DEF 14A

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 under §240.14a-12

VIKING THERAPEUTICS, INC.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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

☒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.

VIKING THERAPEUTICS, INC.

9920 Pacific Heights Blvd, Suite 350

San Diego, CA 92121

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Tuesday, May 19, 2026
8:00 a.m. Pacific Time
edge.media-server.com/mmc/p/cimrmdwx (password: viking2026)

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Viking Therapeutics, Inc., a Delaware corporation (the “Company”), or any adjournment or postponement thereof. The Annual Meeting will be held virtually, via live webcast at edge.media-server.com/mmc/p/cimrmdwx (password: viking2026), on Tuesday, May 19, 2026, at 8:00 a.m. Pacific Time for the following purposes:

To elect the following nominees as Class II directors to serve until our 2029 Annual Meeting of Stockholders: J. Matthew Singleton and S. Kathryn Rouan, Ph.D.;

To ratify the selection of CBIZ CPAs P.C. as our independent registered public accounting firm for our fiscal year ending December 31, 2026;

To approve, on an advisory basis, the compensation of our named executive officers; and

To conduct any other business properly brought before the Annual Meeting and any adjournment or postponement thereof.

These items of business are more fully described in the proxy statement accompanying this Notice of Internet Availability of Proxy Materials (the "Notice").

The record date for the Annual Meeting is March 20, 2026 (the “Record Date”). Only stockholders of record at the close of business on the Record Date may vote at the Annual Meeting or any adjournment or postponement thereof. This Notice is being mailed to all stockholders of record entitled to vote at the Annual Meeting on or about April 1, 2026.

     Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held virtually, via live webcast at: edge.media-server.com/mmc/p/cimrmdwx (password: viking2026), on Tuesday, May 19, 2026, at 8:00 a.m. Pacific Time.
The accompanying proxy statement and annual report to stockholders are available at www.astproxyportal.com/ast/20061/.

By Order of the Board of Directors

/s/ Lawson Macartney, B.V.M.S., Ph.D.
Lawson Macartney, B.V.M.S., Ph.D.
Chairperson of the Board

San Diego, California
April 1, 2026

You are cordially invited to attend the Annual Meeting virtually. Whether or not you expect to attend the Annual Meeting, please complete, date, sign and return the enclosed proxy, or submit your proxy through the internet or by telephone as promptly as possible in order to ensure your representation at the Annual Meeting. If you have requested physical materials to be mailed to you, then a return envelope (which is postage prepaid if mailed in the United States) is enclosed for your convenience if you choose to submit your proxy by mail. Even if you have voted by proxy, you may still vote electronically if you attend the Annual Meeting virtually. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote electronically at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

VIKING THERAPEUTICS, INC.

9920 Pacific Heights Blvd, Suite 350

San Diego, CA 92121

PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON TUESDAY, MAY 19, 2026

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why am I receiving these materials?

We have sent you these proxy materials because the Board of Directors (our “Board”) of Viking Therapeutics, Inc. (sometimes referred to as “we,” “us,” “Viking” or the “Company”) is soliciting your proxy to vote at the 2026 Annual Meeting of Stockholders, or any adjournment or postponement thereof (the “Annual Meeting”). You are invited to attend the Annual Meeting virtually and we request that you vote on the proposals described in this proxy statement.

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

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record. 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 of the proxy materials (including a proxy card) may be found in the Notice.

We intend to mail the Notice on or about April 1, 2026 to all stockholders of record entitled to vote at the Annual Meeting.

When and where will the Annual Meeting be held?

The Annual Meeting will be held virtually, via live webcast at edge.media-server.com/mmc/p/cimrmdwx (password: viking2026), on Tuesday, May 19, 2026, at 8:00 a.m. Pacific Time. Equiniti Trust Company, LLC (“EQ”) will host the virtual Annual Meeting and tabulate votes for the meeting.

How do I attend the Annual Meeting online?

Record Holders: Stockholders of record at the close of business on the Record Date (i.e., shares held in holder’s own name in the records of our transfer agent, EQ) may attend the virtual Annual Meeting by visiting edge.media-server.com/mmc/p/cimrmdwx (password: viking2026) and entering the 11-digit control number included on the Notice or on your proxy card (if you received a printed copy of the proxy materials), or on the instructions that accompanied your proxy materials. The password for the virtual Annual Meeting is viking2026. Stockholders of record who have misplaced their 11-digit control number may contact EQ at 1-888-776-9962 in the US and 1-201-299-6210 worldwide.

Beneficial Owners: Beneficial owners at the close of business on the Record Date (i.e., shares held in “street name” through an intermediary, such as a bank, broker or other nominee) must register in advance to attend the virtual Annual Meeting. To register, beneficial owners must obtain a legal proxy from the bank, broker or other nominee that is the record holder of the shares, and then submit the legal proxy, along with their respective name and email address, to EQ to receive an 11-digit control number. This control number can then be used to access the virtual Annual Meeting site provided above. Please note that any control number that was previously provided with proxy materials, likely a 16-digit number, will not provide access to the virtual Annual Meeting site. All requests for registration and submission of legal proxies should be labeled as “Legal Proxy” and must be received by EQ no later than 5:00 p.m. Pacific Time, on May 18, 2026. All requests should be submitted by email to proxytabulation@equiniti.com, by facsimile to (718) 765-8730 or by mail to Equiniti Trust Company, LLC, Attn: Proxy Tabulation Department, 1110 Centre Pointe Curve Suite 101, Mendota Heights, MN 55120. Obtaining a legal proxy may take several days and we advise you to register as far in advance as possible. Once an 11-digit control number is obtained from EQ, please follow the steps set forth above for stockholders of record to attend the virtual Annual Meeting.

