📑 What This Document Is 📰

This document is a Definitive Proxy Statement, which is essentially an official packet of instructions for the company's annual meeting. 👉 It tells stockholders exactly what topics will be voted on, who the leaders are, and how they must vote their shares. The filing date is April 21, 2026, and it concerns the Annual Meeting of Stockholders for the fiscal year ending December 31, 2026.

🏢 About Trevi Therapeutics 🧪

In simple terms, Trevi Therapeutics, Inc. is a biopharmaceutical company focused on developing treatments for rare diseases. While the filing doesn't detail its full pipeline, the focus on complex governance and executive compensation suggests the company is heavily invested in research and development.

👉 Key facts:

• Address: 195 Church Street, 16th Floor, New Haven, CT 06510.
• Contact: 203-304-2499.
• Status: It is a publicly traded life sciences company (Ticker: TRVI).

🗓️ Annual Meeting Logistics 🌐

The Annual Meeting is scheduled for Wednesday, June 3, 2026, starting at 11:00 a.m. Eastern Time. The good news for attendees is that the meeting will be held entirely online as a virtual web conference.

👉 Why this matters:

• Virtual Format: There will be no physical location. Stockholders must use the provided links (www.virtualshareholdermeeting.com/TRVI2026) to attend, vote, and ask questions.
• The Record Date: Only stockholders who owned common stock at the close of business on April 6, 2026, are entitled to vote.
• Total Shares Outstanding: As of the record date, there were 128,586,792 shares of common stock issued and outstanding.

🗳️ How to Vote Your Shares 📞

Trevi Therapeutics provides multiple ways for stockholders to cast their vote, accommodating different preferences. The company strongly urges all shareholders to submit their proxy vote, even if they plan to attend the meeting live.

👉 Voting Deadline Reminder: All proxy submissions (mail, phone, or internet) must be received by 11:59 p.m. Eastern Time on June 2, 2026, to be counted at the Annual Meeting.

Voting Methods Available:

• Online (Pre-Meeting): Through www.proxyvote.com.
• By Phone: By calling 1-800-690-6903.
• By Mail: Returning the completed, signed, and dated proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
• During Meeting: By visiting www.virtualshareholdermeeting.com/TRVI2026.

🧑‍⚖️ Board and Executive Leadership 👨‍💼

The Board of Directors and Executive Officers are experienced professionals, primarily within the biopharmaceutical and life sciences industries. Their extensive backgrounds suggest deep knowledge of the sector, which is crucial for a biotech company.

👉 Key Leaders & Their Roles:

• President & CEO: Jennifer L. Good (Co-founder, experienced in corporate functions).
• CFO: David Hastings (Highly experienced in major biopharma companies like Incyte and Arbutus).
• CSO: Thomas Sciascia, M.D. (Co-founder, brings significant medical and scientific depth).
• CDO: James Cassella, Ph.D.
• CCO: Farrell Simon, Pharm.D.

Directors Noteworthy Experience:

• David Meeker, M.D.: Has a long history in the life sciences sector, previously serving as CEO of Rhythm Pharmaceuticals, Inc., and was the Chairman of Pharvaris B.V.
• Edward Mathers: Background includes serving on multiple public and private life sciences company boards and experience with venture capital (New Enterprise Associates, Inc.).
• Jennifer Good: As a co-founder, she provides deep institutional knowledge, having served in various roles (President, CFO) since 2011.

🏛️ Proposal 1: Director Election 🗳️

The first vote is for the election of one Class I director. The Board of Directors recommends voting in favor of Michael Heffernan, who is nominated to serve a three-year term, expiring at the 2029 Annual Meeting.

👉 What to know:

• Recommendation: The Board unanimously recommends voting FOR Mr. Heffernan.
• Nominee Expertise: Mr. Heffernan has over 30 years of experience as an entrepreneur and biopharmaceutical leader. He has held board roles at numerous companies, including Collegium Pharmaceutical and Avenge Bio.

