VTv Therapeutics : 2024 Notice of Annual Meeting and Proxy Statement

VTV THERAPEUTICS INC.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD June 11, 2024

Information Concerning Solicitation and Voting

This Proxy Statement is fur nished to the holders of our Class A common stock and Class B common stock in connection with the solicitation of proxies on behalf of the Board of Directors of vTv Therapeutics, Inc. (the "Company" "we", "us" and "our") for use at the Annual Meeting of Stockholders to be held on June 11, 2024, at 9:00 a.m. Eastern time as

1. virtual-onlymeeting that will be held via live audio webcast, or for use at any adjournment or postponement thereof, for the

purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders . Only stockholders of record at the close of business on April 15, 2024 (the "record date"), are entitled to notice of and to vote at our Annual Meeting of

Stockholders (the "Annual Meeting").

We have elected to provide access to our proxy materials over the Internet under the U. S. Securities and Exchange Commission' s "notice and access" rules. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials instead of paper copies of this Proxy Statement and our Annual Report of Form 10-K for the year ended December 31, 2023 ("2023 Annual Report"). The Notice contains instructions on how to access those documents over the Internet. The Notice also contains instructions on how stockholders can receive a paper copy of our proxy materials including this Proxy Statement, our 2023 Annual Report and a proxy card or voting instruction form. We believe that

providing our proxy materials over the Internet increases the ability of our stockholders to connect with the information they need, while reducing the environmental impact and cost of our Annual Meeting.

Each holder of our Class A common stock and Class B common stock is entitled to one vote for each share held as of

the record date with respect to all matters that may be considered at the Annual Meeting. Stockholder votes will be tabulated by persons appointed by the Board of Directors to act as inspectors of election for the Annual Meeting.

We bear the expense of soliciting proxies . Our directors, officers, or employees may also solicit proxies personally or by telephone, telegram, facsimile, or other means of communication. We do not intend to pay additional compensation for

doing so . In addition, we might reimburse brokers, banks, and other nominees for their expenses in forwarding soliciting materials to those beneficial owners of our Class A common stock and Class B common stock

1

QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING

Q: Why am I receiving these proxy materials?

A: We are fur nishing you these proxy materials in connection with the solicitation of proxies on behalf of our Board of Directors for use at the Annual Meeting. This Proxy Statement includes information that we are required to provide under the rules of the Securities and Exchange Commission (the "SEC") and is designed to assist you in voting your

shares

Proxies in proper form received by us at or before the time of the Annual Meeting will be voted as specified. Stockholders may specify their choices by marking the appropriate boxes on your proxy card. If a proxy card is dated, signed and returned without specifying choices, the proxies will be voted in accordance with the recommendations of the Board of Directors set forth in this Proxy Statement, and, in their discretion, upon such other business as may properly come before the Annual Meeting. Business transacted at the Annual Meeting will be confined to the purposes stated in the Notice of Annual Meeting of Stockholders . Shares of our Class A common stock and Class B common stock cannot be voted at the Annual Meeting unless the holder is present or represented by proxy.

Q: Who may vote at the Annual Meeting?

1. The Board of Directors set April 15, 2024, as the record date for the Annual Meeting. If you owned shares of our Class A common stock or Class B common stock at the close of business on April 15, 2024, you may attend and vote at the Annual Meeting. On all matters to be voted on, each stockholder is entitled to one vote for each share of Class A common stock and one vote for each share of Class B common stock held by such stockholder. As of April 15, 2024, there were 2,432,857 shares of our Class A common stock and 577,349 shares of our Class B common stock outstanding and entitled to vote at the Annual Meeting.

Q: Are any stockholders entitled to nominate any directors for election to the Board of Directors?

