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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

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

PALVELLA 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 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

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PALVELLA THERAPEUTICS, INC.

353 W. Lancaster Avenue, Suite 200
Wayne, Pennsylvania 19087

2026 ANNUAL MEETING OF STOCKHOLDERS
To be Held on June 10, 2026

April 30, 2026

Dear Stockholder:

We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders of Palvella Therapeutics, Inc. (the “Annual Meeting”) which will be held at 11:00 a.m., Eastern Time, on Wednesday, June 10, 2026. The Annual Meeting will be held in virtual meeting format only, conducted via live audio webcast. You will not be able to attend the Annual Meeting physically. We believe that the virtual meeting format enables stockholders to attend and participate from any location around the world at no cost, provides savings to Palvella Therapeutics, Inc. and reduces the environmental impact of our Annual Meeting. The Annual Meeting can be accessed via the Internet at https://meetnow.global/MZMQXWT.

Details regarding the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of 2026 Annual Meeting of Stockholders (the “Notice”) and 2026 Annual Meeting Proxy Statement (the “Proxy Statement”). Other than the proposals described in the Proxy Statement, our Board of Directors is not aware of any other matters to be presented for a vote at the Annual Meeting. We are pleased to take advantage of the Securities and Exchange Commission (“SEC”) rules that allow companies to furnish their proxy materials over the Internet.

Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to vote as soon as possible to ensure that your shares are represented. Information about voting methods is set forth in the accompanying Notice and Proxy Statement. If you have any questions with respect to voting, please call our Chief Financial Officer and Corporate Secretary, Matthew E. Korenberg, at (484)-253-1461.

Sincerely,

/s/ George M. Jenkins

George M. Jenkins
Chair of the Board of Directors

/s/ Wesley H. Kaupinen

Wesley H. Kaupinen
President and Chief Executive Officer

THIS PROXY STATEMENT AND ENCLOSED PROXY CARD ARE
FIRST BEING MADE AVAILABLE ON OR ABOUT APRIL 30, 2026

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NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To be Held on June 10, 2026

Dear Stockholders:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders of Palvella Therapeutics, Inc. (the “Annual Meeting”) will be held on Wednesday, June 10, 2026, at 11:00 a.m., Eastern Time. The Annual Meeting will be held in a virtual meeting format only. We are holding the meeting for the purpose of considering and acting upon the:

Election of the three director nominees that are set forth in the attached 2026 Annual Meeting Proxy Statement (the “Proxy Statement”) to serve as Class III directors, whose term will expire in 2029;

Ratification of the appointment of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the 2026 fiscal year;

Approval, on an advisory basis, of the compensation of our named executive officers;

Approval, on an advisory basis, of the preferred frequency of future advisory votes on the compensation paid to our named executive officers;

Approval of an amendment to the 2024 Equity Incentive Plan (the “2024 Plan”) to increase the authorized shares issuable under the 2024 Plan by 750,000 shares;

Approval of an adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve Proposal 5; and

Any other matters that may properly be brought before the Annual Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of 2026 Annual Meeting of Stockholders (the “Notice”).

MEETING INFORMATION

	Date:			Wednesday, June 10, 2026
	Time:			11:00 a.m., Eastern Time
	Website Address:			The meeting can be accessed by visiting https://meetnow.global/MZMQXWT, where you will be able to listen to the meeting live, submit questions and vote online. There will be no physical location for stockholders to attend.
	Record Date:			You can vote if you were a stockholder of record on April 13, 2026.

Your vote matters. Whether or not you plan to virtually attend the Annual Meeting, please ensure that your shares are represented by voting, signing, dating and returning your proxy in the enclosed envelope, which requires no postage if mailed in the United States.

By Order of the Board of Directors

/s/ Matthew E. Korenberg

Matthew E. Korenberg
Chief Financial Officer and Corporate Secretary
April 30, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 10, 2026. This Proxy Statement and the proxy card are being furnished to our stockholders on or about April 30, 2026. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available to holders of our common stock at www.edocumentview.com/PVLA and also available on the SEC’s website at http://www.sec.gov. If you would like to receive, without charge, a paper copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, including the financial statements, please send your request to Corporate Secretary, Palvella Therapeutics, Inc., 353 W. Lancaster Ave, Suite 200, Wayne, Pennsylvania 19087.

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SUMMARY INFORMATION

This summary highlights information contained elsewhere in this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”). This summary does not contain all of the information you should consider and we encourage you to read this Proxy Statement and the 2025 Annual Report carefully before voting.

2026 Annual Meeting of Stockholders

	TIME AND DATE			RECORD DATE			WEBSITE ADDRESS
	Wednesday, June 10, 2026 11:00 a.m., Eastern Time			April 13, 2026			The meeting can be accessed by visiting https://meetnow.global/MZMQXWT, where you will be able to listen to the meeting live, submit questions and vote online. There will be no physical location for stockholders to attend.

Summary of Stockholder Voting Matters

VOTING MATTERS	FOR MORE INFORMATION	BOARD OF DIRECTORS RECOMMENDATION

PROPOSAL 1: Election of Class III Directors for a Three-Year Term Expiring in 2029 • George M. Jenkins • Todd C. Davis • John Doux, M.D.	Page 44	☑ FOR each nominee
PROPOSAL 2: Ratification of Appointment of EY as our Independent Registered Public Accounting Firm for the 2026 fiscal year	Page 45	☑ FOR
PROPOSAL 3: Approval, on an advisory basis, of the compensation of our named executive officers	Page 46	☑ FOR
PROPOSAL 4: Approval, on an advisory basis, of the preferred frequency of future advisory votes on the compensation paid to our named executive officers	Page 47	☑ FOR one year
PROPOSAL 5: Approval of an amendment to the 2024 Equity Incentive Plan to increase the authorized shares issuable under the 2024 Plan by 750,000 shares	Page 48	☑ FOR
PROPOSAL 6: Approval of an adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve Proposal 5	Page 58	☑ FOR

Our Director Nominees

You are being asked to vote on the election of George M. Jenkins, Todd C. Davis and John Doux, M.D. as Class III directors, each to serve for a three-year term expiring at our 2029 Annual Meeting of Stockholders. The number of members of our Board of Directors (the “Board”), is currently set at seven members and is divided into three classes, each of which has a three-year term. Class I consists of two directors, Class II consists of two directors and Class III consists of three directors.

The term of office of our Class III directors expires at the Annual Meeting. We are nominating George M. Jenkins, Todd C. Davis and John Doux, M.D. for election at our Annual Meeting to serve until the 2029 Annual Meeting of Stockholders and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. Directors are elected by a plurality of the votes properly cast by our

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SUMMARY INFORMATION (continued)

stockholders at the Annual Meeting. The three nominees receiving the most FOR votes (among votes properly cast online at the meeting or by proxy) will be elected. If no contrary indication is made, shares represented by executed proxies will be voted FOR the election of George M. Jenkins, Todd C. Davis and John Doux, M.D. Each nominee has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve.

NAME

AGE

DIRECTOR
SINCE

OCCUPATION

INDEPENDENT

COMMITTEE
MEMBERSHIPS

NCGC

George M. Jenkins.

2024

Board member

Yes

Todd C. Davis

2024

Chief Executive Officer
of Ligand Pharmaceuticals,
Incorporated

Yes

John Doux, M.D.

2026

Analyst, Palo Alto
Investors LP

Yes

	AC = Audit Committee			C = Chair
	CC = Compensation Committee			M = Member

CORPORATE GOVERNANCE HIGHLIGHTS

The following table summarizes our current Board structure and key elements of our corporate governance framework:

	GOVERNANCE ITEMS
	Size of Board (set by the Board)			7
	Number of Independent Directors			6
	Independent Chair of the Board			Yes
	Board Self-Evaluation			Annual
	Review of Independence of Board			Annual
	Independent Directors Meet Without Management Present			Yes
	Voting Standard for Election of Directors in Uncontested Elections			Plurality

