Preliminary Proxy Statement - M&A (Form PREM14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

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:

Payment of Filing Fee (Check all boxes that apply):

PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION

 

Akero Therapeutics, Inc.

601 Gateway Boulevard, Suite 350

South San Francisco, CA 94080

[•], 2025

Dear Akero Therapeutics, Inc. Stockholder:

You are cordially invited to attend a special meeting of stockholders (which, together with any adjournments or postponements thereof, we refer to as the "Special Meeting") of Akero Therapeutics, Inc., a Delaware corporation (which we refer to as "Akero," "we," "us" or "our") to be held virtually via live webcast on [•], 2025, at [•], Eastern Time (unless the Special Meeting is adjourned or postponed). You may attend the Special Meeting via the Internet by live webcast at www.virtualshareholdermeeting.com/AKRO2025SM, where you will also be able to vote. Please note that you will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement, which is first being mailed on or about [•], 2025, to "attendance at the Special Meeting" or "present at the Special Meeting" mean virtually present at the Special Meeting. Formal notice of the Special Meeting, a proxy statement, and a proxy card accompany this letter.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (which we refer to, as it may be amended from time to time, as the "Merger Agreement"), dated October 9, 2025, by and among Akero, Novo Nordisk A/S, a Danish aktieselskab (which we refer to as "Novo" or "Parent"), and NN Invest Sub, Inc, a Delaware corporation and a direct or indirect wholly owned subsidiary of Parent (which we refer to as "Merger Sub"), including the form of contingent value rights agreement (which we refer to as the "CVR Agreement") to be entered into at or immediately prior to the effective time of the Merger by a direct or indirect wholly owned subsidiary of Parent designated in the CVR Agreement, a rights agent selected by Parent and reasonably acceptable to Akero and, solely with respect to Section 6.11 of the CVR Agreement, Parent, subject to changes permitted by the Merger Agreement (we refer to such proposal, collectively, as the "Merger Proposal"). At the Special Meeting, you will also be asked to consider and vote on a non-binding, advisory proposal to approve compensation that may be paid or become payable by Akero to its named executive officers in connection with the Merger (which we refer to as the "Compensation Proposal") and a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of the adoption of the Merger Agreement at the time of the Special Meeting (which we refer to as the "Adjournment Proposal").

Pursuant to the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Akero (which we refer to as the "Merger"), with Akero surviving the Merger as a wholly owned subsidiary of Parent. If you are an Akero stockholder and the Merger is completed, each of your Akero shares of common stock, par value $0.0001, (which we refer to as the "common stock"), will be converted into the right to receive (A) $54.00 per share, in cash, without interest (which we refer to as the "Closing Consideration") and (B) one contingent value right (which we refer to as a "CVR"), which shall represent the right to receive the Approval Milestone Payment (which we define in the section of this proxy statement captioned "Form of Contingent Value Rights Agreement"), without interest and subject to the terms and conditions set forth in the CVR Agreement (we refer to the consideration contemplated by (A) and (B), together, and in each case subject to any applicable withholding of taxes, as the "Merger Consideration") (unless you have properly demanded, and not subsequently withdrawn, failed to perfect or otherwise lost your appraisal rights, under Section 262 of the Delaware General Corporation Law (which we refer to as the "DGCL")).

Akero's board of directors (the "Board of Directors"), after careful consideration, including considering the factors more fully described in the enclosed proxy statement, has unanimously (1) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are advisable and fair to, and in the best interest of, Akero and its stockholders; (2) declared it advisable for Akero to enter into the Merger Agreement; (3) approved the execution,

delivery and performance by Akero of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Merger; (4) resolved that the Merger shall be governed by Section 251(c) of the DGCL, upon the terms and subject to the conditions set forth in the Merger Agreement; (5) resolved to recommend that Akero stockholders adopt the Merger Agreement at the Special Meeting; and (6) directed that the Merger Agreement be submitted to Akero stockholders for approval at a special meeting of Akero stockholders.

The Board of Directors unanimously recommends that you vote (1) "FOR" the Merger Proposal; (2) "FOR" the Compensation Proposal; and (3) "FOR" the Adjournment Proposal.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement (including the form of CVR Agreement, which is an exhibit to the Merger Agreement) and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement. The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. We encourage you to read the proxy statement and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information.

Whether or not you plan to attend the Special Meeting virtually, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone by following the instructions on the enclosed proxy card. If you are a stockholder of record, and you attend the Special Meeting and vote online during the Special Meeting, your vote will revoke any proxy that you have previously submitted.

If you hold your shares of our common stock in "street name," you should instruct your bank, broker or other nominee how to vote your shares of our common stock in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

Your vote is very important, regardless of the number of shares of our common stock that you own. We cannot complete the Merger unless the Merger Proposal is approved by the affirmative vote of the holders of a majority of the outstanding shares of our common stock at the close of business [•], which is the record date for the Special Meeting.

If you have any questions or need assistance voting your shares of our common stock, please contact our Proxy Solicitor:

Innisfree M&A Incorporated

Stockholders May Call Toll-Free: (877) 456-3402

Banks & Brokers May Call Collect: (212) 750-5833

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of this matter.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger, the adoption of the Merger Agreement or any other transaction described in the accompanying proxy statement, or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [•], 2025 and, together with the enclosed form of proxy card, is first being mailed on or about [•], 2025.

Akero Therapeutics, Inc.

601 Gateway Boulevard, Suite 350

South San Francisco, CA 94080

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD VIRTUALLY VIA THE INTERNET ON [•], 2025

Notice is hereby given that a special meeting of stockholders (including any adjournments or postponements thereof, which we refer to as the "Special Meeting") of Akero Therapeutics, Inc., a Delaware corporation (which we refer to as "Akero," "we," "us" or "our"), will be held on [•], 2025, at [•], Eastern Time (unless the Special Meeting is adjourned or postponed). Akero stockholders will be able to attend the Special Meeting via the Internet by live webcast at www.virtualshareholdermeeting.com/AKRO2025SM, where you will be also able to vote and submit your questions. Please note that you will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to "attendance at the Special Meeting" or "present at the Special Meeting" mean virtually present at the Special Meeting. The Special Meeting is being held for the following purposes:

Only Akero stockholders of record as of the close of business on [•], 2025 are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.

Your vote is very important, regardless of the number of shares of our common stock that you own. We cannot complete the Merger unless the Merger Proposal is approved by the affirmative vote of the holders of a majority of the outstanding shares of our common stock at the close of business [•], which is the record date for the Special Meeting.

The Board of Directors unanimously recommends that you vote (1) "FOR" the Merger Proposal; (2) "FOR" the Compensation Proposal; and (3) "FOR" the Adjournment Proposal.

Whether or not you plan to attend the Special Meeting virtually, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone by following the instructions on the enclosed proxy card. If you are a stockholder of record, and you attend the Special Meeting and vote online during the Special Meeting, your vote will revoke any proxy that you have previously submitted. If you hold your shares of our common stock in "street name," you should instruct your bank, broker or other nominee how to vote your shares of our common stock in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

Dated: [•], 2025

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING VIRTUALLY, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED; (2) VIA THE INTERNET; OR (3) BY TELEPHONE. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you hold your shares of our common stock in "street name," you should instruct your bank, broker or other nominee how to vote your shares of our common stock in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

If you are a stockholder of record, voting online during the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares of our common stock through a bank, broker or other nominee, you must obtain a "legal proxy" in order to vote online at the Special Meeting.

If you fail to (1) return your signed proxy card; (2) grant your proxy electronically over the Internet or by telephone; or (3) attend the Special Meeting and vote online during the meeting, your shares of our common stock will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote "AGAINST" the Merger Proposal, but will have no effect on the Compensation Proposal or the Adjournment Proposal.

We encourage you to read the accompanying proxy statement and its annexes, including all documents incorporated by reference into the accompanying proxy statement, carefully and in their entirety. If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of our common stock, please contact our Proxy Solicitor:

Innisfree M&A Incorporated

Stockholders May Call Toll-Free: (877) 456-3402

Banks & Brokers May Call Collect: (212) 750-5833

TABLE OF CONTENTS

SUMMARY

This summary highlights selected information from this proxy statement, which is first being mailed on or about [•], 2025, related to the merger of NN Invest Sub, Inc, a direct or indirect wholly owned subsidiary of Novo Nordisk A/S, with and into Akero Therapeutics, Inc., which we refer to as the "Merger," and may not contain all of the information that is important to you. To understand the Merger more fully and for a more complete description of the legal terms of the Merger, you should carefully read and consider this entire proxy statement, the annexes to this proxy statement and the documents that we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned "Where You Can Find More Information."