We recommend you access the Annual Meeting prior to the start time. Online check-in will begin at 7:30 a.m. Pacific Time. Please allow ample time for the check-in procedures. Technicians will be ready to assist with any technical difficulties prior to the start of the virtual Annual Meeting. Stockholders should call EQ at (800) 973-5449 with any questions regarding the virtual Annual Meeting. If you encounter any difficulties accessing the Annual Meeting webcast during or after you log in, please refer to the “Application Help” link available on the log in page.

The virtual Annual Meeting platform is fully supported across multiple browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Stockholders should ensure that they have a strong internet connection wherever they intend to participate in the Annual Meeting. Stockholders should also give themselves ample time to log in and ensure that they can hear streaming audio prior to the start of the Annual Meeting.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, there were 115,893,943 shares of common stock outstanding and entitled to vote, and no shares of preferred stock outstanding or entitled to vote. The holders of common stock will have one vote for each share of common stock they owned as of the close of business on the Record Date.

Stockholder of Record: Shares Registered in Your Name

If, at the close of business on the Record Date, your shares of common stock were registered directly in your name with our transfer agent, EQ, then you are the stockholder of record for these shares. As a stockholder of record, you may vote either electronically at the Annual Meeting or by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy over the telephone or internet as instructed below to ensure that your vote is counted.

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

If, at the close of business on the Record Date, your shares of common stock were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered 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 in your account. Certain of these institutions offer the ability to direct your agent how to vote through the internet or by telephone. You are also invited to attend the Annual Meeting. However, because you are not the stockholder of record, you may not vote your shares electronically at the Annual Meeting unless you request and obtain a valid proxy issued in your name from the broker, bank or other agent considered the stockholder of record of the shares.

What am I voting on?

There are three matters scheduled for a vote at the Annual Meeting:

•

To elect each of the Class II nominees for director to serve until our 2029 Annual Meeting of Stockholders or until such director’s respective successor is duly elected and qualified;

•

To ratify the selection of CBIZ CPAs P.C. as our independent registered public accounting firm for our fiscal year ending December 31, 2026; and

•

To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement.

Will there be any other items of business on the agenda?

Aside from the election of the Class II directors, ratification of the selection of our independent registered public accounting firm and the advisory vote to approve the compensation of our named executive officers, our Board knows of no matters to be presented at the Annual Meeting. If any other matter should be presented at the Annual Meeting upon which a vote properly may be taken, shares represented by all proxies received by our Board will be voted with respect thereto in accordance with the judgment of the persons named as attorneys-in-fact in the proxies.

What is our Board’s voting recommendation?

Our Board recommends that you vote your shares:

•

“For” each of the nominees to our Board;

•

“For” the ratification of the selection of CBIZ CPAs P.C. as our independent registered public accounting firm for our fiscal year ending December 31, 2026; and

•

“For” the approval of the compensation of our named executive officers as disclosed in this proxy statement.

How do I vote?

With respect to the election of the director nominees (Proposal No. 1), you may either vote “For” a nominee or you may “Withhold” your vote for a nominee. For the ratification of our independent registered public accounting firm (Proposal No. 2) and the approval of the compensation of our named executive officers (Proposal No. 3), you may vote “For” or “Against” or abstain from voting. The procedures for voting are described below, based upon your form of ownership.

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote electronically at the Annual Meeting by attending the Annual Meeting online and following the on-screen voting instructions.

If you do not wish to vote electronically or you will not be attending the Annual Meeting, you may vote by proxy. You may vote by proxy on the internet, vote by proxy over the telephone or vote by proxy using a proxy card that you may request. The procedures for voting by proxy are as follows:

•

To vote by proxy on the internet, go to “www.voteproxy.com” and follow the instructions set forth on the internet site or scan the QR code with your smartphone. Have your proxy card available when you access the web page.

•

To vote by proxy over the telephone, dial 1-800-PROXIES (1-800-776-9437) in the United States or 1-201-299-4446 from foreign countries using a touch-tone telephone and follow the recorded instructions. Have your proxy card available when you call.

•

To vote by proxy using a proxy card, complete, sign and date the proxy card that may be delivered to you upon request and return it promptly in the envelope provided.

If you vote by proxy, your vote must be received by 11:59 p.m. Eastern Time on May 18, 2026 to be counted.

We provide internet and telephone proxy voting 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 and telephone access, such as usage charges from internet access providers and telephone companies.

Beneficial Owner: Shares Registered in the Name of Your Broker, Bank or Other Agent

If you are a beneficial owner of shares 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 us. To ensure that your vote is counted, follow the voting instructions in the notice. To vote electronically at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent in whose name the shares are registered. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy card.

How many votes do I have?

On each matter to be voted upon, holders of common stock will have one vote for each share of common stock they owned as of the close of business on the Record Date for the Annual Meeting.

Will my vote be kept confidential?

Proxies, ballots and voting tabulations are handled on a confidential basis to protect your voting privacy. This information will not be disclosed, except as required by law.

Who is paying for this proxy solicitation?

We will bear the cost of soliciting proxies for the Annual Meeting. We will ask banks, brokerage houses, fiduciaries and custodians holding shares of our common stock in their names for others to send proxy materials to and obtain proxies from the beneficial owners of such shares, and we will reimburse them for their reasonable expenses in doing so. We and our directors, officers and regular employees may solicit proxies by mail, personally, by telephone or by other appropriate means. We may also decide to engage an outside proxy solicitor to assist us in these efforts. No additional compensation will be paid to directors, officers or other regular employees for such services.