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	SUMMARY INFORMATION					i
	CORPORATE GOVERNANCE HIGHLIGHTS					ii
	PROXY STATEMENT					v
	EXPLANATORY NOTE					vi
	GENERAL INFORMATION ABOUT THE MEETING					1
	ATTENDING THE ANNUAL MEETING					1
	PROXY SOLICITATION					1
	STOCKHOLDERS ENTITLED TO VOTE					1
	VOTING METHODS					1
	HOW YOUR SHARES WILL BE VOTED					2
	BROKER VOTING AND VOTES REQUIRED FOR EACH PROPOSAL					3
	QUORUM					4
	PROXY SOLICITATION COSTS					4
	BOARD OF DIRECTORS					5
	BOARD STRUCTURE AND COMPOSITION					5
	CRITERIA FOR BOARD MEMBERSHIP					6
	SELECTION OF CANDIDATES					6
	BOARD OVERSIGHT OF COMPANY CULTURE AND ENVIRONMENTAL, SOCIAL AND GOVERNANCE HIGHLIGHTS					7
	DIRECTOR NOMINEES					8
	CONTINUING DIRECTORS					11
	CORPORATE GOVERNANCE AND RISK MANAGEMENT					14
	BOARD INDEPENDENCE					14
	BOARD LEADERSHIP STRUCTURE					14
	BOARD COMMITTEES					14
	RISK MANAGEMENT					15
	EVALUATING BOARD EFFECTIVENESS					15
	CODE OF CONDUCT					15
	INSIDER TRADING POLICY					15
	DIRECTOR ORIENTATION AND CONTINUING EDUCATION					16
	CORPORATE GOVERNANCE GUIDELINES					16
	BOARD ATTENDANCE, COMMITTEE MEETINGS AND COMMITTEE MEMBERSHIP					16
	COMPENSATION CONSULTANT					19
	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION					19
	FAMILY RELATIONSHIPS					19
	STOCKHOLDER ENGAGEMENT					19
	DIRECTOR COMPENSATION					21
	NON-EMPLOYEE DIRECTOR COMPENSATION POLICY					21
	DIRECTOR COMPENSATION TABLE					21
	INDEPENDENT REGISTERED ACCOUNTING FIRM					23
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES					23
	AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES					23

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	AUDIT COMMITTEE REPORT					24
	EXECUTIVE OFFICERS					25
	EXECUTIVE COMPENSATION					27
	SUMMARY COMPENSATION TABLE					27
	NAMED EXECUTIVE OFFICER ARRANGEMENTS					28
	COMPENSATION RECOVERY POLICY					30
	PLEDGING AND ANTI-HEDGING POLICIES					31
	EQUITY GRANT TIMING					31
	OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END					31
	PAY VERSUS PERFORMANCE					32
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					36
	EQUITY COMPENSATION PLAN INFORMATION					40
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					41
	DELINQUENT SECTION 16(a) REPORTS					43
	PROPOSALS TO BE VOTED ON					44
	PROPOSAL 1: ELECTION OF CLASS III DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2029					44
	PROPOSAL 2: RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2026 FISCAL YEAR					45
	PROPOSAL 3: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS					46
	PROPOSAL 4: APPROVAL, ON AN ADVISORY BASIS, OF THE PREFERRED FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS					47
	PROPOSAL 5: APPROVAL OF AN AMENDMENT TO THE 2024 EQUITY INCENTIVE PLAN TO INCREASE THE AUTHORIZED SHARES ISSUABLE UNDER THE 2024 PLAN BY 750,000 SHARES					48
	PROPOSAL 6: APPROVAL OF AN ADJOURNMENT OF THE ANNUAL MEETING TO THE EXTENT THERE ARE INSUFFICIENT VOTES AT THE ANNUAL MEETING TO APPROVAL PROPOSAL 5					58
	OTHER INFORMATION					59
	OTHER MATTERS					59
	REQUIREMENTS FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR NEXT YEAR’S ANNUAL MEETING					59
	STOCKHOLDER COMMUNICATIONS TO THE BOARD					59
	AVAILABILITY OF MATERIALS					59
	APPENDIX A: AMENDMENT NO. 1 TO THE PALVELLA THERAPEUTICS, INC. 2024 EQUITY INCENTIVE PLAN					A-1

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PROXY STATEMENT

This Proxy Statement, with the enclosed proxy card, is being furnished to stockholders of Palvella Therapeutics, Inc. in connection with the solicitation by our Board of proxies to be voted at our Annual Meeting and at any postponements or adjournments thereof. The Annual Meeting will be held on Wednesday, June 10, 2026, at 11:00 a.m., Eastern Time, via the Internet at https://meetnow.global/MZMQXWT. This Proxy Statement and the enclosed proxy card are first being furnished to our stockholders on or about April 30, 2026. The Notice of Internet Availability of Proxy Materials being mailed to the stockholders is not part of the Proxy Statement.

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EXPLANATORY NOTE

On December 13, 2024 (the “Closing Date”), Palvella Therapeutics, Inc., a Nevada corporation (the “Company” or “Palvella”) (previously named Pieris Pharmaceuticals, Inc. and our predecessor company (“Pieris”)), consummated the previously announced merger pursuant to the terms of that certain Agreement and Plan of Merger, dated as of July 23, 2024 (the “Merger Agreement”), by and among the Company, Polo Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pieris, and Palvella Therapeutics, Inc., a Delaware corporation (“Legacy Palvella”). Pursuant to the Merger Agreement, on the Closing Date, (i) Merger Sub merged with and into Legacy Palvella, with Legacy Palvella as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of the Company (the “Merger”) and (ii) the Company’s name was changed from Pieris Pharmaceuticals, Inc. to Palvella Therapeutics, Inc.

Immediately after the completion of the Merger the business conducted by us became the business conducted by Legacy Palvella, which is a clinical-stage biopharmaceutical company focused on developing and commercializing novel therapies to treat patients suffering from serious, rare skin diseases and vascular malformations for which there are no FDA-approved therapies, and our common stock began trading on the Nasdaq Capital Market under the ticker symbol “PVLA.”

Unless otherwise indicated, all references in this Proxy Statement to “Palvella,” “Company,” “we,” “our,” and “us” refer to Palvella Therapeutics, Inc. (previously named Pieris Pharmaceuticals, Inc.) as of and following the closing of the Merger, and all references to “Pieris” refer to Pieris Pharmaceuticals, Inc. and the business of Pieris Pharmaceuticals, Inc. prior to the closing of the Merger.

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GENERAL INFORMATION ABOUT THE MEETING

ATTENDING THE ANNUAL MEETING

The Annual Meeting will be a completely virtual meeting. There will be no physical meeting location. The meeting will only be conducted via live webcast. We have adopted a virtual format for the Annual Meeting to make participation accessible for stockholders from any geographic location with Internet connectivity. We have worked to offer the same participation opportunities as would be provided at an in-person meeting while further enhancing the online experience available to all stockholders regardless of their location.

To participate in the virtual meeting, visit https://meetnow.global/MZMQXWT. You will need to enter the 15-digit control number included on your Notice or on your proxy card. The meeting will begin promptly at 11:00 a.m., Eastern Time on Wednesday, June 10, 2026. We encourage you to access the meeting prior to the start time leaving ample time for the check-in.

If your shares are held in “street name,” you should contact your bank or broker to obtain your 15-digit control number or otherwise vote through the bank or broker. If you lose your 15-digit control number, you may join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date (as defined below).

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plug-ins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in prior to the start of the meeting.

PROXY SOLICITATION

Our Board is soliciting your vote on matters that will be presented at the Annual Meeting and at any adjournment or postponement thereof. This Proxy Statement contains information on these matters to assist you in voting your shares.

This Proxy Statement and the proxy card are being furnished to our stockholders on or about April 30, 2026. This Proxy Statement and our 2025 Annual Report are available to holders of our common stock at www.edocumentview.com/PVLA. If you would like to receive, without charge, a paper copy of our 2025 Annual Report, including the financial statements, please send your request to Corporate Secretary, Palvella Therapeutics, Inc., 353 W. Lancaster Avenue, Suite 200, Wayne, Pennsylvania 19087.

STOCKHOLDERS ENTITLED TO VOTE

All stockholders of record of our common stock at the close of business on April 13, 2026 (the “Record Date”) are entitled to receive the Notice and to vote their shares at the Annual Meeting. As of the Record Date, 14,323,686 shares of our common stock were outstanding. Each share is entitled to one vote on each matter properly brought to the meeting.

VOTING METHODS

You may cast your vote in any of the following ways:

MAIL

INTERNET

PHONE

ONLINE AT THE
MEETING

Mailing your signed
proxy card or voter
instruction card.

Using the Internet at www.investor
vote.com/PVLA

Calling toll-free from
the United States, U.S. territories and Canada to 1-800-652-8683

You can vote at the meeting at https://meetnow. global/MZMQXWT

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GENERAL INFORMATION ABOUT THE MEETING
(continued)

Voting via the Internet, mobile device, or by telephone helps save money by reducing postage and proxy tabulation costs. To vote by any of these methods, read this Proxy Statement, have your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form in hand, and follow the instructions above for your preferred method of voting. Each of these voting methods is available 24 hours per day, seven days per week.

The manner in which your shares may be voted depends on how your shares are held. If you own shares of record, meaning that your shares are represented by certificates or book entries in your name so that you appear as a shareholder on the records of Computershare, our stock transfer agent, you may vote by proxy, meaning you authorize individuals named in the proxy card to vote your shares. You may provide this authorization by voting via the Internet, mobile device, by telephone, or (if you have received paper copies of our proxy materials) by returning a proxy card. You also may participate in and vote during the Annual Meeting at https://meetnow.global/MZMQXWT. If you own common stock of record and you do not vote by proxy or at the Annual Meeting, your shares will not be voted.

If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet. To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Palvella holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on June 5, 2026.

You will receive a confirmation of your registration by email after we receive your registration materials.

