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Invivyd, Inc.

For the period ended May 20, 2025. Filed Apr 7, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 20, 2025 · Filed Apr 7, 2025

IVVD$0.56-3.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Invivyd, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Invivyd, Inc.

1601 Trapelo Road, Suite 178

Waltham, Massachusetts 02451

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On Tuesday, May 20, 2025

To our Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders and any adjournments or postponements thereof (the “2025 Annual Meeting” or the “Annual Meeting”) of INVIVYD, INC., a Delaware corporation (the “Company”). The Annual Meeting will be held virtually on Tuesday, May 20, 2025 at 8:30 a.m. Eastern Time atwww.virtualshareholdermeeting.com/IVVD2025. You will not be able to attend the Annual Meeting in person. The Annual Meeting will be held for the following purposes:

  1. To elect the six nominees for director named in the proxy statement accompanying this Notice of Annual Meeting of Stockholders (the “Proxy Statement”) for a one-year term expiring at the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”).

  2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

  3. To transact such other business as may properly be brought before the Annual Meeting.

Our Board recommends that stockholders vote FOR ALL for Proposal No. 1 and FOR Proposal No. 2.

These items of business are more fully described in the Proxy Statement, which is incorporated by reference hereto.

This year’s Annual Meeting will be held virtually through a live webcast. You will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visitingwww.virtualshareholdermeeting.com/IVVD2025 and entering the 16-digit Control Number included in (i) your Notice of Internet Availability of Proxy Materials (the “Notice”), (ii) your proxy card in the enclosed proxy materials or (iii) 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 to the Annual Meeting beginning at 8:15 a.m. Eastern Time on May 20, 2025.

The record date for the Annual Meeting is March 21, 2025 (the “Record Date”). Only stockholders of record at the close of business on the Record Date may vote at the Annual Meeting. We will commence mailing the Notice to our stockholders on or about April 7, 2025, which will contain instructions on how to vote at the Annual Meeting as well as how to access the Proxy Statement and our 2024 Annual Report on Form 10-K.

It is important that your shares be represented at the Annual Meeting regardless of the size of your holdings. Whether or not you plan to attend the Annual Meeting, please provide your proxy by following the instructions described in the Proxy Statement.

By Order of the Board of Directors,

Jill Andersen

Chief Legal Officer and Corporate Secretary

Waltham, Massachusetts

April 7, 2025

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on Tuesday, May 20, 2025 at 8:30 a.m. Eastern Time online at www.virtualshareholdermeeting.com/IVVD2025Copies of our Proxy Materials, consisting of the Notice of Annual Meeting of Stockholders, the Proxy Statement and Accompanying Form of Proxy Card, and our 2024 Annual Report on Form 10-K, are available free of charge at www.proxyvote.com

YOUR VOTE IS IMPORTANT

If your shares are held in a brokerage account or by another nominee record holder, please be sure to mark your voting choices on the voting instruction form provided to you by your broker, bank or other agent. If you fail to specify your voting instructions, your shares will not be voted on certain proposals due to rules applicable to broker voting, and we may incur additional costs to solicit votes.

INVIVYD, INC.

1601 Trapelo Road, Suite 178

Waltham, Massachusetts 02451

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD AT 8:30 A.M., EASTERN TIME, ON MAY 20, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 20, 2025

We are making this Proxy Statement and the accompanying form of proxy card, and our 2024 Annual Report on Form 10-K (the “Annual Report”), available electronically via the internet atwww.proxyvote.comand our website, www.invivyd.com. If you wish to receive a paper or email copy of these documents, please request one by following the instructions contained in the Notice. There is no charge for requesting a copy.

The Notice will be mailed to our stockholders on or about April 7, 2025, in connection with the solicitation of proxies on behalf of our Board of Directors (our “Board”) for use at our 2025 Annual Meeting of Stockholders, to be held on Tuesday, May 20, 2025 at 8:30 a.m., Eastern Time, virtually atwww.virtualshareholdermeeting.com/IVVD2025, and at any adjournment or postponement thereof (the “2025 Annual Meeting” or the “Annual Meeting”). Whether or not you plan to attend the Annual Meeting, please follow the instructions on the Notice so that your shares may be voted at the Annual Meeting. You may submit your proxy by mail, by telephone, or through the internet by following the instructions set forth on the Notice. If you attend the Annual Meeting, you may revoke your previously submitted proxy and vote virtually during the Annual Meeting.

MEETING AGENDA

ProposalsPageVoting StandardBoard Recommendation
Proposal No. 1: To elect the six nominees for director named in this Proxy Statement for a one-year term expiring at the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”).7The six nominees for director receiving the highest number of votes “FOR” election will be elected as directors for a one-year term expiring at the 2026 Annual Meeting.“FOR ALL” the election of the named director nominees
Proposal No. 2: To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.8Affirmative vote of the holders of a majority of the shares present by remote communication or represented by proxy and entitled to vote generally on the subject matter.“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.