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

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

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are a stockholder of record, you may revoke your proxy in any one of four ways:

•

You may submit another properly completed and executed proxy card with a later date;

•

You may submit a new proxy through the internet by going to “www.voteproxy.com” and following the instructions set forth on the internet site or scan the QR code with your smartphone, or by telephone by dialing 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries using a touchtone telephone and following the recorded instructions. Have your proxy card available when you access the web page or call (your latest internet or telephone instructions submitted prior to the deadline will be followed);

•

You may send a written notice that you are revoking your proxy to our Corporate Secretary, c/o Viking Therapeutics, Inc., 9920 Pacific Heights Blvd, Suite 350, San Diego, CA 92121; or

•

You may attend the virtual Annual Meeting and vote electronically. However, simply attending the Annual Meeting will not, by itself, revoke your proxy.

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should follow the voting instructions from that organization or contact that organization to determine how you may revoke your proxy.

Votes will be counted by the inspector of election appointed for the virtual Annual Meeting.

How are my shares voted if I give no specific instruction?

We must vote your shares as you have instructed. If there is a matter on which a stockholder of record has given no specific instruction but has authorized us generally to vote the shares, they will be voted as follows:

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“For” the election of each of the Class II director nominees;

•

“For” the ratification of the selection of CBIZ CPAs P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

•

“For” the approval of the compensation of our named executive officers as disclosed in this proxy statement.

If other matters properly come before the Annual Meeting and you do not provide specific voting instructions, your shares will be voted at the discretion of the proxies.

If your shares are held in street name, see “What is a broker non-vote?” below regarding the ability of banks, brokers and other such holders of record to vote the uninstructed shares of their customers or other beneficial owners in their discretion and regarding broker non-votes.

What is a broker non-vote?

Under rules that govern banks, brokers and others who have record ownership of company stock held in brokerage accounts for their clients who beneficially own the shares, these banks, brokers and other such holders who do not receive voting instructions from their clients have the discretion to vote uninstructed shares on certain matters (“discretionary matters”) but do not have discretion to vote uninstructed shares as to certain other matters (“non-discretionary matters”). Only the ratification of our independent registered public accounting firm is considered a discretionary matter at the Annual Meeting under these rules. A broker may return a proxy card on behalf of a beneficial owner from whom the broker has not received voting instructions that casts a vote with regard to discretionary matters but expressly states that the broker is not voting as to non‑discretionary matters. The broker’s inability to vote with respect to the non-discretionary matters for which the broker has not received voting instructions from the beneficial owner is referred to as a “broker non-vote.”

What are the voting requirements that apply to the proposals discussed in this proxy statement?


Proposals	Vote Required	Discretionary Voting Allowed?
1. Election of Directors	Plurality	No
2. Ratification of Independent Registered Public Accounting Firm	Majority Cast	Yes
3. Advisory Vote to Approve the Compensation of our Named Executive Officers	Majority Cast	No

A “plurality,” with regard to the election of directors, means the nominee receiving the most “For” votes will be elected to our Board. A “majority cast,” with regard to the ratification of our independent registered public accounting firm and the advisory vote to approve the compensation of our named executive officers, means the number of votes cast “For” the proposal must exceed the number of votes cast “Against” the proposal.

“Discretionary voting” occurs when a bank, broker, or other holder of record does not receive voting instructions from the beneficial owner and votes those shares at its discretion on any proposal as to which the rules permit such bank, broker or other holder of record to vote. As noted above, when banks, brokers and other holders of record are not permitted under the rules to vote the beneficial owner’s shares, the affected shares are referred to as “broker non-votes.”

Accordingly:

•

For the election of the director nominees, Proposal No. 1, the nominees receiving the most “For” votes (from the holders of shares present virtually or represented by proxy and entitled to vote on the election of the director nominees) will be elected. Only votes “For” or “Withheld” will affect the outcome.

•

To be approved, Proposal No. 2, ratification of the selection of CBIZ CPAs P.C. as our independent registered public accounting firm for our fiscal year ending December 31, 2026, must receive more votes “For” the proposal than votes “Against” the proposal. Abstentions and broker non-votes will have no effect.

•

To be approved, Proposal No. 3, the advisory vote to approve the compensation of our named executive officers, must receive more votes “For” the proposal than votes “Against” the proposal. Abstentions and broker non-votes will have no effect.

The votes on Proposal No. 3 are advisory and non-binding; however, as provided by law, our Board and the Compensation Committee of our Board (the “Compensation Committee”) will review the results of the votes and, consistent with our record of stockholder engagement, will consider the results in making future decisions concerning executive compensation to approve the compensation of our named executive officers.

What is the effect of withheld votes, abstentions and broker non-votes?

Withheld Votes and Abstentions: Under Delaware law (under which we are incorporated), withheld votes and abstentions are counted as shares present and entitled to vote at the Annual Meeting, but they are not counted as shares cast. Therefore, with respect to Proposal No. 1 (Election of Directors), as directors are elected by the plurality of votes cast, withheld votes will have no effect on this proposal. Our amended and restated bylaws (our “Bylaws”) generally provide that, other than with respect to director elections, stockholder actions are approved if the votes cast for an action exceed the votes cast opposing the action. Therefore, abstentions will have no effect on Proposal No. 2 (Ratification of Independent Registered Public Accounting Firm) or Proposal No. 3 (Advisory Vote to Approve the Compensation of our Named Executive Officers).