Requests for registration should be directed to us at the following:

By email:

Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com

By mail:

Computershare
Palvella Therapeutics, Inc. Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001

HOW YOUR SHARES WILL BE VOTED

In each case, your shares will be voted as you instruct. If you return a signed card, but do not provide voting instructions, your shares will be voted FOR each of the proposals. If you are the record holder of your shares, you may revoke or change your vote any time before the proxy is exercised. To do so, you must do one of the following:

•

Vote over the Internet or by telephone as instructed above. Only your latest Internet or telephone vote is counted. You may not revoke or change your vote over the Internet or by telephone after 11:59 p.m., Eastern Time, on June 9, 2026.

•

Sign a new proxy card and submit it by mail, which must be received no later than June 9, 2026. Only your latest dated proxy card will be counted.

•

Give our Secretary written notice before or during the meeting that you want to revoke your proxy.

•

Virtually attend the Annual Meeting at https://meetnow.global/MZMQXWT.

•

Virtually attending the Annual Meeting will not by itself revoke a previously granted proxy.

If your shares are held by your broker, bank or other holder of record as a nominee or agent (i.e., the shares are held in “street name”), you should follow the instructions provided by your broker, bank or other holder of record.

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GENERAL INFORMATION ABOUT THE MEETING
(continued)

Deadline for Voting. The deadline for voting by telephone or Internet, other than by virtually attending the Annual Meeting, is 11:59 p.m. Eastern Time on June 9, 2026. If you are a registered stockholder and virtually attend the Annual Meeting, you may deliver your vote online during the Annual Meeting. “Street name” stockholders who wish to vote at the Annual Meeting will need to obtain a proxy form from the institution that holds their shares.

BROKER VOTING AND VOTES REQUIRED FOR EACH PROPOSAL

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in street name. The Notice has been forwarded to you by your broker, bank or other holder of record who is considered the stockholder of record of those shares. As the beneficial owner, you may direct your broker, bank or other holder of record on how to vote your shares by using the proxy card included in the materials made available or by following their instructions for voting on the Internet.

A broker non-vote occurs when a broker or other nominee that holds shares for another does not vote on a particular item because the nominee does not have discretionary voting authority for that item and has not received instructions from the beneficial owner of the shares. The following table summarizes how votes withheld, broker non-votes and abstentions are treated with respect to our proposals:

VOTING MATTERS	VOTES REQUIRED	TREATMENT OF VOTES WITHHELD ABSTENTIONS AND BROKER NON-VOTES	BROKER DISCRETIONARY VOTING
PROPOSAL 1: Election of Class III Directors for a Three-Year Term Expiring in 2029	Plurality of the votes properly cast	Votes withheld and broker non-votes will have no effect on the outcome of the proposal	No
PROPOSAL 2: Ratification of Appointment of EY as our Independent Registered Public Accounting Firm for the 2026 fiscal year	Majority of the votes properly cast	Abstentions and broker non-votes will have no effect on the outcome of the proposal	Yes
PROPOSAL 3: Approval, on an advisory basis, of the compensation of our named executive officers	Majority of the votes properly cast	Abstentions and broker non-votes will have no effect on the outcome of the proposal	No
PROPOSAL 4: Approval, on an advisory basis, of the preferred frequency of future advisory votes on the compensation of our named executive officers	Majority of the votes properly cast	Abstentions and broker non-votes will have no effect on the outcome of the proposal	No
PROPOSAL 5: Approval of an amendment to the 2024 Equity Incentive Plan to increase the authorized shares issuable under the 2024 Plan by 750,000 shares	Majority of the votes properly cast	Abstentions and broker non-votes will have no effect on the outcome of the proposal	No
PROPOSAL 6: Approval of an adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve Proposal 5	Majority of the votes properly cast	Abstentions and broker non-votes will have no effect on the outcome of the proposal	No

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GENERAL INFORMATION ABOUT THE MEETING
(continued)

QUORUM

We must have a quorum to conduct business at the Annual Meeting. A quorum consists of the presence at the Annual Meeting, either attending the meeting virtually or represented by proxy, of the holders of shares of capital stock representing a majority of the voting power of all outstanding shares of capital stock entitled to vote. For the purpose of establishing a quorum, votes withheld, abstentions, including brokers holding customers’ shares of record who cause abstentions to be recorded at the meeting, and broker non-votes count toward the quorum. If there is no quorum, the chairman of the meeting may adjourn the Annual Meeting to another date.

PROXY SOLICITATION COSTS

We pay the cost of soliciting proxies. Proxies will be solicited on behalf of the Board by mail, telephone, and other electronic means or in person. Directors and employees will not be paid any additional compensation for soliciting proxies. We may reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

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BOARD OF DIRECTORS

Our Board has nominated George M. Jenkins, Todd C. Davis and John Doux, M.D. for election as Class III directors at our Annual Meeting to hold office until our 2029 Annual Meeting of Stockholders.

Our Board is the Company’s ultimate decision-making body, except with respect to those matters reserved to the stockholders. Our Board selects the members of our senior management team, who in turn are responsible for our day-to-day operations. Our Board acts as an advisor and counselor to senior management and oversees their performance.

Our Board consists of directors divided into three classes, with each class holding office for a three-year term. George M. Jenkins, Todd C. Davis and John Doux, M.D., current Class III directors, have been nominated by our Board for election at the Annual Meeting for three-year terms that will expire at the 2029 Annual Meeting of Stockholders and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. Each of the nominees has agreed to be named and to serve, and we expect each nominee to be able to serve if elected. If any nominee is unable to serve, the Nominating and Corporate Governance Committee will recommend to our Board a replacement nominee. The Board may then designate the other nominee to stand for election. If you voted for the unavailable nominee, your vote will be cast for his replacement.

BOARD STRUCTURE AND COMPOSITION

The Nominating and Corporate Governance Committee is responsible for recommending the composition and structure of our Board and for developing criteria for Board membership. The Nominating and Corporate Governance Committee regularly reviews director competencies, qualities and experiences, with the goal of ensuring that our Board is comprised of directors who function collegially as a team and who are able to apply their experience toward meaningful contributions to our business strategy and oversight of our performance, risk management, organizational development and succession planning.

Our Board currently consists of seven directors divided into three staggered classes, with one class to be elected at each annual meeting to serve for a three-year term. In accordance with the terms of our Amended and Restated Articles of Incorporation, as amended (the “Articles of Incorporation”), our Board is divided into three classes, Class I, Class II and Class III, with one class of directors being elected in each year and each class serving a three-year term. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors.

At each annual meeting of stockholders to be held after the initial classification, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified, or their earlier disqualification, resignation, removal, retirement or death. This classification of the Board may have the effect of delaying or preventing changes in our control or management. Our directors may be removed for cause by the affirmative vote of the holders of at least 80% of our voting stock.

The Nominating and Corporate Governance Committee is responsible for identifying individuals that it believes are qualified to become members of our Board.

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CRITERIA FOR BOARD MEMBERSHIP

The Nominating and Corporate Governance Committee has identified certain criteria that it will consider in identifying director nominees. Important general criteria and considerations for Board membership include:

	GENERAL CRITERIA
	☑ Personal integrity and ethical character, commitment and independence of thought and judgment.
	☑ Capability to fairly and equally act in the best interest of our stockholders.
	☑ Prior or current leadership experience, including within the biotechnology and biopharmaceutical industries.
	☑ Broad experience, diverse perspectives, the ability to exercise sound judgment, and a judicious and critical temperament that will enable objective appraisal of management’s plans and programs.
	☑ Willingness and ability to devote sufficient time, energy and attention to Board responsibilities.
	☑ Lack of actual and potential conflicts of interest.

The Nominating and Corporate Governance Committee also considers, on an ongoing basis, the background, experience and skills of the incumbent directors that are important to our current and future business needs, and evaluates the experience and skills that would be valuable in new Board members.

SELECTION OF CANDIDATES

Director Skill Set Considerations

In recruiting and selecting Board candidates, the Nominating and Corporate Governance Committee takes into account the size of the Board and the skills of the candidates. The Nominating and Corporate Governance Committee reviews the professional experience and qualifications of each Board member and candidate to determine whether a particular Board member or candidate possesses the necessary skills and/or other attributes to qualify him or her for service on a particular committee. The Nominating and Corporate Governance Committee also considers a wide range of additional factors including other positions the director or candidate holds, including other boards of directors on which he or she serves, and the independence of each director and candidate, to ensure that a substantial majority of the Board is independent. While we do not have a formal policy on Board diversity, the Board is committed to building a Board that consists of an optimal and diverse mix of skills and expertise for effectively overseeing the execution of our business and meeting our evolving needs. We strive for members with a variety of backgrounds, professional experiences and perspectives. As presently constituted, the Board represents a deliberate mix of members who have a deep understanding of our business as well as members who have different skill sets and points of view. The Nominating and Corporate Governance Committee considers the value of diversity on the Board in evaluating director nominees. Accordingly, the Nominating and Corporate Governance Committee’s evaluation of director nominees includes consideration of their ability to contribute to the diversity of personal and professional experiences, opinions and perspectives on the Board.

