SEC Form DEF 14A filed by Vera Therapeutics Inc.

SCHEDULE 14A INFORMATION

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

(Amendment No.)

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

VERA THERAPEUTICS, INC.

Dear Stockholder:

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

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

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

By Order of the Board of Directors

 

Marshall Fordyce, M.D.

President and Chief Executive Officer

Brisbane, California

April 9, 2026

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The procedures for voting are fairly simple:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Scott Morrison

James Meyers

Michael Morrissey, Ph.D.

Beth Seidenberg M.D.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

THE BOARD RECOMMENDS

A VOTE IN FAVOR OF PROPOSAL 2.

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

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

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

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

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

THE BOARD RECOMMENDS

A VOTE IN FAVOR OF PROPOSAL 3.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of certain changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of such reports filed on the SEC’s EDGAR system and written representations that no other reports were required, during the fiscal year ended December 31, 2025, all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with.

Our named executive officers for the year ended December 31, 2025 were:

Our executive compensation practices are designed to attract and retain experienced leaders, motivate achievement of our clinical and operational priorities, and align pay with the creation of long-term stockholder value. For 2025, our pay program consisted of base salary, performance-based annual cash incentives tied to pre-established annual corporate objectives, and long-term equity incentives delivered through stock options and restricted stock units, each subject to multi-year vesting to support retention and alignment. In 2025, we made substantial progress across our clinical and commercial priorities, which informed and contextualized our compensation outcomes for the year. Our key 2025 business highlights included:

The following table summarizes our executive compensation practices to highlight both the responsible practices we have implemented and the practices we have avoided to best serve our stockholders’ long-term interests.

We are asking our stockholders to vote, at this 2026 annual meeting of stockholders, in a non-binding, advisory vote to approve the compensation of our named executive officers (the “Say-on-Pay Vote”). Our Compensation Committee will consider the result of the annual Say-on-Pay Vote in determining the ongoing design and administration of our executive compensation program. At our 2025 annual meeting, our stockholders voted in a non-binding advisory vote in favor of holding an annual Say-On-Pay Vote. In addition, approximately 97% of the votes cast in the Say-on-Pay Vote were in favor of the Say-on-Pay Vote. We view this level of stockholder support as affirmation of our current executive compensation programs and policies and our pay for performance philosophy. Consistent with the stated preference of a majority of our stockholders, our next Say-on-Pay Vote (following the vote at this 2026 Annual Meeting of Stockholders) will be held at our 2027 Annual Meeting of Stockholders.

Our Compensation Committee reviews compensation annually for all employees, including our named executive officers. In making compensation determinations, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, and our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders and to have a long-term commitment to our Company. Our Compensation Committee has historically determined the individual compensation of each of our named executive officers, consulting with the Board from time to time in connection with the Chief Executive Officer’s compensation and taking into account the Chief Executive Officer’s recommendations in connection with the compensation of our other named executive officers. Pursuant to its charter, the Compensation Committee may approve all executive compensation unilaterally, or may choose to recommend compensation matters to the full Board for approval. From time to time, the Compensation Committee has submitted executive compensation determinations to the full Board for approval. The operation of our Compensation Committee is described in more detail above in the section titled, “Information Regarding the Board of Directors and Corporate Governance—Compensation Committee—Compensation Committee Processes and Procedures.”

The Compensation Committee has authority to retain compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. The Compensation Committee has retained Alpine Rewards as its compensation consultant. Alpine Rewards developed a group of peer companies to use as a reference in making executive compensation decisions, evaluating current executive pay practices and considering different compensation programs to aid making executive pay decisions for

2025. Alpine Rewards also conducted market research and analysis to assist the Compensation Committee in developing executive compensation levels, including appropriate salaries, target bonus amounts and equity awards for our executives, including the named executive officers. Alpine Rewards also provided recommendations regarding the design of our long-term incentive compensation program, conducted a review of our director compensation policies and practices, and completed an annual risk assessment.

As described above, during 2025, the Compensation Committee engaged Alpine as its compensation consultant. As part of its engagement, the Compensation Committee requested that Alpine develop a comparative group of companies and to perform analyses of competitive performance and compensation levels for purposes of developing recommendations that were presented to the Compensation Committee for its consideration. In developing our peer group for 2025, the criteria used to identify the peer companies were business focus (i.e., companies with a similar business focus and financial profile), market capitalization between $600 million and $6 billion, headcount, and location. The 18 companies selected for our peer group for 2025 are listed below.