1. Based upon certain agreements entered into by the Company at the time of its initial public offering ("IPO") in 2015 and a financing completed in February 2024, certain investors have the right to nominate directors for election to the Board of Directors.
   Under the Investor Rights Agreement, dated as of July 29, 2015, as amended by the First Amendment to Investor Rights Agreement the ("First Amendment"), dated as of February 27, 2024 (as so amended, the "Amended Investor Rights Agreement"), M&F TPP Holdings Two LLC, as successor in interest to vTv Therapeutics Holdings LLC ("M&F") and an affiliate of MacAndrews & Forbes Incorporated (together with its affiliates other than vTv Therapeutics Inc "MacAndrews"), has the right to designate as nominees (the "MacAndrews Nominees") two of the seven director nominees for election to the Board of Directors so long as certain MacAndrews parties continue to beneficially own in the aggregate at least 50% of the shares of common stock of the Company owned by them as of the date of the First Amendment. Mr. Nelson and Dr. Al Marzooqi, who are presently serving as directors and are named in this Proxy Statement for re-election to the Board of Directors at the Annual Meeting, are MacAndrews Nominees
   Under the Securities Purchase Agreement dated February 27, 2024 (the "Securities Purchase Agreement"), the Company agreed that the lead investors named in the Securities Purchase Agreement had the right to nominate an aggregate of three directors for election to the Board of Directors, provided they continued to hold at least 50% of the shares and pre-funded warrants acquired via the Securities Purchase Agreement. Drs. Akkaraju, Cheong and Phillips who are presently serving as directors and are named in this Proxy Statement for re-election to the Board of Directors at the Annual Meeting, are the nominees of the lead investors.

Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?

1. If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company LLC, you are considered, with respect to those shares, a stockholder of record. As a stockholder of record, you have the right to vote during the virtual Annual Meeting if you have registered
   If your shares are held by a broker, bank or other nominee, you are considered the beneficial owner of shares held in street name. In that case, the proxy materials have been forwarded to you by your broker, bank or other nominee who

2

is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares by using the voting instructions included in the

proxy materials.

Q: What is the quorum requirement for the Annual Meeting?

A: A majority of our outstanding shares of capital stock entitled to vote as of the record date must be present at the

Annual Meeting in order for us to hold the Annual Meeting and conduct business. This is called a quorum. Your shares will be counted as present at the Annual Meeting if you:

• Are present and entitled to vote at the Annual Meeting; or
• Properly submit a proxy card or voter instruction card.

If you are present or represented by proxy at the Annual Meeting but withhold your vote or abstain from voting on any or all proposals, your shares are still counted as present and entitled to vote. Each of the proposals listed in this Proxy Statement identifies the votes needed to approve the proposed action.

Q: What proposals will be voted on at the Annual Meeting?

1. The three proposals to be voted on at the Annual Meeting are as follows:

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;

2. To approve the adoption of the vTv Therapeutics, Inc. 2024 Equity Incentive Plan (the "2024 Equity Incentive Plan") ; and

3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

We will also consider any other business that properly comes before the Annual Meeting. As of the record date, we are

not aware of any other matters to be submitted for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the proxy named in the proxy card or voter instruction card will vote the

shares

Q: What is the vote required for each proposal and what are my voting choices?

A: With respect to Proposal 1, the election of directors, you may vote FOR or WITHHOLD. A plurality of the votes cast is required to be elected as a director. A "plurality of the votes cast" means that the seven director nominees that receive the greatest number of votes cast "FOR" will be elected. If you WITHHOLD from voting on any of the nominees presented in Proposal 1, the withhold vote will have no effect on the outcome of the vote .

With respect to Proposal 2, you may vote FOR or AGAINST the approval of the 2024 Equity Incentive Plan, or you may indicate that you wish to ABSTAIN from voting on the proposal. The proposal requires the affirmative vote of a

majority in voting power of shares of stock present in person or represented by proxy and entitled to vote on the proposal. If you ABSTAIN from voting, it will have the same effect as a vote AGAINST the proposal

With respect to Proposal 3, you may vote FOR or AGAINST the proposal, or you may indicate that you wish to ABSTAIN from voting on the proposal. The proposal requires the affirmative vote of a majority in voting power of shares of stock present in person or represented by proxy and entitled to vote on the proposal. If you ABSTAIN from voting, it will have the same effect as a vote AGAINST the proposal

Q: How does our Board of Directors recommend that I vote?

A: Our Board of Directors recommends that you vote:

1. FOR the election of the seven director nominees named in this Proxy Statement.

2. FOR the approval of the 2024 Equity Incentive Plan

3. FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

3

Q: What is the effect of a broker non-vote?