Potential Director Candidates

On an ongoing basis, the Nominating and Corporate Governance Committee considers potential director candidates identified on its own initiative, as well as candidates referred or recommended to it by other directors, members of management, search firms, stockholders and others (including individuals seeking to join the Board). Stockholders who wish to recommend candidates may contact the Nominating and Corporate Governance Committee in the manner described in “Stockholder Communications to the Board.” Stockholder nominations must be made according to the procedures required under our Amended and Restated Bylaws, as amended (the “Bylaws”), and described in this Proxy Statement under the heading “Requirements for Submission of Stockholder Proposals for Next Year’s Annual Meeting.” Stockholder-recommended candidates and stockholder nominees whose nominations comply with these procedures and who meet the criteria referred to above will be evaluated by the Nominating and Corporate Governance Committee in the same manner as the Board’s nominees.

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BOARD OF DIRECTORS (continued)

BOARD OVERSIGHT OF COMPANY CULTURE AND ENVIRONMENTAL, SOCIAL AND GOVERNANCE HIGHLIGHTS

Our Board is committed to fostering a strong culture of compliance and ethical conduct and has structured its committees and their activities to support its commitment. Our Board supports management’s promotion of a corporate culture of integrity, ethical behavior and compliance with laws and regulations and for ensuring that our culture and strategy are aligned. Our Board expects all directors, as well as officers and employees, to conduct themselves in a manner consistent with our Code of Business Conduct and Ethics (the “Code of Conduct”) and our values. Our Board believes that a strong culture of integrity, ethics and compliance is fundamental to the conduct of our business and is necessary for effective risk management, maintaining investor trust and successful corporate governance.

We understand corporate responsibility is essential for good governance because it strengthens the accountability of our Board and management team. We view Environmental, Social and Governance (“ESG”) initiatives as long-term value drivers for us and our stockholders. Our focus on and commitment to ESG is tied to our belief that achieving and sustaining business excellence goes hand-in-hand with strong corporate leadership and stewardship. Our Board is primarily responsible for overseeing our corporate strategy, which includes the oversight of ESG matters that impact our business and related risks. Though our current ESG initiatives are broad, we continue to focus on our people, culture and strong corporate governance.

The following is a summary of our current ESG policies and practices:

•

Separate Chair of the Board and Chief Executive Officer: The offices of Chief Executive Officer (“CEO”) and Chair of the Board are separated, which allows our CEO to focus on strategic planning and execution, as well as our day-to-day business operations, while allowing the Chair of the Board to lead the Board in its fundamental role of providing advice to, and oversight of, management. While our Bylaws do not require the Chair of the Board and CEO positions to be separate, our Board believes that having separate positions is the appropriate leadership structure for us currently and demonstrates our commitment to good corporate governance.

•

Independent Committees: Each of our committees consist entirely of independent directors.

•

Regularly Held Executive Sessions: The independent directors of our Board meet separately in executive session on a regular basis to discuss matters relating to us and our Board, without members of the management team present.

•

Code of Conduct: All of our directors, officers and employees are subject to the Code of Conduct, which is available on our website at http://palvellatx.com.

•

Human Capital Management: We are committed to the health and welfare of our employees. We support the development of our employees with a competitive compensation and benefits package.

•

Employee Engagement and Professional Development: We strive to create a collaborative work environment and believe in investing in our employees. We seek to develop our employee talent within our organization through access to training, continuous learning programs and other development initiatives.

In each of the director nominee and continuing director biographies that follow, we highlight the specific experience, qualifications, attributes and skills that led the Board to conclude that the director nominee or continuing director should serve on our Board at this time.

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DIRECTOR NOMINEES

CLASS III DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2029

GEORGE M. JENKINS
Age: 74 Director Since: 2024	Committee Memberships: Audit (Chair); Compensation	Other Public Directorships: None.
George M. Jenkins has served as a member of our Board since December 2024. Mr. Jenkins also served as a member of Legacy Palvella’s board of directors from March 2017 and as its Chair since January 2018, each until December 2024. From 1987 until 2005, Mr. Jenkins was a general partner of Apax Partners, a global private equity firm where he served as chief operating officer. Mr. Jenkins currently serves as a board member of several private companies, including Conventus Orthopaedics, Inc. He has previously served on the board of various public and private companies, including SkinMedica (acquired by Allergan plc), Colorescience, Sunglass Hut and Spyder Active Sports. Mr. Jenkins holds an M.B.A. from Pace University and a B.A. in Economics from Lafayette College, where he currently serves as a Trustee Emeritus.
Skills & Qualifications: We believe Mr. Jenkins is qualified to serve on our Board because of his extensive experience in healthcare investment management as well as his executive leadership and directorship experience.

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BOARD OF DIRECTORS (continued)

TODD C. DAVIS
Age: 65 Director Since: 2024	Committee Memberships: Compensation (Chair); Nominating and Corporate Governance	Other Public Directorships: Ligand Pharmaceuticals Incorporated and Pelthos Therapeutics Inc.
Todd C. Davis has served as a member of our Board since December 2024. Mr. Davis previously served as a member of Legacy Palvella’s board of directors from April 2017 until December 2024. Mr. Davis currently serves as Chief Executive Officer of Ligand Pharmaceuticals Incorporated (“Ligand”), a role he has held since December 2022. He is the founder and managing partner of RoyaltyRx Capital, LLC, a special opportunities investment firm, a position he has held since September 2018. From 2006 until January 2018, Mr. Davis was a Co-founder and Managing Partner of Cowen/HealthCare Royalty Partners, a global healthcare investment firm. Previously, Mr. Davis was a Partner at Paul Capital Partners, where he co-managed that firm’s royalty investments as a member of the Royalty Management Committee from 2004 to 2006. He also served as a Partner responsible for biopharmaceutical growth equity investments at Apax Partners from 2001 to 2004. Mr. Davis began his business career in various sales and product management roles at Abbott Laboratories where he held several commercial roles of increasing responsibility during the period from 1990 to 1995. He subsequently held general management, business development, and licensing roles at Elan Pharmaceuticals, LLC from 1997 to 2001. Mr. Davis currently serves as a member of the board of directors and the Executive Chairman of Benuvia Holdings Inc., a private pharmaceutical holding company, and a member of the board of directors of Pelthos Therapeutics, Inc. (f/k/a Channel Therapeutics Corporation), a publicly held biotechnology company. Mr. Davis also currently serves a member of the board of directors of Ligand, a public biopharmaceutical company, a position he has held since March 2007, and previously served on the boards of Suneva Medical, Inc., a privately-held company from 2008-2017, Helomics, Inc., a privately-held company from 2013-2016, Vaxart, Inc., a publicly held biotechnology company from 2021-2023, BioDelivery Sciences International, Inc., a publicly held specialty pharmaceutical company acquired by Collegium Pharmaceutical, Inc. in 2022, from 2018 to 2022, the Harvard Business School Healthcare Alumni Association from 2018-2020, and Virocell Biologics, a privately held biotechnology company from 2021-2025. Mr. Davis holds an M.B.A. from Harvard University and a B.S. from the U.S. Naval Academy.
Skills & Qualifications: We believe Mr. Davis is qualified to serve on our Board because of his extensive experience in the healthcare industry and healthcare investment management as well as his experience as a director of a publicly held biopharmaceutical company.

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John Doux, M.D.
Age: 57 Director Since: 2026	Committee Memberships: None.	Other Public Directorships: None.
John Doux, M.D., has served as a member of our Board since April 2026. Dr. Doux is a board-certified dermatologist and a fellow of the American Academy of Dermatology. Since 2004, he has served as an analyst at Palo Alto Investors LP, a physician-led healthcare focused investment firm, where he has been involved in investments in several leading publicly traded companies developing and commercializing novel therapies for serious, rare diseases. Dr. Doux co-founded the Dermatology Summit and the Dermatology Innovation Forum and served on the conference’s board of directors from 2013 to 2021. Dr. Doux has served as a board trustee for the Pachyonychia Congenita Project, a public charity, since June 2025, and as a director on the board of directors of Kamari Pharma, a privately held clinical stage biotechnology company, since April 2024. From 2019 to 2022, Dr. Doux served on the board of directors of Legacy Palvella. He has also previously served on the boards of multiple biotechnology companies, including Ceptaris Therapeutics, Inc., which developed VALCHLOR® for cutaneous T-cell lymphoma and was acquired by Actelion. Dr. Doux maintained a clinical practice in medical and surgical dermatology from 1999 to 2016. Dr. Doux received his B.S. and M.D. from Stanford University and was a Howard Hughes Medical Institute Fellow in the laboratory of Dr. David Woodley. Dr. Doux completed his internship and residency training at Brigham and Women’s Hospital and Stanford Medical Center, respectively, and earned an M.B.A. from the Wharton School of Business at the University of Pennsylvania, where he was a Palmer Scholar.
Skills & Qualifications: We believe Dr. Doux is qualified to serve on our Board because of his medical expertise in the field of dermatology and extensive experience in both the healthcare industry and healthcare investment management.