The overall objectives of our executive compensation program are based on the following key principles:

The three principal components of our executive compensation program for our named executive officers in 2025 were base salary, annual cash incentive compensation, and equity compensation. The following chart summarizes the three main elements of compensation, their objectives and key features.

We focus on providing a competitive compensation package to our executive officers which provides significant short and long-term incentives for the achievement of measurable corporate objectives. We believe that this approach provides an appropriate blend of short-term and long-term incentives. We do not have any formal policies for allocating compensation among these components. Instead, our Compensation Committee uses its judgment to establish a total compensation program for each named executive officer that is a mix of current, short-term, and long-term incentive compensation, and cash and non-cash compensation, that it believes appropriate to achieve the goals of our executive compensation program and our corporate objectives.

Base salaries for our named executive officers are initially established through arm’s-length negotiations at the time of the named executive officer’s hiring, considering such named executive officer’s qualifications, experience, the scope of his or her responsibilities and competitive market compensation paid by other companies for similar positions within the industry and geography. Base salaries are reviewed periodically, typically in connection with our annual performance review process, and adjusted from time to time to realign salaries with market levels after considering individual responsibilities, performance and experience. In making decisions regarding salary increases, we may also draw upon the experience of our Board members with executives at other companies. The 2025 annual base salaries for our named executive officers are set forth in the table below.

Base salary of the named executives increased in line with market-based changes to align with the peer practices and to position the cash compensation more competitively within the peer range. Individual and Company performance was also factored into the decisions.

In addition to base salaries, our named executive officers are eligible to receive annual performance-based cash compensation designed to provide appropriate incentives to our executive officers to achieve pre-established annual corporate objectives and key results and to reward them for individual achievement towards these objectives and key results. The annual performance-based cash compensation each named executive officer is eligible to receive is generally based on the extent to which we achieve our corporate objectives and key results established by our Board each year. At the end of the year, our Compensation Committee reviews our performance against our corporate objectives and key results and approves, or recommends to our full Board that it approve, cash payouts based on achievement of our corporate objectives and key results, subject, in each case, to the named executive officer’s continued employment with us through the payment date of such amount.

The Compensation Committee has generally considered each named executive officer’s individual contributions towards reaching our annual corporate objectives and key results but does not typically establish specific individual goals for our named executive officers. There is no minimum payout percentage or amount established for our named executive officers and, thus, the payment amounts vary from year to year based on corporate and individual performance, in each case pursuant to the terms of our named executive officer’s offer letter described below. For 2025, the target performance bonuses for our named executive officers were:

For 2025, annual cash incentives were based on the achievement of various clinical and operational metrics related to advancing atacicept towards US approval in IgAN (60% weighting), preparing for successful US launch of atacicept in IgAN (20% weighting), and advancing lifecycle management and broader portfolio (20% weighting). The Compensation Committee reviewed the Company’s achievements against our 2025 corporate goals and approved payment of the cash incentives to our named executive officers at 140% of target level based on the Company’s level of achievement of such metrics.

As a result, our named executive officers were awarded the following cash incentive payments for 2025:

We use equity awards to motivate our executive officers, including the named executive officers, to increase the long-term value of our common stock and, thereby, to align the interests of our executive officers with those of our stockholders. These equity awards are intended to further our success by ensuring that sustainable value creation is a key factor in our executive officers’ management of our business.

The size and form of these equity awards are determined by the Compensation Committee in its discretion. As described below, in 2025, we granted equity awards in the form of stock options and RSUs to our executive officers as part of our long-term incentive compensation program. The target vehicle mix for our executive officers for 2025 was approximately 50% options and 50% RSUs, a shift from 65% options and 35% RSUs prior to 2025, reflecting peer practices as we transition to a commercial stage company, changes to our stock price and our goal of managing dilution.

The Compensation Committee uses stock options as a key tool in serving to align the interests of our executive officers and our stockholders. Stock options are inherently performance based, and automatically link executive pay to stockholder return, as the value realized, if any, by the executive from an award of stock options, is dependent upon, and directly proportionate to, appreciation in stock price. Executives will only receive value from the stock option awards if the price of the stock increases above the stock price at time of grant, and remains above as the stock options continue to vest. Stock options also do not have downside protection, and the awards will not provide value to the holder when the stock price is below the exercise price.