Except as otherwise specifically noted in this proxy statement, "Akero," "we," "us," "our" or the "Company" and similar words refer to Akero Therapeutics, Inc., a Delaware corporation, including, in certain cases, our subsidiary. Throughout this proxy statement, we refer to Novo Nordisk A/S, a Danish aktieselskab, as "Novo" or "Parent," and NN Invest Sub, Inc, a Delaware corporation, as "Merger Sub." In addition, throughout this proxy statement we refer to the Agreement and Plan of Merger, dated October 9, 2025, by and among Akero, Parent and Merger Sub, as it may be amended from time to time, as the "Merger Agreement" and the form of contingent value rights agreement attached to the Merger Agreement to be entered into at or immediately prior to the effective time of the Merger by a direct or indirect wholly owned subsidiary of Parent designated in the CVR Agreement (defined below), a rights agent selected by Parent and reasonably acceptable to Akero and, solely with respect to Section 6.11 of the CVR Agreement, Parent, subject to changes permitted by the Merger Agreement, as the "CVR Agreement." The Merger Agreement (including the form of CVR Agreement, which is an exhibit to the Merger Agreement) is attached as Annex A to this proxy statement. You should read and consider the Merger Agreement, which is the legal document that governs the Merger, carefully and in its entirety.

Parties Involved in the Merger (see page 32)

Akero Therapeutics, Inc.

Novo Nordisk A/S

NN Invest Sub, Inc

The Merger (see page 32)

Form of Contingent Value Rights Agreement (see page 102)

Treatment of Company Options and Company RSUs (see page 63)

Financing of the Merger (see page 68)

Conditions to the Closing of the Merger (see page 95)

Regulatory Approvals Required for the Merger (see page 78)

Recommendation of the Board of Directors (see page 42)

Opinion of Akero's Financial Advisor - Morgan Stanley & Co. LLC (see page 48 and Annex B)

date of the opinion. Morgan Stanley's opinion did not address any other aspect of the transactions contemplated by the Merger Agreement. Morgan Stanley's opinion did not address the relative merits of the proposed Merger as compared to other business or financial strategies that might be available to the Company, or the underlying business decision of the Company to enter into the Merger Agreement or proceed with any other transaction contemplated by the Merger Agreement and does not constitute a recommendation to Akero stockholders as to how to act or vote in connection with the proposed Merger or any other matter or whether to take any other action with respect to the proposed Merger. The summary of Morgan Stanley's opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of the opinion. In addition, the opinion did not in any manner address the price at which Akero common stock will trade at any time.

Opinion of Akero's Financial Advisor - J.P. Morgan Securities LLC (see page 53 and Annex C)

Interests of Akero's Directors and Executive Officers in the Merger (see page 62)

Merger that are different from, or in addition to, the interests of our stockholders generally, as more fully described below. The Board of Directors was aware of and considered these interests to the extent that they existed at the time, among other matters, in evaluating, negotiating and approving the Merger Agreement and the Merger and recommending that the Merger Agreement be adopted by Akero's stockholders. These interests include the following:

Appraisal Rights (see page 69)

procedures set forth in Section 262 will be entitled to have their shares of our common stock appraised by the Delaware Court of Chancery and to receive, in lieu of the Merger Consideration, payment in cash of the amount determined by the Delaware Court of Chancery to be the "fair value" of their shares of our common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the Delaware Court of Chancery, so long as they comply fully with the procedures established by Section 262. Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares of our common stock are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Certain U.S. Federal Income Tax Consequences of the Merger (see page 73)

Acquisition Proposals (see page 88)

Company Adverse Change Recommendation (see page 90)

Termination of the Merger Agreement (see page 97)

Recommendation within three business days after receipt of a written request by Parent to do so, subject to specified exceptions and terms; or (4) Akero knowingly and intentionally breaches its non-solicit obligations under the Merger Agreement in any material respect.

Expenses; Termination Fees (see page 99)

Effect on Akero if the Merger is Not Completed (see page 33)

The Special Meeting (see page 24)

Date, Time and Place

Record Date; Shares of our Common Stock Entitled to Vote

Purpose

Quorum

Required Vote

Share Ownership of Our Directors and Executive Officers

Voting and Proxies

QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement (including the form of CVR Agreement, which is an exhibit to the Merger Agreement) and the Special Meeting. These questions and answers may not address all questions that are important to you. We encourage you to read carefully the more detailed information contained elsewhere in this proxy statement and the full text of the annexes to this proxy statement and the documents we refer to in this proxy statement because the information in this section does not provide all the information that might be important to you with respect to the Merger, the Merger Agreement and the Special Meeting. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned "Where You Can Find More Information."

fully vested and cancelled and converted into the right to receive a cash payment equal to (i) the excess of (a) the Closing Consideration over (b) the per share exercise price of such Company Option, multiplied by (ii) the total number of shares of our common stock subject to such Company Option, plus one CVR for each share of our common stock subject to such Company Option.

Holders of Company Options which have a per share exercise price equal to or exceeding the Closing Consideration will be entitled to exercise such Company Options on a basis that allows such holders to participate in the Merger. Such Company Options that remain outstanding and unexercised as of the Effective Time will be cancelled for no consideration.

At the Effective Time, each Company RSU that is then outstanding will be deemed fully vested and will be cancelled and converted into the right to receive a cash payment equal to the product of (i) the Closing Consideration and (ii) the number of shares of our common stock subject to such Company RSU, plus one CVR for each share of our common stock subject to the Company RSU.

On [•], 2025, the most recent practicable date before this proxy statement was first mailed to our stockholders, the closing price for our common stock on Nasdaq was $[•] per share of our common stock. You are encouraged to obtain current market quotations for our common stock in connection with voting your shares of our common stock.

the Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares of our common stock, but you will retain your right to vote those shares at the Special Meeting. Even if you sell or otherwise transfer your shares of our common stock after the Record Date, we encourage you to sign, date and return the enclosed proxy card in the accompanying reply envelope or grant your proxy electronically over the Internet or by telephone.

The Board of Directors unanimously recommends that you vote (1) "FOR" the Merger Proposal; (2) "FOR" the Compensation Proposal; and (3) "FOR" the Adjournment Proposal.

If your shares of our common stock are held through a bank, broker or other nominee, you are considered the "beneficial owner" of shares of our common stock held in "street name." In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares of our common stock, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares of our common stock by following their instructions for voting. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your shares of our common stock virtually at the Special Meeting unless you obtain a "legal proxy" from your bank, broker or other nominee.

If your shares of our common stock are held in "street name" through a bank, broker or other nominee, you may vote:

Even if you plan to attend the Special Meeting virtually, you are strongly encouraged to vote your shares of our common stock by proxy. If you are a record holder or if you obtain a "legal proxy" to vote your shares of our common stock that you beneficially own, you may still vote your shares of our common stock online at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting virtually and vote online during the Special Meeting, your previous vote by proxy will not be counted.

Your attendance at the Special Meeting alone will not revoke your proxy.

If you hold your shares of our common stock in "street name," you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote online during the Special Meeting if you obtain a "legal proxy" from your bank, broker or other nominee.

We will promptly deliver a separate copy of this proxy statement to any stockholder upon request submitted in writing to us at our principal offices at 601 Gateway Boulevard, Suite 350, South San Francisco, California 94080 Attn: Christina Tartaglia, or by email at [email protected]. You may also orally submit your request by calling (212) 362-1200.

If two or more stockholders sharing the same address are currently receiving multiple copies of this proxy statement and would like to receive only one copy for their household, the stockholders should contact their bank, broker or other nominee record holder, or contact us as instructed above.

