding Astria, Dr. Milne worked as head of discovery biology at Sirtris Pharmaceuticals, a biotechnology company, from 2004 to 2008, when it was acquired by GlaxoSmithKline. From 1998 to 2004, Dr. Milne worked at Pfizer Global Research and Development, where she served as the worldwide head of the Drug Pfinder Program and head of the Enzyme Target Group at the Pfizer Discovery Technology Center. Prior to joining Pfizer, she was an American Cancer Society postdoctoral fellow in the department of biological chemistry and molecular pharmacology at Harvard Medical School from 1995 to 1998. Since 2020, she has also served as an advisory board member of Life Science Cares. Dr. Milne holds a Ph.D. from Harvard University and a B.A. in biological chemistry from Wellesley College. Dr. Milne was appointed to the Board pursuant to the merger agreement entered into between BioCryst and Astria, and her extensive experience and leadership in biotechnology and intimate knowledge of Astria provides valuable insight and experience to the Board.

Charles K. Gayer was appointed to the Board in January 2026 and became the Company’s Chief Executive Officer in January 2026 and President in August 2025. Previously, Mr. Gayer served as the Company’s Chief Commercial Officer since January 2020 and as its Vice President of Global Strategic Marketing after joining BioCryst in August 2015. Prior to joining the Company, Mr. Gayer held several U.S. and global commercial leadership roles in competitive rare disease categories at Talecris Biotherapeutics, Inc., a biopharmaceutical company that was acquired in 2011 by Grifols, S.A., a multinational pharmaceutical and chemical manufacturer. At Talecris, he led U.S. alpha-1 antitrypsin deficiency marketing and later European sales and marketing. At Grifols, he led the U.S. marketing team for the combined immune globulin portfolio of the two companies. Prior to joining Talecris, Mr. Gayer served for six years at GSK plc, previously known as GlaxoSmithKline, in a range of professional marketing, consumer marketing and sales roles. Mr. Gayer began his career as a strategic consultant for biopharmaceutical companies and also spent three years as a business analyst at rare disease pioneer Genzyme Corporation. Mr. Gayer received a B.A. in Politics from Princeton University and his M.B.A. from the Fuqua School of Business at Duke University. As the Chief Executive Officer and President of BioCryst, Mr. Gayer provides valuable insight to the Board through his intimate knowledge of the Company’s business.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR EACH OF THE THREE NOMINEES FOR DIRECTOR WITH TERMS EXPIRING IN 2029 NAMED ABOVE.

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2.RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2026

The Audit Committee of the Board has appointed Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2026. Services provided to the Company by Ernst & Young LLP in fiscal year 2025 and 2024 are described below.

The Company is asking its stockholders to ratify the appointment of Ernst & Young LLP as its independent registered public accountants for 2026. Although ratification is not required by the Company’s By-Laws or otherwise, the Board is submitting the appointment of Ernst & Young LLP to its stockholders for ratification as a matter of good corporate practice.

A representative of Ernst & Young LLP will be present at the Meeting and will have an opportunity to make a statement and/or to respond to appropriate questions from our stockholders.

Fees Paid to Independent Registered Public Accountants

In connection with the audit of the 2025 consolidated financial statements, the Company entered into an engagement agreement with Ernst & Young LLP, which set forth the terms by which Ernst & Young LLP agreed to perform audit services for the Company.

Set forth below is information relating to the aggregate fees paid to Ernst & Young LLP for professional services rendered for the fiscal years ended December 31, 2025 and 2024, respectively.


	2025		2024
Audit fees	$	2,095,229	$	1,840,497
Audit-related fees	—		—
Tax fees	64,173		47,827
All other fees	947,656		7,200

Audit Fees

Audit fees represent the aggregate fees billed for professional services rendered by our independent registered public accounting firm for the audit of our annual financial statements and internal control over financial reporting, review of financial statements included in our quarterly reports on Form 10-Q, and services that are normally provided in connection with statutory and regulatory filings or engagements, including the issuance of consents in connection with registration statement filings with the SEC. For 2025 and 2024, fees associated with registration statement filings were approximately $15,000 and $39,500, respectively.

Tax Fees

Tax fees represent the aggregate fees billed for tax advisory services.

All Other Fees

All other fees include licensing fees paid to Ernst & Young LLP for access to its proprietary accounting research database of $7,200 and aggregate fees billed for professional services rendered for the audit of Astria Therapeutics, Inc.’s annual financial statements, of which $693,000 was paid by Astria Therapeutics, Inc. prior to its acquisition by the Company on January 23, 2026, and $247,456 was payable by the Company subsequent to the acquisition.

Audit Committee Pre-Approval

It is the policy of the Audit Committee, as set forth in the Audit Committee Charter, to pre-approve, consistent with the requirements of the federal securities laws, all auditing services and non-audit services provided to the Company by its independent registered public accounting firm, other than such non-audit services as are prohibited by law to be performed by the independent registered public accounting firm and other than as provided in the de minimis exception set forth in applicable provisions of the federal securities laws. The Audit Committee may delegate to one or more of its designated members the authority to grant the required pre-approvals, provided that the decisions of any member(s) to whom such authority is delegated to pre-approve an activity shall be presented to the full Audit Committee at its next regularly scheduled meeting. The Audit Committee has delegated this pre-approval authority to its Chair, Alan Levin.

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Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2026.

In the event that the Company’s stockholders do not ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for 2026, the appointment will be reconsidered by the Audit Committee and the Board. Even if the appointment is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

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3.NON-BINDING, ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) enables our stockholders to vote to approve, on an advisory or non-binding basis, a resolution on the compensation of our Named Executive Officers, as defined herein, as disclosed in this Proxy Statement in accordance with rules promulgated by the SEC. We currently hold a non-binding, advisory vote on the compensation of our Named Executive Officers every year, and we expect that the next such vote will occur at our 2027 annual meeting of stockholders.

The Company asks that you indicate your support for the compensation of our Named Executive Officers, as well as our executive compensation philosophy, policies and practices as described in “Compensation Discussion and Analysis” and the accompanying tables and related disclosures in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the compensation philosophy, policies and practices described in this Proxy Statement. Your vote is advisory and so will not be binding on the Compensation Committee or the Board of Directors. However, the Compensation Committee and the Board of Directors will review the voting results and take them into consideration when structuring future executive compensation arrangements. The affirmative vote of the holders of a majority of the shares of Common Stock represented in person or by proxy at the Meeting and voting on the proposal will be required for approval.