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CONTINUING DIRECTORS

CLASS I DIRECTORS — TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

WESLEY H. KAUPINEN
Age: 48 Director Since: 2024	Committee Memberships: None.	Other Public Directorships: None.
Wesley H. Kaupinen has served as our President and Chief Executive Officer and as a member of our Board since December 2024. Mr. Kaupinen previously served as Legacy Palvella’s Chief Executive Officer and as a member of the Legacy Palvella board of directors since December 2015 until December 2024, and was further appointed President in August 2016. Prior to founding Legacy Palvella, Mr. Kaupinen served as Senior Vice President, Corporate Development and Commercialization at Insmed, Inc., a publicly traded commercial stage biopharmaceutical company focused on developing novel therapies to treat serious rare diseases, from 2013 to August 2015. Previously, Mr. Kaupinen was a Principal at Quaker Partners, an investment firm focused on public market and venture capital investments in innovative life sciences companies, and an associate in the healthcare group at Apax Partners, a global private equity firm. Mr. Kaupinen is a member of the board of directors of Primrose Bio, a private equity-backed company focused on developing and licensing its manufacturing technologies for nucleic acids and proteins used in therapeutics and vaccines. Mr. Kaupinen previously served on the board of directors of Biocoat Holdings, LLC (acquired by GTCR), Intact Vascular, Inc. (acquired by Royal Philips), and TELA Bio, Inc. (NASDAQ: TELA). Earlier in his career, Mr. Kaupinen also held commercial and general management positions at Synthes (now a part of Johnson & Johnson) and Johnson & Johnson Cordis Cardiology. Mr. Kaupinen earned an M.B.A. from The Wharton School of the University of Pennsylvania and a B.A. in Economics from the University of Virginia.
Skills & Qualifications: We believe Mr. Kaupinen is qualified to serve on our Board because of his knowledge of Legacy Palvella’s business, as well as his extensive leadership experience and successful record of commercial operations and product pipeline development.

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CHRISTOPHER KIRITSY
Age: 61 Director Since: 2016	Committee Memberships: Audit; Nominating and Corporate Governance	Other Public Directorships: None.
Christopher Kiritsy has served as a member of our Board since September 2016. Mr. Kiritsy is founder and managing member of Precision Kapital, LLC, a private investment and advisory firm, a role he has held since 2018, and serves as an advisor to Red Sky Partners, LLC. Prior to forming Precision Kapital, Mr. Kiritsy again teamed up with the late pharmaceutical legend, Michael Jaharis, to co-found Arisaph Pharmaceuticals, Inc. (“Arisaph”) and served as Arisaph’s President and Chief Executive Officer from 2005 to March 2018. At Arisaph, Mr. Kiritsy oversaw the development of a broad preclinical and clinical pipeline, taking several cardiometabolic products into clinical development. Additionally, Mr. Kiritsy employed a unique, shareholder friendly financing strategy, raising nearly two thirds of all capital nondilutively through royalty monetization and grant funding. Prior to Arisaph, Mr. Kiritsy served as Executive Vice President, Corporate Development and Chief Financial Officer of Kos Pharmaceuticals, Inc. (“Kos”) and was responsible for finance, corporate communications, strategic planning, and business development functions. During his decade-long tenure, Mr. Kiritsy raised approximately $500 million in public equity capital, including Kos’ initial public offering, and spearheaded 10 major corporate development transactions, including product acquisitions, in/out licensing and co-promotion arrangements. Mr. Kiritsy played a central role in building Kos from a start-up into publicly traded, profitable, 1,000 person fully-integrated company, where Kos internally developed and commercialized the blockbuster Niaspan® franchise. Kos was acquired by Abbott Laboratories for $4 billion in 2006. Mr. Kiritsy previously served on the board of directors and as audit chair of HTG Molecular Diagnostics, Inc. In addition, Mr. Kiritsy previously served as a board member and audit committee chair of Melinta Pharmaceuticals, Inc., as a board member of Arisaph and as chairman of the board of Avaxia Biologics, Inc. Mr. Kiritsy received his A.B. in Biology from Bowdoin College and his M.B.A. at night from Boston University School of Business. Mr. Kiritsy is a seasoned entrepreneur, possessing 30 years of unique business and technical experience, and a track record of building successful fully integrated biopharma businesses.
Skills & Qualifications: We believe Mr. Kiritsy is qualified to serve on our Board based on his considerable experience in the pharmaceutical industry and his expertise in finance and corporate development.

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CLASS II DIRECTORS — TERMS EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

ELAINE J. HERON, PH.D.
Age: 78 Director Since: 2024	Committee Memberships: Audit; Nominating and Corporate Governance (Chair)	Other Public Directorships: Vaxart, Inc.
Elaine J. Heron, Ph.D. has served as a member of our Board since December 2024. From February 2009 to October 2015, Dr. Heron served as Chair and CEO of Amplyx Pharmaceuticals, Inc., a private drug development company acquired by Pfizer, Inc. in April 2021. Dr. Heron currently serves on the boards of Vaxart, Inc., a public clinical-stage biotechnology company, Visgenx, Inc., a private early-stage therapeutics company, Watershed Medical, Inc., a private clinical-stage therapeutics company, Enumera Molecular, Inc., a private research stage diagnostic company and BlueWhale Bio, Inc., a private biotechnology company. Dr. Heron is also an advisor to Kyto Technology and Life Science, Inc. Dr. Heron served on the board of directors of Legacy Palvella from 2018 to 2022 and on the board of directors of BioMarin Pharmaceutical Inc., a public biotechnology company, from July 2002 to May 2025. From July 2001 to October 2008, Dr. Heron was Chair and CEO of Labcyte Inc., a private biotechnology company. Before joining Labcyte Inc., Dr. Heron spent six years in positions of increasing responsibility at the Applied Biosystems Group of Applera Corporation, a biotechnology company, including the position of General Manager and Vice President of Sales and Marketing. Dr. Heron earned a B.S. in chemistry with highest distinction and a Ph.D. in analytical biochemistry from Purdue University and an M.B.A. from Pepperdine University.
Skills & Qualifications: We believe Dr. Heron is qualified to serve on our Board because of her extensive experience in life science sales and marketing, finance and accounting, corporate governance matters and research and development.

TADD S. WESSEL
Age: 50 Director Since: 2024	Committee Memberships: Compensation; Nominating and Corporate Governance	Other Public Directorships: None
Tadd S. Wessel has served as a member of our Board since December 2024. Mr. Wessel also served as a member of Legacy Palvella’s board of directors from January 2023 until December 2024. Mr. Wessel is the founder and Managing Partner of Petrichor, a private investment firm focused on the healthcare sector, a role he has held since January 2017. He is also a founder and Managing Partner of Scion Life Sciences, an affiliate of Petrichor, a position he has held since September 2020. Mr. Wessel has more than 25 years of experience, primarily focused on investing and building companies in the life sciences sectors. Previously, he was a Partner at OrbiMed Advisors LLC (“OrbiMed”) where he led the build-out of the structured investment business. Prior to OrbiMed, Mr. Wessel was a Vice President at Fortress Investment Group focused on healthcare investments. Mr. Wessel began his career in the life sciences investment banking groups at Citigroup and Robertson Stephens. Mr. Wessel has served on more than 30 boards most recently including Aurion Biotech and ITM Isotope Technologies Munich SE. He also serves on the Advisory Board of the AIM at Melanoma Foundation, whose mission is dedicated to finding more effective treatments and, ultimately, the cure for melanoma, and on the Board of the International Centers for Precision Oncology (ICPO) whose mission is to scale access of molecularly targeted precision oncology diagnostics and therapeutics for the benefit of cancer patients globally. Mr. Wessel holds an AB in biology from Princeton University.
Skills & Qualifications: We believe Mr. Wessel is qualified to serve on our Board because of his extensive experience in the healthcare and finance industries.

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CORPORATE GOVERNANCE AND RISK
MANAGEMENT

We are committed to good corporate governance and integrity in our business dealings. We believe that strong corporate governance practices that provide meaningful rights to our stockholders and ensure Board and management accountability are key to our relationship with our stockholders. We strive to have regular, constructive conversations with our stockholders to better understand our stockholders’ priorities and perspectives.

Our governance practices are documented in our Articles of Incorporation, our Bylaws, our Code of Conduct, our Corporate Governance Guidelines and the charters of the committees of our Board, or the Committees. Aspects of our governance documents are summarized below. You can find our charters for each Committee and our Code of Conduct on our website at http://palvellatx.com under “Investors — Corporate Governance — Governance Documents.”

