PALVELLA THERAPEUTICS, INC.

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OTHER MATTERS

The Annual Meeting is called for the purposes set forth in the Notice. Our Board does not know of any other matters to be considered by the stockholders at the Annual Meeting other than the matters described in the Notice. However, the enclosed proxy confers discretionary authority on the persons named in the proxy card with respect to matters that may properly come before the Annual Meeting and that are not known to our Board at the date this Proxy Statement was printed. It is the intention of the persons named in the proxy card to vote in accordance with their best judgment on any such matter.

REQUIREMENTS FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR NEXT YEAR’S ANNUAL MEETING

Stockholders intending to present a proposal to be considered for inclusion in the proxy statement for our 2027 Annual Meeting of Stockholders must submit a proposal that is received at our principal executive offices no later than December 31, 2026, which is the 120th day prior to the first anniversary we released this Proxy Statement to our stockholders for the 2026 Annual Meeting of Stockholders. Proposals must be sent via registered, certified, or express mail (or other means that allows the stockholder to determine when the proposal was received by our Corporate Secretary) to our Corporate Secretary at Palvella Therapeutics, Inc., 353 W. Lancaster Ave, Suite 200, Wayne, PA 19087. Proposals must contain the information required under our Bylaws, a copy of which is available upon request to our Corporate Secretary, and also must comply with the SEC’s regulations regarding the inclusion of stockholder proposals in Company-sponsored proxy materials.

Stockholders intending to present a proposal or nominate a director for election at our 2027 Annual Meeting of Stockholders without having the proposal or nomination included in our Proxy Statement must comply with the requirements set forth in our Bylaws. Our Bylaws require, among other things, that our Corporate Secretary receive the proposal or nomination no earlier than the close of business on the 120th day, and no later than the close of business on the 90th day, prior to the first anniversary of the preceding year’s Annual Meeting. Accordingly, for our 2027 Annual Meeting of Stockholders, our Corporate Secretary must receive the proposal or nomination no earlier than February 10, 2027 and no later than the close of business on March 12, 2027. However, if we change the date of the 2027 Annual Meeting of Stockholders by more than 30 days before or 30 days after the anniversary of this year’s Annual Meeting, stockholder proposals must be received no later than the close of business on the later of the 90th day prior to the scheduled date of the meeting and the tenth day following the day on which public notice of the meeting was first made. Proposals must contain the information required under our Bylaws, a copy of which is available upon request to our Corporate Secretary. If the stockholder does not meet the applicable deadlines or comply with the requirements of SEC Rule 14a-4, we may exercise discretionary voting authority under proxies we solicit to vote, in accordance with our best judgment, on any such proposal. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 no later than April 30, 2027.

STOCKHOLDER COMMUNICATIONS TO THE BOARD

Stockholders and other interested parties may communicate with our Board by writing to Palvella Therapeutics, Inc., 353 W. Lancaster Ave, Suite 200, Wayne, PA 19087, Attn: Corporate Secretary. Communications intended for a specific director or directors should be addressed to their attention to the Corporate Secretary at the address provided above. Communications received from stockholders are forwarded directly to Board members as part of the materials mailed in advance of the next scheduled Board meeting following receipt of the communications. Our Board has authorized the Corporate Secretary, in his discretion, to forward communications on a more expedited basis if circumstances warrant or to exclude a communication if it is illegal, unduly hostile or threatening, or similarly inappropriate. Advertisements, solicitations for periodical or other subscriptions, and other similar communications generally will not be forwarded to the directors.

AVAILABILITY OF MATERIALS

Our 2025 Annual Report, including the consolidated financial statements and financial statement schedules, has been filed with the SEC and provides additional information about us, which is incorporated by reference herein. It

is available on the internet athttp://palvellatx.com and is available in paper form (other than exhibits thereto) by first class mail or other equally prompt means to beneficial owners of our common stock, without charge, upon written request to Palvella Therapeutics, Inc., 353 W. Lancaster Ave, Suite 200, Wayne, PA 19087, Attn: Corporate Secretary. In addition, it is available to beneficial and record holders of our common stock athttps://www.edocumentview.com/PVLA.

