UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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

(Amendment No.)


Filed by the Registrant			☒
Filed by a party other than the Registrant			☐

Check the appropriate box:

☐	Preliminary Proxy Statement

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

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to § 240.14a-12

Vera Therapeutics, Inc.

(Name of Registrant as Specified in Its Charter)

N/A

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

Payment of Filing Fee (Check the appropriate box):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	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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VERA THERAPEUTICS, INC.

2000 Sierra Point Parkway, Suite 1200

Brisbane, California 94005

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 21, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Vera Therapeutics, Inc., a Delaware corporation (the “Company”). The Annual Meeting will be held on Thursday, May 21, 2026, at 8:00 a.m. (Pacific Time). The Annual Meeting will be held through a live webcast at www.virtualshareholdermeeting.com/VERA2026. You will not be able to attend the meeting in person. The Annual Meeting is being held for the following purposes:

1.	To elect the three Class II directors named herein to hold office until the Company’s 2029 annual meeting of stockholders.

2.	To ratify the selection by the Audit Committee of the Board of Directors of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026.

3.	To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement.

4.	To conduct any other business properly brought before the Annual Meeting.

These items of business are more fully described in the Proxy Statement referenced in this Notice.

You will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visiting www.virtualshareholdermeeting.com/VERA2026 and entering the 16-digit control number included in your Notice of Internet Availability, voting instruction form, or in the instructions that you received via email. Please refer to the additional logistical details and recommendations in the accompanying Proxy Statement. You may log-in beginning at 7:45 a.m. (Pacific Time) on Thursday, May 21, 2026. The record date for the Annual Meeting is March 24, 2026. Only holders of record of our Class A common stock at the close of business on that date and their proxyholders may vote at the Annual Meeting or any adjournment thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on

Thursday, May 21, 2026 at 8:00 a.m. PT at www.virtualshareholdermeeting.com/VERA2026.

The Proxy Statement and Annual Report to stockholders

are available at www.proxyvote.com.

By Order of the Board of Directors

Marshall Fordyce, M.D.

President and Chief Executive Officer

Brisbane, California

April 9, 2026


	Whether or not you expect to attend the meeting, please vote over the telephone or the internet as instructed in these materials, or, if you receive a paper proxy card by mail, by completing and returning the proxy mailed to you, as promptly as possible in order to ensure your representation at the Annual Meeting. Please note, however, that if your shares of Class A common stock are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you may be required to obtain a proxy issued in your name from that record holder.

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			Page
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING			1
PROPOSAL 1 ELECTION OF DIRECTORS			7
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			11
DIRECTOR NOMINATION PROCESS AND QUALIFICATIONS			11
DIRECTOR CANDIDATES RECOMMENDED BY STOCKHOLDERS			11
INDEPENDENCE OF THE BOARD OF DIRECTORS			11
BOARD LEADERSHIP STRUCTURE			12
ROLE OF THE BOARD IN RISK OVERSIGHT			12
MEETINGS OF THE BOARD OF DIRECTORS			12
INFORMATION REGARDING COMMITTEES OF THE BOARD OF DIRECTORS			13
AUDIT COMMITTEE			13
AUDIT COMMITTEE COMMITMENTS			14
REPORT OF THE AUDIT COMMITTEE OF THE BOARD			15
COMPENSATION COMMITTEE			16
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE			17
STOCKHOLDER COMMUNICATIONS WITH THE BOARD			18
CODE OF BUSINESS CONDUCT AND ETHICS			18
INSIDER TRADING POLICY			18
PROHIBITION ON SPECULATIVE TRADING			18
PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			19
PRINCIPAL ACCOUNTANT FEES AND SERVICES			19
PROPOSAL 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION			20
EXECUTIVE OFFICERS			21
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			23
DELINQUENT SECTION 16(A) REPORTS			25
COMPENSATION DISCUSSION AND ANALYSIS			26
EXECUTIVE SUMMARY			26
EXECUTIVE COMPENSATION PRACTICES			26
STOCKHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION			27
HOW WE DETERMINE EXECUTIVE COMPENSATION			27
COMPETITIVE MARKET REVIEW			28
OBJECTIVES AND ELEMENTS OF EXECUTIVE COMPENSATION			28
EMPLOYMENT OFFER LETTERS			31
SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS			31
OTHER FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM			31
OTHER POLICIES AND CONSIDERATIONS			32
COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT			32
COMPENSATION COMMITTEE REPORT			33
EXECUTIVE COMPENSATION TABLES			34
SUMMARY COMPENSATION TABLE			34
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025			35
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END			36
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025			37
PENSION BENEFITS			37
NONQUALIFIED DEFERRED COMPENSATION			37
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			37
CEO PAY RATIO			38

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VERA THERAPEUTICS, INC.

2000 Sierra Point Parkway, Suite 1200

Brisbane, California 94005

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 21, 2026

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why did I receive a notice regarding the availability of proxy materials on the internet?

Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, you have been sent a Notice of Internet Availability of Proxy Materials (the “Notice”) because the Board of Directors (the “Board”) of Vera Therapeutics, Inc. (sometimes referred to as “we,” “us,” “our,” or the “Company”) is soliciting your proxy to vote at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”), including at any adjournments or postponements of the Annual Meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

We intend to mail the Notice and make this proxy statement and the form of proxy available on or about April 9, 2026 to all stockholders of record entitled to vote at the Annual Meeting.

Will I receive any other proxy materials by mail?

We may send you a proxy card on or after April 19, 2026.

How do I attend the Annual Meeting?

The Annual Meeting will be held through a live webcast at www.virtualshareholdermeeting.com/VERA2026. You will not be able to attend the Annual Meeting in person. If you attend the Annual Meeting online, you will be able to vote and submit questions, at www.virtualshareholdermeeting.com/VERA2026.

You are entitled to attend the Annual Meeting if you were a holder of Class A common stock as of the close of business on March 24, 2026 (the “Record Date”) or hold a valid proxy for the meeting. To be admitted to the Annual Meeting, you will need to visit www.virtualshareholdermeeting.com/VERA2026 and enter the 16-digit control number found next to the label “control number” on your Notice, proxy card or voting instruction form, or in the email sending you the Proxy Statement. If you are a beneficial stockholder, you should contact the bank, broker or other institution where you hold your account well in advance of the meeting if you have questions about obtaining your control number/proxy to vote.

Whether or not you participate in the Annual Meeting, it is important that you vote your shares of Class A common stock.

We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately 15 minutes before the meeting on May 21, 2026.

What if I cannot find my control number?

Please note that if you do not have your control number and you are a registered stockholder, you will be able to log in as a guest. To view the meeting webcast, visit www.virtualshareholdermeeting.com/VERA2026 and register as a guest. If you log in as a guest, you will not be able to vote your shares or ask questions during the Annual Meeting.

If you are a beneficial owner (that is, you hold your shares of Class A common stock in an account at a bank, broker or other holder of record), you will need to contact that bank, broker or other holder of record to obtain your control number prior to the Annual Meeting.

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Will a list of record stockholders as of the Record Date be available?

For the ten days prior to the Annual Meeting, a list of our record stockholders will be available for examination by appointment by any stockholder of record for a legally valid purpose at our corporate headquarters during regular business hours. To schedule an appointment to access the list of record stockholders beginning May 11, 2026 and until the Annual Meeting, stockholders should email ir@veratx.com.

Who can vote at the Annual Meeting?