Innisfree M&A Incorporated

Stockholders May Call Toll-Free: (877) 456-3402

Banks & Brokers May Call Collect: (212) 750-5833

FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements related to Akero, Parent and the Transactions that involve substantial risks and uncertainties. Forward-looking statements include any statements containing the words "anticipate," "believe," "estimate," "expect," "intend", "goal," "may", "might," "plan," "predict," "project," "seek," "target," "potential," "will," "would," "could," "should," "continue" and similar expressions. In this proxy statement, Akero's forward-looking statements include, without limitation, statements regarding the Transactions, and about the parties' ability to satisfy the conditions to the consummation of the Transactions; statements about the expected timetable for completing the Transactions; Akero's plans, objectives, expectations and intentions, the financial condition, results of operations and business of Akero, the U.S. Food and Drug Administration's ("FDA") approval of Akero's new drug application for efruxifermin for the treatment of metabolic dysfunction-associated steatohepatitis, Akero's ability to commercialize current and future product candidates, the anticipated timing of closing of the Transactions and the accuracy of any assumptions underlying any of the foregoing. Forward-looking statements are not guarantees of future performances and are subject to certain risks, uncertainties, or other factors that are difficult to predict and could cause actual events or results to differ materially from those indicated in any such statements due to a number of risks and uncertainties. Those risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include, among other things: uncertainties as to the ability to obtain shareholder approval; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement; the ability for the parties to consummate the Transactions on a timely basis or at all; risks related to non-achievement of the CVR milestones and that holders of the CVRs will not receive any payments in respect of those CVRs; the possibility that competing offers will be made; the possibility that various closing conditions, including the ability to secure regulatory approvals and stockholder approval on terms expected, at all or in a timely manner, for the Transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Transactions; the effects of the Transactions (or the announcement or pendency thereof) on relationships with associates, customers, manufacturers, suppliers, employees (including the risks relating to the ability to retain or hire key personnel), other business partners or governmental entities; the difficulty of predicting the timing or outcome of FDA approvals or actions, if any; the impact of competitive products and pricing; that Parent may not realize the potential benefits of the Transactions; other business effects, including the effects of industry, economic or political conditions outside of the companies' control; transaction costs; the risk that the Transactions will divert management's attention from Akero's ongoing business operations or otherwise disrupt Akero's ongoing business operations; changes in Akero's business during the period between now and the closing of the Transactions; certain restrictions during the pendency of the Transactions that may impact Akero's ability to pursue certain business opportunities or strategic transactions; risks associated with litigation relating to the Transactions; the ability to maintain or expand regulatory approvals or commercialize Akero's products; that the results of any ongoing or future clinical trials may not satisfy U.S. or non-U.S. regulatory authorities; the uncertainty associated with the current worldwide economic and financial conditions in the United States and around the word, including as a result of pandemics and epidemics, rising inflation, increased interest rates, natural disasters, military conflicts, terrorist attacks and other similar matters; actual or contingent liabilities; and other risks listed under the heading "Risk Factors" in Akero's periodic reports filed with the SEC, including quarterly reports on Form 10-Q and annual reports on Form 10-K. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. You should not place undue reliance on these statements. All forward-looking statements are based on information currently available to Akero and Parent, and Akero and Parent disclaim any obligation to update the information contained in this communication as new information becomes available except to the extent required by law.

THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.

Date, Time and Place

We will hold the Special Meeting on [•], 2025, at [•], Eastern time (unless the Special Meeting is adjourned or postponed). You can virtually attend, and vote and submit your questions in the Special Meeting by accessing a live webcast using the Internet at www.virtualshareholdermeeting.com/AKRO2025SM. Please note that you will not be able to attend the Special Meeting physically in person. Instructions on how to attend and participate online are provided on the proxy card. We expect check-in to be available starting around [•], Eastern time, on the day of the Special Meeting, [•], and you should allow ample time for online check-in proceedings. We encourage you to access the meeting prior to the start time to allow ample time to complete the online check-in process. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be provided on the log-in page.

Purpose of the Special Meeting

At the Special Meeting, we will ask stockholders to vote to approve (1) the Merger Proposal, (2) the Compensation Proposal and (3) the Adjournment Proposal.

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. As of the Record Date, there were [•] shares of our common stock outstanding and entitled to vote at the Special Meeting. A complete list of registered stockholders as of the close of business on the Record Date will be available for inspection during ordinary business hours by stockholders of record 10 days prior to the Special Meeting at our principal business offices at 601 Gateway Boulevard, Suite 350, South San Francisco, California 94080 and during the entirety of the Special Meeting online at www.virtualshareholdermeeting.com/AKRO2025SM.

A majority of the outstanding shares of our common stock entitled to vote, present virtually at the Special Meeting or represented by proxy, will constitute a quorum at the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned to solicit additional proxies.

Vote Required; Abstentions and Broker Non-Votes

Each Akero stockholder will be entitled to one vote for each share of our common stock that such stockholder owns at the close of business on the Record Date on each proposal to be acted upon at the Special Meeting. The affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote as of the close of business on the Record Date is required to approve the Merger Proposal. As of the Record Date, [•] votes constitute a majority of the outstanding shares of our common stock entitled to vote on the Merger Proposal. Shares deemed not in attendance at the Special Meeting (whether due to a record holder's failure to vote or a "street name" holder's failure to provide any voting instructions to such holder's bank, broker or other nominee), abstentions and broker non-votes will have the same effect as a vote "AGAINST" the Merger Proposal. Approval of the Merger Proposal by our stockholders is a condition to the closing of the Transactions.

The approval of the Compensation Proposal, on an advisory, non-binding basis, requires the affirmative vote of a majority of shares of our common stock present or represented by proxy and entitled to vote thereon. Accordingly, shares deemed not in attendance at the Special Meeting (whether due to a record holder's failure to vote or a "street name" holder's failure to provide any voting instructions to such holder's bank, broker or other nominee) and broker non-votes will have no effect on the outcome of the Compensation Proposal. Abstentions will have the same effect as a vote "AGAINST" the Compensation Proposal. The approval of the Compensation Proposal is advisory and non-binding and is not a condition to the completion of the Merger.

The approval of the Adjournment Proposal, if necessary or appropriate, requires the affirmative vote of a majority of shares of our common stock present or represented by proxy and entitled to vote thereon. Accordingly, shares deemed not in attendance at the Special Meeting (whether due to a record holder's failure to

vote or a "street name" holder's failure to provide any voting instructions to such holder's bank, broker or other nominee) and broker non-votes will have no effect on the outcome of the Adjournment Proposal. Abstentions will have the same effect as a vote "AGAINST" the Adjournment Proposal.

If you fail to (1) return your signed proxy card; (2) grant your proxy electronically over the Internet or by telephone; or (3) attend the Special Meeting and vote online during the meeting, your shares of our common stock will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote "AGAINST" the Merger Proposal, but will have no effect on the Compensation Proposal or the Adjournment Proposal.

Akero does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Special Meeting is considered non-routine. As a result, no broker will be permitted to vote your shares of our common stock at the Special Meeting without receiving instructions. Failure to instruct your broker on how to vote your shares of our common stock will have the same effect as a vote "AGAINST" the Merger Proposal, but assuming a quorum is present at the Special Meeting, not have any effect on the Compensation Proposal or the Adjournment Proposal.

Shares of our Common Stock Held by Akero's Directors and Executive Officers

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, [•] shares of our common stock, representing approximately [•]% of the shares of our common stock outstanding on the Record Date.

We currently expect that our directors and executive officers will vote all of their respective shares of our common stock: (1) "FOR" the Merger Proposal; (2) "FOR" the Compensation Proposal; and (3) "FOR" the Adjournment Proposal.

Voting of Proxies

If you are a stockholder of record (that is, if your shares of our common stock are registered in your name with Computershare Trust Company, N.A., our transfer agent), there are four ways to vote:

You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares of our common stock according to your directions.

Voting instructions are included on your proxy card. All shares of our common stock represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted (1) "FOR" the Merger Proposal; (2) "FOR" the Compensation Proposal; and (3) "FOR" the Adjournment Proposal.

If your shares of our common stock are held in "street name" through a bank, broker or other nominee, you may vote:

If you do not return your bank's, broker's or other nominee's voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote online with a "legal proxy" from your bank, broker or other nominee, it will have the same effect as if you voted "AGAINST" the Merger Proposal but, assuming a quorum is present at the Special Meeting, will not have any effect on the Compensation Proposal or the Adjournment Proposal.

Even if you plan to attend the Special Meeting virtually, you are strongly encouraged to vote your shares of our common stock by proxy. If you are a record holder or if you obtain a "legal proxy" to vote your shares of our common stock that you beneficially own, you may still vote your shares of our common stock online at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting virtually and vote online during the Special Meeting, your previous vote by proxy will not be counted.