A: Brokers, banks or other nominees who hold shares for a beneficial owner have the discretion to vote only on proposals

that are considered to be "routine" when they have not received voting instructions from a beneficial owner of shares at least 10 days prior to the Annual Meeting. A broker non-vote occurs when a broker, bank or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares We believe Proposals 1 and 2 will be considered non-routine, meaning brokers, banks and other nominees will not have discretionary authority to vote on these matters, while Proposal 3 will be considered a routine matter and brokers banks and other nominees will have discretionary voting authority with respect to such proposal. Therefore, broker non-votes will occur with respect to Proposals 1 and 2 if you do not instruct your broker, bank or other nominees how to vote your shares, but any such broker non-votes will not affect the voting on Proposals 1 and 2 because they are not considered entitled to vote on such matters . We do not expect to receive broker non-votes on Proposal 3 because broker, banks and other nominees will have discretionary authority to vote uninstructed shares on this proposal, but to the extent broker non-votes are recorded they will have no effect on Proposal 3.

Q: Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of Proxy Materials?

A: Pursuant to rules adopted by the SEC we have elected to provide access to our proxy materials over the Internet Accordingly, on or about April 25, 2024, we have sent you a Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability"), because the Board of Directors is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the Annual Meeting. The Notice of 2024 Annual Meeting of Stockholders (the "Notice of Annual Meeting"), this Proxy Statement and proxy card or, for shares held in street name (held for your account by a broker, bank or other nominee), voting instruction form, and our 2023 Annual Report (collectively the "Proxy Materials"), are available to stockholders on our website at www.proxydocs. com/vtvt. The Notice of Internet Availability will provide instructions as to how stockholders may access and review the Proxy Materials or, alternatively, how to request that a copy of the Proxy Materials, including a proxy card, be sent to them

by mail. The Notice of Internet Availability will also provide voting instructions . Please note that website addresses referenced herein are intended to provide inactive, textual references only, and the information on these websites is not

incorporated by reference in or considered to be a part of this document.

Q: Can I access these Proxy Materials on the Internet?

1. Yes. The Notice of Annual Meeting , Proxy Statement, and 2023 Annual Report are available for viewing and

downloading at www.proxydocs. com/vtvt. They are also available under the sections of our website

1. vtvtherapeutics. com, Media and Investors-FinancialInformation-SEC Filings and Media and Investors- Financial Information-Annual Reports & Proxy as well as through the SEC's EDGAR system at www. sec.gov. All materials will remain posted on www.proxydocs. com/vtvt at least until the conclusion of the Annual Meeting.

Q: How may I register to attend the Annual Meeting?

1. In order to attend the Annual Meeting, vTv stockholders of record as of April 15, 2024, must register in advance by accessing www.proxydocs. com/vtvt. During the registration process, you may submit a question regarding the business of the meeting. Questions submitted in advance will be answered depending on the availability of time and members of management present at the Annual Meeting. After completing your registration, further instructions including a link to access the Annual Meeting, will be emailed to you.

Q: How do I attend the Annual Meeting?

A: In order to attend the Annual Meeting, vTv stockholders of record as of April 15, 2024, must register in advance by accessing www.proxydocs. com/vtvt as discussed in the question "How may I register to attend the Annual Meeting" above. Online access to the Annual Meeting will begin 15 minutes prior to the meeting start time of 9:00 a.m. Eastern time on June 11, 2024. To be admitted to the Annual Meeting's live webcast, you must have previously registered at

1. proxydocs. com/vtvt.

4

Q: How may I vote my shares at the Annual Meeting?

A: If your shares were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, on the

record date, you are considered, with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to vote during the live webcast of the Annual Meeting. If your shares are held by a broker, bank or other nominee, you are considered the beneficial owner of shares held in street name. As the beneficial owner, you are also invited to attend the Annual Meeting. Because a beneficial owner is not the stockholder of record, you may not vote these shares during the live webcast of the Annual Meeting unless you obtain a "legal proxy" from the broker, bank or other nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting. Please contact your broker, bank or other nominee if you wish to obtain such a "legal proxy"

To vote during the live webcast of the Annual Meeting, you must first register at www.proxydocs. com/vtvt. Upon completing your registration, you will receive fur ther instructions via email, including your unique link that will allow you access to the Annual Meeting and to submit questions during the meeting. Please be sure to follow instructions found on your proxy card and/or voting instruction form and subsequent instructions that will be delivered to you via email. Stockholders will be able to attend via the Annual Meeting platform beginning at 8:45 a.m. (Eastern time) on June 11, 2024, pursuant to the unique access instructions they receive following their registration at www.proxydocs. com/vtvt.

