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vTv Therapeutics Inc

For the period ended Jun 10, 2025. Filed Apr 25, 2025.

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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.

Jun 10, 2025 · Filed Apr 25, 2025

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VTVT$21.03-3.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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:

☐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 Pursuant to §240.14a-12.

vTv Therapeutics Inc.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒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

3980 Premier Drive, Suite 310

High Point, North Carolina 27265

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 10, 2025

To the Stockholders of vTv Therapeutics Inc.:

Notice is hereby given that the Annual Meeting of Stockholders of vTv Therapeutics Inc. will be held on June 10, 2025, at 9:00 a.m. Eastern time as a virtual-only meeting that will be held via live audio webcast with no physical in-person meeting. The meeting is called for the following purposes:

  1. To elect the seven director nominees named in the Proxy Statement to serve until our next annual meeting or until their successors have been duly elected and qualified; and

  2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

We will also consider and take action upon such other matters as may properly come before the meeting or any adjournment or postponement thereof.

These mattersare more fully described in the Proxy Statement accompanying this Notice.

To participate in the Annual Meeting virtually via the Internet, please visit www.virtualshareholdermeeting.com/VTVT2025. Because the Annual Meeting is being held virtually only, you will not be able to attend the Annual Meeting in person.

If you were a stockholder of record of vTv Therapeutics Inc. Class A common stock or Class B common stock as of the close of business on April 15, 2025, you are entitled to receive this Notice and vote at the Annual Meeting of Stockholders and any adjournments or postponements thereof. Our stock transfer books will not be closed. A list of the stockholders entitled to vote at the meeting may be examined at our principal executive offices in High Point, North Carolina during ordinary business hours or on a reasonably accessible electronic network as provided by applicable law in the 10-day period preceding the meeting and during the meeting for any purposes related to the meeting.

You are cordially invited to attend the meeting conducted via live webcast by visiting www.virtualshareholdermeeting.com/VTVT2025. You will not be able to attend the Annual Meeting in person. Whether or not you expect to attend, the Board of Directors respectfully requests that you vote your stock in the manner described in the Proxy Statement. You may revoke your proxy in the manner described in the Proxy Statement at any time before it has been voted at the meeting.

By Order of the Board of Directors of vTv Therapeutics Inc.,

Paul Sekhri

Chairman, President and Chief Executive Officer

High Point, North Carolina

April 25, 2025

VTV THERAPEUTICS INC.

Proxy Statement

for the

Annual Meeting of Stockholders

To Be Held June 10, 2025

TABLE OF CONTENTS

Page
Information Concerning Solicitation and Voting1
Questions and Answers about the 2025 Annual Meeting2
Proposal 1 – Election of Directors7
Executive Officers10
Corporate Governance Matters11
Director Compensation15
Executive Compensation17
Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm23
Audit Committee Report25
Security Ownership of Certain Beneficial Owners and Management26
Delinquent Section 16(a) Reports29
Certain Relationships and Related-Party Transactions29
Stockholder Proposals32
Householding Matters33
Other Matters33
How to Attend the Annual Meeting33
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.