Revocability of Proxies

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

If you have submitted a proxy, your appearance at the Special Meeting virtually, in the absence of voting online during the Special Meeting or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you hold your shares of our common stock in "street name," you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote online at the Special Meeting if you obtain a "legal proxy" from your bank, broker or other nominee.

Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.

Board of Directors' Recommendation

The Board of Directors, after careful consideration, including considering various factors described in the section of this proxy statement captioned "The Merger - Recommendation of the Board of Directors and Reasons for the Merger," has unanimously (1) determined that the Merger Agreement and the Transactions, including the Merger, are advisable and fair to, and in the best interest of, Akero and its stockholders; (2) declared it advisable for Akero to enter into the Merger Agreement; (3) approved the execution, delivery and performance by Akero of the Merger Agreement and the consummation of the Transactions, including the Merger; (4) resolved that the Merger shall be governed by Section 251(c) of the DGCL, upon the terms and subject to the conditions set forth in the Merger Agreement; (5) resolved to recommend that Akero stockholders adopt the Merger Agreement at the Special Meeting; and (6) directed that the Merger Agreement be submitted to Akero stockholders for approval at a special meeting of Akero stockholders.

The Board of Directors unanimously recommends that you vote (1) "FOR" the Merger Proposal; (2) "FOR" the Compensation Proposal; and (3) "FOR" the Adjournment Proposal.

Solicitation of Proxies

The expense of soliciting proxies will be borne by Akero. We have retained Innisfree M&A Incorporated, a proxy solicitation firm (which we refer to as the "Proxy Solicitor"), to solicit proxies in connection with the Special Meeting at a cost of approximately $50,000, plus a success fee of $25,000 and expenses, as well as additional fees, as agreed between the Proxy Solicitor and Akero, in certain circumstances. We will also indemnify the Proxy Solicitor against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares of our common stock for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval by our stockholders of the Merger Proposal, we anticipate, but cannot guarantee, that the Merger will be consummated by around year end.

Appraisal Rights

If the Merger is completed, stockholders who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares of our common stock will be entitled to appraisal rights in connection with the Merger so long as they comply fully with Section 262. This means that stockholders are entitled to have their shares of our common stock appraised by the Delaware Court of Chancery and to receive in lieu of the Merger Consideration payment in cash of the amount determined by the Delaware Court of Chancery to be the "fair value" of their shares of our common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court, so long as they comply fully with the procedures established by Section 262. Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares of our common stock are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders considering seeking appraisal should be aware that the fair value of their shares of our common stock as determined pursuant to Section 262 could be more than, the same as or less than the value of the Merger Consideration.

Stockholders wishing to exercise the right to seek an appraisal of their shares of our common stock must do ALL of the following:

Your failure to follow exactly the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in the section of this proxy statement captioned "The Merger - Appraisal Rights," and Section 262, the relevant section of the DGCL regarding appraisal rights, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. If you hold your shares of our common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or other nominee to determine the appropriate procedures.

Other Matters

At this time, we know of no other matters to be voted on at the Special Meeting. If any other matters properly come before the Special Meeting, your shares of our common stock will be voted in accordance with the discretion of the appointed proxy holders.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on [•], 2025

The proxy statement is available at https://ir.akerotx.com/financial-information/sec-filings.

Householding of Special Meeting Materials

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single set of proxy materials addressed to those stockholders. This process, which is commonly referred to as "householding," potentially provides extra convenience for stockholders and cost savings for companies. A single set of proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders.

We will promptly deliver a separate copy of this proxy statement to any stockholder upon request submitted in writing to us at our principal offices at 601 Gateway Boulevard, Suite 350, South San Francisco, California 94080 Attn: Christina Tartaglia, or by email at [email protected]. You may also orally submit your request by calling (212) 362-1200.

If two or more stockholders sharing the same address are currently receiving multiple copies of this proxy statement and would like to receive only one copy for their household, the stockholders should contact their bank, broker or other nominee record holder, or contact us as instructed above.

Questions and Additional Information

If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of our common stock, please contact our Proxy Solicitor:

Innisfree M&A Incorporated

Stockholders May Call Toll-Free: (877) 456-3402

Banks & Brokers May Call Collect: (212) 750-5833

PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

We are asking you to adopt the Merger Agreement pursuant to which Merger Sub will merge with and into Akero, and Akero will become a wholly owned subsidiary of Parent.

For a summary of and detailed information regarding this proposal, see the information about the Merger Agreement and the Merger throughout this proxy statement, including the information set forth in the sections of this proxy statement captioned "The Merger" and "The Merger Agreement." This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. A copy of the Merger Agreement is attached to this proxy statement as Annex A. You are urged to read the Merger Agreement carefully in its entirety.

Under applicable law, we cannot complete the Merger without the affirmative vote by holders of a majority of the outstanding shares of our common stock as of the Record Date in favor of this Merger Proposal. If you abstain from voting, fail to cast your vote (online during the Special Meeting or by proxy) or fail to give voting instructions to your brokerage firm, bank, trust or other nominee, it will have the same effect as a vote against the Merger Proposal.

The Board of Directors unanimously recommends that you vote "FOR" this proposal.

PROPOSAL 2: THE COMPENSATION PROPOSAL

Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that we provide stockholders with the opportunity to vote to approve, on an advisory, non-binding basis, the payment of certain compensation that may be paid or become payable by Akero to our named executive officers in connection with the Merger, as disclosed in the section of this proxy statement captioned "The Merger - Interests of Akero's Directors and Executive Officers in the Merger."

We are asking stockholders to indicate their approval of the various items of compensation that may be paid or become payable by Akero to our named executive officers in connection with the Merger. These payments are set forth in the section of this proxy statement captioned "The Merger - Interests of Akero's Directors and Executive Officers in the Merger - Golden Parachute Compensation," and the accompanying footnotes. In general, the various plans and arrangements pursuant to which these compensation payments may be made have previously formed part of Akero's overall compensation program for our named executive officers.

Accordingly, we are seeking approval of the following resolution at the Special Meeting:

"RESOLVED, that the stockholders of Akero Therapeutics, Inc. approve, on a nonbinding, advisory basis, the compensation that may be paid or become payable by Akero to its named executive officers that is based on or otherwise relates to the Merger as disclosed pursuant to Item 402(t) of Regulation S-K in the section of the proxy statement captioned 'The Merger - Interests of Akero's Directors and Executive Officers in the Merger - Golden Parachute Compensation.' "

Stockholders should note that the approval of this proposal is not a condition to completion of the Merger, and as an advisory vote, the result will not be binding on Akero, the Board of Directors, Parent or the named executive officers. Further, certain payments under the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the Merger is consummated our named executive officers will be eligible to receive the compensation that is based on or otherwise relates to the Merger in accordance with the terms and conditions of the underlying plans and agreements and the Merger Agreement.

The Board of Directors unanimously recommends that you vote "FOR" this proposal.

PROPOSAL 3: ADJOURNMENT OF THE SPECIAL MEETING

We are asking you to approve a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of the adoption of the Merger Agreement at the time of the Special Meeting. If stockholders approve this Adjournment Proposal, we could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including proxies from stockholders that have previously returned properly executed proxies voting against approval of the Merger Proposal. Among other things, approval of the Adjournment Proposal could mean that, even if we had received proxies representing a sufficient number of votes against approval of the Merger Proposal such that the proposal to adopt the Merger Agreement would be defeated, we could adjourn the Special Meeting without a vote on the approval of the Merger Proposal and seek to convince the stockholders of those shares of our common stock to change their votes to votes in favor of approval of the Merger Proposal. Additionally, we may seek to adjourn the Special Meeting if a quorum is not present or otherwise at the discretion of the chairman of the Special Meeting.

We do not anticipate calling a vote on this proposal if the Merger Proposal is approved by at least a majority of the outstanding shares of our common stock as of the Record Date.

The Board of Directors unanimously recommends that you vote "FOR" this proposal.

THE MERGER

This discussion of the Merger Agreement, the form of CVR Agreement and the Merger in this proxy statement is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A, and the form of CVR Agreement, which is attached as Annex I to the Merger Agreement that is attached to this proxy statement as Annex A, each of which are incorporated into this proxy statement by reference. You should read and consider the Merger Agreement, which is the legal document that governs the Merger, carefully and in its entirety.

Parties Involved in the Merger

Akero Therapeutics, Inc.

