Kiniksa Pharmaceuticals International, plc

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:

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Preliminary Proxy Statement

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

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Under §240.14a-12

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(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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

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Dear Shareholder:

You are cordially invited to attend the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Kiniksa Pharmaceuticals, Ltd., an exempted company limited by shares and incorporated under the laws of Bermuda (“Kiniksa Bermuda,” and, together with its subsidiaries, “Kiniksa”), to be held on June 5, 2024, at 10:00 a.m. Atlantic Time (9:00 a.m. Eastern Time). The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. Details of the business to be conducted at the Annual Meeting can be found in the attached Notice of Annual Meeting of Shareholders and the attached proxy statement.

You are also cordially invited to attend a Special Court-Ordered Meeting of Shareholders (the “Redomiciliation Meeting,” and, together with the Annual Meeting, the “Meetings”), which will be held on June 5, 2024 immediately following the conclusion of the Annual Meeting. The Redomiciliation Meeting will also be a completely virtual meeting which will be conducted via live webcast. Details of the business to be conducted at the Redomiciliation Meeting can be found in the attached Notice of Special Court-Ordered Meeting of Shareholders and the attached proxy statement. We are providing these materials to you in connection with a proposal to change the place of incorporation of Kiniksa Bermuda from Bermuda to the United Kingdom through the creation of a new holding company organized under the laws of England and Wales.

You will be able to attend the Meetings online. You will be able to ask questions during the meetings and confer with other shareholders in virtual breakrooms.

Whether or not you plan to attend the Meetings, it is important that your shares be represented and voted at the Meetings. If you are entitled to vote at either Meeting, you will have received a proxy card for each meeting. Accordingly, if you are entitled to vote at both of the Meetings, you will have received two proxy cards. I urge you to promptly vote and submit your proxies by phone, the Internet, or, if you received paper copies of our proxy materials and proxy cards, by signing, dating and mailing the proxy cards in the return envelope provided therewith. If you have received our Notice of Internet Availability of Proxy Materials in respect of the Annual Meeting and/or the Redomiciliation Meeting, the instructions regarding how you can vote are in the applicable notice. If you have received one or more proxy cards, then instructions regarding how you can vote are on the applicable proxy card. If you decide to attend the Annual Meeting or the Redomiciliation Meeting, you will be able to vote in person, even if you have previously submitted your proxies. For the purposes of the Meetings and the attached proxy statement, attendance “in person” means attending such Meeting virtually or electronically and does not require physical attendance.

Thank you for your support.

Sincerely,

Sanj K. Patel

Chief Executive Officer and Chairman of the Board

Notice of Annual Meeting of Shareholders

To be held June 5, 2024

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CLARENDON HOUSE

2 CHURCH STREET

HAMILTON HM11, BERMUDA

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This year’s Annual Meeting will be held on June 5, 2024, at 10:00 a.m. Atlantic time (9:00 a.m. Eastern Time). The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online. The Annual Meeting will be held for the following purposes:

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To elect Felix J. Baker, Ph.D., Tracey L. McCain and Kimberly J. Popovits as Class III Directors to serve on the Board of Directors until the 2027 Annual Meeting of Shareholders, and until their respective successors have been duly elected and qualified.

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To approve the appointment of PricewaterhouseCoopers LLP (“PwC”) as our auditor until the close of our next Annual Meeting of Shareholders, to delegate to our Board of Directors, through our Audit Committee, the authority to set the auditor’s remuneration for such period, and to ratify the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

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

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The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.

Holders of record of our Class A common shares and Class B common shares as of the close of business on April 15, 2024 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement, or adjournment of the Annual Meeting. A complete list of these shareholders will be open to examination at least ten days prior to the Annual Meeting during normal business hours at our registered offices located at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.

Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares and submit your proxy via the toll-free telephone number or over the Internet, as described in the materials you received. If you received a paper copy of the proxy card in respect of the Annual Meeting by mail, you may sign, date and mail the proxy card in the return envelope provided therewith. Promptly voting your shares and submitting your proxy will help ensure the presence of a quorum at the Annual Meeting and save us the expense of further solicitation. Voting your shares and submitting your proxy now will not prevent you from voting your shares at the Annual Meeting.