Broker Non-Votes: Banks, brokers and other such record holders are not permitted to vote the uninstructed shares of their customers on a discretionary basis in the election of directors or on named executive officer compensation matters. Because broker non-votes are not considered under Delaware law to be votes cast, they will have no effect on the outcome of the vote on Proposal No. 1 (Election of Directors) or Proposal No. 3 (Advisory Vote to Approve the Compensation of our Named Executive Officers). As a result, if you hold your shares in street name and you do not instruct your bank, broker or other such holder how to vote your shares with respect to Proposals No. 1 or 3, no votes will be cast on your behalf on such proposal. Therefore, it is critical that you indicate your vote on these proposals if you want your vote to be counted. The proposal to ratify the selection of CBIZ CPAs P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026 should be considered a discretionary matter. Therefore, your bank, broker or other such holder will be able to vote on this proposal even if it does not receive instructions from you, so long as it holds your shares in its name.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of at least a majority of our outstanding shares of common stock are present virtually at the Annual Meeting or represented by proxy. At the close of business on the Record Date, there were 115,893,943 shares of common stock outstanding. Thus, a total of 115,893,943 shares are entitled to vote at the Annual Meeting, and the holders of 57,946,972 shares of common stock representing at least 57,946,972 votes must be represented at the Annual Meeting or by proxy to have a quorum.

Your shares will be counted towards the quorum requirement only if you submit a valid proxy (or if one is submitted on your behalf by your broker, bank or other agent) or if you vote electronically at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairperson of the Annual Meeting or a majority of the shares present at the Annual Meeting may adjourn the Annual Meeting to another date.

Who will count the votes?

The votes will be counted, tabulated and certified by EQ, the transfer agent and registrar for our common stock.

Do our officers and directors have an interest in any of the matters to be acted upon at the Annual Meeting?

Mr. Singleton and Dr. Rouan each have an interest in Proposal No. 1 (Election of Directors), as each nominee is currently a member of our Board. Members of our Board and our executive officers do not have any interest in Proposal No. 2 (Ratification of Independent Registered Public Accounting Firm). Dr. Lian, our President and Chief Executive Officer, Ms. Mancini, our Chief Operating Officer, and Mr. Zante, our Chief Financial Officer, and Mr. Aubuchon, our Chief Commercial Officer, each have an interest in Proposal No. 3 (Approval of the Compensation of our Named Executive Officers), as his or her compensation is subject to this vote.

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

Voting results are expected to be announced at the Annual Meeting and will also be disclosed in a Current Report on Form 8-K (the “Form 8-K”) that we will file with the SEC within four business days of the date of the Annual Meeting. In the event the results disclosed in our Form 8-K are preliminary, we will subsequently amend the Form 8-K to report the final voting results within four business days of the date that such results are known.

Why did I receive a Notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the SEC, we provide stockholders access to our proxy materials via the internet. On or about April 1, 2026, we are sending a Notice to our stockholders of record and beneficial owners. All stockholders will have the ability to access the proxy materials on a website referred to in the Notice. Stockholders may request to receive a full set of printed proxy materials by mail. Instructions on how to access the proxy materials on the internet or request a printed copy may be found in the Notice.

When are stockholder proposals due for next year’s annual meeting of stockholders?

Stockholders may submit proposals on matters appropriate for stockholder action at the 2027 annual meeting of our stockholders (“2027 Annual Meeting of Stockholders”) consistent with Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To be considered for inclusion in proxy materials for our 2027 Annual Meeting of Stockholders, a stockholder proposal must be submitted in writing no later than December 2, 2026 to our Corporate Secretary, c/o Viking Therapeutics, Inc., 9920 Pacific Heights Blvd, Suite 350, San Diego, CA 92121. If you wish to submit a proposal that is not to be included in the proxy materials for our 2027 Annual Meeting of Stockholders, your proposal generally must be submitted in writing to the same address no earlier than 5:00 p.m. Pacific Time on January 19, 2027, but no later than 5:00 p.m. Pacific Time on February 18, 2027. However, if the date of the 2027 Annual Meeting of Stockholders is convened more than 30 days before, or delayed by more than 30 days after, May 19, 2027, to be considered for inclusion in proxy materials for our 2027 Annual Meeting of Stockholders, a stockholder proposal must be submitted in writing to our Corporate Secretary, c/o Viking Therapeutics, Inc., 9920 Pacific Heights Blvd, Suite 350, San Diego, CA 92121 a reasonable time before we begin to print and send our proxy materials for the 2027 Annual Meeting of Stockholders. If the date of the 2027 Annual Meeting of Stockholders is convened more than 30 days before, or delayed by more than 30 days after, May 19, 2027 and you wish to submit a proposal that is not to be included in the proxy materials for our 2027 Annual Meeting of Stockholders, your proposal generally must be submitted in writing to the same address not earlier than 5:00 p.m. Pacific Time on the 120th day prior to the date of the 2027 Annual Meeting of Stockholders, and no later than 5:00 p.m. Pacific Time on the later of (1) the 90th day before the date of the 2027 Annual Meeting of Stockholders, or (2) the 10th day following the day on which we first publicly announce (by press release or a filing with the SEC) the date of the 2027 Annual Meeting of Stockholders. Please review our Bylaws, which contain additional requirements regarding advance notice of stockholder proposals. You may view our Bylaws by visiting the SEC’s internet website at www.sec.gov.

For information regarding nominations for director candidates, including a summary of the requirements and applicable deadlines for such nominations, please see “Corporate Governance and Board Matters-Consideration of Director Nominees-Security Holder Nominations” beginning on page 11 of this proxy statement.