BOARD INDEPENDENCE

Our Board has determined that, with the exception of Mr. Kaupinen, each of our directors is an “independent director,” as defined under the rules of Nasdaq. In making such determination, the Board considered the relationships that each such non-employee director has with the Company and all other facts and circumstances that the Board deemed relevant in determining their independence, including the beneficial ownership of our common stock by each non-employee director.

BOARD LEADERSHIP STRUCTURE

Currently, our leadership structure separates the offices of Chief Executive Officer (“CEO”) and Chair of the Board with Mr. Kaupinen serving as our CEO and Mr. Jenkins serving as Chair of the Board. Separating these positions allows the CEO to focus on day-to-day business, while allowing the Chair of the Board to lead the Board in its fundamental role of providing advice to, and independent oversight of, management. The Board recognizes the time, effort and energy that the CEO must devote to his position in the current business environment, as well as the commitment required to serve as Chair of the Board, particularly as the Board’s oversight responsibilities continue to grow. The Board believes it is important to retain its flexibility to allocate the responsibilities of the officers of Chair of the Board and CEO in any way that is in the best interest of the Company at a given point in time. Our Board believes that the separation of the positions of CEO and Chair of the Board reinforces the independence of the Board from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of our Board as a whole. Although our Bylaws do not require the Chair of the Board and CEO positions to be separate, the Board believes that having separate positions is the appropriate leadership structure for the Company currently. The Nominating and Corporate Governance Committee periodically evaluates our Board leadership structure and whether its leadership structure is appropriate to effectively address the specific needs of our business and the long-term interests of our stockholders.

BOARD COMMITTEES

Our Board has established various Committees to assist in discharging its duties: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each member of our Committees is an independent director as that term is defined by the SEC and Nasdaq. The primary responsibilities of each of the Committees and the Committee memberships are provided below under the section entitled “Board Attendance, Committee Meetings and Committee Membership.”

Each of the Committees has the authority, as its members deem appropriate, to engage legal counsel or other experts or consultants in order to assist the Committee in carrying out its responsibilities.

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MANAGEMENT (continued)

RISK MANAGEMENT

Risk assessment and oversight are an integral part of our governance and management processes. Our Board encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings, and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the Board at regular Board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.

Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address the risks inherent in their respective areas of oversight. While our Board is responsible for monitoring our overall strategic risk exposure, each committee has been delegated responsibility for the oversight of specific risks that fall within its areas of responsibilities. For example:

•

Our Audit Committee oversees management of financial reporting, related party transactions, compliance, cybersecurity and litigation risks, as well as the steps management has taken to monitor and control such exposures.

•

Our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation policies, plans and arrangements, employment agreements, stock ownership and the extent to which those policies or practices increase or decrease risks for us.

•

Our Nominating and Corporate Governance Committee manages risks associated with the recruitment of directors, independence of our Board, corporate governance guidelines, including potential conflicts of interest, and the effectiveness of our Board.

EVALUATING BOARD EFFECTIVENESS

Our Board, led by the Nominating and Corporate Governance Committee, is committed to continuous improvement and believes annual self-evaluations are an important tool for evaluating effectiveness. The Nominating and Corporate Governance Committee has established an annual self-evaluation process for our Board for discussion. In addition, each committee conducts an annual self-assessment in a review process similar to that used by our Board.

CODE OF CONDUCT

We have a written Code of Conduct that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Conduct covers fundamental ethical and compliance-related principles and practices such as compliance with legal and regulatory requirements, responding to litigation and investigation inquiries, the protection and use of our intellectual property, conflicts of interest, bribery and kickbacks, related party transactions, fiduciary duties and employment-related rules or regulations. The Code of Conduct and any amendments thereto, or any waivers of its requirements, are disclosed on our website at http://palvellatx.com under “Investors — Corporate Governance — Governance Documents.”

INSIDER TRADING POLICY

We have adopted an Insider Trading Policy governing the purchase, sale, and other dispositions of our securities by directors, officers, and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards. Our insider trading policy states, among other things, that our directors, officers, and employees are prohibited from trading in such securities while in possession of material, nonpublic information. In addition, with regard to trading in our own securities, it is our policy to comply with the federal securities laws and the applicable exchange listing requirements. The foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our Insider Trading Policy filed as an exhibit to our 2025 Annual Report.

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MANAGEMENT (continued)

DIRECTOR ORIENTATION AND CONTINUING EDUCATION

Our director orientation programs familiarize new directors with the Company’s businesses, financial position, facilities, strategies, and policies, and assist new directors in developing the skills and knowledge required for their service on the Board. From time to time, management advises, or invites outside experts to attend Board meetings to advise, our Board on its responsibilities, management’s responsibilities, developments relevant to corporate governance and best corporate practices. Additionally, Board members may attend, and are encouraged to attend, accredited director education programs at our expense.

CORPORATE GOVERNANCE GUIDELINES

We have a written set of corporate governance guidelines that are designed to help ensure effective corporate governance of our Company. Our corporate governance guidelines cover topics including, but not limited to, participation in Board meetings, the size and composition of our Board, Board membership criteria, director qualifications and duties, Board committees, director compensation, directors’ outside commitments, continuing education, succession planning and director communications with third parties. Our goal is to achieve a Board that provides effective oversight of us through the appropriate balance of diversity of perspectives, experience, expertise and skills. Our corporate governance guidelines are reviewed periodically by the Nominating and Corporate Governance Committee, which recommends any proposed changes to our Board for approval.

BOARD ATTENDANCE, COMMITTEE MEETINGS AND COMMITTEE MEMBERSHIP

DIRECTOR NAME

INDEPENDENCE

BOARD

COMMITTEE
MEMBERSHIPS

NCGC

Wesley H. Kaupinen

George M. Jenkins

Yes

Todd C. Davis

Yes

Elaine J. Heron, Ph.D.

Yes

Christopher Kiritsy

Yes

Tadd S. Wessel

Yes

John Doux, M.D.

Yes

	AC = Audit Committee			CC = Compensation Committee			C = Chair
	NCGC = Nominating and Corporate Governance Committee						M = Member

In 2025, our Board held four meetings, our Compensation Committee held one meeting, our Audit Committee held six meetings and our Nominating and Corporate Governance Committee held one meeting. Each director attended at least 75% of the meetings of the Board and the committees on which they served in 2025.

Annual Meeting Attendance

Although we do not have a formal policy regarding Board members’ attendance at our annual meetings of stockholders, directors are encouraged to attend such meetings. All of our then serving directors attended the 2025 Annual Meeting of Stockholders.

Audit Committee

The current members of our audit committee are George M. Jenkins, Elaine J. Heron, Ph.D., and Christopher Kiritsy, each of whom qualifies as an independent director for audit committee purposes, as defined under the rules of the SEC and the applicable Nasdaq listing rules and has sufficient knowledge in financial and auditing matters to serve on our audit committee. Mr. Jenkins is the Chair the audit committee. Each of Mr. Jenkins and Mr. Kiritsy are

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MANAGEMENT (continued)

an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act. This designation does not impose any duties, obligations or liabilities that are greater than those generally imposed on members of our audit committee and the Board.

Our audit committee is directly responsible for, among other things:

•

selecting a firm to serve as the independent registered public accounting firm to audit the combined company’s consolidated financial statements and overseeing the retention, compensation, evaluation and, when appropriate, termination of such independent registered public accounting firm;

•

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

•

ensuring the independence of our independent registered public accounting firm;

•

discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, our interim and year-end operating results and related disclosures as well as critical accounting policies and practices used by us;

•

monitoring and reviewing legal, regulatory, and administrative compliance to the extent affecting our financial results;

•

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

•

considering the adequacy of our internal controls and internal audit function;

•

determining and reviewing risk assessment guidelines and policies, including cybersecurity risks, financial risk exposure, and internal controls regarding information security;

•

preparing and approving the audit committee report required to be included in our annual proxy statement;

•

reviewing material related party transactions or those that require disclosure; and

•

reviewing quarterly and year-end earnings releases.

Our Audit Committee operates under a written charter that satisfies the applicable listing standards of the Nasdaq, which can be found on our website at http://palvellatx.com under “Investors — Corporate Governance — Governance Documents.”

Compensation Committee

The members of our compensation committee are Todd C. Davis, Tadd S. Wessel and George M. Jenkins, each of whom qualifies as an independent director, as defined under applicable Nasdaq listing rules and also meets the additional, heightened independence criteria applicable to members of the compensation committee. Mr. Davis is the Chair of the compensation committee.

Our compensation committee is responsible for, among other things:

•

reviewing and making recommendations to the Board as to our general compensation philosophy and overseeing the development and implementation of an executive compensation program and policies related to such program;

•

annually reviewing and recommending to the Board the corporate performance goals and objectives relevant to the compensation of our Chief Executive Officer, and annually reviewing the performance of our Chief Executive Officer and recommending to the Board the compensation level for our Chief Executive Officer;

•

annually reviewing and recommending to the Board the corporate performance goals and objectives relevant to the compensation of our other executive officers, and annually reviewing the performance of our other executive officers and recommending to the Board the compensation level for our other executive officers;

•

reviewing and recommending to the Board the compensation of our directors;

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CORPORATE GOVERNANCE AND RISK
MANAGEMENT (continued)

•

overseeing the administration of our stock and equity incentive plans;

•

reviewing and approving, or making recommendations to the Board with respect to, incentive compensation and equity plans;

•

reviewing and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters; and

•

evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq rules.