Only holders of Class A common stock of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. On this Record Date, there were 71,713,905 shares of Class A common stock outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If on the Record Date your shares of Class A common stock were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record. We urge you to fill out and return the proxy card that you may request or that we may elect to deliver at a later time or vote by proxy over the telephone or on the internet as instructed below to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on the Record Date your shares of Class A common stock were held, not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares of Class A common stock held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares of Class A common stock in your account.

What am I voting on?

There are three matters scheduled for a vote:

•	Proposal 1: To elect the three Class II directors named herein to hold office until the Company’s 2029 annual meeting of stockholders.

•	Proposal 2: To ratify the selection by the Audit Committee of the Board (the “Audit Committee”) of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026.

•	Proposal 3: To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement.

What if another matter is properly brought before the meeting?

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

How do I vote?

You may either vote “For” or “Withhold” your vote for each nominee to the Board. For each of the other matters to be voted on, you may vote “For” or “Against” or abstain from voting.

The procedures for voting are fairly simple:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote using the following mechanisms:

•	To vote during the Annual Meeting, if you are a Class A common stockholder of record as of the Record Date, follow the instructions at www.virtualshareholdermeeting.com/VERA2026. You will need to enter your 16-digit control number.

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•	To vote prior to the Annual Meeting (until 11:59 p.m. Eastern Time on May 20, 2026), you may vote through the Internet; by telephone; or by completing and returning your proxy card, as described below.

○	To vote through the Internet prior to the Annual Meeting, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the control number from the Notice. Your Internet vote must be received by 11:59 p.m. Eastern Time on May 20, 2026 to be counted.

○	To vote by telephone prior to Annual Meeting, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the control number from the Notice. Your telephone vote must be received by 11:59 p.m. Eastern Time on May 20, 2026 to be counted.

○	To vote using the proxy card prior to the Annual Meeting, simply complete, sign and date the proxy card and return it promptly in the envelope provided. If we receive your signed proxy card before the Annual Meeting, we will vote your shares of Class A common stock as you direct.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares of Class A common stock registered in the name of your broker, bank or other agent, you should have received a Notice containing voting instructions from that organization rather than from the Company. To vote prior to the Annual Meeting, simply follow the voting instructions in the Notice to ensure that your vote is counted. You may vote during the Annual Meeting by logging in with your control number on your voting instruction form at www.virtualshareholdermeeting.com/VERA2026 and inserting your 16-digit control number. In order to obtain your 16-digit control number, please reach out to your broker, bank or other agent. If you do not have your 16-digit control number, you will not be able to vote during the Annual Meeting.

Internet proxy voting may be provided to allow you to vote your shares of Class A common stock online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access.

How many votes do I have?

On each matter to be voted upon, you are entitled to one vote for each share of Class A common stock you own as of the Record Date.

If I am a Class A stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

If you are a Class A stockholder of record and do not vote by completing your proxy card, by telephone, through the internet or online at the Annual Meeting, your shares of Class A common stock will not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares of Class A common stock will be voted “For” the election of each of the three nominees for director, “For” the ratification of the selection by the Audit Committee of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026, and “For” the advisory vote on the compensation of the Company’s named executive officers. If any other matter is properly presented at the Annual Meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares of Class A common stock using his or her best judgment.

If I am a beneficial owner of shares of Class A common stock held in street name and I do not provide my broker or bank with voting instructions, what happens?

If you are a beneficial owner of shares of Class A common stock held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares of Class A common stock in its discretion. In this regard, under the rules of the New York Stock Exchange (“NYSE”), brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares of Class A common stock with respect to matters considered to be “routine” under NYSE rules, but not with respect to “non-routine” matters. In this regard, Proposal 1 and Proposal 3 are considered to be “non-routine” under NYSE rules, meaning that your broker may not vote your shares of Class A common stock on those proposals in the absence of your voting instructions. However, Proposal 2 is considered to be a “routine” matter under NYSE rules, meaning that if you do not return voting instructions to your broker by its deadline, your shares of Class A common stock may be voted by your broker in its discretion on Proposal 2.

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If you are a beneficial owner of shares held in street name, in order to ensure your shares of Class A common stock are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares of Class A common stock may be registered in more than one name or in different accounts. Please follow the voting instructions on each of the Notices to ensure that all of your shares of Class A common stock are voted.

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares of Class A common stock, you may revoke your proxy in any one of the following ways:

•	You may submit another properly completed proxy card with a later date.

•	You may grant a subsequent proxy by telephone or through the internet.

•	You may send a timely written notice that you are revoking your proxy to Vera Therapeutics, Inc., 2000 Sierra Point Parkway, Suite 1200, Brisbane, California 94005, Attention: Corporate Secretary.

•	You may attend the Annual Meeting and vote online. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

Your most current proxy card or telephone or internet proxy is the one that is counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares of Class A common stock are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or other agent to revoke or change your vote.

When are stockholder proposals and director nominations due for next year’s annual meeting?

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 10, 2026 to Vera Therapeutics, Inc., 2000 Sierra Point Parkway, Suite 1200, Brisbane, California 94005, Attention: Corporate Secretary, in addition to complying with certain rules and regulations promulgated by the SEC. If you wish to submit a proposal at the meeting that is not to be included in next year’s proxy materials or a director nomination, you must do so between January 21, 2027 and February 20, 2027. In addition, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also comply with the additional requirements of Rule 14a19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You are also advised to review the Company’s amended and restated bylaws, which contain additional requirements relating to advance notice of stockholder proposals and director nominations. The timely submission of a proposal (including a director nomination) does not guarantee its inclusion in the Company’s proxy materials.

What are “broker non-votes”?

As discussed above, when a beneficial owner of shares held in street name does not give voting instructions to his or her broker, bank or other securities intermediary holding his or her shares as to how to vote on matters deemed to be “non-routine” under NYSE rules, the broker, bank or other such agent cannot vote the shares. These unvoted shares are counted as “broker non-votes.” Proposal 1 and Proposal 3 are considered to be “non-routine” under NYSE rules and we therefore expect broker non-votes to exist in connection with those proposals.

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As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares of Class A common stock are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

What vote is required for adoption or approval of each proposal and how will votes be counted?

Proposal

Number

Proposal

Description

Vote Required for

Approval

Voting

Options

Effect of

Abstentions

or Withhold

votes, as

applicable

Effect of

Broker

Non-

Votes

Board

Recommendation

Election of three Class II Directors named in this Proxy Statement to hold office until the 2029 annual meeting of stockholders

Plurality of the votes of shares of Class A common stock present virtually or represented by proxy at the meeting and entitled to vote generally on the election of directors

For or Withhold

No Effect

For All Nominees

Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026

Majority of the voting power of shares of Class A common stock present in person, by remote communication, or represented by proxy at the meeting and voting affirmatively or negatively (excluding abstentions and broker non-votes) on the matter

For, Against or Abstain

No Effect

Not Applicable

For

Advisory approval of the compensation of the Company’s named executive officers

For, Against or Abstain

No Effect

For

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. The presence, in person, by remote communication, if applicable, or by proxy, of the holders of a majority of the voting power of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. On the Record Date, there were 71,713,905 shares of Class A common stock outstanding and entitled to vote.

Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chair of the Annual Meeting or the holders of a majority of the voting power of shares of Class A common stock represented thereat and entitled to vote thereon may adjourn the meeting to another date.

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How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results are expected to be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

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PROPOSAL 1

ELECTION OF DIRECTORS

The Board is divided into three classes, with only one class of directors being elected in each year and each class (Class I, Class II and Class III) serving a three-year term. Each Class I director has a term that expires at the Company’s 2028 annual meeting of stockholders, each Class II director has a term that expires at this Annual Meeting and each Class III director has a term that expires at the Company’s 2027 annual meeting of stockholders, or in each case until their respective successors are duly elected and qualified, or until their earlier death, resignation, or removal.