We have designed our executive compensation program to attract, motivate, reward, and retain the senior management talent required to achieve our corporate objectives and to increase long-term stockholder value. We believe that the experience, abilities and commitment of our Named Executive Officers are unique in the biotechnology industry, and we recognize the need to fairly compensate and retain a senior management team that has produced excellent operating results over the past several years. Accordingly, the Compensation Committee makes compensation decisions for our executive officers after consideration of the following primary objectives:

•to have a substantial portion of each officer’s compensation contingent upon the Company’s performance as well as upon his or her own level of performance and contribution toward the Company’s performance and long-term strategic goals;

•to reward executives for actions that create short-term and long-term sustainable stockholder value, with a strong focus on Company results;

•to align the interests of our executives with the Company’s corporate strategies, business objectives, and the long-term interests of our stockholders; and

•to attract, incentivize, and retain our executive talent.

Further, our executive compensation program is based on market best practices to ensure that it is appropriately risk-based and competitive with similar companies in our industry. We do not believe that our executive compensation program encourages our management to take excessive risks.

The Board of Directors encourages you to carefully review the information regarding our executive compensation program contained in this Proxy Statement, including the Compensation Discussion and Analysis beginning on page 29, as well as the Summary Compensation Table and other related compensation tables and narrative discussion, appearing on pages 39 through 52, which provide detailed information on the compensation of our Named Executive Officers.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE FOLLOWING RESOLUTION:

“RESOLVED, that the stockholders approve, on a non-binding, advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative discussion.”

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4.APPROVAL OF AN AMENDED AND RESTATED STOCK INCENTIVE PLAN, INCREASING THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE STOCK INCENTIVE PLAN

We are asking our stockholders to approve an amendment and restatement of the BioCryst Pharmaceuticals, Inc. Stock Incentive Plan (as amended and restated, the “Stock Incentive Plan”). As amended and restated, the Stock Incentive Plan increases the number of shares available for issuance under the Stock Incentive Plan by 7,000,000 (the “Share Increase”). We believe that the Share Increase is necessary for the Stock Incentive Plan to support the Company’s goals in 2026.

As of April 13, 2026, the total number of shares reserved or available under the Stock Incentive Plan, without giving effect to the Share Increase, is 54,027,003. This amount consists of 46,313,803 shares reserved for awards already granted and 7,713,200 shares currently available for future issuance under the Stock Incentive Plan. The shares currently available for future issuance under the Stock Incentive Plan represent less than 75% of our projected need for the next year, which provides limited availability and flexibility for our equity usage as part of our broad-based equity program. The proposed increase would bring the total number of shares available under the Stock Incentive Plan to 14,713,200 as of April 13, 2026, which we currently expect to be sufficient under the Stock Incentive Plan through the 2027 annual meeting of stockholders (subject to a number of factors, including changes in stock price and the pace of the Company’s growth).

On April 20, 2026, our Board approved the Share Increase, subject to stockholder approval at this Meeting. The Stock Incentive Plan, as amended by the Share Increase, is attached as Annex A to this Proxy Statement. In addition to the Share Increase, the Stock Incentive Plan, as amended and restated on April 20, 2026, includes certain immaterial, administrative revisions.

If the Share Increase is approved by our stockholders, we intend to file a Registration Statement on Form S-8 with the SEC following the Meeting during 2026.

Share Increase

Equity Usage and Needs

As further explained below, our equity awards are intended to attract, incentivize, retain, and motivate participants in the Stock Incentive Plan and align the interests of our directors, employees, and consultants with those of our stockholders. The long period of retention of awards outlined below by our employees indicates the strong link between these incentives and the long-term success of stockholders and employees alike. Our Board and management believe that equity awards are necessary to remain competitive in our industry and are essential to recruiting and retaining the best talent. In 2026, we expect to continue our successful commercialization of ORLADEYO® (berotralstat) and advance our pipeline, including the navenibart and BCX17725 clinical programs. To achieve these goals, the Company must retain and attract top talent, and equity is critical to support continued revenue growth. Accordingly, we believe the increase in shares reserved for issuance under the Stock Incentive Plan pursuant to the Share Increase is necessary to allow the Company to provide customary levels of equity incentives to employees, including, without limitation, the long-term equity incentive awards that the Compensation Committee has historically granted to all employees on an annual basis.

•The Company has created a culture of ownership that aligns employees with stockholders by offering every employee equity as an incentive to join the Company and annually at the end of each year. Strategic use of a broad-based equity program is core to our compensation philosophy as the Compensation Committee has historically granted long-term equity incentive awards to all employees on an annual basis to, among other things, align our employees’ interests with those of our stockholders by creating a culture of ownership. Pursuant to this philosophy, the Compensation Committee granted long-term equity incentive awards under the Stock Incentive Plan to 427 employees in 2025. We believe that employees with a stake in the future success of our business are highly motivated to achieve long-term growth and are well-aligned with the interests of our other stockholders to increase stockholder value. Despite the highly competitive biotechnology market, we have experienced lower than average voluntary turnover compared to the regional industry rate, and we believe this is in part due to the long-term retentive nature of equity awards and this ownership culture.

•We are in a highly competitive marketplace for biotechnology talent where equity compensation is used more broadly than other industries, and without the ability to offer competitive equity grants to incentivize and retain talent, we may lose key employees, which could impair our ability to execute on our business strategy and harm stockholder value. In order to incentivize and retain our top talent, it is essential that we are able to grant equity awards that reflect the current value of the Company’s Common Stock. As of April 13, 2026, approximately one-third of the stock options outstanding and exercisable under the Stock Incentive Plan are underwater (with an exercise price in excess of the closing price of our Common Stock on April 13, 2026). While these awards continue to contribute to overall share usage and overhang, their reduced incentive value heightens the importance of maintaining the ability to issue new equity awards at current market value.

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Accordingly, we believe it is critical that we have sufficient shares available under the Stock Incentive Plan to offer competitive equity awards at current market value to continue to incentivize and retain key talent.

•Our ability to attract and retain top talent was critical to driving the strong launch of ORLADEYO and is vital to the continued success of ORLADEYO and the advancement of our pipeline. In 2025, ORLADEYO generated approximately $602 million in net revenue. In 2026, the Company expects to continue our successful commercialization of ORLADEYO and to advance our pipeline, including our navenibart and BCX17725 clinical programs. To achieve these goals, the Company must retain and attract top talent to support the continued commercialization of ORLADEYO and the development of our pipeline, and equity is critical to support this continued growth.

