Kyverna Therapeutics, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant☒

Filed by a party other than the Registrant☐

Check the appropriate box:

(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 the appropriate box):

Notice & Proxy Statement

Message from our Chief Executive Officer

Dear Stockholder:

Kyverna's first year as a public company was a transformative one, as we demonstrated our leadership position in autoimmune CAR T. We have treated the most CAR T patients in neuroinflammatory and rheumatologic diseases with our differentiated construct, and our clinical experience to date highlights the potential for profound clinical outcomes in autoimmune patients. Looking ahead, we’re pleased with the progress we’re making this year as we accelerate our next wave of growth and pivot to late-stage development and commercialization of KYV-101. On behalf of our company and its directors, I thank you, our stockholders, for your support of the Company’s mission to liberate autoimmune patients through the curative potential of cell therapy.

With this progress in mind, I am pleased to invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Kyverna Therapeutics, Inc., which will be held online atwww.virtualshareholdermeeting.com/KYTX2025, on Thursday, May 29, 2025 at 11:00 a.m. Pacific Time.

The attached Notice of Annual Meeting of Stockholders and Proxy Statement contain details of the business to be conducted at the Annual Meeting.

Whether or not you attend the Annual Meeting online, it is important that your shares be represented and voted at the meeting. Therefore, I encourage you to promptly vote and submit your proxy via online, by phone or by mail. If you decide to attend the Annual Meeting online, you will be able to vote electronically or via phone using the 16-digit control number on your Notice of Internet Availability or proxy card, even if you have previously submitted your proxy.

On behalf of my Executive Team and the Board of Directors, I would like to express our appreciation for your support as we work to bring new, transformational CAR T therapies to the many autoimmune patients who are counting on us.

Sincerely,

/s/ Warner Biddle

Chief Executive Officer and Director

April 14, 2025

5980 Horton St., STE 550

Emeryville, CA 94608

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 29, 2025 (AT 11:00 A.M. PACIFIC TIME)

To the Stockholders of Kyverna Therapeutics, Inc.:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Kyverna Therapeutics, Inc., a Delaware corporation (the “Company”), will be held on Thursday, May 29, 2025, at 11:00 a.m. Pacific Time. The Annual Meeting will be a completely virtual meeting of stockholders. You will be able to attend the Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by visitingwww.virtualshareholdermeeting.com/KYTX2025. The Annual Meeting will be held for the following purposes:

(1)

To elect two Class I directors to hold office until the 2028 annual meeting of stockholders or until their successors are elected and qualified;

(2)

To ratify the appointment by the Audit Committee of the Company’s Board of Directors of BDO USA, P.C., as the independent registered public accounting firm and independent auditor of the Company for its year ending December 31, 2025; and

(3)

To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

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

Only stockholders who owned common stock of the Company at the close of business on April 10, 2025 (the “Record Date”) can vote at this meeting or any adjournments that take place.

The Board of Directors recommends that you vote FOR the election of the director nominees named in Proposal No. 1 of the Proxy Statement; and FOR the ratification of the appointment of BDO USA, P.C. as the independent registered public accounting firm and independent auditor, as described in Proposal No. 2 of the Proxy Statement.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ONLINE, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED December 31, 2024, AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ANY ONE OF THE CONVENIENT VOTING METHODS DESCRIBED IN THE “INFORMATION ABOUT THE PROXY PROCESS AND VOTING” SECTION IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS OR NOTICE OF INTERNET AVAILABILITY BECAUSE YOUR SHARES ARE

REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.

By Order of the Board of Directors

/s/ Warner Biddle

Warner Biddle

Chief Executive Officer and Director

Emeryville, California

April 14, 2025

TABLE OF CONTENTS

i

5980 Horton St., STE 550

Emeryville, CA 94608

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

MAY 29, 2025 (AT 11:00 A.M. PACIFIC TIME)

We have sent you this Proxy Statement and the enclosed Proxy Card because the Board of Directors (the “Board”) of Kyverna Therapeutics, Inc. (referred to herein as the “Company”, “Kyverna”, “we”, “us” or “our”) is soliciting your proxy to vote at our 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, May 29, 2025, at 11:00 a.m. Pacific Time in a virtual meeting format at www.virtualshareholdermeeting.com/KYTX2025.

•

This Proxy Statement summarizes information about the proposals to be considered at the Annual Meeting and other information you may find useful in determining how to vote.

•

The Proxy Card is the means by which you actually authorize another person to vote your shares in accordance with your instructions.

In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews. We may retain outside consultants to solicit proxies on our behalf as well. All costs of solicitation of proxies will be borne by us. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and we will reimburse them for their reasonable out‑of‑pocket expenses incurred in connection with the distribution of proxy materials.

Pursuant to the rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our Annual Meeting materials, which include this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”), over the internet atwww.proxyvote.com in lieu of mailing printed copies. To view these materials, please have your 16-digit control number(s) available that appears on your Notice of Internet Availability or Proxy Card (if applicable). We will begin mailing the Notice of Internet Availability to our stockholders of record as of April 10, 2025 (the “Record Date”) for the first time on or about April 14, 2025. The Notice of Internet Availability will contain instructions on how to access and review the Annual Meeting materials and will also contain instructions on how to request a printed copy of the Annual Meeting materials. In addition, we have provided brokers, dealers, banks, voting trustees and their nominees, at our expense, with additional copies of our proxy materials and the Form 10-K so that our record holders can supply these materials to the beneficial owners of shares of our common stock as of the Record Date. The Form 10-K is also available in the “Financials” section of our website at https://ir.kyvernatx.com/financial‑information/sec-filings.

The only outstanding voting securities of Kyverna are shares of common stock, $0.00001 par value per share (the “common stock”), of which there were 43,218,873 shares outstanding as of the Record Date (excluding any treasury shares). The holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote, present in person, by remote communication, if applicable, or represented by proxy, are required to hold the Annual Meeting.