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

AMENDMENT NO. 1

TO THE

2024 EQUITY INCENTIVE PLAN

WHEREAS, Palvella Therapeutics, Inc. (the “Company”) maintains the Palvella Therapeutics, Inc. 2024 Equity Incentive Plan (the “Plan”), which was previously adopted by the Board of Directors of the Company (the “Board”) and approved by the Company’s stockholders;

WHEREAS, the Board believes that the number of Shares (as defined in the Plan) remaining available for issuance under the Plan has become insufficient for the Company’s anticipated future needs under the Plan;

WHEREAS, the Board has determined that it is advisable and in the best interest of the Company and its stockholders to amend the Plan to increase the aggregate number of Shares reserved for issuance thereunder by 750,000 shares; and

WHEREAS, Section 11 of the Plan provides that the Board may amend the Plan at any time, subject to certain conditions set forth therein.

NOW, THEREFORE:

Section 3(a) of the Plan is hereby deleted it in its entirety and replaced with the following:

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“(a)Shares Subject to the Plan. Subject to adjustment as provided in this Section 3(a), Section 3(d), and in Section 3(e) of the Plan, the maximum number of Shares that may be issued in respect of Awards under the Plan is the sum of: (i) 4,090,639 Shares, minus (ii) the number of Shares subject to Prior Plan Awards granted between September 12, 2024 and the Effective Date, plus (iii) up to 115,294 additional Shares subject to Prior Plan Awards to the extent they become available for reissuance pursuant to Section 3(c) hereof. Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued Shares or treasury shares.”

Effective Date of Amendment. This Amendment to the Plan shall become effective upon the date that it is approved by the Company’s stockholders in accordance with applicable laws and regulations.

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Other Provisions. Except as set forth above, all other provisions of the Plan shall remain unchanged.

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DATE APPROVED BY BOARD OF DIRECTORS: APRIL 27, 2026

DATE APPROVED BY STOCKHOLDERS:

Palvella Therapeutics Vote Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Online Go to www.investorvote.com/ PVLA or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/PVLA Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 2026 Annual Meeting Proxy Card T IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.T A Proposals — The Board of Directors recommend a vote FOR all the nominees listed, FOR Proposals 2, 3, 5 and 6, and 1 YEAR on Proposal 4. 1. lection of three director nominees to serve as Class III directors whose term will expire in 2029. For Withhold 01 - George M. Jenkins 02 - Todd C. Davis For Withhold 03 - John Doux, M.D. For Withhold 2 2. Ratification of the appointment of Ernst & Young as the Company’s independent registered public accounting firm for the 2026 fiscal year. For Against Abstain 3. pproval, on an advisory basis, of the compensation of the Company’s named executive officers. For Against Abstain 4. Approval, on an advisory basis, of the preferred frequency of future advisory votes on the compensation paid to the Company’s named executive officers. 1 YR 2 YRS 3 YRS Abstain 5. Approval of an amendment to the 2024 Equity Incentive Plan to increase the authorized shares issuable under the 2024 Plan by 750,000 shares. For Against Abstain 6. Approval of an adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve Proposal 5. For Against Abstain B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 1 U P X + 04995H

2026 Annual Meeting of Palvella Therapeutics, Inc. Stockholders The 2026 Annual Meeting of Stockholders of Palvella Therapeutics, Inc. will be held on June 10, 2026, at 11:00 AM EST, virtually via the Internet at https://meetnow.global/MZMQXWT. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders. The material is available at: www.edocumentview.com/PVLA Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/PVLA T IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.T Palvella Therapeutics, Inc. Notice of 2026 Annual Meeting of Stockholders Proxy Solicited by Board of Directors for Annual Meeting — June 10, 2026 Wesley H. Kaupinen and Matthew E. Korenberg, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Palvella Therapeutics, Inc. to be held on June 10, 2026 at 11:00 AM EST or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the Board of Directors, FOR items 2, 3, 5 and 6, and 1 YEAR on item 4. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side) C Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. +