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Kyverna Therapeutics, Inc.

For the period ended May 29, 2025. Filed Apr 14, 2025.

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About this filing

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 29, 2025 · Filed Apr 14, 2025

KYTX$4.88+5.9%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

ADDITIONAL INFORMATION

Householding of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

Brokers with account holders who are Kyverna stockholders may be “householding” our proxy materials. A single proxy statement may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you notify your broker or the Company that you no longer wish to participate in “householding.”

If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement and annual report, you may: (1) notify your broker, or (2) direct your written request to: Secretary, Kyverna Therapeutics, Inc., 5980 Horton St., STE 550, Emeryville, California 94608. Stockholders who currently receive multiple copies of this Proxy Statement at their address and would like to request “householding” of their communications should: (A) contact their broker, or (B) request from the Company to: Secretary, Kyverna Therapeutics, Inc., 5980 Horton St., STE 550, Emeryville, California 94608. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the Form 10-K, Proxy Statement, Proxy Card or Notice of Internet Availability of Proxy Materials to a stockholder at a shared address to which a single copy of the documents was delivered.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and certain officers, as well as persons who beneficially own more than 10% of the outstanding shares of our common stock, to file reports regarding their initial stock ownership and subsequent changes to their ownership with the SEC.

SEC regulations require us to identify in this Proxy Statement anyone who failed to file a timely required report during the most recent fiscal year. Based solely upon our review of forms we received, or written representations from reporting persons stating that they were not required to file these forms, we believe that during our fiscal year ended December 31, 2024, all Section 16(a) filing requirements were satisfied on a timely basis, except for: (a) the Form 3 for Dr. Liapis that was due on February 7, 2024, the date the registration statement for our IPO was declared effective by the SEC, which was inadvertently filed one day late on February 8, 2024, due to an unexpected delay by the financial printer that we used to file the Section 16(a) forms in connection with our IPO; and (b) the Form 4 filed to report the initial option award granted to Mr. Aktar in connection with his appointment to our Board on October 21, 2024, which was inadvertently filed one day late on October 24, 2024.

Other Matters

As of the date of this Proxy Statement, our Board does not intend to present any matters other than those described herein at the Annual Meeting and is unaware of any matters to be presented by other parties. If other matters are properly brought before the Annual Meeting for action by the stockholders, proxies will be voted in accordance with the recommendation of the Board or, in the absence of such a recommendation, in the discretion of the proxy holder.

We have filed our Annual Report on Form 10-K for the year ended December 31, 2024 with the SEC. It is available free of charge at the SEC’s website at www.sec.gov. Upon written request by a stockholder of Kyverna, we will mail without charge a copy of our Annual Report on Form 10-K, including the financial statements and financial statement schedules, but excluding exhibits to the Annual Report on Form 10-K. Exhibits to the Annual Report on Form 10-K are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit. All requests should be directed to the Secretary, Kyverna Therapeutics, Inc., 5980 Horton St., STE 550, Emeryville, California 94608.

By Order of the Board of Directors

/s/ Warner Biddle

Warner Biddle

Chief Executive Officer and Director

April 14, 2025

KYVERNA THERAPEUTICS INC. 5980 HORTON ST, SUITE 550 EMERYVILLE, CA 94608 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/KYTX2025 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V66315-P28882 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY KYVERNA THERAPEUTICS, INC. The Board of Directors recommends you vote FOR the following: 1. The election of two Class I directors to hold office until the Company’s 2028 annual meeting of stockholders. Nominees: 01) Beth Seidenberg, M.D. 02) Fred E. Cohen, M.D., D.Phil. For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. The Board of Directors recommends you vote FOR the following proposal: 2. The ratification of the appointment by the Audit Committee of the Company’s Board of Directors of BDO USA, P.C. as the Company’s independent registered public accounting firm and independent auditor for the year ending December 31, 2025. For Against Abstain NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. V66316-P28882 KYVERNA THERAPEUTICS, INC. ANNUAL MEETING OF STOCKHOLDERS MAY 29, 2025 11:00 A.M. PACIFIC TIME THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned stockholder(s) hereby appoint(s) Warner Biddle and Ryan Jones, or either of them, as proxies, each with the power to appoint their substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of KYVERNA THERAPEUTICS, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 11:00 a.m. Pacific Time on May 29, 2025, virtually at www.virtualshareholdermeeting.com/KYTX2025, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted for the election of each of the nominees for the Board of Directors listed in Proposal 1 on the reverse side, and for Proposal 2, in accordance with the Board of Directors' recommendations. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. This proxy is governed by the laws of the State of Delaware. Continued and to be signed on reverse side

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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.