By Order of the Board of Directors,

Secretary

Notice of Special Court-Ordered Meeting of Shareholders

In the Supreme Court of Bermuda

Civil Jurisdiction

(Commercial Court)

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CLARENDON HOUSE

2 CHURCH STREET

HAMILTON HM11, BERMUDA

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IN THE MATTER OF KINIKSA PHARMACEUTICALS, LTD.

AND IN THE MATTER OF SECTION 99 OF THE COMPANIES ACT 1981

NOTICE OF SPECIAL COURT-ORDERED MEETING OF

SHAREHOLDERS TO BE HELD ON JUNE 5, 2024

Notice is hereby given that, by an order dated April 19, 2024 (the “Order”), made in the above matter, the Supreme Court of Bermuda has directed a special general meeting of the shareholders of Kiniksa Bermuda to be held immediately following the conclusion of the Annual Meeting, which is scheduled to begin directly after the Annual Meeting on June 5, 2024. The special court-ordered meeting of the shareholders of Kiniksa Bermuda will be a completely virtual meeting, which will be conducted via live webcast, which you will be able to attend online. The special court-ordered meeting of the shareholders of Kiniksa Bermuda will be held for the following purposes:

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To approve the scheme of arrangement attached as Annex A to this proxy statement between Kiniksa Bermuda and its shareholders (the “Scheme of Arrangement”) (“Redomiciliation Meeting Proposal No. 1”).

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To approve a motion to adjourn the Redomiciliation Meeting to a later date to solicit additional proxies if there are insufficient proxies to approve the Scheme of Arrangement at the time of the Redomiciliation Meeting (“Redomiciliation Meeting Proposal No. 2”).

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If the Scheme of Arrangement becomes effective, it will result in your holding of shares in a United Kingdom (“U.K.”) company rather than a Bermuda company, thereby effecting a change in the place of incorporation of Kiniksa Bermuda from Bermuda to the U.K. (the “Redomiciliation”).

The foregoing items of business are more fully described in the proxy statement accompanying this Notice of Special Court-Ordered Meeting of Shareholders. The information contained in this proxy statement in respect of the Scheme of Arrangement and the Redomiciliation are intended to comply with the requirements of Section 100 of the Companies Act 1981 of Bermuda (as amended, the “Bermuda Companies Act”) and constitute an explanatory statement thereunder.

Holders of the Kiniksa Bermuda’s Class A common shares, Class A1 common shares, Class B common shares and Class B1 common shares as of the close of business on April 15, 2024 are entitled to notice of and to vote at the Redomiciliation Meeting, or any continuation, postponement, or adjournment of the Redomiciliation Meeting. A complete list of these shareholders will be open to examination at least ten days prior to the Redomiciliation Meeting during normal business hours at our registered offices located at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.

Whether or not you plan to attend the Redomiciliation Meeting, we urge you to vote your shares and submit your proxy via the toll-free telephone number or over the Internet, as described in the materials you received. If you received a paper copy of the proxy card in respect of the Redomiciliation Meeting by mail, you may sign, date and mail the proxy card in the return envelope provided therewith. Promptly voting your shares and submitting your proxy will help ensure the presence of a quorum at the Redomiciliation Meeting and save us the expense of further solicitation. Voting your shares and submitting your proxy now will not prevent you from voting your shares at the Redomiciliation Meeting.

The Redomiciliation Meeting is being held in accordance with an order of the Supreme Court of Bermuda issued on April 19, 2024. If shareholders approve the Scheme of Arrangement, Kiniksa

Bermuda will apply to the Supreme Court of Bermuda to seek approval of the Scheme of Arrangement, which must be obtained for the Scheme of Arrangement to become effective. Kiniksa Bermuda expects the sanction hearing to be held at a time and date to be determined. Shareholders who wish to appear in person or by counsel at the sanction hearing and present evidence or arguments in support of or opposition to the Scheme of Arrangement may do so. Kiniksa Bermuda will not object to the participation in the sanction hearing by any shareholder.

By Order of the Board of Directors,

Secretary