•Outstanding equity awards have a positive impact on long-term employee ownership and alignment with stockholders. The Company’s employee stock options have a 10-year term with vesting over four years, and the current average holding period for exercised stock options is approximately six years, with some of our officers and directors, including our CEO, holding many stock options for almost the full 10-year term. As of April 13, 2026, approximately 68% of outstanding and exercisable stock options under the Stock Incentive Plan are in-the-money; however, employees and executives have historically chosen to retain these options rather than exercise and sell the underlying shares. Although these longer holding periods increase overhang (which is considered by the Compensation Committee when making decisions with respect to the Stock Incentive Plan and is discussed further under “Potential Dilution and Burn Rate” below), this long-term employee ownership illustrates the positive impact of equity as a retention tool, which aligns with stockholders. We believe retention of these options by employees provides the alignment with stockholders that our equity compensation philosophy seeks to achieve.

•Equity is essential to talent acquisition and retention. Our Board believes that the increase in the share reserve is necessary to assure that a sufficient reserve of Common Stock is available for issuance to make competitive grants through the 2027 annual meeting of stockholders. For the reasons described above, we rely significantly on equity incentives in order to attract, incentivize, and retain employees, consultants, and non-employee directors, and we believe that such equity incentives are necessary for us to remain competitive in the marketplace for executive talent and for other key individuals. This high level of participation in our broad-based equity compensation program aligns the interests of all of our employees and directors with those of stockholders. However, such a participation rate can drive up overhang at the Company when compared to peers given that the vast majority of companies in our compensation peer group do not grant equity awards to every employee.

Without the approval of the Share Increase, we will not be able to continue providing competitive equity incentives to existing employees or to attract new employees in our competitive market. This could ultimately result in the loss of critical talent and inhibit our ability to meet our future objectives. If approved by stockholders, we intend to use the additional shares under the Share Increase to recruit, incentivize, and retain employees.

During 2025, the Company engaged in outreach with stockholders to discuss executive compensation, equity usage and governance matters. Feedback received during these discussions was generally supportive of the Company’s compensation and equity practices and informed the Compensation Committee’s ongoing oversight of equity usage and share authorization levels.

Potential Dilution and Burn Rate

The Company has demonstrated its focus on limiting potential dilution to current stockholders. Over the past several years, the Company has raised over $1 billion in cash through mechanisms such as royalty and debt financings and the sale of its European ORLADEYO business, as alternatives to equity financings that would have been highly dilutive to stockholders. There were many factors that made these alternative financing approaches attractive, including the ability to bring this cash into the Company without additional equity dilution. Consistent with this focus, in the recent acquisition of Astria Therapeutics, Inc., the Company used a combination of cash and equity as merger consideration, limiting dilution to stockholders as compared to a transaction financed entirely with equity.

Similarly, when considering the number of shares to add to the Stock Incentive Plan, the Compensation Committee reviewed, among other things, the potential dilution to current stockholders as measured by overhang and burn rate, as well as expected future share usage in light of our projected employee population. We recognize the dilutive impact of our equity compensation programs on our stockholders and continuously aim to balance this concern with the competition for talent, competitive compensation practices, the need to attract and retain talent, and the long-term alignment of our employees with stockholders.

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As of April 13, 2026, the Company had a total of 254,105,895 shares of Common Stock outstanding. The potential share dilution from the 7,000,000 additional shares to be reserved for issuance under the Stock Incentive Plan, for which stockholder approval is being requested, is 2.8% of the Company’s outstanding shares of Common Stock as of such date. Our common shares outstanding have increased meaningfully since fiscal year-end, primarily due to the Astria acquisition. We had 213,059,576 shares outstanding as of December 31, 2025, compared to 254,105,895 shares as of April 13, 2026. As a result, any dilution metrics calculated solely on year-end share counts would overstate the impact of the proposed 7,000,000 share increase relative to our current capital structure. Compared to the potential share dilution associated with the most recent share requests of our peer companies, our 2.8% potential share dilution falls below the 25th percentile of such requests, which is approximately 4.3% of the outstanding shares of common stock of the applicable peer companies.

Overhang

Stock Incentive Plan

On a fully diluted basis, the approximately 54,027,003 shares reserved or currently available for issuance under the Stock Incentive Plan (without taking into account the Share Increase) represent an overhang of approximately 18% based on the number of outstanding shares of Common Stock and shares underlying outstanding awards under the Stock Incentive Plan as of April 13, 2026, and 26% of the shares underlying all outstanding stock option awards under the Stock Incentive Plan are underwater (with an exercise price in excess of the closing price of our Common Stock on April 13, 2026). If the underwater stock options were excluded, it would reduce our overhang as of April 13, 2026 to 15%. The outstanding stock options under the Stock Incentive Plan that are underwater have a weighted-average exercise price of $11.07 per share and individual option exercise prices ranging up to $17.25 per share, as compared to the $9.41 per share closing price of our Common Stock on April 13, 2026. If the Share Increase is approved, the additional 7,000,000 shares would increase the overhang of the Stock Incentive Plan to 19%. We calculate these overhang numbers as the total of (a) shares available for future grants under the Stock Incentive Plan plus (b) shares underlying any outstanding awards under the Stock Incentive Plan divided by (c) the total number of shares outstanding plus shares available for issuance under the Stock Incentive Plan plus shares underlying any outstanding awards under the Stock Incentive Plan.

Equity Incentive Plans Generally

This section, including the table below, provides additional information about the aggregate outstanding equity awards under both of our equity incentive plans (i.e., the Stock Incentive Plan and our Inducement Equity Incentive Plan).


	As of April 13, 2026
Total number of shares of Common Stock subject to outstanding stock options	39,021,853
Weighted-average exercise price per share of outstanding stock options	$	7.97
Weighted-average remaining term of outstanding stock options (in years)	6.3
Total number of shares of Common Stock subject to outstanding full value awards	12,452,646
Total number of shares of Common Stock available for grant under Company equity plans	8,778,177

While our dilution profile is elevated compared to our compensation peer group, certain factors have influenced our current overhang level. First, the Company has historically granted long-term equity incentive awards to all of its employees. We believe this high level of participation in our broad-based equity compensation program aligns the interests of employees and directors with those of stockholders. This strong employee ownership philosophy drives a higher level of overhang when compared with our peers, but we believe it is essential to the future success of the Company and our stockholders. Second, the Company’s employee stock options have a 10-year term with vesting occurring over a four-year period, and the current average holding period for exercised stock options is approximately six years, with some of our officers and directors, including our CEO, holding many stock options for almost the full 10-year term. The long vesting period of four years and the strong retention of in-the-money stock options can drive our overhang upwards despite positive outcomes for both employees and stockholders.