The Compensation Committee uses RSUs in addition to stock options, as they are complementary to stock options and encourage alignment with stockholders’ interests, while also reinforcing an ownership culture and ensuring adequate retention of our executive team.

In February 2025, the Compensation Committee approved the following equity grants to our named executive officers as part of our annual executive compensation review process. The stock options vest monthly over a period of four years, subject to the recipient’s continued service to us through each vesting date, and the RSUs vest in four equal annual installments on a pre-specified vesting date, subject to the recipient’s continued service to us through each vesting date.

We have entered into offer letters with each of our named executive officers which set forth the initial terms of their employment with us. Each of our named executive officers are entitled to certain severance benefits pursuant to their offer letters, the terms of which are described below under the section titled “Potential Payments Upon Termination or Change in Control.” Each of our named executive officers’ employment is at will.

Each of our named executive officers is eligible for severance benefits upon certain types of involuntary termination events, including involuntary terminations in connection with a change in control of our Company. A more detailed description of each of our named executive officer’s potential payments and benefits upon a termination or change in control is provided below under the section below titled “Potential Payments upon Termination or Change in Control.”

All of our current named executive officers are eligible to participate in our employee benefit plans, including our medical, dental and vision, in each case on the same basis as all of our other employees. We pay the premiums for the medical, disability, accidental death and dismemberment insurance for all of our employees, including our named executive officers.

We maintain a 401(k) plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees are able to defer eligible compensation up to certain limits pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), which are updated annually. We have the ability to make matching and discretionary contributions to the 401(k) plan. In 2025, we made matching contributions or discretionary contributions to the 401(k) plan up to $3,000 per employee per year. We paid a total of $605,903 to employees as part

of matching contributions to the 401(k) plan in the year ended December 31, 2025. The 401(k) plan is intended to be qualified under Section 401(a) of the Code, with the related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan are deductible by us when made, and contributions and earnings on those amounts are not generally taxable to the employees until withdrawn or distributed from the 401(k) plan.

During the fiscal year ended December 31, 2025, our named executive officers did not participate in, or otherwise receive any benefits under, any pension, retirement or non-qualified deferred compensation plan sponsored by us.

We generally do not provide perquisites or personal benefits to our named executive officers.

In November 2023, the Compensation Committee adopted our Incentive Compensation Recoupment Policy, designed to comply with Rule 10D-1 of the Exchange Act and Nasdaq listing standards. The policy provides that, in the event we are required to prepare an accounting restatement, we will be required to recover incentive-based compensation received by any current or former executive officer based wholly or in part upon the attainment of a financial reporting measure that was erroneously awarded during the period of time specified in the policy.

Our insider trading policy prohibits our employees, including our executive officers and directors, from engaging in short sales, hedging of stock ownership positions, and transactions involving derivative securities relating to our common stock; pledging Company securities as collateral for loans; and holding Company securities in margin accounts.

Under Financial Accounting Standard Board (“FASB”) ASC Topic 718 (“ASC 718”), we are required to estimate and record an expense for each award of equity compensation over the vesting period of the award. We record share-based compensation expense on an ongoing basis according to ASC 718.

Under Section 162(m) of the Code, compensation paid to each of our “covered employees” that exceeds $1 million per taxable year is generally non-deductible. Although our Compensation Committee will continue to consider tax implications as one factor in determining executive compensation, our Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for our executive officers, including our named executive officers, in a manner consistent with the goals of our executive compensation program and the best interests of the Company and its stockholders, which may include providing for compensation that is not deductible by us.

The Compensation Committee reviews on an annual basis the risks arising from our compensation policies and practices applicable not just to our named executive officers, but to all our employees, and evaluates the policies and practices that could mitigate any such risk. Based on these reviews, the Compensation Committee does not believe that our compensation policies and practices for our employees create risks that are reasonably likely to have a material adverse effect on the Company.

Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and contained within this Proxy Statement with management and, based on such review and discussions, our Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2025.

Submitted by the members of our Compensation Committee of our Board of Directors:

Patrick Enright, Chairperson

Andrew Cheng

Kimball Hall

This report of our Compensation Committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

The following table presents all of the compensation awarded to or earned by or paid to our named executive officers during the years indicated below.

The following table provides supplemental information relating to grants of plan-based awards made during fiscal 2025 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards occurring during fiscal 2025.

The following table presents the outstanding equity awards held by each named executive officer as of December 31, 2025.