The Board currently has eleven members. There are four directors in the class whose term of office expires in 2026: Michael Morrissey, Ph.D., Patrick Enright, Maha Katabi, Ph.D., and James R. Meyers. Dr. Katabi’s term as a director will conclude at the Annual Meeting, at which time the authorized size of the Board will automatically be reduced to ten members.


Director Name	Age	Term Expires	Class	Position(s) Held	Director Since
Michael M. Morrissey, Ph.D.	65	2026	II	Director, Chair	2022
Patrick G. Enright	64	2026	II	Director	2020
James R. Meyers	61	2026	II	Director	2025
Maha Katabi, Ph.D.	52	2026	II	Director	2020
Andrew Cheng, M.D., Ph.D.	59	2027	III	Director	2017
Christopher Hite	59	2027	III	Director	2026
Scott Morrison	68	2027	III	Director	2020
Christy Oliger	56	2027	III	Director	2024
Marshall Fordyce, M.D.	52	2028	I	Director, President and Chief Executive Officer	2016
Kimball Hall	60	2028	I	Director	2021
Beth Seidenberg, M.D.	69	2028	I	Director	2016

Each director nominee is currently a director of the Company and, in the case of Dr. Morrissey and Mr. Enright, was previously elected by the stockholders. Mr. Meyers was appointed to the Board in November 2025 and his candidacy was recommended by another director of the Company – no fees were paid to any third party to identify, evaluate or assist in identifying or evaluating Mr. Meyers as a nominee. If elected at the Annual Meeting, each of these three nominees would serve until the Company’s 2029 annual meeting of stockholders and until the director’s successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve.

The Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct the Company’s business. To that end, the Nominating Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating Committee views as critical to effective functioning of the Board. The brief biographies below include information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the Nominating Committee to believe that that nominee should continue to serve on the Board. However, each of the members of the Committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members. The following is a brief biography as of the Record Date of each nominee and each director whose term will continue after the Annual Meeting.

Nominees for Election for a Three-year Term Expiring at the Company’s 2029 Annual Meeting of Stockholders

Michael M. Morrissey, Ph.D. Dr. Morrissey has served as a director and as President and Chief Executive Officer of Exelixis, Inc. (Nasdaq: EXEL) since July 2010. Dr. Morrissey has held positions of increasing responsibility at Exelixis since he joined the company in February 2000, including serving as President of Research and Development from

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January 2007 until July 2010. From 1991 to 2000, Dr. Morrissey held several positions at Berlex Biosciences, Inc., last holding the position of Vice President, Discovery Research. Earlier in his career, Dr. Morrissey served as a Senior Scientist and Project Team Leader in Medicinal Chemistry at CIBA-Geigy Corporation. Dr. Morrissey served as a member of the board of directors of XWPharma Ltd., a privately held, clinical-stage biopharmaceutical company dedicated to the discovery and development of novel therapeutics, from December 2020 to April 2023 and CERo Therapeutics, Inc. (Nasdaq: CERO), a biopharmaceutical company, from January 2022 to November 2022. He is the author of numerous scientific publications in medicinal chemistry and drug discovery and an inventor on 70 issued U.S. patents and 25 additional published U.S. patent applications. Dr. Morrissey holds a B.S. (Honors) in Chemistry from the University of Wisconsin and a Ph.D. in Chemistry from Harvard University. Our Board and Nominating Committee believe that Dr. Morrissey is qualified to serve as a member of our Board due to his extensive experience in clinical development and as a biopharmaceutical executive.

Patrick G. Enright. Mr. Enright co-founded Longitude Capital Management Co., LLC, a healthcare venture capital firm, where he has served as a Managing Director since 2006. Previously, Mr. Enright was a Managing Director of Pequot Ventures, the venture capital arm of Pequot Capital Management, Inc., where he co-led the life sciences investment practice. Mr. Enright also has significant life sciences operations experience including serving in senior executive positions at Valentis, Inc., Boehringer Mannheim Pharmaceuticals Corp. (acquired by Roche Holding Ltd.) (together with its affiliates, “Roche”) and Sandoz, Inc. (now Sandoz Group AG). Mr. Enright has served on the board of directors of Jazz Pharmaceuticals PLC (Nasdaq: JAZZ), a public biopharmaceutical company, since July 2009, BioAge Labs, Inc. (Nasdaq: BIOA), a biopharmaceutical company, since February 2024 and Zenas Biopharma, Inc. (Nasdaq: ZBIO), a biopharmaceutical company, since November 2022, as well as several private biopharmaceutical companies. Mr. Enright also served on the board of directors of the National Venture Capital Association (NVCA). Mr. Enright previously served on the board of directors of over twenty companies, including Aptinyx Inc. (Nasdaq: APTX), a biotechnology company, from May 2016 to November 2022. Mr. Enright received a B.S. in Biological Sciences from Stanford University and an M.B.A. from the Wharton School of the University of Pennsylvania. Our Board and Nominating Committee believe that Mr. Enright is qualified to serve on our Board due to his experience serving on the board of directors of clinical-stage biotechnology companies and his investment experience in the life sciences industry.

James R. Meyers. Mr. Meyers has over thirty years of commercial leadership experience in the biopharmaceutical industry. Mr. Meyers currently serves as a Senior Advisor to the Boston Consulting Group, Inc. where he advises several major biopharmaceutical companies. From November 2020 to May 2024, Mr. Meyers served as President and Chief Executive Officer of IntraBio Ltd., a privately-held biopharmaceutical company. Previously, Mr. Meyers held positions of increasing responsibility at Gilead Sciences, Inc. (Nasdaq: GILD), (“Gilead”), a biotechnology company, from 1996 to December 2021, most recently serving as a Senior Advisor and previously serving as Executive Vice President of Worldwide Commercial Operations from November 2016 to February 2018, where he was responsible for global commercialization activities, including pricing and market access in North America, Europe, Middle East, Australia, and Japan. During his tenure at Gilead, Mr. Meyers oversaw or led some of the most important and successful product launches in the history of the biopharmaceutical industry. Prior to Gilead, Mr. Meyers held positions of increasing responsibility with AstraZeneca PLC (Nasdaq: AZN) (“AstraZeneca”). Mr. Meyers currently serves on the board of directors of two biopharmaceutical companies, Sangamo Therapeutics, Inc. (Nasdaq: SGMO) and CytomX Therapeutics, Inc. (Nasdaq: CTMX), as well as certain private biotech companies. Mr. Meyers previously served on the board of Arbutus Biopharma Corporation (Nasdaq: ABUS) (“Arbutus”), a biopharmaceutical company, from October 2018 to February 2025. Mr. Meyers received his B.S. in Economics from Boston College. Our Board and Nominating Committee believe that Mr. Meyers is qualified to serve on our Board due to his extensive experience in the biopharmaceutical industry and experience serving on the board of directors of other public biopharmaceutical companies.

THE BOARD RECOMMENDS

A VOTE IN FAVOR OF EACH NAMED NOMINEE.