EXECUTIVE OFFICERS

Our executive officers are elected by, and serve at the discretion of, our Board. Our executive officers, their ages as of April 1, 2026, and their respective positions and biographies are listed below:


Name	Age	Position(s)
Brian Lian, Ph.D.	60	President and Chief Executive Officer, Director
Marianne Mancini	61	Chief Operating Officer
Greg Zante	55	Chief Financial Officer
Neil Aubuchon	56	Chief Commercial Officer

Brian Lian, Ph.D. has served as our President and Chief Executive Officer and as a Director since our inception in September 2012. Dr. Lian has over 15 years of experience in the biotechnology and financial services industries. Prior to joining us, he was a Managing Director and Senior Research Analyst at SunTrust Robinson Humphrey, an investment bank, from 2012 to 2013. At SunTrust Robinson Humphrey, he was responsible for coverage of small and mid-cap biotechnology companies with an emphasis on companies in the diabetes, oncology, infectious disease and neurology spaces. Prior to SunTrust Robinson Humphrey, he was Managing Director and Senior Research Analyst at Global Hunter Securities, an investment bank, from 2011 to 2012. Prior to Global Hunter Securities, he was Senior Healthcare Analyst at The Agave Group, LLC, a registered investment advisor, from 2008 to 2011. Prior to The Agave Group, he was an Executive Director and Senior Biotechnology Analyst at CIBC World Markets, an investment bank, from 2006 to 2008. Prior to CIBC, he was a research scientist in small molecule drug discovery at Amgen, a biotechnology company. Prior to Amgen, he was a research scientist at Microcide Pharmaceuticals, a biotechnology company. Dr. Lian served as a member of the board of directors of Seelos Therapeutics, Inc. from 2019 to 2025. Dr. Lian holds an MBA in accounting and finance from Indiana University, an MS and Ph.D. in organic chemistry from The University of Michigan, and a BA in chemistry from Whitman College. We believe that Dr. Lian’s experience in the biotechnology industry, as well as his extensive investment banking and other experience in the financial services industry, provide him with the qualifications and skills to serve as a member of our Board and bring relevant strategic and operational guidance to our Board.

Marianne Mancini has served as our Chief Operating Officer since January 2021. Prior to Ms. Mancini’s appointment as our Chief Operating Officer, Ms. Mancini served as our Senior Vice President of Clinical Operations from March 2018 to January 2021, and as our Vice President of Clinical Operations from May 2015 to March 2018. Ms. Mancini has over 30 years of experience in the pharmaceutical and biotechnology industries, focusing on the management and oversight of clinical trials from early stage to late-stage drug development. Prior to joining us, Ms. Mancini was Senior Director of Clinical Operations at Ambit Biosciences Corporation, a company focused primarily on the development of oncology therapies for the treatment of Acute Myeloid Leukemia (AML), from August 2013 to May 2015. Previously, Ms. Mancini was the Senior Director of Clinical Operations at Aires Pharmaceuticals, Inc., a company focused on developing therapies for pulmonary vascular disorders, from March 2011 to October 2012. At Arena Pharmaceuticals, Inc., she served as Senior Director of Project Management and Clinical Operations and was also the Project Team Leader for the company’s lead obesity compound, BELVIQ®, from November 2006 to March 2011. Ms. Mancini held management positions at Baxter BioSciences, a division of Baxter Healthcare Corporation, where she was the Global Director of Clinical Operations overseeing the company’s global clinical trials involving coagulation disorders, biosurgery, and critical care, from January 1999 to August 2006. She also previously held positions at Genentech from September 1996 to January 1999, Procter & Gamble Pharmaceuticals, Inc. from August 1991 to August 1996, and Phoenix International Life Sciences from April 1990 to July 1991. Ms. Mancini holds an MA in Bioethics from Loyola Marymount University, an MBA from the University of Phoenix, and a BS in Nutritional Sciences from McGill University.

Greg Zante has served as our Chief Financial Officer since January 2021. Prior to Mr. Zante’s appointment as our Chief Financial Officer, Mr. Zante served as our Senior Vice President of Finance from August 2019 to January 2021, and as our Vice President, Finance & Operations from December 2016 to July 2019. Mr. Zante possesses nearly 25 years of financial management experience at public and private companies in the biotechnology and accounting industries. Prior to joining us, Mr. Zante was Chief Financial Officer at Dance Biopharm, Inc., a diabetes-focused biopharmaceutical company, from 2013 to 2016, where he managed the company’s private financing strategy and positioned it for initial public offering activities. Mr. Zante has also previously held senior positions at several biopharmaceutical companies, including Sangamo Therapeutics, Inc. from 2003 to 2013, Calyx Therapeutics Inc. from 2001 to 2003 and Matrix Pharmaceuticals, Inc. from 2000 to 2001. He is a certified public accountant in the State of California and previously served as a senior staff accountant at Ernst & Young. He holds a BA in Business-Economics from the University of California, Los Angeles.

Neil Aubuchon has served as our Chief Commercial Officer since January 2026. Prior to Mr. Aubuchon’s appointment as our Chief Commercial Officer, he served as the Chief Commercial Officer for AbCellera Biologics Inc. from December 2021 to November 2025. Prior to joining AbCellera, from June 2017 to December 2021, Mr. Aubuchon was the Global Marketing Lead for Amgen’s General Medicine early portfolio, which included responsibility for developing the integrated strategy for Amgen’s non-oncology therapeutic areas and leading commercial strategy for over 10 biologics, as well as several high-profile corporate initiatives. Prior to Amgen, from February 2015 to May 2015, Mr. Aubuchon was the Vice President of Global Marketing at Santen, a global ophthalmology-focused pharmaceutical company. Prior to Santen, Mr. Aubuchon spent close to 17 years at Eli Lilly, from May 1998 to January 2015, in various commercial roles of increasing responsibility. This included the Chief Marketing Officer in Australia, Chief Marketing Officer in Japan, Head of Strategy & Operations for Lilly Bio-Medicines Globally, and Vice President of Lilly Bio-Medicines in Japan. Mr. Aubuchon holds a BA in Political Science from the University of Western Ontario and an MBA from the University of Toronto.