For example, out of 25,650,641 exercisable stock options under both of our equity incentive plans as of April 13, 2026, approximately 17,200,397 stock options, or 67%, are in-the-money and have an average age of approximately six years. If all exercisable, in-the-money stock options were exercised, our total overhang percentage as of April 13, 2026 would be reduced by an approximate amount of at least five percentage points. However, because our employees continue to hold these options rather than exercising them and selling the underlying shares, which would reduce the overhang, they remain aligned with the long-term interests of our stockholders even though these stock options contribute to overhang.

Further, the outstanding stock options that are underwater, or approximately 26% of all outstanding stock options, have a weighted-average exercise price of $11.41 per share and individual option exercise prices ranging up to $17.25 per share, as compared to the $9.41 per share closing price of our Common Stock on April 13, 2026. The Company has not

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repriced or exchanged underwater stock options and does not currently intend to do so. Under the terms of the Stock Incentive Plan, no option or stock appreciation right may be repriced, regranted or exchanged for cash or other awards without prior stockholder approval.

With these factors in mind, the Company is committed to continually incentivizing and retaining all employees through equity compensation while managing overhang and burn rate in order to drive long-term success.

Burn Rate

Our three-year average unadjusted burn rate is approximately 6.1%. As of April 13, 2026, there were approximately 7,713,200 shares available for future grants under the Stock Incentive Plan. Depending on assumptions and various factors, such as stock price, employee population growth, and market conditions, should the Share Increase be approved, it is expected that there will be sufficient shares available under the Stock Incentive Plan to satisfy our equity compensation needs through our 2027 annual meeting of stockholders.

Plan Features that Protect Stockholder Interests

The Stock Incentive Plan provides the following provisions that are favorable to our stockholders and protect stockholder interests:

üIndependent Plan Administration. The Compensation Committee, comprised solely of non-employee, independent directors, administers the Stock Incentive Plan.

üNo “Evergreen” Provision. The Stock Incentive Plan does not include an “evergreen” feature pursuant to which the reserve of shares authorized for issuance would automatically be replenished periodically.

üLimitation on Awards to Individuals. The Stock Incentive Plan limits the number of shares of Common Stock subject to awards that an individual may receive during each calendar year to 1,500,000 shares.

üCap on Director Compensation. The Stock Incentive Plan limits the value of the initial and annual awards and cash compensation to be granted to directors to $1,000,000 and $750,000, respectively.

üMinimum One-Year Vesting Requirement. All awards granted under the Stock Incentive Plan are subject to a minimum one-year vesting period, provided that this limitation shall not apply to up to five percent of the total number of shares available for issuance under the Stock Incentive Plan.

üNo Discounted Options or Stock Appreciation Rights. Options and stock appreciation rights may not be granted with exercise prices below fair market value.

üNo Dividends on Options and Stock Appreciation Rights Until Shares Are Issued and No Dividend Payments on Other Awards While Unvested. The Stock Incentive Plan prohibits the payment of dividends on unvested awards.

üClawback. Awards issued under the Stock Incentive Plan are subject to any clawback policy of the Company as in effect from time-to-time, including the clawback policy described under “Compensation Discussion and Analysis—Clawback Policy.”

üNo Liberal Share Recycling. Shares subject to an award will not be available for reuse if such shares are delivered or withheld to satisfy any tax withholding obligation, or not issued upon the settlement of an award or exercise of a stock option.

üNo Gross Ups. The Stock Incentive Plan does not provide for any tax gross-ups.

üNo Repricings. No option or stock appreciation right may be repriced, regranted through cancellation, including cancellation in exchange for cash or other awards, or otherwise amended to reduce its option price or exercise price (other than with respect to adjustments made in connection with a transaction or other change in the Company’s capitalization as permitted under the Stock Incentive Plan) without the approval of the stockholders of the Company.

üDouble-Trigger on Change of Control. The Stock Incentive Plan includes a double-trigger provision for the vesting of any options, restricted stock, or restricted stock units (“RSUs”) upon a change of control; however, if awards are not assumed by the acquirer or successor in connection with such change of control, outstanding awards under the Stock Incentive Plan will be fully vested.

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üNo Transferability. Awards generally may not be transferred, except by will or the laws of descent and distribution, unless approved by the Compensation Committee.

Summary of the Stock Incentive Plan

The principal provisions of the Stock Incentive Plan, including (unless otherwise noted) the terms of the Share Increase, are summarized below. This summary is not complete and is qualified in its entirety by the terms of the Stock Incentive Plan attached as Annex A to this Proxy Statement.

Equity Incentive Programs

The Stock Incentive Plan consists of three separate equity incentive programs:

•the Discretionary Option Grant Program;

•the Stock Issuance Program; and

•the Director Grant Program for non-employee Board members.

The principal features of each program are described below. The Compensation Committee or, in the absence of the Compensation Committee, another properly constituted committee of the Board, or the Board itself, has the authority to administer the equity incentive programs under the Stock Incentive Plan, and also has the authority to make grants under these programs to all eligible individuals. The Compensation Committee may by resolution authorize one or more officers of the Company to perform any or all things that the Compensation Committee is authorized and empowered to do or perform under the Stock Incentive Plan, and for all purposes under the Stock Incentive Plan, such officer or officers shall be treated as the Compensation Committee.

The term “plan administrator,” as used in this summary, means, as applicable, the Compensation Committee, another properly constituted committee of the Board, the Board, or one or more officers of the Company, to the extent that any of them is acting within the scope of its administrative jurisdiction under the Stock Incentive Plan.