Q: How can I vote my shares without attending the Annual Meeting?

1. If your shares are held by a broker, bank or other nominee, they should send you instructions that you must follow in order to have your shares voted. If you hold shares in your own name, you may vote by proxy in any one of the following ways:
2. • Via the Internet by accessing the Proxy Materials on the secured website www.proxypush.com/vtvt and following the voting instructions on that website; or
   • Via telephone by calling toll free 866-240-5352 and following the recorded instructions; or
   • Via mail by completing, dating, signing and returning the proxy card in the postage-paid envelope provided to you.

Even if you plan to attend the live webcast of the Annual Meeting, we encourage you to vote in advance by Internet, telephone or mail so that your vote will be counted if you later decide not to attend the Annual Meeting.

The Internet and telephone voting procedures are designed to authenticate stockholders' identities by use of a control

number to allow stockholders to vote their shares and to confirm that stockholders' instructions have been properly recorded. Voting via the Internet or telephone must be completed before the commencement of the Annual Meeting at 9:00 a.m. Eastern time on June 11, 2024 . Of course, as described in the immediately preceding question and answer you can always attend the live webcast of the Annual Meeting and vote your shares at that time. If you submit or return

1. proxy card without giving specific voting instructions, your shares will be voted as recommended by the Board of Directors, as permitted by law.

Q: How can I change my vote after submitting it?

1. If you are a stockholder of record, you can revoke your proxy before your shares are voted at the Annual Meeting by:
2. • Filing a written notice of revocation bearing a later date than the proxy with our Secretary at 3980 Premier Drive, Suite 310, High Point, North Carolina 27265 at or before the taking of the vote at the Annual Meeting; or
   • Duly executing a later-dated proxy relating to the same shares and delivering it to our Secretary at 3980 Premier Drive, Suite 310, High Point, North Carolina 27265 at or before the taking of the vote at the Annual Meeting; or
   • Attending the Annual Meeting and voting during the live webcast (although attendance during the live webcast of the Annual Meeting will not in and of itself constitute a revocation of a proxy); or
   • If you voted by telephone or via the Internet, voting again by the same means prior to the commencement of the Annual Meeting at 9:00 a.m. Eastern time on June 11, 2024 (your latest telephone or Internet vote, as applicable, will be counted and all earlier votes will be disregarded)

5

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank or other nominee that is the record holder of your shares . You may also vote at the Annual Meeting if you obtain a legal proxy from them.

Q: Where can I find the voting results of the Annual Meeting?

A: We will announce the preliminary voting results at the Annual Meeting. We will publish the results in a Current Report on Form 8-K filed with the SEC within four business days of the Annual Meeting. If the official results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available.

Q: For how long can I access the Proxy Materials on the Internet?

1. The Notice of Annual Meeting, Proxy Statement, and 2023 Annual Report, will remain posted on ww.proxydocs. com/ vtvt until the conclusion of the Annual Meeting, and also are and will remain available, free of charge, in PDF and HTML format under the Media and Investors-Financial Information-SECFilings section of our website at www.vtvtherapeutics. com as well as on the SEC's website, www. sec.gov.

Q: What are the implications of being a "smaller reporting company?"

1. We are a "smaller reporting company" as that term is defined in Rule 12b-2 under the Securities Exchange Act of 1934 (the "Exchange Act") and therefore are permitted to take advantage of certain reduced reporting requirements. We provide in this Proxy Statement the scaled disclosure permitted, including certain executive compensation disclosures required by a smaller reporting company. We will continue to qualify as a smaller reporting company as long as 1) our public float is less than $250 million, or 2) we have less than $100 million in annual revenues and public float of less than $700 million.

6