Our Compensation Committee operates under a written charter that satisfies the applicable listing standards of the Nasdaq, which can be found on our website at http://palvellatx.com under “Investors — Corporate Governance — Governance Documents.”

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee are Todd C. Davis, Christopher Kiritsy, Tadd S. Wessel and Elaine J. Heron, Ph.D., each of whom qualifies as an independent director, as defined under applicable Nasdaq listing rules. Dr. Heron is the Chair the nominating and corporate governance committee.

Our nominating and corporate governance committee is responsible for, among other things:

•

developing criteria for the selection of new directors and committee membership, including policies regarding the desired knowledge, experience, skills, independence, diversity, and other characteristics of board and committee members;

•

identifying, reviewing and evaluating candidates for membership on the Board, including candidates submitted by our stockholders, and making recommendations to the Board regarding nominees to fill vacancies or new positions on the Board and the slate of nominees to stand for election by our stockholders at each annual meeting of stockholders;

•

considering proposals submitted by our stockholders and establishing any policies, requirements, criteria and procedures to facilitate stockholder communications with the Board;

•

annually reviewing and recommending to the Board determinations with respect to the independence of continuing and prospective directors within the meaning prescribed by the SEC and Nasdaq;

•

annually reviewing and recommending to the Board (i) the assignment of directors to serve on each of the Board committees, (ii) the chair of each committee and (iii) the chair of the Board or lead independent director, as appropriate, and recommending additional committee members to fill vacancies or as otherwise needed;

•

reviewing all resignations tended by directors and recommending to the Board the action, if any, to be taken with respect to such resignation;

•

developing, recommending and overseeing the implementation of our corporate governance guidelines and a code of business conduct and ethics;

•

overseeing compliance with and reviewing proposed waivers of the corporate governance guidelines or the code of business conduct and ethics for directors, executive officers and other senior financial officers, and reporting on such compliance to the Board;

•

overseeing the process of evaluating the performance of the Board and our committees; and

•

assisting the Board on corporate governance matters.

Our Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable listing standards of the Nasdaq, which can be found on our website at http://palvellatx.com under “Investors — Corporate Governance — Governance Documents.”

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CORPORATE GOVERNANCE AND RISK
MANAGEMENT (continued)

COMPENSATION CONSULTANT

Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), formerly known as Radford, serves as our executive compensation consultant. Aon reports directly to the Compensation Committee and provides various executive compensation services to the Compensation Committee, including advising the Compensation Committee on the principal aspects of our executive compensation program and evolving industry practices and providing market information and analysis regarding the competitiveness of our program design and our award values in relation to performance. Aon does not provide services to us other than its advice to the Compensation Committee on executive and director compensation matters and certain consulting services related to the preparation of our pay versus performance disclosures. The Compensation Committee has determined that there are no conflicts of interest with respect to the engagement of Aon by the Committee, and that Aon is independent.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the fiscal year ended December 31, 2025 and as of the date of this Proxy Statement, none of the members of our Compensation Committee was or is, one of our executive officers or employees and none of our executive officers has served or serves on the board of directors or compensation committee of any entity that employed or employs any member of our Compensation Committee or Board.

FAMILY RELATIONSHIPS

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

STOCKHOLDER ENGAGEMENT

Connect

Engaging with investors is fundamental to our commitment to good corporate governance and essential to maintaining strong corporate governance practices. Throughout the year, we seek opportunities to connect with our investors to gain and share valuable insights into current and emerging global governance trends.

Collaborate

We strive for a collaborative approach to stockholder engagement and value the variety of investors’ perspectives received, which helps deepen our understanding of their interests and motivations.

Communicate

Our goal is to communicate with our stockholders through various platforms, including via our website (www.palvellatx.com), LinkedIn (https://www.linkedin.com/company/palvella-therapeutics/), Twitter’s “X” (https://x.com/PalvellaTX), in print and in person at investor presentations or stockholder meetings. We view

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CORPORATE GOVERNANCE AND RISK
MANAGEMENT (continued)

communication between our stockholders and the Board as a dialogue. You may also contact us by any of the following:

	BY E-MAIL				BY MAIL				BY TELEPHONE
	General Inquiries: info@palvellatx.com Investors: Wesley H. Kaupinen Founder and CEO wes.kaupinen@palvellatx.com Media: Marcy Nanus Managing Partner, Trilon Advisors LLC mnanus@trilonadvisors.com				Attention: Secretary Palvella Therapeutics, Inc. 353 W. Lancaster Ave, Suite 200 Wayne, PA 19087				(484) 253-1461

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DIRECTOR COMPENSATION

We have designed and implemented our compensation program for our non-employee directors to attract, motivate and retain individuals who are committed to our values and goals and who have the expertise and experience that we need to achieve those goals.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Our 2025 non-employee director compensation policy is set forth in the table below:

	COMPENSATION ELEMENTS: NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
	CASH RETAINERS:
	ANNUAL BOARD MEMBER RETAINERS
	Member			$40,000
	Chair (in addition to Member retainer)			$30,000
	ANNUAL COMMITTEE CHAIR RETAINERS
	Audit			$15,000
	Compensation			$10,000
	Nominating and Corporate Governance			$8,000
	ANNUAL COMMITTEE MEMBER RETAINERS
	Audit			$7,500
	Compensation			$5,000
	Nominating and Corporate Governance			$4,000
	EQUITY AWARDS:
	Initial Equity Grant			Option to purchase 24,700 shares of our common stock, vesting in 36 equal monthly installments, subject to the continued service of the grantee through the applicable vesting dates. Starting on April 13, 2026, the Board has determined to decrease the Initial Equity Grant to consist of an option to purchase 6,000 shares of our common stock.
	Annual Equity Grant			Option to purchase 12,350 shares of our common stock vesting upon the earlier of the first anniversary of the date of grant or the date of the following annual meeting of stockholders after the grant date. Starting on April 13, 2026, the Board has determined to decrease the Annual Equity Grant to consist of an option to purchase 3,000 shares of our common stock.

DIRECTOR COMPENSATION TABLE

The following table below sets forth information for the fiscal year ended December 31, 2025 regarding the compensation of our non-employee directors. Mr. Kaupinen, our current President and Chief Executive Officer, is not in the table below because he received no separate compensation for his service as a director of our Company, and all of the compensation earned by Mr. Kaupinen during our 2025 fiscal year as an executive officer of our Company is reflected in the Summary Compensation Table disclosed under the heading “Executive Compensation” below. On April 13, 2026, our board approved an increase in the size of our board from six directors to seven directors, and appointed John Doux, M.D. to serve as a director of our board. Accordingly, Dr. Doux did not receive any compensation during the 2025 fiscal year.

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DIRECTOR COMPENSATION (continued)

DIRECTOR NAME	FEES EARNED OR PAID IN CASH ($)		OPTION AWARDS ($)(1)(2)		TOTAL ($)
George M. Jenkins		87,500		215,755		303,255
Todd C. Davis		54,000		215,755		269,755
Christopher Kiritsy		51,500		215,755		267,255
Tadd S. Wessel		49,000		215,755		264,755
Elaine J. Heron, Ph.D.		55,500		215,755		271,255

(1)

Represents the aggregate grant date fair value of option awards made to each listed director in 2025 as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Stock Compensation” (“ASC 718”). These amounts do not represent the actual amounts paid to or realized by the directors during 2025. See Note 2 and Note 10 to the consolidated financial statements included in our 2025 Annual Report regarding assumptions we made in determining the fair value of option awards.

(2)

As of December 31, 2025, Dr. Heron and Messrs. Jenkins, Davis, Kiritsy and Wessel held options to purchase 41,692, 55,475, 53,154, 40,300 and 37,050 shares of our common stock, respectively.

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INDEPENDENT REGISTERED ACCOUNTING FIRM

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES

The Audit Committee works with our management in order to negotiate appropriate fees with EY and is responsible for approving those fees. The following is a summary and description of fees for services provided by EY in 2025 and 2024.

SERVICE	2025			2024
Audit Fees		$	643,000		$	1,314,648
Audit-Related Fees		$	—		$	—
Tax Fees		$	—		$	22,000
All Other Fees		$	—		$	—
Total		$	643,000		$	1,336,648

“Audit fees” represents the aggregate fees for professional services rendered for the audit of our financial statements and the review of our quarterly financial statements on Form 10-Q that are customary under the standards of the Public Company Accounting Oversight Board (United States). Also included are fees for review of our registration statements and related issuances of consents, as well as related services that are normally provided in connection with statutory and regulatory filings and engagements.