Share Reserve

As of April 13, 2026, an aggregate of 81,090,000 shares of Common Stock have been reserved for issuance over the term of the Stock Incentive Plan, without giving effect to the Share Increase proposed under the terms of this proposal. The total number of shares reserved or available under the Stock Incentive Plan as of April 13, 2026, without giving effect to the Share Increase proposed under the terms of this proposal, is 54,027,003. This amount consists of 46,313,803 shares reserved for awards already granted and 7,713,200 shares of Common Stock currently available for future issuance under the Stock Incentive Plan. Approval of the Share Increase will increase the number of shares available for issuance under the Stock Incentive Plan by 7,000,000 shares.

The shares of Common Stock issuable under the Stock Incentive Plan may be drawn from shares of our authorized but unissued Common Stock or from shares of Common Stock reacquired by us, including shares repurchased on the open market.

No individual may receive options or other awards under the Stock Incentive Plan exceeding 1,500,000 shares in the aggregate in any calendar year.

In the event any change is made to the outstanding shares of Common Stock by reason of any recapitalization, stock dividend, stock split, combination of shares, exchange of shares or other change in corporate structure effected without our receipt of consideration, appropriate adjustments will be made to the securities issuable (in the aggregate and per participant) under the Stock Incentive Plan, the securities in effect under each outstanding option and stock issuance, and where applicable, the option exercise price per share.

Eligibility

Officers and employees, non-employee Board members and independent consultants in our service or the service of our parents or subsidiaries, whether now existing or subsequently established, are eligible to participate in the Discretionary Option Grant Program and the Stock Issuance Program. Non-employee members of the Board are also eligible to participate in the Director Grant Program.

As of April 13, 2026, five executive officers, approximately 450 other employees, and nine non-employee Board members were eligible to participate in the Discretionary Option Grant Program and the Stock Issuance Program. Our nine non-employee Board members were also eligible to participate in the Director Grant Program.

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Valuation

The “fair market value” per share of Common Stock on any relevant date under the Stock Incentive Plan will be deemed to be equal to the closing selling price per share on that date on the Nasdaq Global Select Market. On April 13, 2026, the closing selling price of our Common Stock per share was $9.41.

Discretionary Option Grant Program

Terms of Options

The Plan Administrator has complete discretion under the Discretionary Option Grant Program to determine which eligible individuals are to receive option grants, the time or times when those grants are to be made, the number of shares subject to each grant, the status of any granted option as either an incentive stock option or a non-statutory option under the federal tax laws, the vesting schedule, if any, for the option grant and the maximum term for which any granted option is to remain outstanding.

Each granted option will have an exercise price per share no less than the fair market value of the option shares on the grant date. No granted option will have a term in excess of 10 years, and the option will generally become exercisable in one or more installments over a specified period of service measured from the grant date. However, one or more options may be structured so that they will be immediately exercisable for any or all of the option shares; the shares acquired under those options will be unvested and subject to repurchase by us, at the exercise price paid per share, if the optionee ceases service with us prior to vesting in those shares.

Upon cessation of service, the optionee will have a limited period of time in which to exercise any outstanding options to the extent exercisable for vested shares. The Plan Administrator will have complete discretion to extend the period following the optionee’s cessation of service during which his or her outstanding options may be exercised and/or to accelerate the exercisability or vesting of such options in whole or in part. Such discretion may be exercised at any time while the options remain outstanding, whether before or after the optionee’s actual cessation of service.

Upon the optionee’s cessation of service as a result of death after at least five years of service, all of the optionee’s outstanding options will accelerate and become exercisable in full.

In no event may options (or stock appreciation rights) granted under the Stock Incentive Plan be directly or indirectly repriced without the approval of our stockholders.

Stock Appreciation Rights

The Plan Administrator is authorized to issue tandem stock appreciation rights in connection with option grants made under the Discretionary Option Grant Program. The grant price of a stock appreciation right may not be less than the fair market value of our Common Stock on the date of the grant.

Tandem stock appreciation rights under the Discretionary Option Grant Program provide the holder with the right to surrender an option for an appreciation distribution from the Company. The amount of this distribution will be equal to the excess of:

(i)the fair market value of the vested shares of Common Stock subject to the surrendered option, over

(ii)the aggregate exercise price payable for such shares.

An appreciation distribution may, at the discretion of the Plan Administrator, be made in cash or in shares of Common Stock, or a combination thereof.

Stock Issuance Program

Shares may be issued under the Stock Issuance Program through direct and immediate issuance or with vesting upon the completion of a designated service period, the attainment of pre-established performance goals, or a specific period of time after issuance. To the extent a participant ceases service without completing the designated service period or performance goals, we have the right to repurchase the shares at the price paid, if any. However, the Plan Administrator has the discretionary authority at any time to accelerate the vesting of any and all unvested shares outstanding under the program. Share recipients will have full stockholder rights with respect to their shares, including the right to vote the shares and to receive regular cash dividends. Share recipients do not have rights with respect to unvested shares; however, the Plan Administrator may grant dividend equivalents entitling the holder of such unvested shares to regular cash dividends payable on such shares. Dividends and dividend equivalents are subject to the same vesting schedule and payable at the same time as the shares to which such dividends and dividend equivalents relate.

Shares of Common Stock may also be issued under the program pursuant to RSUs that entitle the recipient to receive shares of Common Stock (or cash in lieu thereof) in the future following the satisfaction of vesting conditions imposed by

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the Plan Administrator. Outstanding RSUs under the program will automatically terminate, and no shares of Common Stock will be issued in satisfaction of those awards, if the vesting conditions established for the awards are not satisfied. RSU holders do not have stockholder rights with respect to the awards; however, the Plan Administrator may grant dividend equivalents entitling the holder of RSUs to regular cash dividends payable on the underlying shares. Dividend equivalents are subject to the same vesting schedule and payable at the same time as the shares underlying the RSU to which such dividend equivalents relate.

The Plan Administrator has complete discretion under the program to determine which eligible individuals are to receive stock issuances or RSUs, the time or times when those issuances or awards are to be made, the number of shares subject to each issuance or award, the extent to which an RSU will have an accompanying dividend equivalent, and the vesting schedule to be in effect for the stock issuance or RSU.

