PALVELLA 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. )

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Preliminary Proxy Statement

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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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353 W. Lancaster Avenue, Suite 200

Wayne, Pennsylvania 19087

2026 ANNUAL MEETING OF STOCKHOLDERS

To be Held on June 10, 2026

Dear Stockholder:

We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders of Palvella Therapeutics, Inc. (the “Annual Meeting”) which will be held at 11:00 a.m., Eastern Time, on Wednesday, June 10, 2026. The Annual Meeting will be held in virtual meeting format only, conducted via live audio webcast. You will not be able to attend the Annual Meeting physically. We believe that the virtual meeting format enables stockholders to attend and participate from any location around the world at no cost, provides savings to Palvella Therapeutics, Inc. and reduces the environmental impact of our Annual Meeting. The Annual Meeting can be accessed via the Internet athttps://meetnow.global/MZMQXWT.

Details regarding the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of 2026 Annual Meeting of Stockholders (the “Notice”) and 2026 Annual Meeting Proxy Statement (the “Proxy Statement”). Other than the proposals described in the Proxy Statement, our Board of Directors is not aware of any other matters to be presented for a vote at the Annual Meeting. We are pleased to take advantage of the Securities and Exchange Commission (“SEC”) rules that allow companies to furnish their proxy materials over the Internet.

Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to vote as soon as possible to ensure that your shares are represented. Information about voting methods is set forth in the accompanying Notice and Proxy Statement. If you have any questions with respect to voting, please call our Chief Financial Officer and Corporate Secretary, Matthew E. Korenberg, at (484)-253-1461.

Sincerely,

THIS PROXY STATEMENT AND ENCLOSED PROXY CARD ARE

FIRST BEING MADE AVAILABLE ON OR ABOUT APRIL 30, 2026

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To be Held on June 10, 2026

Dear Stockholders:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders of Palvella Therapeutics, Inc. (the “Annual Meeting”) will be held on Wednesday, June 10, 2026, at 11:00 a.m., Eastern Time. The Annual Meeting will be held in a virtual meeting format only. We are holding the meeting for the purpose of considering and acting upon the:

Election of the three director nominees that are set forth in the attached 2026 Annual Meeting Proxy Statement (the “Proxy Statement”) to serve as Class III directors, whose term will expire in 2029;

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Ratification of the appointment of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the 2026 fiscal year;

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

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

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Approval of an amendment to the 2024 Equity Incentive Plan (the “2024 Plan”) to increase the authorized shares issuable under the 2024 Plan by 750,000 shares;

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Approval of an adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve Proposal 5; and

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Any other matters that may properly be brought before the Annual Meeting or any adjournment or postponement thereof.

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The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of 2026 Annual Meeting of Stockholders (the “Notice”).

MEETING INFORMATION

Your vote matters. Whether or not you plan to virtually attend the Annual Meeting, please ensure that your shares are represented by voting, signing, dating and returning your proxy in the enclosed envelope, which requires no postage if mailed in the United States.

By Order of the Board of Directors

/s/ Matthew E. Korenberg

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Chief Financial Officer and Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 10, 2026. This Proxy Statement and the proxy card are being furnished to our stockholders on or about April 30, 2026. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available to holders of our common stock atwww.edocumentview.com/PVLA and also available on the SEC’s website athttp://www.sec.gov. If you would like to receive, without charge, a paper copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, including the financial statements, please send your request to Corporate Secretary, Palvella Therapeutics, Inc., 353 W. Lancaster Ave, Suite 200, Wayne, Pennsylvania 19087.

This summary highlights information contained elsewhere in this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”). This summary does not contain all of the information you should consider and we encourage you to read this Proxy Statement and the 2025 Annual Report carefully before voting.

2026 Annual Meeting of Stockholders

Summary of Stockholder Voting Matters

Our Director Nominees

You are being asked to vote on the election of George M. Jenkins, Todd C. Davis and John Doux, M.D. as Class III directors, each to serve for a three-year term expiring at our 2029 Annual Meeting of Stockholders. The number of members of our Board of Directors (the “Board”), is currently set at seven members and is divided into three classes, each of which has a three-year term. Class I consists of two directors, Class II consists of two directors and Class III consists of three directors.

The term of office of our Class III directors expires at the Annual Meeting. We are nominating George M. Jenkins, Todd C. Davis and John Doux, M.D. for election at our Annual Meeting to serve until the 2029 Annual Meeting of Stockholders and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. Directors are elected by a plurality of the votes properly cast by our

Notice of Annual Meeting of Stockholders and 2026 Proxy Statement | i

stockholders at the Annual Meeting. The three nominees receiving the most FOR votes (among votes properly cast online at the meeting or by proxy) will be elected. If no contrary indication is made, shares represented by executed proxies will be voted FOR the election of George M. Jenkins, Todd C. Davis and John Doux, M.D. Each nominee has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve.

CORPORATE GOVERNANCE HIGHLIGHTS

The following table summarizes our current Board structure and key elements of our corporate governance framework:

ii |Notice of Annual Meeting of Stockholders and 2026 Proxy Statement