Atea Pharmaceuticals 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. )

Filed by the Registrant

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Filed by a Party other than the Registrant

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Check the appropriate box:

ATEA PHARMACEUTICALS, INC.

(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):

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Atea Pharmaceuticals, Inc., a Delaware corporation (“Atea,” the “Company,” “we,” “our” or “us”).

These items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting. We will also consider and transact any other business that may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.

WHO CAN VOTE AND PARTICIPATE

Holders of record of Atea common stock as of the close of business on May 8, 2025, therecord date fixed by the Board of Directors (the “Board”), are entitled to notice of, and to vote at, the Annual Meeting, and at any continuations, adjournments or postponements thereof. A complete list of such stockholders will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for a purpose germane to the Annual Meeting by sending an email to contactus@ateapharma.com stating the purpose of the request and providing proof of ownership of Atea common stock. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.

HOW TO PARTICIPATE IN THE VIRTUAL ANNUAL MEETING

To participate in the virtual Annual Meeting, visit http://www.virtualshareholdermeeting.com/AVIR2025 and enter the 16-digit control number on your proxy card or on the instructions that accompanied your proxy materials.

HOW TO VOTE

Further information and instructions regarding the Annual Meeting, the voting process, the quorum and the required votes for the approval of each of the proposals can be found in the “Questions & Answers About The 2025 Annual Meeting Of Stockholders” section starting on page 69. Whether or not you plan to attend the Annual Meeting, it is important toread the Proxy Statement in its entirety and then cast your vote as promptly as possible.

YOUR VOTE IS IMPORTANT

Even if you plan to attend the Annual Meeting, we urge you to vote your shares as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. If you choose to attend the Annual Meeting, you may vote your shares electronically, even if you have previously voted or returned your proxy by any of the methods described in the Proxy Statement.

By Order of the Board of Directors,

Andrea Corcoran

Chief Financial Officer, Executive Vice President, Legal and Secretary

Boston, Massachusetts

Letter from the Board

Dear Fellow Stockholders,

On behalf of the Board of Directors of Atea Pharmaceuticals (“Atea” or the “Company”), we are pleased to invite you to attend Atea’s 2025 Annual Meeting of Stockholders (“Annual Meeting”). More details on the Annual Meeting can be found in the enclosed notice and proxy materials.

In 2024, Atea made significant progress across our strategic priorities and delivered on our commitments to our stockholders. Thanks to the hard work and dedication of our Atea team, we advanced our program evaluating our regimen of bemnifosbuvir and ruzasvir and remain highly optimistic about our regimen’s potential to be best-in-class and a disruptor of the approximately $3 billion global market for the treatment of chronic Hepatitis C virus (“HCV”). The results of our Phase 2 clinical trial evaluating this regimen demonstrated a 98% sustained virologic response rate at 12 weeks post treatment in theper-protocol treatment adherent patient population after 8 weeks of treatment. The regimen was generally well-tolerated with no drug-related serious adverse events or treatment discontinuations. Propelled by these results, we have recently initiated our global HCV Phase 3 program, with patient enrollment commencing and the first patient being dosed earlier this month.

In addition, the Atea Board of Directors has taken decisive actions to enhance long-term stockholder value. In the fourth quarter of 2024, Atea engaged an independent global investment bank to assist the Company in identifying potential value-creating strategic opportunities. The process includes a review of a broad range of potential strategic alternatives, including strategic partnerships, acquisition, merger, or other business combinations, sale of assets or other strategic transactions. In the first quarter of 2025, Atea reduced its workforce by approximately 25% and expects to realize associated cost savings of approximately $15 million through 2027. In April 2025, Atea announced a $25 million stock repurchase program.

Our Board and management team remain steadfast in our commitment to upholding high standards of corporate governance. Reflecting this focus, the Board has taken meaningful steps to support the continued execution of our long-term value creation strategy which is designed to benefit our business, stockholders and all other stakeholders. Earlier this year, the Company appointed Arthur S. Kirsch to the Board and the Board has recently elected Howard H. Berman, PhD, to the Board, effective immediately following the Annual Meeting. Mr. Kirsch brings decades of experience in investment banking and capital markets, along with extensive knowledge of the healthcare and life sciences industries, and Dr. Berman brings a valuable combination of scientific knowledge and business acumen acquired through more than 20 years of experience in the life science industry, including as a founder and chief executive officer of a public biotechnology company.

The enclosed 2025 Proxy Statement contains important information about the matters to be voted on at the Annual Meeting. These proposals include the election of directors, the ratification of our independent registered public accounting firm and the approval on an advisory (non-binding) basis of the compensation of our named executive officers. Your vote is critical in shaping Atea’s future, and we encourage you to participate, whether by attending the Annual Meeting virtually or by voting via proxy.

Your engagement and feedback are invaluable to us, and we appreciate your trust and investment in Atea. On behalf of the entire Board of Directors and our management team, thank you for your continued support of Atea.

Jean-Pierre Sommadossi, PhD

Chairman of the Board of Directors

Chief Executive Officer