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Directors Continuing in Office Until the Company’s 2027 Annual Meeting of Stockholders

Andrew Cheng, M.D., Ph.D. Dr. Cheng currently serves as the chairman of the board of directors of the privately held biotechnology company, Expedition Therapeutics Inc. Dr. Cheng served as the President and Chief Executive Officer, as well as a director, of Akero Therapeutics, Inc. (Nasdaq: AKRO), a biotechnology company, from September 2018 until its acquisition by Novo Nordisk A/S, a biopharmaceutical company, in December 2025. Dr. Cheng also served as non-executive director for MorphoSys AG (Nasdaq: MOR), a biopharmaceutical company, from May 2022 until its acquisition in February 2024 by Novartis AG. From August 2019 to May 2022, Dr. Cheng served as a non-executive director for Arbutus. Before joining Akero, Dr. Cheng was at Gilead as Chief Medical Officer from March 2018 to September 2018, Executive Vice President from February 2015 to September 2018, and Senior Vice President from February 2009 to February 2015. From April 2018 to November 2018, Dr. Cheng served on the board of directors of Syntimmune, Inc., a biotechnology company, which was acquired by Alexion Pharmaceuticals, Inc (now a subsidiary of AstraZeneca). Dr. Cheng holds a B.A. in biology from the Johns Hopkins University and an M.D. and Ph.D. in cellular and molecular biology from Columbia University College of Physicians and Surgeons. He completed his internal medicine residency at UCLA and was board certified in internal medicine. Our Board and Nominating Committee believe that Dr. Cheng is qualified to serve as a member of our Board due to his extensive experience in clinical development across multiple therapeutic areas.

Christopher Hite. Mr. Hite currently serves as Chairman, Partnering and Investments of Royalty Pharma plc (Nasdaq: RPRX), a biopharmaceutical company, a position he has held since March 2026. Prior to such time, Mr. Hite served as Executive Vice President and Vice Chairman of Royalty Pharma plc since March 2020. Previously, Mr. Hite was Vice Chairman and Global Head of Healthcare at Citigroup Inc. (NYSE: C) (“Citi”), where he worked from 2008 to 2020. Prior to joining Citi, Mr. Hite was the Global Head of Healthcare Investment Banking at Lehman Brothers Holdings Inc. Mr. Hite serves on the Board of Trustees at Lehigh University, the Board of Directors of Kailera Therapeutics, Inc. and served on the Board of Directors of Acceleron Pharma, Inc. (Nasdaq: XLRN), a biopharmaceutical company, until its acquisition by Merck in November 2021. Mr. Hite has a B.S. from Lehigh University and a J.D. and M.B.A from the University of Pittsburgh. Our Board and Nominating Committee believe that Mr. Hite is qualified to serve as a member of our Board due to his extensive experience in the pharmaceutical and biotechnology sectors.

Scott Morrison. From 1996 to December 2015, Mr. Morrison was a partner with Ernst & Young LLP, a public accounting firm, where he also served as U.S. Life Sciences Leader from 2002 to December 2015. Mr. Morrison currently serves on multiple public company boards, including Corvus Pharmaceuticals Inc. (Nasdaq: CRVS), a biopharmaceutical company, since December 2015, IDEAYA Biosciences, Inc. (Nasdaq: IDYA), a biotechnology company, since July 2018, Zai Lab Limited (Nasdaq: ZLAB), a biotechnology company, since October 2021, and Tarsus Pharmaceuticals, Inc. (Nasdaq: TARS), a biotechnology company, since October 2022. Mr. Morrison previously served on the boards of Global Blood Therapeutics, Inc. (Nasdaq: GBT), a biopharmaceutical company, from December 2015 through its sale to Pfizer Inc. (NYSE: PFE), a biopharmaceutical company, on October 4, 2022, Audentes Therapeutics, Inc. (Nasdaq: BOLD), a biotechnology company, from January 2016 through its sale to Astellas Pharma Inc. in January 2020, and Escape Bio, Inc., a biotechnology company, from July 2020 to November 2022. Mr. Morrison has also held roles on the boards of directors of numerous other life sciences industry organizations. Mr. Morrison has previously served on the boards of directors of the Life Sciences Foundation, the California Life Sciences Association, the Biotech Institute and the Emerging Companies Section of the Biotechnology Innovation Organization. He holds a B.S. in Business Administration from the University of California, Berkeley and is a certified public accountant (inactive). Our Board and Nominating Committee believe that Mr. Morrison’s 45 years of experience serving life sciences companies and in public accounting as well as many years of governance experience qualifies him to serve on our Board.

Christy Oliger. Ms. Oliger currently serves on multiple public company boards, including Karyopharm Therapeutics Inc. (Nasdaq: KPTI), a biopharmaceutical company, since August 2020, Replimune Group, Inc. (Nasdaq: REPL), a biotechnology company, since December 2021, and Nuvalent, Inc. (Nasdaq: NUVL), a biopharmaceutical company, since June 2025. She previously served on the boards of LAVA Therapeutics N.V. (Nasdaq: LVTX), a biopharmaceutical company, from March 2023 until its acquisition by XOMA Royalty Corporation (Nasdaq: XOMA), a biotech royalty aggregator, in November 2025, Sierra Oncology, Inc. (Nasdaq: SRRA) (“Sierra Oncology”), a biopharmaceutical company from June 2021 until its acquisition by GSK plc (NYSE: GSK) (“GSK”), a biotechnology company, in July 2022, Reata Pharmaceuticals, Inc. (Nasdaq: RETA) from April 2021 until its acquisition by Biogen, Inc. (Nasdaq: BIIB), a biopharmaceutical company, in June 2023, and RayzeBio, Inc. (Nasdaq: RYZB), a biopharmaceutical company, from August 2023 until its acquisition by Bristol Myers Squibb in February 2024. In her most recent operational role, Ms. Oliger served as Genentech’s Senior Vice President, Oncology Business Unit Head

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from 2017 to 2020. During her 20-year tenure at Genentech, she held senior commercial leadership roles across a variety of therapeutic areas, including oncology, neurology, rare disease, respiratory, dermatology, and immunology. In addition, while at Genentech Ms. Oliger held senior R&D roles, including leading the Roche global portfolio management function. Ms. Oliger holds a Bachelor of Arts in Economics from the University of California at Santa Barbara. Our Board and Nominating Committee believe that Ms. Oliger’s experience serving life sciences companies as an executive and as a director qualifies her to serve on our Board.

Directors Continuing in Office Until the Company’s 2028 Annual Meeting of Stockholders

Marshall Fordyce, M.D. Dr. Fordyce is our founder and has served as our President and Chief Executive Officer and as a member of our Board since May 2016. From April 2011 to July 2016, Dr. Fordyce held a number of senior leadership roles at Gilead, including Director of Clinical Research and Senior Director of Clinical Research, where he was responsible for leading teams in clinical translation, development and commercialization of new treatments. In April 2012, Dr. Fordyce joined the Albert and Mary Lasker Foundation, a foundation supporting biomedical research, as a non-executive director and continues in that role. Dr. Fordyce received a B.A. in medical anthropology from Harvard University and an M.D. from Harvard Medical School. Our Board and Nominating Committee believe that Dr. Fordyce is qualified to serve on our Board due to his extensive experience in the biotechnology industry in senior leadership roles, as well as the perspective and experience he brings as our President and Chief Executive Officer.