There are no family relationships between or among any of our executive officers or our directors.

BOARD OF DIRECTORS

Our business and affairs are managed under the direction of our Board, which currently consists of six members. The primary responsibilities of our Board are to provide oversight, strategic guidance, counseling and direction to our management.

In accordance with our Charter and our Bylaws, our Board is divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our directors are divided among the three classes as follows:

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our class II directors are Mr. Singleton and Dr. Rouan, and their term will expire at the Annual Meeting;

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our class III directors are Dr. Lian and Dr. Macartney, and their term will expire at the annual meeting of stockholders to be held in 2027; and

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our class I directors are Mr. Foehr and Mr. Rowland, and their term will expire at the annual meeting of stockholders to be held in 2028.

At each annual meeting of stockholders, the successors to the directors whose term will then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. In addition, the authorized number of directors may be changed only by resolution of our Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of our Board may have the effect of delaying or preventing a change of our management or a change in control.

The names of our current directors, their ages as of April 1, 2026, director class and biographies are listed below. There are no family relationships between or among any of our directors.


Name	Age	Director Class	Position(s)
J. Matthew Singleton	73	Class II	Director
S. Kathryn Rouan, Ph.D.	63	Class II	Director
Lawson Macartney, B.V.M.S., Ph.D.	68	Class III	Chairperson of our Board
Brian Lian, Ph.D.(1)	60	Class III	President and Chief Executive Officer, Director
Matthew W. Foehr	53	Class I	Director
Charles A. Rowland, Jr.	67	Class I	Director

(1) Please see “Executive Officers” on page 8 of this proxy statement for Dr. Lian’s biography.

J. Matthew Singleton has served as a member of our Board and as Chairman of the Audit Committee since May 2014. In October 2011, Mr. Singleton retired from his position as Executive Vice President and Chief Financial Officer of CitationAir (formerly CitationShares LLC), a privately held jet services company wholly-owned by Textron Inc., a public industrial conglomerate. He had served in this position since 2000. Mr. Singleton has extensive financial, accounting and transactional experience, including through his role as Managing Director, Executive Vice President and Chief Administrative Officer of CIBC World Markets, an investment banking company, wholly-owned by the Canadian Imperial Bank of Commerce, a public company. In that position, which he held from 1994 through 1997, he served as a senior officer actively supervising the chief financial officer, the chief tax officer, the general counsel and the head of operations, among others. He served for 20 years, from 1974 to 1994, at Arthur Andersen & Co., a public accounting firm, including ten years as a partner and as Partner-in-Charge of the Metro New York Audit and Business Advisory Practice from 1992 through 1994. Throughout his career at Arthur Andersen, he held direct responsibility for clients in addition to any management or administrative duties. Earlier in his Arthur Andersen career, he served as a Practice Fellow on secondment to the Financial Accounting Standards Board, a private organization responsible for establishing financial accounting and reporting standards in the United States. From 2003 until 2014, Mr. Singleton served as a director of Cubist Pharmaceuticals Inc. (“Cubist”), and as Audit Committee Chair from 2004 until 2014. In that position, he led the Cubist Board’s oversight and assessment of the performance of Cubist and its public accountants in the preparation, audit and evaluation of Cubist’s financial statements. Mr. Singleton previously served as an independent director of Salomon Reinvestment Company Inc., a privately held investment services company. Mr. Singleton received an AB in Economics cum laude from Princeton University in 1974 and an MBA from New York University with a focus in Accounting in 1977. Mr. Singleton was a Certified Public Accountant in the State of New York from 1977 until 1994, and was continuously in good standing. We believe that Mr. Singleton’s financial, accounting and business expertise provide him with the qualifications and skills to serve as a member of our Board, and are of particular importance as we continue to finance our operations.

S. Kathryn Rouan, Ph.D. has served as a member of our Board since July 2019. Dr. Rouan is an experienced drug developer and leader with over 30 years of pharmaceutical industry experience. She was appointed Senior Vice President and Head of Projects, Clinical Platforms and Sciences (PCPS) at GlaxoSmithKline plc (GSK) in May 2016, following a 27-year career in a range of discovery and development roles. The PCPS organization within GSK encompasses the Global Clinical Operations, Statistics and Programming, Clinical Pharmacology, GCP Quality, Third Party Resourcing and Project Management functions and includes approximately 1,800 staff in 20 countries. Dr. Rouan was the Head of Research & Development for Stiefel, a dermatology focused subsidiary of GSK, from 2013 to 2016. Dr. Rouan joined GSK in 1989 with a background in Pharmaceutical Sciences focusing on formulation development of protein pharmaceuticals. In 1993, she moved into Project Leadership and Management becoming Vice President and Head of Metabolism and Pulmonary Project Management in 1999. Dr. Rouan continued to lead projects in a number of therapeutic areas, including cardiovascular, immunoinflammation and gastroenterology therapy areas. In 2007, she led the development, submission and approval of Arzerra (ofatumumab) in refractory chronic lymphocytic leukemia in addition to leading its development in other oncology and autoimmune indications. In 2012, Dr. Rouan became Head of Biopharmaceutical Development responsible for the delivery of GSK’s portfolio of biopharmaceutical medicines. Currently, Dr. Rouan is serving as a non-executive Board member at Code Biotherapeutics, Inc. She previously served on the board of directors of Navidea Pharmaceuticals, Inc. from 2018 to 2021. Dr. Rouan earned a Ph.D. in Pharmaceutical Sciences from the University of Rhode Island, while conducting her research at Pfizer’s Immunoinflammation Research group in Groton, Connecticut. She holds a B.Pharm., First Class Honours, from the University of London. We believe that Dr. Rouan’s extensive drug development and leadership experience in the pharmaceutical industry provide her with the qualifications and skills to serve as a member on our Board.