“Tax fees” consists of fees related to federal and state tax advice, acquisition tax planning, assistance with international tax compliance and international tax consulting.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee is responsible for appointing, retaining, setting compensation for, and evaluating and overseeing the work of the independent registered public accounting firm. The Audit Committee’s charter establishes a policy that all audit, permitted non-audit and tax services provided by the independent registered public accounting firm will be pre-approved by the Audit Committee.

All such audit, permitted non-audit and tax services were pre-approved in accordance with this policy during the fiscal year ended December 31, 2025. These services may include audit services, audit-related services, tax services and other services. The Audit Committee considers whether the provision of each non-audit service is compatible with maintaining the independence of our independent registered public accounting firm. The responsibility to pre-approve audit and non-audit services may be delegated by the Audit Committee to one or more members of the Audit Committee; provided that any decisions made by such member or members must be presented to the full Audit Committee at its next scheduled meeting.

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AUDIT COMMITTEE REPORT

The audit committee is appointed by the board of directors to assist the board of directors in fulfilling its oversight responsibilities with respect to (1) the integrity of the Company’s financial statements and financial reporting process and systems of internal controls regarding finance, accounting, and compliance with legal and regulatory requirements, (2) the qualifications, independence, and performance of the Company’s independent registered public accounting firm, (3) the performance of the Company’s internal audit function, if any, and (4) other matters as set forth in the charter of the audit committee approved by the board of directors.

Management is responsible for the preparation of the Company’s financial statements and the financial reporting process, including its system of internal control over financial reporting and its disclosure controls and procedures. The independent registered public accounting firm is responsible for performing an audit of the Company’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board, or the PCAOB, and issuing a report thereon. The audit committee’s responsibility is to monitor and oversee these processes.

In connection with these responsibilities, the audit committee reviewed and discussed with management and the independent registered public accounting firm the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025. The audit committee also discussed with the independent registered public accounting firm the matters required to be discussed by the PCAOB’s Auditing Standard No. 1301, Communication with Audit Committees. In addition, the audit committee received written communications from the independent registered public accounting firm confirming their independence as required by the applicable requirements of the PCAOB and has discussed with the independent registered public accounting firm their independence.

Based on the reviews and discussions referred to above, the audit committee recommended to the board of directors that the audited consolidated financial statements of the Company be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, that was filed with the SEC. The information contained in this report shall not be deemed to be (1) “soliciting material,” (2) “filed” with the SEC, (3) subject to Regulations 14A or 14C of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or (4) subject to the liabilities of Section 18 of the Exchange Act. This report shall not be deemed incorporated by reference into any of our other filings under the Exchange Act or the Securities Act of 1933, as amended, or the Securities Act, except to the extent that we specifically incorporate it by reference into such filing.

THE AUDIT COMMITTEE OF THE
BOARD OF DIRECTORS OF
PALVELLA THERAPEUTICS, INC.

George M. Jenkins, Chair
Elaine J. Heron, Ph.D.
Christopher Kiritsy

April 30, 2026

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EXECUTIVE OFFICERS

The following table sets forth the name, age and position of each of our executive officers as of the date of this Proxy Statement:

NAME	POSITION	AGE
Wesley H. Kaupinen	President, Chief Executive Officer and Director		48
Matthew E. Korenberg	Chief Financial Officer, Treasurer and Secretary		51
Kathleen Goin	Chief Operating Officer		56
Jeffrey Martini, Ph.D.	Chief Scientific Officer		48
Ashley Kline	Chief Commercial Officer		45

Wesley H. Kaupinen — For biographical information for Mr. Kaupinen, see “Board of Directors — Continuing Directors.”

Matthew E. Korenberg has served as our Chief Financial Officer since December 2024. Mr. Korenberg was the Chief Financial Officer of Legacy Palvella from October 2024 to December 2024. Prior to joining the Company, Mr. Korenberg served as President and Chief Operating Officer of Ligand Pharmaceuticals Incorporated (“Ligand”) from November 2022 to October 2024 and as Chief Financial Officer from August 2015 to October 2022. Before his tenure at Ligand, Mr. Korenberg was the founder, Chief Executive Officer, and a director of NeuroCircuit Therapeutics, a company focused on developing drugs to treat genetic disorders of the brain with an initial focus on Down syndrome. Earlier in his career, Mr. Korenberg was a Managing Director and member of the healthcare investment banking team at Goldman Sachs from July 1999 through August 2013, where he advised and financed companies in the biotechnology and pharmaceutical sectors across New York, London, and San Francisco. Prior to Goldman Sachs, Mr. Korenberg was a healthcare investment banker at Dillon, Read & Co. Inc., working with healthcare and industrial companies. Mr. Korenberg has served as a member of the board of directors and chair of the audit committee of Lifecore Biomedical, Inc., a publicly traded company in the contract development and manufacturing business, since August 2024. Mr. Korenberg holds a B.B.A. in Finance and Accounting from the University of Michigan.

Kathleen Goin has served as our Chief Operating Officer since December 2024. Ms. Goin served as the Chief Operating Officer of Legacy Palvella from March 2023 to December 2024, following her tenure as Vice President, Development Operations of Legacy Palvella from October 2019 to March 2023. From February 2017 to October 2019, Ms. Goin served as Vice President of Clinical Operations at Clinical Works, a myClin company, a specialty consulting firm focused on helping companies start their clinical programs and execute trials. Prior to that, Ms. Goin served as Vice President, Clinical Operations of Trevena, Inc., a publicly held biotechnology company, from November 2013 to February 2017. Ms. Goin holds a Master of Science in Occupational Therapy from Misericordia University and a B.S. in Political Science from Rosemont College.

Jeffrey Martini, Ph.D., has served as our Chief Scientific Officer since December 2024. Dr. Martini was previously the Chief Scientific Officer of Legacy Palvella from October 2024 to December 2024, and the Senior Vice President, Research and Development and Scientific Affairs from August 2020 to October 2024. Prior to joining the Company, Dr. Martini served in various capacities, including as Executive Director, Business Development and Corporate Strategy and as Executive Director, Program Management, at Marinus Pharmaceuticals, Inc. from July 2018 to August 2020. He also served as Senior Director, Project Champion at Teva Pharmaceuticals Industries Limited from July 2013 to July 2018. Dr. Martini holds a Ph.D. in Molecular Pharmacology and Structural Biology from Jefferson University and a B.S. in Life Sciences from Pennsylvania State University.

Ashley Kline has served as our Chief Commercial Officer since May 2025. Ms. Kline previously served in various capacities at Tarsier Pharma, an ophthalmic biopharmaceutical company, including as Chief Commercial Officer from January 2025 to May 2025 where she was responsible for leading commercial and launch planning for product candidates in late-stage clinical development. She also served as a freelance consultant for biopharmaceutical and pharmaceutical companies from June 2023 to May 2025 where she partnered with pre-commercial biotechnology companies and investors to evaluate and optimize market potential for pipeline programs. Prior to this, Ms. Kline worked in a variety of roles at Dompé Pharmaceuticals, a biopharmaceutical company, including as Global Biotech

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EXECUTIVE OFFICERS (continued)

Head from September 2020 to June 2023 and U.S. General Manager from August 2018 to June 2023 where she was responsible for building and leading U.S. and global commercial organizations and overseeing the commercialization of Dompé’s rare disease product. She also served as Senior Director, Commercial Strategy and Development, of Santen Pharmaceutical Co., Ltd., from March 2016 to July 2018, and Director, Corporate Strategy & Commercial Planning, at Adverum Biotechnologies from November 2014 to December 2015. Ms. Kline holds an M.B.A. from the Kellogg School of Management at Northwestern University with majors in Finance, Decision Science and Analytical Consulting, and a B.A., with distinction, from the University of North Carolina at Chapel Hill.

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EXECUTIVE COMPENSATION

This section discusses the material components of the executive compensation program for our named executive officers, or NEOs. In 2025, our NEOs were Wesley H. Kaupinen, our President and Chief Executive Officer, Kathleen Goin, our Chief Operating Officer, and Matthew E. Korenberg, our Chief Financial Officer.

We qualify as a “smaller reporting company” under the rules promulgated by the SEC, and we have elected to comply with the disclosure requirements applicable to smaller reporting companies. Accordingly, this executive compensation summary is not intended to meet the “Compensation Discussion and Analysis” disclosure required of larger reporting companies.

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the compensation of our named executive officers during the fiscal year ended December 31, 2025:

NAME AND PRINCIPAL POSITION	YEAR		SALARY ($)		BONUS ($)(1)		OPTION AWARDS ($)(2)		NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3)		ALL OTHER COMPENSATION ($)(4)		TOTAL ($)
Wesley H. Kaupinen President and Chief Executive Officer		2025		575,000		—		2,469,886		359,375		643		3,404,904
Wesley H. Kaupinen President and Chief Executive Officer		2024		384,923		515,500		4,534,999		—		643		5,436,064
Kathleen Goin Chief Operating Officer

SEC Form DEF 14A filed by Palvella Therapeutics Inc.