Kimball Hall. Ms. Hall served as Chief Executive Officer of Biovire, Inc., a pharmaceutical manufacturing company, from March 2025 to August 2025. Ms. Hall served as President and Chief Executive Officer of Innocoll Holdings Ltd., a pharmaceutical company, from January 2023 until March 2025. From December 2020 to January 2023, Ms. Hall served as President and Chief Operating Officer of Abzena Holdings (US), LLC, a privately owned contract development and manufacturing organization. She also served as a member of Abzena’s board of directors and first joined as Chief Operating Officer in October 2019. Since January 2016, prior to joining Abzena, Ms. Hall held several executive positions at Genentech, Inc. (“Genentech”), now a member of the Roche family. She served as a member of the Genentech Executive Committee and was Senior Vice President, Global Head of Drug Substance Manufacturing. Prior to joining Genentech, Ms. Hall spent 16 years at Amgen, a biotechnology company. Ms. Hall received a B.S. in microbiology from the University of Washington. Our Board and Nominating Committee believe that Ms. Hall is qualified to serve on our Board given her extensive experience as an executive in the pharmaceutical and biotechnology sectors.

Beth Seidenberg, M.D. Dr. Seidenberg is a founding Managing Director of Westlake BioPartners, a venture capital firm, a position she has held since September 2018. Dr. Seidenberg has served as Managing Member of certain venture capital funds advised by Kleiner Perkins Caufield and Byers, LLC, a venture capital firm, since May 2005, where she primarily focuses on life sciences investing. Prior to joining Kleiner Perkins, Dr. Seidenberg was the Senior Vice President, Head of Global Development and Chief Medical Officer at Amgen Inc. (Nasdaq: AMGN) (“Amgen”), a biotechnology company. In addition, Dr. Seidenberg was a senior executive in research and development at Bristol Myers Squibb Company (NYSE: BMY) (“Bristol Meyers Squibb”), a biopharmaceutical company, and Merck & Co., Inc. (NYSE: MRK) (“Merck”). Dr. Seidenberg has served on the board of directors of Sagimet Biosciences (Nasdaq: SGMT), a biotechnology company, since April 2007, Kyverna Therapeutics, Inc. (Nasdaq: KYTX), a biopharmaceutical company, since September 2018 and several privately held life sciences companies. Dr. Seidenberg served on the board of directors of ACELYRIN, INC. (Nasdaq: SLRN), a biopharmaceutical company, from October 2020 to May 2025, Atara Biotherapeutics, Inc. (Nasdaq: ATRA), a biopharmaceutical company from August 2012 to June 2023, and Progyny, Inc (Nasdaq: PGNY), a fertility benefit management company, from May 2010 to November 2024. Dr. Seidenberg received a B.A. from Barnard College and an M.D. from the University of Miami School of Medicine and completed her post-graduate training at the Johns Hopkins University, George Washington University and the National Institutes of Health. Our Board and Nominating Committee believe that Dr. Seidenberg is qualified to serve on our Board because of her extensive experience in the life sciences industry as a senior executive and venture capitalist, as well as her training as a physician.

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INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Director Nomination Process and Qualifications

The Nominating Committee believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. The Nominating Committee will consider factors including, without limitation, possession of relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of the Company’s stockholders. However, the Nominating Committee retains the right to modify these qualifications from time to time.

Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of stockholders. In conducting this assessment, the Nominating Committee typically considers social background, viewpoints, cognitive and personal strengths, industry and professional experience, and such other factors as it deems appropriate, given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability.

The Nominating Committee appreciates the value of thoughtful Board refreshment, and seeks to identify and consider qualities, skills and other director attributes that would enhance the composition of the Board. In the case of incumbent directors whose terms of office are set to expire, the Nominating Committee reviews these directors’ overall service to the Company during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. The Committee also takes into account the results of the Board’s self-evaluation, conducted annually on a group and individual basis. In the case of new director candidates, the Nominating Committee also determines whether the nominee is independent for Nasdaq purposes, which determination is based upon applicable Nasdaq Stock Market (“Nasdaq”) listing rules, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote.

Director Candidates Recommended by Stockholders

The Nominating Committee will consider director candidates recommended by stockholders. The Nominating Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Nominating Committee no later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting at Vera Therapeutics, Inc., 2000 Sierra Point Parkway, Suite 1200, Brisbane, California 94005, Attention: Corporate Secretary. Submissions must include, among other things, (i) the name, age, business address and residence address of such nominee; (ii) the principal occupation or employment of such nominee; (iii) the class and series and number of shares of each class and series of capital stock of the Company that are owned of record and beneficially by such nominee; (iv) the date or dates on which such shares were acquired and the investment intent of such acquisition; and (v) such other information concerning such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved and whether or not proxies are being or will be solicited), or that is otherwise required to be disclosed pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.

Independence of the Board of Directors

As required under the Nasdaq listing rules, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors. The Board consults with the Company’s counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in the Nasdaq listing rules, as in effect from time to time.

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Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and the Company, its senior management and its independent auditors, the Board has affirmatively determined that the following ten directors are independent directors within the meaning of the applicable Nasdaq listing rules: Drs. Cheng, Seidenberg, Morrissey and Katabi, Messrs. Enright, Hite, Meyers and Morrison and Mses. Hall and Oliger. In making this determination, the Board found that none of these directors or nominees for director had a material or other disqualifying relationship with the Company.

Board Leadership Structure

The Board maintains the flexibility to determine whether the roles of Board Chair and Chief Executive Officer should be combined or separated, based on what it believes is in the best interests of the Company at a given point in time. The Board believes that this flexibility is in the best interest of the Company and that a one-size-fits-all approach to corporate governance, with a mandated independent Chair, would not result in better governance or oversight.

At this time, the Board is currently chaired by Dr. Morrissey. The Board Chair has authority, among other things, to call and preside over Board meetings, to set meeting agendas and to determine materials to be distributed to the Board. Accordingly, the Board Chair has substantial ability to shape the work of the Board. The Company believes that separation of the positions of Board Chair and Chief Executive Officer reinforces the independence of the Board in its oversight of the business and affairs of the Company. In addition, the Company believes that having an independent Board Chair creates an environment that is more conducive to the Board’s objective evaluation and oversight of management’s performance, increasing management accountability, and improving the ability of the Board to monitor whether management’s actions are in the best interests of the Company and its stockholders, including with respect to evaluating whether steps management is taking to manage risks are appropriate for the Company. We expect the Board Chair to facilitate communications among our directors and between the Board and senior management. While Dr. Morrissey provides independent leadership, he also works closely with our Chief Executive Officer to ensure that our directors receive the information that they need to perform their responsibilities, including discussing and providing critical review of the matters that come before the Board and assessing management’s performance. As a result, we believe that such separation can enhance the effectiveness of our Board as a whole. In addition, the Company has a separate Chair for each committee of the Board. The Chair of each committee reports periodically to the Board on the activities of their committee in fulfilling their responsibilities as detailed in their respective charters.

Role of the Board in Risk Oversight

One of the Board’s key functions is informed oversight of the Company’s risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for the Company. The Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. The Audit Committee’s responsibilities also include oversight of the Company’s cybersecurity risk management processes, including oversight of mitigation of risks from cybersecurity threats. The Nominating Committee monitors the effectiveness of our corporate governance guidelines. The Compensation Committee of the Board (the “Compensation Committee”) assesses and monitors our practices and policies of employee compensation as they relate to risk management and risk-taking incentives.

Meetings of the Board of Directors

The Board met five times during 2025. Each Board member attended at least 75% of the aggregate number of meetings of the Board and of the committees on which they served, held during the portion of 2025 for which they were directors or committee members, respectively.

Executive sessions, which are meetings at which only independent directors are present, are regularly scheduled throughout the year, typically at the time of each regular Board meeting and as frequently as such independent directors deem appropriate.

Under our Corporate Governance Guidelines, directors are encouraged, but not required, to attend the Company’s annual stockholders meetings. Six of the nine then-serving directors attended the 2025 Annual Meeting.