601 Gateway Boulevard, Suite 350

South San Francisco, CA 94080

(650) 487-6488

Akero is a clinical-stage company developing transformational treatments for patients with serious metabolic diseases marked by high unmet medical need, including metabolic dysfunction-associated steatohepatitis (which we refer to as "MASH"). Akero's lead product candidate, efruxifermin, is currently being evaluated in three ongoing Phase 3 clinical studies: SYNCHRONY Histology in patients with pre-cirrhotic (F2-F3 fibrosis) MASH, SYNCHRONY Outcomes in patients with compensated cirrhosis (F4) due to MASH, and SYNCHRONY Real-World in patients with MASH or MASLD (metabolic dysfunction-associated steatotic liver disease). The Phase 3 SYNCHRONY program builds on the results of two Phase 2b clinical trials, the HARMONY study in patients with pre-cirrhotic MASH and the SYMMETRY study in patients with compensated cirrhosis due to MASH.

Akero maintains a website at www.akerotx.com. Akero's common stock, par value $0.0001, is listed on Nasdaq under the symbol "AKRO."

Novo Nordisk A/S

Novo Allé, DK-2880

Bagsværd, Denmark

+45 4444 8888

Novo is a leading global healthcare company founded in 1923 and headquartered in Denmark. Its purpose is to drive change to defeat serious chronic diseases built upon its heritage in diabetes. Novo does so by pioneering scientific breakthroughs, expanding access to its medicines and working to prevent and ultimately cure disease. As of September 2025, Novo employed more than 77,000 people in 80 countries and markets its products in around 170 countries.

Novo maintains a website at www.novonordisk.com. Novo Nordisk's B shares are listed on Nasdaq Copenhagen (NOVO-B). Novo's American Depository Receipts, each representing one deposited Novo B share, nominal value DKK 0.10, are listed on The New York Stock Exchange under the symbol "NVO."

NN Invest Sub, Inc

c/o Novo Nordisk A/S

Novo Allé, DK-2880

Bagsværd, Denmark

+45 4444 8888

Merger Sub is a direct or indirect wholly owned subsidiary of Parent and was formed on October 7, 2025, solely for the purpose of engaging in the Transactions and has not engaged in any business activities other than in connection with the Transactions.

Effect of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, if the Merger is completed, at the Effective Time, Merger Sub will merge with and into Akero, and Akero will continue as the Surviving Corporation and a wholly owned subsidiary of Parent. As a result of the Merger, our common stock will no longer be publicly traded, will be delisted from Nasdaq and will be deregistered under the Exchange Act, and Akero will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we, Parent and Merger Sub may agree and specify in the certificate of merger).

Effect on Akero if the Merger is Not Completed

If the Merger Agreement is not adopted by our stockholders or if the Merger is not completed for any other reason, stockholders will not receive any payment for their shares in connection with the Merger. Instead, Akero will remain an independent public company, our common stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act and we will continue to file periodic reports with the SEC. In addition, if the Merger is not completed, we expect that stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the highly competitive industry in which Akero operates and risks related to adverse economic conditions.

Upon termination of the Merger Agreement under specified circumstances, Akero will be required to pay Parent a termination fee of $165,000,000 in cash or Akero may be entitled to receive from Parent a reverse termination fee of $185,000,000 in cash. For more information please see the section of this proxy statement captioned "The Merger Agreement - Expenses; Termination Fees."

Furthermore, if the Merger is not completed, and depending on the circumstances that caused the Merger not to be completed, it is likely that the price of our common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of our common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of our common stock. If the Merger is not completed, the Board of Directors will continue to evaluate and review Akero's business operations, strategic direction and capitalization, among other things, and will make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance shareholder value. If the Merger Agreement is not adopted by our stockholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to the Board of Directors will be offered or that Akero's business, prospects or results of operation will not be adversely impacted.

Merger Consideration

At the Effective Time, each outstanding share of our common stock (other than the Excluded Shares and the Dissenting Shares) will be converted into the right to receive the Merger Consideration.

After the Merger is completed, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a stockholder (except that stockholders who properly exercise and perfect, and do not subsequently withdraw, their appraisal rights will have the right to receive a payment for the "fair value" of their shares of our common stock as determined pursuant to an appraisal proceeding as contemplated by Section 262, as described in the section of this proxy statement captioned "- Appraisal Rights").

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation of or among members of the Board of Directors of the Company (the "Board of Directors"), the Company's representatives, Novo's representatives and other parties.

At the direction of the Board of Directors, Company management regularly meets with other biotechnology and pharmaceutical companies regarding a variety of potential partnerships, licensing arrangements, joint ventures, collaborations and other strategic transactions. The Board of Directors also periodically evaluates the Company's historical performance, future growth prospects and long-term strategic plan and considers various strategic opportunities available to the Company as well as ways to enhance shareholder value, including in light of the business, competitive, regulatory, financing and economic environment and developments in the biopharmaceutical industry. These reviews have included discussions as to whether the Company should continue to execute on its strategy as a stand alone company, pursue various partnerships, collaborations or licensing arrangements, seek to raise additional capital, or pursue a sale of the Company.

In May and June 2020, the Company executed engagement letters with Morgan Stanley and J.P. Morgan, respectively, to serve as co-financial advisors to assist the Board of Directors with its exploration and evaluation of strategic alternatives, including a potential sale of the Company. These engagement letters were renewed or amended in subsequent years to, among other things, extend their terms.

Between 2020 and April 2025, the Company entered into confidentiality agreements with 11 pharmaceutical companies, including agreements with each of Novo, Party A, Party B, Party C, Party D and Party E, related to potential collaborations or strategic transactions. None of these confidentiality agreements contained standstill provisions. From time to time, the Company shared non-public due diligence information with such companies in response to diligence requests. However, except as described below in this section entitled "Background of the Merger," none of these discussions resulted in a proposal being made to the Company with regard to any potential strategic transaction.

On September 13, 2022, the Company released positive topline data from its Phase 2b HARMONY study evaluating the efficacy and safety of efruxifermin in patients with pre-cirrhotic nonalcoholic steatohepatitis (NASH), fibrosis stage 2 or 3 (F2-F3). On the trading day immediately prior to this announcement, the Company's share price closed at $12.27. On the trading day of this announcement, which was made prior to the market opening that day, the Company's share price closed at $29.05.

On March 8, 2023, the Board of Directors held a regularly scheduled meeting. At this meeting, the Board of Directors formed a Transaction Committee (the "Prior Transaction Committee") consisting of Seth L. Harrison, Graham Walmsley, Tomas Heyman and Jane Henderson to assist the Board of Directors' review and evaluation of potential strategic alternatives. The Prior Transaction Committee was formed for convenience to permit the Board of Directors to exercise efficient oversight of Company management. It was formed in light of interest expressed by a third party in a potential strategic transaction with the Company. However, such third party informed the Company that it was no longer interested in a transaction before the Prior Transaction Committee held its first meeting.

On October 10, 2023, the Company reported that the 36-week analysis of its Phase 2b SYMMETRY study evaluating the efficacy and safety of efruxifermin in patients with compensated cirrhosis (F4) due to nonalcoholic steatohepatitis (NASH) missed its primary endpoint. On the trading day immediately prior to this announcement, the Company's share price closed at $48.54. On the trading day of this announcement, which was made prior to the market opening that day, the Company's share price closed at $18.15.

On September 24, 2024, Andrew Cheng, President and Chief Executive Officer of the Company contacted representatives from Party A regarding a meeting in advance of the upcoming release of Phase 2b SYMMETRY clinical trial data.

On September 27, 2024, after Dr. Cheng's outreach, Dr. Cheng and representatives from Party A had an initial business development call regarding a potential strategic transaction involving the Company.

On October 10, 2024, the Company and Party E entered into a confidentiality agreement, which did not contain a standstill provision.

On October 25, 2024, the Company and Party A amended their existing confidentiality agreement to extend its term. Neither the original confidentiality agreement with Party A nor its amendment contained a standstill provision.

Between October 2024 and June 2025, the Company and Party A held multiple diligence calls regarding a potential strategic transaction involving the Company.

On November 4, 2024, a representative of Novo contacted a representative of the Company to request a non-confidential meeting with the Company's scientific leadership and business development team to discuss the development of efruxifermin.

On December 11, 2024, representatives of Company management and Novo held a non-confidential diligence call.

On January 8, 2025, the Company and Novo entered into a confidentiality agreement, which did not contain a standstill provision.