Director Grant Program

Terms of Equity Grants

Under the Director Grant Program, eligible non-employee Board members, including Board members who are our former employees, are eligible to receive equity grants in connection with their Board service. Each non-employee Board member may receive grants of stock options, RSUs, shares of Common Stock, other awards issuable under the Stock Incentive Plan, or a combination thereof. In no event will the aggregate grant date fair value calculated in accordance with the Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718 of all awards granted during any calendar year to any non-employee Board member (excluding any awards granted at the election of a non-employee Board member in lieu of all or any portion of retainers or fees otherwise payable to non-employee Board members in cash), together with the amount of any cash fees or retainers paid to such non-employee Board members during such calendar year with respect to such individual’s service as a non-employee Board member, exceed $750,000 or, for a non-employee Board member who first joins the Board, $1,000,000. In each case, the specific dollar amount of the grant will be as set forth in a Director Compensation Policy approved by the Board.

Each stock option grant, if any, will have an exercise price per share equal to no less than the fair market value per share of Common Stock on the grant date, and no stock option will have a term in excess of 10 years.

General Provisions

Acceleration

In the event that we are acquired by merger or asset sale or otherwise undergo a change in control, including a change effected through the successful completion of a tender offer for more than 50% of our outstanding voting stock or a change in the majority of the Board effected through one or more contested elections for Board membership, except as set forth in the terms of the grant, all grants under the Stock Incentive Plan made on or after April 3, 2017 are subject to “double trigger” vesting if the grants are assumed. In such case, accelerated vesting will apply only if the grantee’s service is terminated by us without “cause” or the grantee due to a “constructive termination” within 90 days preceding or two years following the change in control. If the grants are not assumed in connection with the change in control, they will fully vest upon the change in control.

Payment of Withholding Taxes

The Plan Administrator may provide one or more participants in the Discretionary Option Grant Program and Stock Issuance Program with the right to have us withhold a portion of the shares otherwise issuable to such participants in satisfaction of applicable withholding taxes that attach upon the exercise of options or the vesting of stock issuances or RSUs. Alternatively, the Plan Administrator may allow participants to deliver previously acquired shares of Common Stock in payment of such withholding tax liability.

Amendment and Termination

The Board may amend or modify the Stock Incentive Plan at any time, subject to any required stockholder approval pursuant to applicable laws and regulations (including applicable Nasdaq Global Select Market rules). Unless sooner terminated by the Board, the Stock Incentive Plan will terminate on the earliest of:

(i)10 years following the date the Stock Incentive Plan is approved by the Board, which will be April 20, 2036 (but any options, stock issuances or other awards outstanding on such date shall remain in effect in accordance with their terms);

(ii)the date on which all shares available for issuance under the Stock Incentive Plan have been issued as fully vested shares; or

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(iii)the termination of all outstanding options and stock issuances in connection with certain changes in control or ownership of the Company.

New Plan Benefits

As described above, all future grants, including the identification of grant recipients and the sizes and types of grants, will be determined by the Plan Administrator in its discretion, and no arrangements have been made at this time with respect to the shares reserved for issuance under the Stock Incentive Plan. Therefore, the amount of future awards under the Stock Incentive Plan is not yet determinable, and it is not possible to predict the benefits or amounts that will be received by, or allocated to, particular individuals or groups of employees or participants.

Equity Compensation Plan Information

As of April 13, 2026, an aggregate of 81,090,000 shares of Common Stock have been reserved for issuance over the term of the Stock Incentive Plan, without giving effect to the Share Increase proposed under the terms of this proposal. The total number of shares reserved or available under the Stock Incentive Plan as of April 13, 2026, without giving effect to the Share Increase proposed under the terms of this proposal is 54,027,003. This amount consists of 46,313,803 shares reserved for awards already granted and 7,713,200 shares of Common Stock available for future issuance under the Stock Incentive Plan.

Information regarding the securities authorized for issuance under our equity compensation plans is presented as of December 31, 2025, which does not give effect to the proposed Share Increase of 7,000,000 shares of Common Stock under the Stock Incentive Plan.


Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		(b) Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights($)	(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by security holders	49,805,077	(1)	7.83	11,526,373	(2)
Equity compensation plans not approved by security holders	5,705,339	(3)	8.33	1,459,895	(4)
Total	55,510,416		7.88	12,986,268

______________________

(1)Represents stock option awards and RSUs granted under the Stock Incentive Plan. The number of shares that may be issued pursuant to the Employee Stock Purchase Plan during a given period and the purchase price of such shares cannot be determined in advance of such purchases.

(2)Consists of 6,852,136 shares available for future issuance under the Stock Incentive Plan and 4,674,237 shares available for future issuance under the Employee Stock Purchase Plan.

(3)Represents stock option awards and RSUs granted under the Inducement Equity Incentive Plan. For a narrative description of the terms of the Inducement Equity Incentive Plan, see Note 13 to the Company’s audited consolidated financial statements for the year ended December 31, 2025, which is included in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2026.

(4)Represents shares available for issuance under the Inducement Equity Incentive Plan. For a narrative description of the terms of the Inducement Equity Incentive Plan, see Note 13 to the Company’s audited consolidated financial statements for the year ended December 31, 2025, which is included in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2026.

Federal Income Tax Consequences

The following is a summary of the U.S. federal income tax treatment applicable to us and the participants who receive awards under the Stock Incentive Plan based on the federal income tax laws in effect on the date of this Proxy Statement. This summary is not intended to be exhaustive and does not address all matters relevant to a particular participant based on the participant’s specific circumstances. The summary expressly does not discuss the income tax laws of any state, municipality, or non-U.S. taxing jurisdiction, or the gift, estate, excise (including the rules applicable to deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), or other tax laws other than U.S. federal income tax law. Because individual circumstances may vary, we recommend that all participants consult their own tax advisor concerning the tax implications of awards granted to them under the Stock Incentive Plan.

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Option Grants

Options granted under the Stock Incentive Plan may be either incentive stock options that satisfy the requirements of Section 422 of the Code or non-statutory options, which are not intended to meet such requirements. The federal income tax treatment for the two types of options differs as follows:

Incentive Stock Options. No taxable income is recognized by the optionee at the time of the option grant, and no taxable income is generally recognized at the time the option is exercised. The optionee will, however, recognize taxable income in the year in which the purchased shares are sold or otherwise transferred. For federal tax purposes, dispositions are divided into two categories: (i) qualifying and (ii) disqualifying. A qualifying disposition occurs if the sale or other disposition is made after the optionee has held the shares for more than two years after the option grant date and more than one year after the exercise date. If either of these two holding periods is not satisfied, then a disqualifying disposition will result. If the optionee makes a qualifying disposition, the taxable income recognized by the optionee will be treated as a long-term capital gain and we will not be entitled to an income tax deduction. If the optionee makes a disqualifying disposition of the purchased shares, then for the taxable year in which such disposition occurs, the optionee will recognize ordinary income, and we will be entitled to an income tax deduction, in an amount generally equal to the excess of (i) the fair market value of such shares on the option exercise date over (ii) the exercise price paid for the shares.