Lawson Macartney, B.V.M.S., Ph.D., has served as the Chairperson of our Board since May 2015 and as a member of our Board since May 2014. From January 2017 to June 2017, Dr. Macartney served as Chief Executive Officer of Scout Bio Inc., a gene therapy company developing therapies for companion animals. Dr. Macartney serves on the Board of Dechra PLC, an international animal health pharmaceutical company based in the United Kingdom, and on the Supervisory Board of the Netherlands Translational Research Centre, a preclinical biopharmaceutical company based in The Netherlands. He served as President, Chief Executive Officer and a member of the board of directors of Ambrx Inc., a biopharmaceutical company, from February 2013 to June 2015. Prior to Ambrx, Dr. Macartney served at Shire AG, a specialty biopharmaceutical company, as Senior Vice President of the Emerging Business Unit from 2011 to 2013, where he was responsible for discovery initiatives through Phase 3 development of Shire’s Specialty Pharmaceutical portfolio. Prior to joining Shire AG, he served at GSK, a pharmaceutical company, from 1999 to 2011, as Senior Vice President of Global Product Strategy and Project/Portfolio Management from 2007 to 2011, as Senior Vice President, Cardiovascular and Metabolic Medicine Development Center from 2004 to 2007, and as Vice President, Global Head of Cardiovascular, Metabolic and Urology Therapeutic Areas from 1999 to 2004. Prior to joining GSK, Dr. Macartney was employed at Astra Pharmaceuticals from 1998 to 1999 in leadership roles in operations, marketing and sales, and served as Executive Director, Commercial Operations at AstraMerck, Inc., a pharmaceutical company, from 1996 to 1998. Dr. Macartney received his Ph.D. from Glasgow University in Scotland in 1982, where he was a Royal Society Research Fellow, and his B.V.M.S. in 1979 from Glasgow University Veterinary School. He is also trained in diagnostic

pathology and is a Fellow of the Royal College of Pathologists. We believe that Dr. Macartney’s extensive experience in leadership positions at numerous pharmaceutical companies qualifies him to serve on our Board.

Matthew W. Foehr has served as a member of our Board since May 2014. He has also served as the President and Chief Executive Officer and a member of the board of directors of OmniAb, Inc. since November 2022. From February 2015 to November 2022, Mr. Foehr served as President and Chief Operating Officer of Ligand Pharmaceuticals Incorporated (“Ligand”), and previously served as Executive Vice President and Chief Operating Officer of Ligand from April 2011 to February 2015. From February 2015 to May 2020, he served on the board of directors of Ritter Pharmaceuticals, Inc. (now named Qualigen Therapeutics, Inc.) and served on its audit committee and as Chair of its compensation committee. Mr. Foehr has over 25 years of experience in the pharmaceutical industry, having managed global operations, technology development and licensing, and research and development programs. From March 2010 to April 2011, he was Vice President and Head of Consumer Dermatology R&D, as well as Acting Chief Scientific Officer of Dermatology, in the Stiefel division of GSK. Following GSK’s $3.6 billion acquisition of Stiefel Laboratories, Inc., a pharmaceutical company, in 2009, Mr. Foehr led the R&D integration of Stiefel into GSK. At Stiefel Laboratories, Inc., Mr. Foehr served as Senior Vice President of Global R&D Operations, Senior Vice President of Product Development & Support, and Vice President of Global Supply Chain Technical Services from January 2007 to March 2010. Prior to Stiefel, Mr. Foehr held various executive roles at Connetics Corporation, a pharmaceutical company, including Senior Vice President of Technical Operations and Vice President of Manufacturing. Early in his career, Mr. Foehr managed manufacturing activities and worked in process sciences at both LXR Biotechnology Inc. and Berlex Biosciences. He received his BS in Biology from Santa Clara University. We believe that Mr. Foehr’s past service in executive management roles for companies in the pharmaceutical industry and related experience provide him with the qualifications and skills to serve as a member of our Board.