On January 15, 2025, representatives of the Company and Novo met to discuss data previously released from the Company's Phase 2b HARMONY study as well as the potential outcomes and implications from the week 96 results from its Phase 2b SYMMETRY trial, which were not yet known but expected to be announced in the following weeks.

On January 27, 2025, the Company publicly announced preliminary topline week 96 results from its Phase 2b SYMMETRY trial showing statistically significant reversal of compensated cirrhosis (F4) due to metabolic-dysfunction-associated steatohepatitis (MASH) in patients treated with efruxifermin. On the trading day immediately prior to this announcement, the Company's share price closed at $26.18. On the trading day of this announcement, which was made prior to the market opening that day, the Company's share price closed at $51.71.

Between January and June 2025, the Company held multiple diligence calls with each of Novo, Party A and Party D. Between January and March 2025, the Company also held multiple diligence calls with Party C, which had engaged in diligence discussions with the Company from time to time in prior years.

On March 4, 2025, the Company provided representatives of Novo access to confidential diligence materials of the Company through a virtual data room.

On March 5, 2025, the Board of Directors held a regularly scheduled meeting. At this meeting, the Board of Directors formed a new Transaction Committee (the "Transaction Committee") consisting of Seth L. Harrison, Graham Walmsley, Tomas Heyman and Jane Henderson, to assist the Board of Directors' review and evaluation of potential strategic alternatives. The Transaction Committee was formed for convenience to permit the Board of Directors to exercise efficient oversight of Company management. The Transaction Committee was given the authority to (1) oversee and provide direction to management and the Company's advisors between meetings of the Board of Directors with respect to a transaction or strategic alternative, (2) review, consider and evaluate all proposals in connection with a transaction or strategic alternative, (3) participate in and direct the negotiation of the terms and conditions of any transaction or strategic alternative and (4) make recommendations to the Board of Directors as to whether the Board of Directors should pursue any transaction or strategic alternative and as to the advisability of any definitive agreements related to any transaction or strategic alternative. The Transaction Committee was not given the authority to authorize any transaction or strategic alternative or enter into any definitive agreement related to a transaction or strategic alternative.

On March 19, 2025, the Company granted Party A access to the virtual data room and held a diligence session with representatives from Party A.

On April 17, 2025, a representative of Party B contacted a representative of the Company, inquiring as to the Company's openness to engaging in a further due diligence process with them. The representative of the Company indicated that the Company would be open to such process if Party B were committed to moving quickly.

On April 21, 2025, a representative of the Company spoke with a representative of Party B and indicated that another party was showing interest in potentially making a proposal to acquire the Company. The representative of Party B indicated that Party B was not interested in pursuing a transaction with the Company.

On April 22, 2025, the Company and Party D entered into a confidentiality agreement, which did not include a standstill provision.

Also on April 22, 2025, Dr. Cheng, William White, Chief Financial Officer & Head of Corporate Development and Catriona Yale, Chief Development Officer, met with representatives of Party D.

On April 28, 2025, the Company provided representatives of Party D access to confidential diligence materials of the Company through a virtual data room.

On May 8, 2025, a representative of Party E contacted a representative of the Company, expressing interest in engaging in further due diligence on the Company.

On May 9, 2025, the Company presented results from the Phase 2b SYMMETRY trial demonstrating the potential of efruxiferman to improve fibrosis in compensated cirrhosis (F4) caused by metabolic dysfunction-associated steatohepatitis (MASH) in an oral presentation at the European Association for the Study of the Liver Congress 2025.

On May 11, 2025, consistent with the instructions by the Company, representatives of Morgan Stanley spoke with a representative of Party C management and indicated that a number of large biopharmaceutical companies were conducting confidential due diligence of the Company in order to assess their interest in a potential strategic transaction.

On May 12, 2025, Dr. Cheng spoke with a representative of Party C in order to assess its interest in a potential strategic transaction with the Company.

On May 14, 2025, a representative of Novo spoke with Dr. Cheng by phone and provided Dr. Cheng with an oral, preliminary, non-binding proposal to purchase all of the outstanding shares of the Company's common stock for $58.00 per share in cash, which was subsequently confirmed in a non-binding written proposal (the "May 14 Proposal"), which was subject to Novo's further due diligence. The May 14 Proposal also indicated that Novo expected to be in a position to announce a transaction within three to four weeks of getting access to further due diligence materials.

On May 15, 2025, the Transaction Committee held a meeting, which was also attended by all of the other members of the Board of Directors, as well as representatives of Company management, Morgan Stanley, J.P. Morgan and Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden"), the Company's outside M&A counsel. Company management discussed the status of ongoing interactions with other strategic counterparties who had previously expressed interest in exploratory discussions regarding a potential strategic transaction with the Company, including Party A, Party C and Party D. After discussion, the Transaction Committee instructed Morgan Stanley and J.P. Morgan to contact Party A, Party C and Party D to assess their respective continued interest in a potential strategic transaction with the Company.

On May 15 and 16, 2025, as instructed by the Transaction Committee, representatives of Morgan Stanley and J.P. Morgan informed representatives of Party A, Party C and Party D that the Company received an offer to acquire the Company from a large biopharmaceutical company and encouraged them to submit a proposal if they were interested in a strategic transaction involving the Company. Representatives of Party A indicated that Party A was working with its own financial advisor to evaluate a potential transaction with the Company, and it expected to submit a proposal in about one week. Representatives of Party C noted that it planned to respond within one week as to its interest in pursuing a potential strategic transaction with the Company.

On May 16, 2025, a representative of Party A confirmed to Dr. Cheng that Party A had full internal support to engage with the Company regarding a potential strategic transaction.

Also on May 16, 2025, Novo publicly announced changes in its senior leadership.

On May 19, 2025, Dr. Cheng emailed a representative of Novo, indicating that its May 14 Proposal was being evaluated by the Board of Directors and the Company expected to provide a response within a week.

Also on May 19, 2025, a representative of Party D informed representatives of Morgan Stanley and J.P. Morgan that it was not interested in pursuing an acquisition of the Company.

On May 20, 2025, the Transaction Committee held a meeting, which was also attended by certain other members of the Board of Directors and representatives of Company management, Morgan Stanley, J.P. Morgan and Skadden. Representatives of Morgan Stanley and J.P. Morgan provided an update on the outreaches to Party A, Party C and Party D as described above. Members of the Board of Directors noted that Party C was not viewed as likely to pursue an acquisition of the Company. Representatives of Morgan Stanley and J.P. Morgan also updated the Transaction Committee on the recent outreach from Party E regarding conducting diligence on the Company's clinical data and observed that it was unclear how likely Party E was to make a proposal to acquire the Company given its past diligence history and interactions with the Company.

Representatives of Company management then discussed with the Transaction Committee the preliminary financial model prepared by management and the underlying assumptions used to prepare the model. For more information about the preliminary financial model presented at the May 20 Transaction Committee meeting, see the section of this proxy statement captioned "- Certain Financial Projections".

Also on May 20, 2025, at 1:10 P.M. Eastern Time, StreetInsider.com published an article titled "Akero Therapeutics explores potential sale after interest"reporting that the Company was exploring a potential sale of the Company after being approached by a strategic buyer. On the trading day immediately prior to this article, the Company's share price closed at $38.10. On the trading day when this article was published, the Company's share price closed at $47.57.

Also on May 20, 2025, Dr. Cheng spoke with a representative of Novo management regarding the aforementioned article and related media speculation, during which the representative of Novo management requested a response from the Company to Novo's May 14 Proposal no later than May 23, 2025.

On May 21, 2025, a representative of Party A communicated to Dr. Cheng that Party A was expecting to submit a preliminary offer to purchase the Company on May 23, 2025.

Also on May 21, 2025, the Transaction Committee held a meeting, which was also attended by all the other members of the Board of Directors, as well as representatives of Company management, Morgan Stanley, J.P. Morgan and Skadden. Dr. Cheng provided an update on his interactions with representatives of Novo and Party A as described above. The Transaction Committee discussed with counsel the legal considerations related to the review and evaluation of a potential strategic transaction involving the Company, including the directors' fiduciary duties. Representatives of Company management discussed with the Transaction Committee the media speculation, the Company's response and the risk of potential disruption at the Company caused by market rumors. Members of the Board of Directors discussed with representatives of Morgan Stanley and J.P. Morgan strategic considerations around the potential impact of the media speculation regarding the Company's discussions with potential transaction counterparties. Representatives of Morgan Stanley and J.P. Morgan also discussed their respective preliminary financial analyses prepared based on the preliminary financial model prepared by the Company's management and reviewed with the Transaction Committee at its May 20, 2025 meeting. Next, members of the Board of Directors discussed with representatives of Morgan Stanley and J.P. Morgan strategic considerations around messaging to be delivered to Novo on or before May 23, 2025, including that the messaging would depend on whether Party A made a proposal.

