Biohaven Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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BIOHAVEN LTD.

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To Our Shareholders,

2025 was a year of deliberate focus and execution at Biohaven. We advanced programs with strong scientific foundations, sharpened our strategic priorities, and reinforced financial discipline—while remaining deeply committed to our mission of delivering transformative therapies for patients. Our progress in 2025 and into the new year strengthens our confidence in Biohaven’s strategy and our ability to create durable long-term shareholder value.

Revolutionizing the Inflammation and Immunology Treatment Paradigm Through Extracellular Protein Degradation

Our most significant advances in 2025 came from our MoDE and TRAP extracellular protein degrader platform, which remains the central pillar of our long-term strategy in inflammation and immunology. These technologies enable the selective, rapid removal of disease-causing circulating proteins while preserving healthy immune function—representing a fundamentally new approach to treating immune-mediated disease.

Key achievements include:

•IgA Nephropathy (BHV-1400): First dosing in IgAN patients resulted in early observations of both biomarker and clinical responses, including selective lowering of disease-causing Gd-IgA1, improvements in proteinuria, hematuria, fatigue, and kidney function. These results build on strong Phase 1 data demonstrating rapid and sustained reductions in Gd-IgA1 exceeding 80% after a single subcutaneous dose. A pivotal study is expected to initiate in early 2026.

•Graves’ Disease (BHV-1300): First-in-patient clinical experience demonstrated complete suppression of pathogenic TSH receptor–stimulating antibodies with normalization of thyroid hormone levels within weeks. Together with best-in-class IgG reductions observed in healthy volunteers, these data support our plan to initiate a pivotal study in 2026.

With this program, we are entering a new era ofprecision immunology, and Biohaven has the most advanced technologies in clinical testing to lead the way. There is no other immunologic-modulating platform that targets disease through extracellular protein degradation in the way that our MoDE and TRAP degraders do. We are the first in the clinic to harness the body’s natural clearance mechanisms to selectively remove disease-causing proteins—effectively plucking out the pathogenic drivers of disease while leaving the rest of the immune system intact. For patients, this approach has the potential to fundamentally change their treatment outlook: faster results, fewer tradeoffs, and therapies that can be administered simply and safely at home. Just as we helped define a new treatment paradigm with Nurtec by targeting disease biology with precision and scalability, we believe extracellular protein degradation has the potential to create a similarly transformative opportunity across multiple large immune-mediated diseases.

Importantly, themarket opportunity for extracellular protein degradation is significant. As we think about what Biohaven achieved with Nurtec—creating a new category, expanding access, and reaching millions of patients globally—we see a similar opportunity for our degrader platform to transform treatment standards across multiple indications over time. While still early, we believe this platform has the potential to be afoundational, multi-billion-dollar franchise that drives long-term growth and impact.

Advancing a Differentiated Epilepsy Franchise

Ourselective Kv7 ion channel activator, opakalim, continues to demonstrate the potential to be a paradigm-shifting therapy for focal epilepsy.

Highlights include:

•In an ongoing open-label extension study, themajority of participants treated for at least six months achieved ≥50% reductions in seizure frequency compared to pretreatment baseline.

•Opakalim waswell tolerated, with a low incidence of central nervous system adverse events, representing a highly differentiated safety profile relative to other antiseizure medicines.

We believe opakalim addresses a significant unmet need for effective seizure control without the burden of limiting side effects, and we expect to deliver pivotal results in 2026.

Targeting High-Quality Weight Loss in Obesity

Our third key program, taldefgrobep alfa, reflects our commitment to pursuing differentiated biology in large, underserved markets.

Key developments include:

•Initiation of a Phase 2 proof-of-concept study in obesity in the fourth quarter of 2025, with topline results expected in 2026.

•A unique mechanism designed toreduce fat mass while increasing lean muscle and bone density, supported by favorable Phase 1 body composition data and a strong safety record across more than 700 participants.

We believe taldefgrobep has the potential to redefine what constitutes meaningful and sustainable weight loss and to address important limitations of existing therapies.

Demonstrating Platform Breadth in Oncology

In oncology, recent clinical results further demonstrate thebreadth and versatility of Biohaven’s science beyond our core immunology focus. Our Trop2 ADC is demonstrating a highly differentiated profile in regard to safety and efficacy in initial clinical testing, and our FGFR3 targeting ADC is the first of its kind in clinical testing.

Key updates include:

•BHV-1510 (Trop2 ADC): Continued clinical activity observed in non-small cell lung, endometrial, and urothelial cancers, including confirmed responses in heavily pretreated patients, with a differentiated and manageable safety profile. Compelling preliminary efficacy has been shown at the 2.5mg/kg Q3W dosing in combination with anti-PD(L)1 with confirmed overall response rate of 73% (8/11). Notably, BHV-1510 is thefirst and only Trop2 ADC in the clinic with the potential for subcutaneous administration, reflecting a design philosophy consistent with our patient-centric approach.

•BHV-1530 (FGFR3 ADC): Ongoing dose escalation continues without dose-limiting toxicities to date, supporting further development in FGFR3-driven malignancies and we are now exploring doses in the expected therapeutic range.