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Information Regarding Committees of the Board of Directors

The table below provides membership information for each of the Audit Committee, the Compensation Committee, and Nominating Committee as of the date hereof. Dr. Fordyce does not serve on any of the standing committees.


Name	Audit	Compensation	Nominating and Corporate Governance
Michael Morrissey, Ph.D.	X		X
Andrew Cheng, M.D., Ph.D.⁽¹⁾		X
Patrick Enright		X*
Kimball Hall		X
Christopher Hite⁽²⁾
Maha Katabi, Ph.D., C.F.A.			X*
James Meyers⁽³⁾	X
Scott Morrison	X*
Christy Oliger			X
Beth Seidenberg, M.D.	X
Total meetings in 2025	4	4	3

*	Committee Chair

(1)	Dr. Cheng has been appointed as a member and Chair of the Nominating and Corporate Governance Committee, effective following the Annual Meeting.

(2)	Mr. Hite was appointed as a member of the Board in March 2026.

(3)	Mr. Meyers was appointed as a member of the Board and Audit Committee in November 2025.

Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The Board has determined that each member of each committee meets the applicable Nasdaq listing rules and SEC rules and regulations regarding “independence” and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to the Company. The Board has adopted a written charter for each of the Audit Committee, Compensation Committee and Nominating Committee, which charters are available to stockholders on the Company’s website at https://ir.veratx.com/. The information on the Company’s website is not incorporated by reference into this Proxy Statement or the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 26, 2026 (the “Annual Report”).

Following the Annual Meeting, Dr. Katabi will no longer serve as a member of the Board, and Dr. Cheng will succeed Dr. Katabi as Chair of the Nominating Committee.

Below is more information about each of the Audit Committee, the Compensation Committee, and the Nominating Committee.

Audit Committee

The Audit Committee was established by the Board in accordance with Section 3(a)(58)(A) of the Exchange Act, to oversee the Company’s corporate accounting and financial reporting processes and audits of its financial statements. The primary purpose of the Audit Committee is to discharge the responsibilities of the Board with respect to our corporate accounting and financial reporting processes, systems of internal control and financial-statement audits, and to oversee our independent registered accounting firm. Specific responsibilities of the Audit Committee include:

•	overseeing our corporate accounting and financial reporting processes;

•	managing the selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

•	discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

•	developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

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•	monitoring and assessing, and overseeing the reporting of, any material cybersecurity breaches and associated risks;

•	reviewing related person transactions;

•	helping the Board oversee our legal and regulatory compliance, including risk assessment;

•	obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and

•	approving, or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm.

The Board has also determined that Mr. Morrison qualifies as an “audit committee financial expert,” as defined in applicable SEC rules. In making this determination, the Board made a qualitative assessment of Mr. Morrison’s level of knowledge and experience based on a number of factors, including his formal education and experience as a partner for Ernst & Young LLP, a public accounting firm.

Audit Committee Commitments

Our Board pays careful attention to the committee commitments of our directors. We understand that proxy advisory firms set guidelines as to the number of public company audit committees on which a director should simultaneously serve. However, we also recognize the importance of evaluating a director’s audit committee commitments on an individual, case-by-case basis to ensure (1) that such director has sufficient time to meaningfully serve on our Audit Committee and (2) that our Audit Committee is composed of independent, qualified directors with the requisite financial acumen.

Currently, our director Mr. Morrison sits on five public company audit committees (including our Audit Committee). The Board believes that Mr. Morrison’s experience, expertise, independence, and institutional knowledge, especially with respect to the Company’s auditing processes and its financial history, planning, and strategy, make him a valuable member of our Audit Committee. Furthermore, the Board believes that Mr. Morrison has demonstrated his commitment and dedication to serving on our Audit Committee, as he has proven to be a highly-engaged committee chair, with an outstanding attendance record to our board and audit committee meetings. Accordingly, the Board believes that Mr. Morrison’s service on four other public companies’ audit committee does not, and will not, negatively impact his service on our Audit Committee.

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Report of the Audit Committee of the Board

The Audit Committee consists solely of independent directors, as required by and in compliance with SEC rules and regulations and the Nasdaq listing standards. The Audit Committee operates pursuant to a written charter adopted by the Board.

The Audit Committee is responsible for assisting the Board in its oversight responsibilities related to accounting policies, internal controls, financial reporting, and legal and regulatory compliance. Management of the Company has the primary responsibility for the Company’s financial reporting processes, proper application of accounting principles, and internal controls as well as the preparation of its financial statements. The Company’s independent registered public accounting firm is responsible for performing an audit of the Company’s financial statements and expressing an opinion as to the conformity of such financial statements with accounting principles generally accepted in the United States (“U.S. GAAP”).

The Audit Committee has reviewed and discussed the Company’s audited financial statements as of and for the year ended December 31, 2025 with management and the independent registered public accounting firm. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm its independence.

Based on the review and discussions described above, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in the Annual Report.

Scott Morrison

James Meyers

Michael Morrissey, Ph.D.

Beth Seidenberg M.D.

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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Compensation Committee

The primary purpose of the Compensation Committee is to discharge the responsibilities of the Board in overseeing our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. Specific responsibilities of the Compensation Committee include:

•	reviewing and approving the compensation of our Chief Executive Officer, other executive officers and senior management, and overseeing the development and performance of our officers;

•	reviewing and recommending to our Board the compensation paid to our non-employee directors for their service on the Board and its committees;

•	administering our equity incentive plans and other benefit programs;

•	reviewing, adopting, amending and terminating, incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans and any other compensatory arrangements for our executive officers and other senior management;

•	reviewing matters related to human capital management, including our policies and strategies regarding recruiting, retention, career development and progression, inclusivity and other employment practices;

•	reviewing annually the independence of any compensation consultant, outside legal counsel or any such other advisor engaged by the Compensation Committee;

•	reviewing and discussing with management the compensation disclosures in the “Compensation Discussion and Analysis” section of our annual reports, registration statements and proxy statements;

•	reviewing, evaluating and recommending to our Board succession plans for our executive officers (other than the Chief Executive Officer); and

•	reviewing and establishing general policies relating to compensation and benefits of our employees.

Compensation Committee Processes and Procedures

Typically, the Compensation Committee meets at least quarterly and with greater frequency if necessary. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. Our Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation. The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities, and personnel of the Company. In addition, under the charter, the Compensation Committee has the authority to obtain, at the expense of the Company, advice and assistance from legal, accounting, or other outside advisors (including compensation consultants) that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising the Compensation Committee. The Compensation Committee may delegate its authority under its charter to one or more subcommittees as it deems appropriate from time to time. The Compensation Committee may also delegate to one or more officers of the Company the authority to grant, amend and/or administer awards of cash or options or other equity securities to any employees or other service providers of the Company who, in either case, are not officers subject to Section 16 of the Exchange Act (“Section 16 Officers”) under the Company’s incentive-compensation or other equity-based plans as the Compensation Committee deems appropriate.

During 2025, after taking into consideration the six factors prescribed by the SEC and Nasdaq that bear upon an adviser’s independence, the Compensation Committee renewed its engagement with Alpine Rewards (“Alpine”) as compensation consultant to develop a comparative group of companies and to perform analyses of competitive performance and compensation levels for purposes of developing recommendations that were presented to the Compensation Committee for its consideration, as further discussed below in “Compensation Discussion and Analysis—Competitive Market Review.” The Compensation Committee has also determined that Alpine’s work does not raise a conflict of interest.

