🧾 What This Document Is

This is a PRE 14A, or Preliminary Proxy Statement. Think of it as a "preview" and an invitation. Trevi Therapeutics is sending it to its shareholders ahead of the 2026 Annual Meeting. Its job is to explain what will be voted on, provide background info, and recommend how to vote. It's "preliminary" because it's filed with the SEC for review before the final version is mailed out.

👉 Why it matters: This is your guide to understanding the company's big decisions. As a shareholder, your vote counts on the items listed.

🏢 What The Company Does

In simple terms: Trevi Therapeutics is a clinical-stage biopharmaceutical company. They are focused on developing a new drug called Haduvio for serious conditions that cause chronic itch, like certain neurological disorders. They are not yet selling products; their main work is running clinical trials to prove their drug works and is safe, with the goal of eventually getting it approved by regulators like the FDA.

🚀 The Big Meeting: What's on the Agenda?

The virtual annual meeting is on June 3, 2026, at 11:00 a.m. Eastern Time. Shareholders who owned stock on April 6, 2026 (the "record date") get to vote. Here are the five main proposals:

1. Election of a Director: Voting for Michael Heffernan to continue on the Board of Directors for a 3-year term.
2. Ratify the Auditor: Re-approving Ernst & Young LLP as the company's independent accounting firm for 2026.
3. "Say on Pay": An advisory (non-binding) vote to approve the compensation paid to top executives.
4. New Stock Plan: Approving an updated 2019 Stock Incentive Plan that adds 8 million new shares for employee awards.
5. More Authorized Shares: Amending the company's charter to double the number of shares it's allowed to issue from 200 million to 400 million.

👉 Board's Recommendation: The Board of Directors recommends shareholders vote FOR all five proposals.

👥 Meet the Board & Leadership

The Board is divided into three classes with staggered terms. Here’s the key nominee and some key players:

• Nominee for Director (Class I): Michael Heffernan (Age 61)

  • Why he's on the board: A veteran biopharma entrepreneur with over 30 years of experience. He co-founded and led Collegium Pharmaceutical and is involved with several other biotech companies.
  • Board's view: His experience building and leading development-stage companies makes him highly qualified.

• Other Directors & Executives:

  • Jennifer Good (Age 61) - Co-founder, President & CEO.
  • David Meeker, M.D. (Age 71) - Chairman of the Board, also CEO of Rhythm Pharmaceuticals.
  • Edward Mathers (Age 66) - Partner at venture capital firm NEA.
  • New CFO: David Hastings (Age 64) - Joined in January 2026, previously CFO at Arbutus Biopharma.

💰 Financial Snapshot: Auditors & Fees

• Auditor: Ernst & Young LLP has been the company's auditor.
• 2025 Fees: Trevi paid EY a total of $685,000 in 2025.
  • $625,000 for standard audit work.
  • $60,000 for other audit-related services (like Sarbanes-Oxley readiness).

📦 Proposal Deep Dive: The Stock Incentive Plan

This is a major proposal to update how the company rewards employees with stock.

• What's Changing: They want to add 8,000,000 new shares to the pool available for grants.
• Why They Need It: The company says the current pool is running low. They use stock options and awards to attract, retain, and motivate talent in a competitive market.
• Key Governance Features in the New Plan:
  • No "Evergreen": The share pool won't grow automatically in the future; stockholders must approve any increase.
  • Director Pay Cap: Limits what non-employee directors can earn in a year.
  • No "Repricing": Can't lower the exercise price of options without shareholder approval.
  • Dividends Wait: Any dividends paid on awards only vest when the underlying award does.
• Dilution Impact: If approved, the new shares represent about 6.2% dilution of existing shares. The total potential dilution ("overhang") would be 18.6%.

📦 Proposal Deep Dive: Authorizing More Shares

The company wants to amend its charter to increase the authorized common stock from 200 million to 400 million shares.

• Why? Authorized shares aren't the same as outstanding shares. This gives the company strategic flexibility for future needs like:
  • Funding rounds (issuing new shares for cash)
  • Acquisitions (using stock as currency)
  • Employee stock plans
  • Stock splits
• What it signals: It's a common corporate housekeeping item that suggests the Board is planning for future growth and capital needs.

⚖️ Big Picture: Strengths & Risks

• 👍 Strengths:
  • Experienced Board: Deep biopharma industry knowledge, especially in drug development and commercialization.
  • Clear Strategy: Focused on advancing Haduvio through clinical trials.
  • Strong Governance: The proposed stock plan includes modern, shareholder-friendly protections.
• ⚠️ Risks & Challenges:
  • Clinical Risk: The company's future hinges almost entirely on the success of its clinical trials for Haduvio. Failure is a constant risk.
  • Cash Burn: As a clinical-stage company, it spends heavily on R&D and has no significant revenue, so it will need to raise more money.
  • Dilution: Approving the new stock plan and more authorized shares will dilute existing shareholders' ownership percentage.

🌍 Why This Matters: The Broader Context

This annual meeting is about governance and future fuel. It's not just about routine votes; it's about:

1. Maintaining Leadership: Keeping an experienced director (Heffernan) in place.
2. Fueling the Talent Engine: Securing the stock plan to keep key scientists and executives motivated through the high-risk, long development path of a drug.
3. Preparing for the Road Ahead: Doubling the authorized shares is a signal that management and the Board see a future that may require significant capital or deals. They want the tools ready before they need them.

🧠 The Analogy

Think of Trevi Therapeutics like a startup building a complex rocket (Haduvio) aimed at a distant planet (FDA approval & commercial launch). This proxy statement is the annual meeting to:

• Vote to keep a veteran engineer (Heffernan) on the team.
• Approve the budget for the specialized, high-cost rocket parts (the stock plan to retain talent).
• Get permission to stockpile extra fuel (authorized shares) in the warehouse for the long journey and potential course corrections.

The journey is risky and long, but these are the foundational steps to have a chance at making the trip.

🧩 Final Takeaway

This proxy is primarily about securing the tools for the future. Trevi needs its shareholders' approval to continue incentivizing its team with equity (Proposal 4) and to ensure it has the capacity to issue shares for funding or deals down the road (Proposal 5). These are critical operational moves for a clinical-stage biotech navigating the expensive path to drug approval.