These encouraging results reinforce thedepth of Biohaven’s discovery and translational capabilities. Given the strength of the data and the capital requirements of oncology development, we will continue evaluating strategic partnership opportunities and other creative pathways to best advance these programs while maximizing value for shareholders.

Sustaining Innovation Through Discovery

Our discovery engine continues to generate the next wave of innovation, advancing multiple novel programs with the potential for future clinical development or strategic partnering, including:

•BHV-1955 for tinnitus targeting the oxytocin receptor,

•BHV-2120, a brain-penetrant TRPM3 inhibitor for epilepsy,

•BHV-8555, targeting alpha-synuclein aggregation in Parkinson’s disease, and

•BHV-8100, a PKM2 activator for neurodegenerative disorders and aging.

These programs reflect our commitment to sustained innovation while maintaining a disciplined and intentional cadence of advancement.

Financial Discipline and Strategic Focus

In parallel with pipeline progress, weredoubled our commitment to financial discipline:

•Implemented strategic portfolio and cost-optimization measures to prioritize investment in our three highest-value, late-stage programs.

•Aligned spending with clear development milestones while preserving flexibility for future opportunities.

•Strengthened our balance sheet through disciplined capital raising and strategic financing initiatives.

This approach positions Biohaven to efficiently execute through upcoming milestones while maintaining optionality across our broader portfolio.

Looking Ahead

As we enter 2026, we believe Biohaven is well positioned to deliver multiple value-creating milestones, including:

•Initiation of pivotal studies for our lead TRAP and MoDE degraders,

•Pivotal data readouts for opakalim in focal epilepsy, and

•Topline Phase 2 results for taldefgrobep in obesity.

Our strategy is clear, our science is strong, and our team is deeply motivated by the patients we serve. We are working toward a future in which disease is precisely targeted, treatments are simpler and safer, and meaningful impact can be delivered at scale. Days matter for patients waiting—and the year ahead promises to be one of continued progress.

Thank you for your continued trust and support.

Sincerely,

Vlad Coric, M.D.

Chairman and Chief Executive Officer

Biohaven Ltd.

Vlad Coric, M.D., Chair and Chief Executive Officer

BIOHAVEN LTD.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held On Tuesday, April 28, 2026

Dear Shareholder:

The Annual Meeting of Shareholders (the "Annual Meeting") of Biohaven Ltd., or the Company, will be held at the Rosewood Little Dix Bay, Lee Road, Virgin Gorda, British Virgin Islands VG 1150, on Tuesday, April 28, 2026 at 10:00 a.m. local time for the following purposes:

1. To elect the Board of Directors' nominees:

(a) Michael T. Heffernan

(b) Irina Antonijevic, M.D., Ph.D., and

(c) Robert J. Hugin

to the Board of Directors to hold office until the 2029 Annual Meeting of Shareholders;

2. To ratify the selection by the audit committee of the Board of Directors of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026;

3. To approve, on an advisory basis, the compensation of our named executive officers, which we refer to as the Say-on-Pay vote; and

4. To conduct any other business properly brought before the Annual Meeting.

These items of business are more fully described in the Proxy Statement accompanying this notice. All shareholders are invited to attend the Annual Meeting in person. The record date for the Annual Meeting is March 3, 2026. Only shareholders of record at the close of business on that date are entitled to notice of and to vote at the meeting or any adjournment thereof.

We are delivering proxy materials for the Annual Meeting under the “Notice and Access” rules of the Securities and Exchange Commission (the “SEC”). These rules permit us to furnish proxy materials, including the attached Notice of Annual Meeting, Proxy Statement and our 2025 annual report to shareholders, to our shareholders by providing access to those documents on the Internet instead of mailing printed copies. The rules also allow us to help the environment by reducing the consumption of paper, energy and other natural resources and to lower printing and distribution expenses paid by the Company. Our shareholders will receive a Notice of Internet Availability of Proxy Materials (the “Notice”), which provides instructions on how to access and review all of our proxy materials on the Internet. Our shareholders will not receive printed copies unless they request them. The Notice also explains how you may submit your proxy on the Internet.

Important Notice Regarding the Availability of Proxy Materials for the Shareholders’ Meeting to Be Held on April 28, 2026 at 10:00 a.m. local time at the Rosewood Little Dix Bay, Lee Road, Virgin Gorda, British Virgin Islands VG 1150.The proxy statement and annual report to shareholders are available at www.proxyvote.com.

By Order of the Board of Directors,

Douglas Gray

Corporate Secretary

Road Town, Tortola, British Virgin Islands

March 13, 2026

You are cordially invited to attend the Annual Meeting in person. Whether or not you expect to attend the Annual Meeting, please vote by phone or online as instructed in these materials, as promptly as possible in order to ensure your representation at the Annual Meeting. If you received printed proxy materials and wish to vote by mail, please complete, date, sign and return your proxy card in the enclosed envelope (which is postage prepaid if mailed in the United States). Even if you have voted by proxy, you may still vote in person if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.