On May 23, 2025, Dr. Cheng spoke with a representative from Party A who provided Dr. Cheng with an oral, preliminary, non-binding proposal to purchase all of the outstanding shares of the Company's common stock for $62.50 per share in cash, which was subsequently confirmed in a non-binding written proposal (the "Party A May 23 Proposal").

On May 24, 2025, the Transaction Committee held a meeting, which was also attended by all the other members of the Board of Directors, as well as representatives of Company management, Morgan Stanley, J.P. Morgan, Skadden and Kirkland & Ellis LLP ("Kirkland") (which was engaged by the Company following the transition of the lead transactional partners from Skadden to Kirkland in May 2025). Members of the Board of Directors discussed with representatives of Morgan Stanley and J.P. Morgan the Party A May 23 Proposal and potential strategies for responding to the May 14 Proposal from Novo and the Party A May 23 Proposal, including to provide feedback on their respective proposals and an update on competitive dynamics. Members of the Board of Directors then discussed with Akero management the comments previously made by representatives of Novo expressing an interest in seeking exclusivity and anticipated next steps with Party A. Members of the Board of Directors then discussed with representatives of Morgan Stanley and J.P. Morgan the timing for providing draft transaction agreements to Novo and Party A and setting a final bid deadline, with the goal that the process would allow enough time for the parties to complete due diligence and negotiate the transaction agreements. Following discussion, the Transaction Committee authorized Morgan Stanley and J.P. Morgan to reach out to representatives of Novo and Party A with the proposed messaging and next steps for process timing.

Between May 24 and 27, 2025, as instructed by the Board of Directors, representatives of Morgan Stanley and J.P. Morgan informed representatives of Party A and Novo that the Company had received multiple transaction proposals and the Board of Directors had authorized management and the advisors to run a process that enabled bidders to present the Company with final proposals that were not conditioned on further due diligence. Representatives of Company management also held multiple calls with representatives of Novo management to reiterate such messages. During one of the calls between representatives of Company management and Novo management, a representative of the Company indicated that the Company was not willing to grant exclusivity at that time.

On May 26, 2025, consistent with the instructions by the Company, representatives of Morgan Stanley and J.P. Morgan held a call with a representative of Party E management and notified him that the Company had received multiple proposals from large biopharmaceutical companies and Party E would need to move quickly if it was interested in pursuing a transaction with the Company.

On May 27, 2025, the representative of Party E management confirmed to representatives of Morgan Stanley and J.P. Morgan its interest in the Company and desire to move forward expeditiously.

Also on May 27, 2025, a draft merger agreement prepared by the Company's counsel was distributed to Party A and Novo through their respective counsel.

On May 28, 2025, a representative from Morgan Stanley, consistent with the instructions by the Company, sent a process letter to each of Novo, Party A and Party E, requesting each of them to submit their markup of the merger agreement by 5 p.m. ET on June 6, 2025, and submit their final proposal by 5 p.m. ET on June 12, 2025, with the goal of announcing a transaction before market open on June 16, 2025.

Also on May 28, 2025, the Company provided representatives of Party E access to a virtual data room containing confidential due diligence materials of the Company. The virtual data room also contained the draft merger agreement prepared by the Company's counsel that had been previously distributed to Party A and Novo.

On June 3, 2025, the Board of Directors held a regularly scheduled meeting, which was also attended by representatives of Company management and part of which was attended by representatives of Morgan Stanley, J.P. Morgan, Kirkland and Goodwin Procter, LLP ("Goodwin"), the Company's outside corporate counsel. Representatives of the advisors provided an update on the discussions with Novo, Party A and Party E. The advisors noted that each of Novo and Party A had been informed of the competitive nature of the process and that both appeared to be working towards completing due diligence. The Board of Directors and Kirkland discussed the regulatory considerations associated with pursing a transaction involving each of the bidders. Representatives of Morgan Stanley and J.P. Morgan also noted that Party E appeared to be engaged in limited due diligence, had not engaged external advisors to assist with its review, and showed limited interest in acquiring the Company.

On June 6, 2025, counsel to each of Novo and Party A submitted their respective markups to the draft merger agreement as requested under the process letter. Party E did not submit a markup to the draft merger agreement.

On June 9, 2025, an M&A specialty blog posted an article regarding speculation of a potential acquisition of the Company by one of two large pharmaceutical companies.

Also on June 9, 2025, the Board of Directors held a meeting, which was also attended by representatives of Company management, Morgan Stanley, J.P. Morgan and Kirkland. Representatives of Kirkland provided an update on the status of negotiations with outside counsel of each of Novo and Party A. Representatives of Company management, Morgan Stanley and J.P. Morgan provided an update on the status of due diligence by each of Novo and Party A. The Board of Directors and representatives of Kirkland discussed certain compensation matters recommended by Company management for its consideration in connection with a potential acquisition of the Company, including the matters described in the section of this proxy statement captioned "- Interests of Akero's Directors and Executive Officers in the Merger." Following discussion, the Board of Directors confirmed its support for these compensation matters. The Board of Directors discussed with representatives of Kirkland the books and records demand under Section 220 of Title 8 of the Delaware Code served by a purported stockholder of the Company on September 20, 2024, alleging overpayment of non-employee directors by the Company (the "220 Demand"). The Board of Directors concluded that the claims in the 220 Demand had no value and, therefore, should not affect any decision of whether to sell the Company.

Also on June 9, 2025, Kirkland provided revised merger agreements to counsel for each of Novo and Party A.

Later on June 9, 2025, representatives of Party A and Novo separately communicated to representatives of the Company that they were no longer interested in pursuing a transaction involving the Company.

On June 10, 2025, the Board of Directors held a meeting, which was also attended by representatives of Company management, Morgan Stanley, J.P. Morgan, Kirkland and Goodwin.Representatives of Company management provided an update that Novo and Party A were no longer interested in pursuing a transaction

involving the Company as described above. Members of the Board of Directors discussed with representatives of Morgan Stanley and J.P. Morgan a strategy for communicating with Novo to potentially reengage it in completing a transaction. After discussion, the Board of Directors authorized Dr. Cheng to contact Novo to propose a path for such reengagement.

Later on June 10, 2025, Dr. Cheng contacted representatives of Novo expressing that the Company would potentially be willing to enter into an exclusivity agreement with Novo (as previously requested by Novo) if Novo were willing to increase its offer to $63.00 per share.

On June 12, 2025, a representative of Novo reached out to Dr. Cheng and informed him that Novo would not continue pursuing a transaction at that time.

From time to time between June 12, 2025 and September 12, 2025, as part of ordinary course business development discussions with Novo and consistent with the instructions from the Company, a representative of Morgan Stanley who was a member of the deal advisory team for the Company mentioned the Company as one of a number of potential strategic acquisition targets to Novo, and representatives of Novo indicated that there could be continued interest in reengaging with the Company in the future. None of these discussions involved valuation or price. During the same period, the relevant representative of Morgan Stanley updated Company representatives periodically on these interactions with Novo.

On September 12, 2025, a representative of Novo called a representative of Morgan Stanley to inquire whether the Company would be open to reengaging with Novo regarding a strategic transaction. The representative of Novo also asked a diligence question regarding the Company's clinical trial. After updating and obtaining authorization from Company management, the representative of Morgan Stanley conveyed the answer to the diligence question to the representative of Novo.

On September 21, 2025, a representative of Novo management contacted Dr. Cheng to discuss Novo's renewed interest in acquiring the Company. The representative of Novo also requested that the Company execute an exclusivity agreement with a 14-day exclusivity period to allow Novo to complete due diligence and finalize a decision with respect to a potential strategic transaction with the Company.