Non-Statutory Options. No taxable income is recognized by an optionee upon the grant of a non-statutory option. The optionee will in general recognize ordinary income in the year in which the option is exercised, in an amount equal to the excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for the shares.

Subject to limitations imposed by Section 162(m) of the Code, we will generally be entitled to an income tax deduction equal to the amount of ordinary income recognized by the optionee with respect to the exercised non-statutory option. Any such deduction will in general be allowed for the taxable year of the Company in which such ordinary income is recognized by the optionee.

Stock Appreciation Rights

No taxable income is recognized upon receipt of a stock appreciation right. The holder will recognize ordinary income in the year in which the stock appreciation right is exercised, in an amount equal to the appreciation distribution. Subject to limitations imposed by Section 162(m) of the Code, we will generally be entitled to an income tax deduction equal to the appreciation distribution in the taxable year in which the ordinary income is recognized by the optionee.

Stock Issuances

Generally, the issuance of unvested stock will not result in taxable income to the employee. Instead, upon vesting, the fair market value of such shares, less cash or other consideration paid (if any), will be included in the participant’s ordinary income as compensation. Any cash dividends or other distributions paid with respect to the stock prior to vesting will also be included in the holder’s ordinary income as compensation when paid. The participant may, however, elect under Section 83(b) of the Code, to include in his or her ordinary income at the time the stock is issued the fair market value of such shares less any amount paid. Any cash dividends paid thereafter will be treated as dividend income.

Subject to limitations imposed by Section 162(m) of the Code, we will generally be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant with respect to the stock issuance. The deduction will in general be allowed for the taxable year of the Company in which such ordinary income is recognized by the participant.

Restricted Stock Units (RSUs)

No taxable income is recognized by a participant upon grant of an RSU. The participant will recognize ordinary income, in the year in which the RSU vests and the underlying stock is issued to the participant, in an amount equal to the fair market value of the shares on the date of issuance. Any cash or other property paid with respect to such shares on the vesting date will also be included in the participant’s ordinary income as compensation at the time of payment. A participant may not make an 83(b) election with respect to an RSU. Subject to limitations imposed by Section 162(m) of the Code, we will generally be entitled to an income tax deduction to the extent the participant recognizes ordinary income with respect to an RSU. The deduction will in general be allowed for the taxable year of the Company in which such ordinary income is recognized by the participant.

Deductibility of Executive Compensation

Section 162(m) of the Code imposes an annual deduction limit of $1 million on compensation paid by the Company to “covered employees” in any taxable year. This rule may limit the deductibility of awards granted pursuant to the Stock Incentive Plan.

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Recommendation of the Board of Directors

THE BOARD OF DIRECTORS DEEMS THE APPROVAL OF THE AMENDED AND RESTATED STOCK INCENTIVE PLAN, INCREASING THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE STOCK INCENTIVE PLAN, TO BE IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDED AND RESTATED STOCK INCENTIVE PLAN.

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CORPORATE GOVERNANCE

Code of Business Conduct

We have a code of business conduct that applies to all our employees as well as to each member of the Board. The code of business conduct is available on our website at www.biocryst.com under the Corporate Governance section. The Company intends to post on its website any amendments to, or waivers from, its code of business conduct. To date, there have not been any waivers by us under the code of business conduct.

Board of Directors

The Company is governed by a Board of Directors, which currently consists of 10 directors as determined by resolution of the Board in accordance with the Company’s Certificate of Incorporation. The Board has determined that eight of the 10 current members of the Board (Mr. Frank, Dr. Galson, Ms. Heggie, Mr. Levin, Dr. McKee, Mr. Milano, Dr. Milne, and Ms. Sanders) are independent as defined by the Nasdaq Global Select Market (“Nasdaq”). In addition, the Board previously determined that Nancy Hutson and George Abercrombie, who served as directors of the Board until their retirements in January 2026 and June 2025, respectively, and Stephen Aselage, who served as a director of the Board until June 2025 and did not stand for reelection at our 2025 annual meeting of stockholders, were independent as defined by Nasdaq. In making its independence determinations, the Board considered Dr. Milne’s former role as Chief Executive Officer of Astria Therapeutics, Inc. The Board determined that, in light of all relevant facts and circumstances, including the absence of any relationships that would interfere with the exercise of independent judgment, as well as Nasdaq guidance, Dr. Milne qualified as an “independent director” under the Nasdaq listing standards. There are no family relationships among any of our directors or our executive officers.

The Board has established the Audit, Compensation, and Corporate Governance and Nominating committees to assist in the oversight of the Company. The Board has adopted charters for each of these committees, which are posted on the Company’s website at www.biocryst.com. The Company also makes available on its website its code of business conduct. Printed copies of these charters or the code of business conduct may be obtained, without charge, by contacting the Corporate Secretary, BioCryst Pharmaceuticals, Inc., 4505 Emperor Blvd., Suite 200, Durham, North Carolina 27703.

Board Leadership Structure

The Chair of the Board presides over the Board meetings and any executive session of the non-management directors. An executive session is held at every regularly scheduled Board meeting. Mr. Milano currently serves as the Chair of the Board. Dr. Hutson served as Chair of the Board until her retirement in January 2026. In connection with Dr. Hutson’s retirement, the Board elected Mr. Milano as Chair of the Board.

The Company’s CEO is responsible for setting the Company’s strategic direction and for the day-to-day leadership and performance of the Company, while the Company’s independent Chair assists and provides guidance to the CEO. The Company believes that having Mr. Milano serve as Chair is the most appropriate leadership structure for the Company at this time, based on the current circumstances and direction of the Company and the membership of the Board, including Mr. Milano’s vast leadership experience in the pharmaceutical industry. This leadership structure permits the CEO to focus his attention on managing our business and allows the Chair to function as an important liaison between management and the Board, enhancing the ability of the Board to provide oversight of the Company’s management and affairs.