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Typically, the Compensation Committee makes most of the significant adjustments to annual compensation, determines bonus and equity awards and establishes new performance objectives at one or more meetings held during the first quarter of the year. However, the Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of the Company’s compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year. Generally, the Compensation Committee’s process comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than our Chief Executive Officer, the Compensation Committee takes into account the results of any recent Compensation Committee review of officer performance, and evaluates their individual performance, taking into account the recommendations and evaluation of the Chief Executive Officer to the extent the Compensation Committee deems appropriate.

In the case of our Chief Executive Officer, the evaluation of his performance is conducted by the Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted. For all executives and directors as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director stock ownership information, Company stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels and recommendations of the Compensation Committee’s compensation consultant, including analyses of executive and director compensation paid at other companies identified by the consultant.

The Report of the Compensation Committee is set forth under the section titled “Compensation Discussion and Analysis—Compensation Committee Report.”

Compensation Committee Interlocks and Insider Participation

During 2025, each of Mr. Enright, Dr. Cheng and Ms. Hall served as a member of the Compensation Committee. No such individual is a current or former officer or employee of the Company. During 2025, none of our executive officers served on the board of directors or compensation committee of any other company that has an executive officer serving on our Board or the Compensation Committee. Except as disclosed under “Transactions with Related Persons and Indemnification— Participation in 2025 Follow-on Public Offering,” no person who served as a member of the Compensation Committee during 2025 had any relationship requiring disclosure by us under Item 404 of Regulation S-K.

Nominating and Corporate Governance Committee

The Nominating Committee is responsible for identifying, reviewing and evaluating candidates to serve as directors of the Company, reviewing and evaluating incumbent directors, recommending to the Board for selecting candidates for election to the Board, making recommendations to the Board regarding the membership of the committees of the Board, assessing the performance of the Board, and reviewing and making recommendations regarding corporate governance matters. Specific responsibilities of our Nominating Committee include:

•	identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on the Board;

•	considering and making recommendations to the Board regarding the composition and chairmanship of the committees of the Board;

•	overseeing succession planning for the Board and key leadership roles on the Board and its committees;

•	periodically reviewing and making recommendations to our Board regarding the leadership structure of the Board;

•	reviewing, evaluating and recommending to our Board succession plans for our Chief Executive Officer;

•	instituting plans or programs for the continuing education of our Board and orientation of new directors;

•	reviewing and making recommendations to our Board regarding environmental, social responsibility and sustainability matters;

•	evaluating developments in corporate governance and shareholder engagement and reviewing the Company’s governance documents, disclosures and other actions related thereto;

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•	reviewing and making recommendations to our Board regarding corporate governance guidelines and matters; and

•	overseeing periodic evaluations of Board performance, including committees of the Board.

Stockholder Communications with the Board

The Board has adopted a formal process by which stockholders may communicate with the Board or any of its directors. Stockholders who wish to communicate with the Board may do so by sending written communications addressed to Vera Therapeutics, Inc., 2000 Sierra Point Parkway, Suite 1200, Brisbane, California 94005 Attention: Corporate Secretary. All communications will be compiled by the Corporate Secretary of the Company and submitted to the Board or the individual directors on a periodic basis.

These communications will be reviewed by the Corporate Secretary of the Company, who will determine whether the communication should be presented to the Board. The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations and hostile communications). The screening procedures have been approved by a majority of the independent directors.

Code of Business Conduct and Ethics

We maintain a Code of Business Conduct and Ethics that applies to all our employees, officers and directors. This includes our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. The full text of our Code of Business Conduct and Ethics is posted on our website at https://ir.veratx.com/corporate-governance/governance-highlights. The information on our website is not incorporated by reference into this Proxy Statement or the Annual Report. We intend to disclose on our website any future amendments of our Code of Business Conduct and Ethics or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions or our directors from provisions in the Code of Business Conduct and Ethics.

Insider Trading Policy

We have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees that is designed to promote compliance with insider trading laws, rules and regulations, as well as procedures designed to further the foregoing purposes. Pursuant to our insider trading policy, it is the Company’s policy to comply with applicable laws and regulations relating to insider trading when engaging in transactions in the Company’s securities. A copy of our insider trading policy is filed as an exhibit to our Annual Report.

Prohibition on Speculative Trading

Under the terms of our insider trading policy, none of our officers, directors, other employees or consultants may engage in short sales, transactions in put or call options, hedging transactions or other inherently speculative transactions with respect to our capital stock at any time. In addition, none of our officers, directors, other employees or consultants may margin, or make any offer to margin, or otherwise pledge as security, any of our capital stock, including without limitation, borrowing against such stock, at any time.

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PROPOSAL 2

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 and has further directed that the Board submit the selection of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. KPMG LLP has audited the Company’s financial statements since 2018. Representatives of KPMG LLP are expected to be present virtually at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither the Company’s amended and restated bylaws nor other governing documents or law require stockholder ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm. However, the Audit Committee is submitting the selection of KPMG LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

Principal Accountant Fees and Services

The following table represents aggregate fees billed by KPMG LLP for the fiscal years ended December 31, 2025 and 2024.


	Fiscal Year Ended December 31, 2025	Fiscal Year Ended December 31, 2024
Audit Fees	$2,028,160	$1,560,000
Audit-related Fees	$20,000	$—
Tax Fees	$—	$—
All Other Fees	$—	$—
Total Fees	$2,048,160	$1,560,000

Audit Fees. Consist of fees billed for professional services by KPMG LLP for audit and quarterly review of our financial statements and review of our registration statements on Form S-3 and Form S-8 and related services that are normally provided in connection with statutory and regulatory filings or engagements, including comfort letters.

Audit-related Fees. Consist of fees billed for accounting advisory services associated with preparation for commercial launch.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by the Company’s independent registered public accounting firm, KPMG LLP. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

THE BOARD RECOMMENDS

A VOTE IN FAVOR OF PROPOSAL 2.

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PROPOSAL 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our stockholders are being asked to approve, in an advisory, non-binding vote, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with SEC rules.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. The compensation of our named executive officers subject to the vote is disclosed in the compensation tables and the related narrative disclosure contained in this Proxy Statement. As discussed in those disclosures, we believe that our compensation policies and decisions are consistent with current market practices. We aim to provide executive officers with a reasonable level of security through base salary and benefits, while rewarding them through cash and equity-based incentive compensation to achieve business objectives and create stockholder value. We believe that each of our compensation components is integral to attracting, retaining, and rewarding qualified named executive officers.

This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding. Although this resolution is non-binding, the Board and the Compensation Committee value the opinions of our stockholders and will review and consider the voting results when making future compensation decisions for our named executive officers. We will conduct a say-on-pay vote every year. Our next say-on-pay vote is scheduled to occur at the 2027 annual meeting of stockholders.

The text of the resolution in respect of this proposal is as follows:

“RESOLVED, that the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion, is hereby approved.”

THE BOARD RECOMMENDS

A VOTE IN FAVOR OF PROPOSAL 3.

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EXECUTIVE OFFICERS

Each of our executive officers serves at the discretion of the Board. The determination as to which of our employees qualify as executive officers was made by the Board in accordance with the rules of the SEC. Biographical information for our executive officers as of the Record Date is set forth below. The following table identifies our current executive officers, their age, and their respective offices and positions as of the Record Date.


Name	Age	Position
Marshall Fordyce, M.D.	52	President, Chief Executive Officer and Director
Robert Brenner, M.D.	58	Chief Medical Officer
Sean Grant	41	Chief Financial Officer
David Johnson	56	Chief Operating Officer
William Turner	60	Chief Regulatory Officer
Matthew Skelton	61	Chief Commercial Officer
Jane Wright-Mitchell	57	Chief Legal Officer and Secretary

Marshall Fordyce, M.D. Biographical information regarding Dr. Fordyce is set forth under “Proposal 1: Election of Directors.”