📚 Proposal 2: Audit Firm Ratification 📑

This vote asks stockholders to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

👉 Key Financial Detail: The total fees paid to Ernst & Young LLP were $685,000 for the year ended December 31, 2025, compared to $571,000 for 2024.

• Why it matters: Although the appointment is not required by law, the Board asks for stockholder approval as a matter of good corporate governance. If the vote fails, the Audit Committee must reconsider retaining Ernst & Young LLP.

💰 Proposal 3: Executive Compensation Vote 💸

This is an "advisory vote" (commonly called "Say-on-Pay") on the compensation paid to the named executive officers.

👉 The Advisory Nature: This vote is non-binding. Even if stockholders vote "NO," the Board of Directors can still decide to pay executives based on what they believe is in the company's best interest.

• The Goal: The compensation program is designed to motivate executives by aligning their rewards with the success and stock appreciation of the company, which benefits stockholders.

🚀 Proposal 4: Amending the Stock Incentive Plan 📈

This is the most complex item: approving the Amended and Restated 2019 Stock Incentive Plan (A&R 2019 Plan). This plan governs how the company pays its employees and directors using company stock options.

👉 The Core Request: The Board is asking for stockholder approval to increase the share pool by 8,000,000 shares of common stock.

Why the Plan Needs Updating (The Rationale):

• Need for Talent: The company argues that equity compensation is critical to attracting, retaining, and motivating top talent in a competitive labor market.
• Shares Available: The A&R 2019 Plan seeks to increase the available shares from a current pool of 4,065,967 shares to an estimated total of 12,065,967 shares.
• Consequence of Failure: If this plan is not approved, the company warns it may be unable to meet its hiring and retention goals, potentially forcing it to increase expensive cash compensation.

Dilution Metrics (What it means for shareholders):

• Overhang: This measures potential dilution. Currently (as of March 31, 2026), the overhang is 12.3%. Including the proposed 8,000,000 shares would raise this to 18.6%.
• Burn Rate: This measures the average rate at which shares are used. The three-year average burn rate is 2.37%, which the company states is below the average burn rate of its peers.

🧬 Proposal 5: Corporate Structure Amendment 🏦

This proposal asks stockholders to approve an amendment to the Restated Certificate of Incorporation.

👉 The Specific Change: The amendment increases the number of authorized shares of common stock from 200,000,000 shares to 400,000,000 shares.

• Why it matters: This legal increase simply raises the maximum number of shares the company is legally allowed to issue. It's a foundational step that allows the company to manage future growth and potential capital actions, such as granting the additional shares requested under the incentive plan (Proposal 4).

🚨 Guidance and Transaction Information 📅

The Board of Directors has provided clear recommendations for how stockholders should vote on all five matters, recommending a vote FOR all proposals.

👉 Key Upcoming Events:

• The proxy materials will be mailed on or about April 23, 2026.
• The Annual Meeting is on June 3, 2026.

🧠 The Analogy 🧩

Approving a corporate proxy statement and electing directors can feel overwhelming, like trying to vote on the entire operational budget of a major city. Think of Trevi Therapeutics, Inc. as a high-tech bakery (the company). The Board of Directors isn't just asking for votes on who the Head Baker should be (the Director). They are also asking to redesign the entire recipe book (the Stock Incentive Plan), increasing the number of flour sacks they can buy (the Share Increase), and confirming the master accountant (the Auditor). Every vote is necessary because a bakery can't get its crucial, specialized product (the drug) made without all its legal rules, experienced people, and materials being in place.

💡 Final Takeaway 🌟

This proxy statement is a critical governance document focused on maintaining operational flexibility. The company's primary goal is to secure shareholder approval for two things: the increase in available shares (Proposal 4 & 5) and the selection of management (Director/Auditor), both of which are necessary to fund its drug development efforts.