Board Oversight of Management Succession Planning

The Board plays an active role in overseeing management succession planning and leadership development. The Board oversees a formal succession planning process for the CEO and other key executives, which includes regular talent reviews, assessment of potential successors and evaluation of the leadership capabilities needed to advance the Company’s strategy. Over the past year, this process has supported several important leadership transitions, including the planned transition of the CEO role from long-tenured Jon Stonehouse to internal leader Charles Gayer, the recruitment of top external talent for our CFO and Chief Research and Development Officer roles, and the appointment of an internal candidate as Chief Commercial Officer. These transitions reflect a combination of internal promotions and external appointments designed to align the leadership team’s skills and experience with the Company’s strategic priorities.

Risk Oversight

The Company does not view risk in isolation, but considers risk as part of its regular consideration of business strategy and business decisions. BioCryst approaches risk management by integrating its strategic planning, operational decision making and risk oversight through its internal Enterprise Risk Navigation committee, and by communicating risks and opportunities to the Board. The Board oversees the Company’s risk management function, directly and through its committees. The Board commits substantial time and effort every year to discussing and agreeing upon the Company’s strategic plan, and it reconsiders key elements of the strategic plan as warranted in response to significant events and

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opportunities. As part of the review of the strategic plan, as well as in evaluating events and opportunities that occur during the year, the Board and management also consider the risks relating to the strategic plan.

While the Board has primary responsibility for oversight of the Company’s risk management, the Board’s standing committees support the Board by regularly addressing various risks in their respective areas of oversight. Specifically, the Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls, compliance with public reporting requirements, and cybersecurity. The Audit Committee also is responsible for reviewing, discussing and advising the Board with respect to our corporate compliance program and code of business conduct. The Compensation Committee assists the Board in fulfilling its risk management oversight responsibilities with respect to human capital management and risks arising from compensation policies and programs. The Corporate Governance and Nominating Committee assists the Board in fulfilling its risk management oversight responsibilities with respect to risks related to corporate governance matters, including as they relate to the Company’s corporate responsibility risk management, strategy, initiatives, and policies. For additional information related to the Compensation Committee’s role in evaluating risks related to our executive compensation program, see “Compensation Discussion and Analysis” below.

Committees of the Board

Audit Committee

The Company’s Audit Committee currently consists of Mr. Levin, as its Chair, Ms. Heggie, and Mr. Milano, and is responsible for the review of internal accounting controls, financial reporting, and related matters. The Audit Committee’s responsibilities also include, among others, the preapproval of audit and non-audit services; reviewing the Company’s policies on enterprise risk assessment and risk management; reviewing the Company’s corporate compliance program; reviewing, preapproving and overseeing all related-party transactions; establishing and overseeing procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, or auditing matters; determining appropriate funding, to be provided by the Company, for payment of compensation to the independent accountants employed by the Company, any other advisors employed by the Audit Committee, and ordinary administrative expenses of the Audit Committee; reviewing and preapproving any non-GAAP financial disclosures and any pro forma financial disclosures; and reviewing and discussing accounting pronouncements, initiatives, and proposed rule changes relevant to the Company. The Audit Committee also recommends to the Board the independent accountants selected to be the Company’s auditors and reviews the audit plan, financial statements, and audit results, and it regularly reviews the independence, and evaluates the performance, of the selected independent accountants. In addition, the Audit Committee oversees the Company’s cybersecurity program and receives regular updates on the program from the Company’s cybersecurity steering committee.

The Board has adopted an Audit Committee Charter, available on the Company’s website, that meets all applicable rules of Nasdaq and the SEC. The Audit Committee members, including Mr. Abercrombie before his retirement, are “independent” directors as defined by Nasdaq and the SEC, meet the heightened independence standards applicable to Audit Committee members under Nasdaq and SEC rules, and meet Nasdaq’s financial literacy requirements for audit committee members. The Board has determined that each of Mr. Levin and Mr. Milano qualifies as an “audit committee financial expert,” as such term is defined by the SEC. The Audit Committee met four times during 2025.

Compensation Committee

The Company’s Compensation Committee currently consists of Ms. Sanders, as its Chair, Dr. Galson and Dr. Milne (since January 2026), and is responsible for the annual review of officer compensation and other incentive programs. The Compensation Committee’s responsibilities also include, among others, the review and recommendation to the Board of the compensation for directors serving on the Board and its committees; reviewing and approving the Company’s goals and objectives relevant to compensation of executive officers; overseeing the risk assessment of the Company’s compensation programs; reviewing compliance with any applicable Company stock ownership guidelines; assessing any conflicts of interest of the compensation consultant retained by the Compensation Committee; overseeing the administration of the Company’s clawback of incentive compensation; overseeing engagement with stockholders and proxy advisory firms on executive compensation matters; periodically reviewing the Company’s policies and strategies relating to human capital management and making recommendations to the Board with respect thereto; and reviewing and approving any compensatory contracts or similar transactions or arrangements with executive officers and certain other employees. Information describing the Compensation Committee’s processes and procedures for considering and determining executive compensation, including the role of consultants in determining or recommending the amount or form of director and executive compensation, is included under the heading “Compensation Discussion and Analysis” below.

The Board has adopted a Compensation Committee Charter, available on the Company’s website, that meets all applicable rules of Nasdaq and the SEC. The Compensation Committee members, including Dr. Hutson and Mr. Aselage

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during their time serving on the Compensation Committee, are “independent” directors as defined by Nasdaq, meet the heightened independence standards applicable to Compensation Committee members under Nasdaq rules, and are “non-employee” directors as defined by SEC rules. The Compensation Committee met six times during 2025.

Compensation Committee Interlocks and Insider Participation

The directors who served as members of the Compensation Committee during 2025 are Dr. Hutson, Mr. Aselage, Dr. Galson and Ms. Sanders. None of these directors have ever served as an officer or employee of the Company, and none of these directors had any relationship with the Company during 2025 that would be required to be disclosed pursuant to Item 404 of Regulation S-K. No interlocking relationships exist between our current Board of Directors or Compensation Committee and the board of directors or compensation committee of any other company.

Corporate Governance and Nominating Committee

The Company’s Corporate Governance and Nominating Committee currently consists of Dr. Galson, as its Chair, Ms. Heggie, and Dr. McKee, and is responsible for selecting persons for election or re-election as directors and providing oversight of the corporate governance affairs and policies of the Board of Directors and the Company. The Corporate Governance and Nominating Committee’s responsibilities also include, among others, overseeing the evaluation of the Board

SEC Form DEF 14A filed by BioCryst Pharmaceuticals Inc.