Charles A. Rowland, Jr., MBA, has served as a member of our Board since July 2017. Mr. Rowland’s past board services include him being a member of the board of directors and chair of the audit committee of Generation Bio Co. from July 2018 through February 2026 and as a member of the board of directors and chair of the compensation committee of Nabriva Therapeutics, AG from January 2015 through January 2025. From June 2018 to January 2024, he served as a member of the board of directors and chair of the audit and compensation committees of Orchard Therapeutics plc, when Orchard Therapeutics plc was acquired by Kyowa Kirin Co., Ltd. From March 2015 to June 2022, Mr. Rowland served as a member of the board of directors and chair of the audit committee of Blueprint Medicines Corporation, and was a member of the board of Psioxus Therapeutics from August 2017 to October 2019, Vitae Pharmaceuticals, Inc. from September 2014 to September 2016, BIND Therapeutics, Inc. from May 2014 to July 2016, and Idenix Pharmaceuticals, Inc. from June 2013 to August 2014. From April 2016 to February 2017, he served as president and chief executive officer of Aurinia Pharmaceuticals Inc., and as a member of the board of directors of Aurinia from July 2014 to February 2017. Mr. Rowland previously served as vice president and chief financial officer of ViroPharma Incorporated, an international biopharmaceutical company, from October 2008 until it was acquired by Shire plc in January 2014. Prior to joining ViroPharma, from 2006 to 2008, Mr. Rowland served as executive vice president and chief financial officer, as well as the interim co chief executive officer, for Endo Pharmaceuticals Inc., a specialty pharmaceutical company with a primary focus in pain management. Mr. Rowland previously held positions of increasing responsibility at Biovail Pharmaceuticals, Inc., Breakaway Technologies, Inc., Pharmacia Corporation, Novartis AG and Bristol-Myers Squibb Co., each a biopharmaceutical company. Mr. Rowland received a B.S. in Accounting from Saint Joseph’s University and an M.B.A. with a finance concentration from Rutgers University. We believe that Mr. Rowland’s financial and business expertise in the life sciences industry provide him with the qualifications and skills to serve as a member of our Board.

CORPORATE GOVERNANCE AND BOARD MATTERS

This section describes key corporate governance guidelines and practices that we have adopted. Complete copies of the charters of the committees of our Board and our Code of Conduct and Ethics described below may be viewed on our internet website at http://ir.vikingtherapeutics.com/governance-highlights under “Committee Charters” and “Governance Documents.” Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement, and references to our website address in this proxy statement are inactive textual references only. Alternately, you can request a copy of any of these documents free of charge by writing to our Corporate Secretary, c/o Viking Therapeutics, Inc., 9920 Pacific Heights Blvd, Suite 350, San Diego, CA 92121.

Director Independence

Under the rules and listings standards (the “Nasdaq Rules”) of The Nasdaq Stock Market LLC (“Nasdaq”), a majority of the members of our Board must satisfy the Nasdaq criteria for “independence.” No director qualifies as independent under the Nasdaq Rules unless our Board affirmatively determines that the director does not have a relationship with us that would impair independence (directly or as a partner, stockholder or officer of an organization that has a relationship with us). Our Board has determined that Drs. Macartney and Rouan and Messrs. Foehr, Singleton and Rowland are independent directors as defined under the Nasdaq Rules. Dr. Lian is not independent under the Nasdaq Rules as a result of his position as our President and Chief Executive Officer.

Board Leadership Structure

Our Bylaws provide our Board with the discretion to combine or separate the positions of Chairperson of our Board and Chief Executive Officer. Dr. Macartney, who is an independent director, serves as Chairperson of our Board. As a general policy, our Board believes that separation of the positions of Chairperson of our Board and Chief Executive Officer reinforces the independence of our Board from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of our Board as a whole. We believe that this separation of responsibilities will provide a balanced approach to managing our Board and overseeing the Company. However, our Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Role of Board in Risk Oversight Process

Our Board is responsible for overseeing our overall risk management process. The responsibility for managing risk rests with executive management while the committees of our Board and our Board as a whole participate in the oversight process. Our Board’s risk oversight process builds upon management’s risk assessment and mitigation processes, which include reviews of long-term strategic and operational planning, executive development and evaluation, regulatory and legal compliance, and financial reporting and internal controls.

Meetings and Executive Sessions

Our Board meets on a regular basis throughout the year to review significant developments affecting us and to act upon matters requiring its approval. Our Board also holds special meetings as required from time to time when important matters arise requiring Board action between scheduled meetings. During fiscal year 2025, (i) our Board met eight times (including one meeting of our Board at which the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee each separately discussed, considered and took certain actions) and acted by action by unanimous written consent once, (ii) our audit committee of the Board (the “Audit Committee”) met five times and did not take any actions by unanimous written consent, (iii) our Compensation Committee met five times and took action by unanimous written consent twice, and (iv) our nominating and corporate governance committee of the Board (the “Nominating and Corporate Governance Committee”) met one time and did not take any actions by unanimous written consent. None of our directors attended fewer than 75% of the total number of meetings held by our Board and the committees (on which and for the period during which the director served) during fiscal year 2025.

As required under applicable Nasdaq listing standards, our independent directors periodically meet in an executive session at which only they are present.

Policy Regarding Board Member Attendance at Annual Meetings

It is the policy of our Board to invite directors and nominees for director to attend annual meetings of our stockholders. We expect any of them in attendance to be available to answer appropriate questions from our stockholders. We held one annual meeting of stockholders in fiscal year 2025, and Dr. Lian, Dr. Macartney, Mr. Rowland, Mr. Foehr, Mr. Singleton and Dr. Rouan, constituting all members of our Board, attended the meeting.

Information Regarding Committees of our Board

Our Board has established a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. The following table provides membership information as of the date hereof and meetings held in 2025 for each of these committees of our Board:


Name	Audit	Compensation	Nominating and Corporate Governance
J. Matthew Singleton	X*	X
S. Kathryn Rouan, Ph.D.			X*
Lawson Macartney, B.V.M.S., Ph.D.	X	X	X
Brian Lian, Ph.D.
Matthew W. Foehr
Charles A. Rowland, Jr.	X	X*
Total meetings in 2025	5	5	1

X Current Committee Member.

* Current Committee Chairperson.

Below is a description of each primary committee of our Board. Members serve on these committees until their resignation, disqualification or removal or until otherwise determined by our Board. Each of these committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. Our Board has determined that each member of each of these committees meets the applicable Nasdaq Rules and regulations regarding “independence” and that each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to us.

SEC Form DEF 14A filed by Viking Therapeutics Inc.