Robert Brenner, M.D. has served as our Chief Medical Officer since January 2024. He previously served as co-founder and Chief Executive Officer at Cru Bio, a biopharmaceutical company dedicated to developing innovative therapies to address kidney and related diseases, from August 2022 to December 2023. From February 2020 to February 2022, Dr. Brenner worked in healthcare venture capital for 6 Dimensions Capital Limited and he has participated in the incubation and launch of new kidney disease treatment companies in both the United States and China. Prior to joining 6 Dimensions Capital, Dr. Brenner served as CMO at Orionis Biosciences, LLC, a biotechnology company, from December 2015 to September 2018 and EVP of Research and Development at Codiak Biosciences, Inc., a biotechnology company, from September 2018 to March 2019. Dr. Brenner received his B.A. from Johns Hopkins University and his M.D. from Albert Einstein College of Medicine. He completed his medical residency at Brigham and Women’s Hospital and his nephrology fellowship at Stanford University Medical Center.

Sean Grant has served as our Chief Financial Officer since July 2021. Mr. Grant previously served as Vice President of Corporate Strategy and Business Development for CareDx, Inc. (“CareDx”), a biotechnology company, from May 2020 to June 2021. His responsibilities included leading mergers and acquisitions, venture investments and partnerships across diagnostics and therapeutics. Prior to joining CareDx, Mr. Grant served as Vice President in the Investment Banking Healthcare Division at Citi Global Capital Markets from July 2015 to March 2020. At Citi, Mr. Grant specialized in public and private capital raising as well as mergers and acquisitions for leading life science companies. Mr. Grant received a B.A. in Government and International Politics from George Mason University and an M.B.A. from the Johns Hopkins University Carey Business School.

David Johnson has served as our Chief Operating Officer since July 2024. He previously served as Chief Commercial Officer of Global Blood Therapeutics, Inc., a position he held from March 2018 to December 2022, where he led the global commercial functions and facilitated the launch of Oxbryta® in 2019. Previously, Mr. Johnson was employed by Gilead from 2003 to 2018, where he held roles of increasing responsibility in the company’s commercial organization, including as Vice President, Sales and Marketing, Liver Disease Business Unit, where he was instrumental in building and leading Gilead’s liver disease franchise, including launching four medicines for hepatitis. Prior to that, Mr. Johnson led the Antiviral Business Unit at Gilead, where he helped launch and oversee the HIV franchise. Before Gilead, he had an eleven-year tenure at GSK where he held various positions in sales, product marketing, business development, global commercial strategy, and portfolio development. Mr. Johnson has served on the board of Caribou Biosciences, Inc. (Nasdaq: CRBU), a biopharmaceutical company, since May 2022. Mr. Johnson received his B.A. in Business Marketing from the University of Puget Sound and his M.B.A. from the Kenan-Flagler Business School at the University of North Carolina.

William Turner has served as our Chief Regulatory Officer since January 2025 and prior to that time served as our Chief Development Officer since January 2024. He previously served as Chief Regulatory and Technical Operations Officer at Sierra Oncology, Inc. from August 2020 to March 2023. Mr. Turner has also served as a Principal Consultant for BiopharmBridge, LLC, a biotechnology company, since April 2020. Mr. Turner held roles of increasing responsibility at Aimmune Therapeutics Inc., a biopharmaceutical company, from January 2016 to April 2020, most recently serving

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as Senior Vice President of Technical Operations and Regulatory Sciences from July 2018 to April 2020. From July 2013 to January 2016, Mr. Turner served as Principal Consultant at Turner Regulatory Solutions, LLC, a regulatory consulting firm. Mr. Turner holds a B.S. in Medical Microbiology with a minor in Chemistry from California State University at Long Beach.

Matt Skelton has served as our Chief Commercial Officer since January 2026 and, prior to that, as our Executive Vice President, Commercial, since October 2024. Since September 2015, Mr. Skelton served in positions of increasing seniority at Seagen, Inc., a biotechnology company, and most recently as Senior Vice President, Global Brand Strategy from February 2021 until February 2024. Prior to Seagen, Mr. Skelton held senior roles at Amgen, overseeing marketing and sales teams, and leading major product launches. He started his career at Eli Lilly and Company as a sales representative and currently sits on the board of directors of the Dempsey Center, a nonprofit cancer support organization. Matt holds a B.A. in Political Science from DePauw University.

Jane Wright-Mitchell has served as our Chief Legal Officer and Secretary since March 2026. From September 2021 to March 2026, she served as a fractional general counsel supporting public and private companies in the life sciences industry through Lecar Life Sciences, Inc. (formerly known as Lecar Sciences, LLC), a consulting firm. Ms. Wright-Mitchell was previously the General Counsel, Chief Compliance Officer and Corporate Secretary at Vaxcyte, Inc, a publicly traded, pre-clinical stage vaccine company from January 2019 to September 2021. Prior to that role, she served as the Chief Legal Officer and Corporate Secretary of Steep Hill, Inc., and previously as Chief Legal and Compliance Officer as well as Corporate Secretary for AcelRx Pharmaceuticals, Inc, a public pharmaceutical company. Earlier in her career, Ms. Wright-Mitchell served in legal roles of increasing responsibility at Mesoblast, Actelion, Purdue Pharma, and Neurogesx. Ms. Wright-Mitchell holds a B.S. in Biological Sciences from Clemson University, a Pharm.D. from the University of Illinois, Chicago and a J.D. from Chicago Kent College of Law. She is a registered pharmacist as well as registered to practice before the United States Patent and Trademark Office.

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SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership of our Class A common stock as of the Record Date by:

•	each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;

•	each of our directors, including the nominees named herein;

•	each of our named executive officers; and

•	all of our current executive officers and directors as a group.

We have determined beneficial ownership in accordance with the rules and regulations of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership is based on 71,713,905 shares of our Class A common stock outstanding as of the Record Date.

In computing the number of shares beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares subject to options held by the person that will be exercisable within 60 days of the Record Date or issuable pursuant to restricted stock units that vest within 60 days of the Record Date. However, except as described above, we did not deem such shares outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the address for each beneficial owner listed in the table below is c/o Vera Therapeutics, Inc., 2000 Sierra Point Parkway, Suite 1200, Brisbane, California 94005.


Name of Beneficial Owner	Number of Shares Beneficially Owned	Percentage of Shares Beneficially Owned
5% Stockholders:
Avoro Capital Advisors LLC⁽¹⁾	5,610,000	7.8%
T. Rowe Price Associates, Inc.⁽²⁾	5,461,988	7.6%
Entities affiliated with Longitude Venture Partners IV, L.P.⁽³⁾	5,394,212	7.5%


			Page
POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NONPUBLIC INFORMATION			39
PAY VERSUS PERFORMANCE			40
EQUITY COMPENSATION PLAN INFORMATION			44
DIRECTOR COMPENSATION			45
TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION			47
INDEMNIFICATION			47
PARTICIPATION IN 2025 FOLLOW-ON PUBLIC OFFERING			47
POLICIES AND PROCEDURES FOR TRANSACTIONS WITH RELATED PERSONS			47
HOUSEHOLDING OF PROXY MATERIALS			48
OTHER MATTERS			49

SEC Form DEF 14A filed by Vera Therapeutics Inc.