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Trevi Therapeutics, Inc.

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

Apr 29, 2025 · Filed Apr 29, 2025

TRVI$14.33+11.9%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

(Amendment No. )

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 under §240.14a-12

(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.

195 Church Street, 16 th Floor

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

To be held June 11, 2025

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Trevi Therapeutics, Inc. The Annual Meeting is scheduled to be held exclusively online via the Internet as a virtual web conference at www.virtualshareholdermeeting.com/TRVI2025 on Wednesday, June 11, 2025 at 1:00 p.m. Eastern Time.

Only stockholders who owned common stock at the close of business on April 15, 2025, the record date for the Annual Meeting, can vote at the Annual Meeting or any adjournment or postponement that may take place. At the Annual Meeting, the stockholders will consider and vote on the following matters:

Election of two Class III directors to our Board of Directors, each to serve until the 2028 Annual Meeting of Stockholders;

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

Approval, on an advisory basis, of the compensation paid to our named executive officers;

Approval, on an advisory basis, of the frequency of future advisory votes to approve the compensation paid to our named executive officers;

Approval of an amendment to the Trevi Therapeutics, Inc. 2019 Stock Incentive Plan to increase the number of shares available for issuance under the plan by 6,000,000 shares of common stock, and make certain other amendments; and

Transaction of any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

A complete list of registered stockholders as of the close of business on April 15, 2025, the record date for the Annual Meeting, will be available for examination by any stockholder for any purpose germane to the Annual Meeting for a period of ten days ending on the day before the Annual Meeting at www.virtualshareholdermeeting.com/TRVI2025.

As noted above, our Annual Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively via the Internet. There will not be a physical meeting location and stockholders will not be able to attend the Annual Meeting in person. However, you may attend the Annual Meeting online, vote your shares electronically during the meeting and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/TRVI2025.

In order to attend the Annual Meeting online, vote your shares and submit your questions electronically during the Annual Meeting, you must visit www.virtualshareholdermeeting.com/TRVI2025 on June 11, 2025 at 1:00 p.m. Eastern Time. Further information about how to attend the Annual Meeting online, vote your shares and submit questions is included in the accompanying proxy statement. As outlined in the accompanying proxy statement, the Board of Directors recommends that you vote in favor of each director nominee in proposal one, in favor of proposals two, three and five and in favor of a frequency of holding future advisory votes to approve the compensation paid to our named executive officers every year in proposal four.

You can find more information, including the nominees for director, in the accompanying proxy statement for the Annual Meeting, which is also available for viewing, printing and downloading at www.proxyvote.com.

Instead of mailing to our stockholders a printed copy of our proxy materials, including the accompanying proxy statement, the proxy card and our annual report to stockholders for the fiscal year ended December 31, 2024, we provide access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or about April 28, 2025, we plan to mail a Notice of Internet Availability of Proxy Materials, or Notice, to all stockholders of record at the close of business on April 15, 2025, the record date for the Annual Meeting, and we will post our proxy materials on the website referenced in the Notice. As more fully described in the Notice, stockholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed or e-mailed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail, or electronically by email, on an ongoing basis.

If you are a stockholder of record, you may vote or submit a proxy to vote in one of the following ways:

Submit a Proxy to Vote Over the Internet Prior to the Annual Meeting, by going to www.proxyvote.com to complete an electronic proxy card (have your notice or proxy card in hand when you visit the website) or scanning the QR code on the proxy card with your smartphone. You will be asked to provide the control number from your proxy card. Internet voting is available 24 hours a day, 7 days a week, until 11:59 p.m., Eastern Time, on June 10, 2025;

Submit a Proxy to Vote Over the Telephone, by calling 1-800-690-6903 and following the instructions. Have your proxy card available when you call. You will be asked to provide the control number from your proxy card. Telephone voting is available 24 hours a day, 7 days a week, until 11:59 p.m., Eastern Time, on June 10, 2025;

Submit a Proxy to Vote Through the Mail, if you received (or requested and received) a printed copy of the proxy materials, by completing, signing and dating the proxy card that accompanies this proxy statement and returning it promptly in the postage-prepaid envelope provided. Your completed, signed and dated proxy card must be received by 11:59 p.m., Eastern Time, on June 10, 2025; or

Vote Over the Internet During the Annual Meeting, while virtually attending the Annual Meeting by visiting www.virtualshareholdermeeting.com/TRVI2025. Have your notice or proxy card in hand when you visit the Annual Meeting website and follow the instructions.

If your shares are held in “street name,” that is, held for your account by a bank, broker or other nominee, you will receive instructions from the bank, broker or other nominee that you must follow for your shares to be voted.

Whether or not you plan to attend the Annual Meeting, we urge you to take the time to submit your proxy to vote your shares.

By order of the Board of Directors,

Jennifer L. GoodPresident and Chief Executive OfficerNew Haven, ConnecticutApril 28, 2025

Trevi Therapeutics, Inc.

Proxy Statement

Page
PROXY STATEMENT1
IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING2
PROPOSAL NO. 1—ELECTION OF TWO CLASS III DIRECTORS6
PROPOSAL NO. 2—RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 20259
PROPOSAL NO. 3—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION10
PROPOSAL NO. 4—ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION10
PROPOSAL NO. 5—APPROVAL OF AN AMENDMENT TO THE TREVI THERAPEUTICS, INC. 2019 STOCK INCENTIVE PLAN11
CORPORATE GOVERNANCE21
EXECUTIVE COMPENSATION28
TRANSACTIONS WITH RELATED PERSONS36
PRINCIPAL STOCKHOLDERS39
REPORT OF THE AUDIT COMMITTEE41
HOUSEHOLDING43
STOCKHOLDER PROPOSALS43
OTHER MATTERS43

195 Church Street, 16 th Floor

203-304-2499

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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.