On September 26, 2025, Dr. Cheng contacted each member of the Board of Directors individually to discuss Novo's request for exclusivity and considerations for next steps. These discussions encompassed a range of considerations for directors, including: the fact that the Company had already conducted a strategic process with multiple other potentially interested parties, all of which had declined to engage after due diligence or otherwise determined not to enter into a strategic transaction with the Company; the fact that no other companies had expressed interest in acquiring the Company since Novo and Party A had disengaged from these earlier discussions; the Company's advisors' perception, based on Novo's previous engagement with the Company, that Novo would only re-engage if the Company agreed to exclusivity; and the fact that a transaction with Novo on the timeframe proposed could be a positive outcome for the Company's stockholders. These discussions also included the lack of clarity as to whether Novo would in fact make a proposal after finalizing due diligence and how any such proposal would compare to the May 14 Proposal. Following these discussions, each member of the Board expressed their support for entering into the requested exclusivity agreement.

Also on September 26, 2025, the Company and Novo entered into the exclusivity agreement providing for an exclusivity period until 11:59 P.M. Eastern Time on October 10, 2025.

On September 30, 2025, Ropes & Gray LLP ("Ropes"), Novo's outside counsel, sent Kirkland a markup of the draft merger agreement previously exchanged on June 9, 2025. Between September 30, 2025 and the announcement of the Transaction on October 9, 2025, representatives of Kirkland and Ropes exchanged drafts of the merger agreement, the form of CVR agreement and various other ancillary transaction documents. The key issues negotiated and resolved in the draft merger agreement included the size of the reverse termination fee payable by Novo in certain circumstances where regulatory approvals are not obtained, the size of the termination fee payable by the Company, the scope of the Development Plan that the Company would use reasonable best efforts to execute and various executive and employee compensation matters (for a summary of these matters affecting executive officers, please see the section of this proxy statement captioned "- Interests of Akero's Directors and Executive Officers in the Merger"). The key issues negotiated and resolved in the draft CVR agreement included the description of the approval that would trigger the payment milestone and the time period during which the payment milestone could be achieved.

On October 3, 2025, a representative of Novo management spoke with representatives of the Company by phone and provided them with an oral, preliminary, non-binding proposal to purchase all of the outstanding shares of the Company common stock for $51.00 per share in cash plus a contingent value right of $8.00, payable based on achievement of a full FDA approval for the F4c indication of efruxifermin on or before January 6, 2031, which was subsequently confirmed in a non-binding, written proposal (the "October 3 Proposal").

On October 4, 2025, the Board of Directors held a meeting, which was also attended by representatives of Company management, Morgan Stanley, J.P. Morgan and Kirkland. The Board of Directors reviewed the October 3 Proposal with its advisors. The Board of Directors then reviewed with management the updated preliminary financial projections prepared by management. For more information about the preliminary financial model presented at the October 4 Board of Directors meeting, see the section of this proxy statement captioned "- Certain Financial Projections." Representatives of Morgan Stanley and J.P. Morgan then discussed their respective preliminary financial analyses prepared based on such preliminary financial model prepared by the Company's management. The Board of Directors then discussed with its advisors strategies to obtain an improved offer from Novo. After discussion, the Board of Directors authorized Dr. Cheng to make a counterproposal to Novo for $57.00 per share in cash, plus a contingent value right of $10.00, payable based on achievement of a full FDA approval for the F4c indication of efruxifermin on or before January 6, 2032, one year after Novo's deadline for the same milestone (the "October 4 Company Proposal").

After the meeting, Dr. Cheng delivered the October 4 Company Proposal to a representative of Novo. In a discussion on October 5, 2025, the representative of Novo made a proposal to purchase all outstanding Company common stock for $53.00 per share in cash, plus one contingent value right of $6.00, payable based on achievement of a full FDA approval for the F4c indication of efruxifermin on or before June 30, 2031, six months earlier than the October 4 Company Proposal (the "October 5 AM Novo Proposal"). As the conversation progressed, it became clear that there had been a misunderstanding between the representative of Novo and Dr. Cheng regarding the previously communicated October 4 Company Proposal, which Novo understood to be $57.00 per share in cash, plus a contingent value right of $2.00. Dr. Cheng then corrected the misunderstanding and reiterated the October 4 Company Proposal. In response, the representative of Novo rejected the October 4 Company Proposal and reiterated the October 5 AM Novo Proposal.

Later on October 5, 2025, the Board of Directors held a meeting, which was also attended by representatives of Company management, Morgan Stanley, J.P. Morgan and Kirkland. Dr. Cheng updated the Board of Directors on the discussion with the representative of Novo, including the October 4 Company Proposal and the October 5 AM Novo Proposal. The Board of Directors then discussed with its advisors strategies for further improving Novo's proposal. The Board of Directors discussed strategies for encouraging Novo to improve the cash portion of its proposal as well as the likelihood of achieving the necessary regulatory approval under the contingent value right within the timeline Novo had proposed. The Board of Directors then discussed prospects and risks of the Company continuing as a standalone business, including the differentiation of efruxifermin compared to other drug candidates being investigated for similar indications, the challenges of preparing the Company to commercialize efruxifermin and the recent changes in the competitive landscape due to the acquisitions of competitors of the Company by large pharmaceutical companies.

Later on October 5, 2025, Dr. Cheng held a discussion with a representative of Novo, during which Dr. Cheng made another counterproposal for $56.00 per share in cash plus a contingent value right of $6.00, payable based on achievement of a full FDA approval for the F4c indication of efruxifermin on or before January 6, 2032 (the "October 5 Company Proposal"). The representative of Novo then communicated its revised proposal to acquire all shares of outstanding Company common stock for $54.00 per share in cash plus a contingent value right of $6.00, payable based on achievement of a full FDA approval for the F4c indication of efruxifermin on or before June 30, 2031 (the "October 5 PM Novo Proposal"). The representative of Novo indicated that the October 5 PM Novo Proposal constituted Novo's best and final offer.

Subsequently on October 5, 2025, consistent with instructions by the Company, representatives of Morgan Stanley and J.P. Morgan held a discussion with representatives of Novo's financial advisor, BofA Securities, Inc., during which representatives of Morgan Stanley and J.P. Morgan conveyed the importance to the Company of

Novo increasing the cash component of its offer to $55.00 per share and suggested that the Board of Directors might not be willing to approve a transaction below that level. Representatives of Novo's financial advisor explained that the October 5 PM Novo Proposal was Novo's best and final offer but confirmed that they would convey Morgan Stanley's message to Novo.

On October 6, 2025, the Board of Directors held a meeting, which was also attended by representatives of Company management, Morgan Stanley, J.P. Morgan and Kirkland. Representatives of Company management, Morgan Stanley and J.P. Morgan discussed with the Board of Directors their interactions with representatives of Novo on October 5, 2025 as described above. The Board of Directors discussed with its advisors the likelihood that Novo would increase its offer. After discussion, the Board of Directors determined to wait for further communications from Novo before determining its next steps.

Also on October 6, 2025, consistent with instructions by the Company, representatives of Morgan Stanley and J.P. Morgan held a call with representatives of Novo's financial advisor, during which Novo's financial advisor conveyed that Novo was unwilling to improve its offer and reiterated that the October 5 PM Novo Proposal was Novo's best and final offer.

Later on October 6, 2025, the Board of Director held a second meeting, which was also attended by representatives of Company management, Morgan Stanley, J.P. Morgan and Kirkland. Representatives of Morgan Stanley and J.P. Morgan discussed with the Board of Directors their interaction with Novo's financial advisor earlier that day as described above. The Board of Directors discussed with its advisors whether the Company should move forward with a transaction based on the October 5 PM Novo Proposal. The Board of Directors discussed several factors, including the estimated risk-adjusted value of the October 5 PM Novo Proposal, the premium this value represented over the current trading price of the Company's stock and the risk in obtaining regulatory approvals for a transaction with Novo. The Board of Directors also considered the prospects and risks of the Company continuing as a standalone business and the fact that, other than Novo, there did not appear to be other parties with interest in acquiring or the ability to acquire the Company. After discussion, the Board of Directors determined that the Company should proceed based on the October 5 PM Novo Proposal.

After the meeting, Dr. Cheng communicated to a representative of Novo the Board of Directors' support for entering into a transaction based on October 5 PM Novo Proposal.

Also on October 7, 2025, Dr. Cheng spoke with a representative of Novo about timing considerations for public announcement of a potential transaction.

On October 8, 2025, the Board of Directors held a meeting, which was also attended by representatives of Company management, Morgan Stanley, J.P. Morgan and Kirkland. Kirkland reviewed with the Board of Directors the relationship disclosures that had been provided to the Board of Directors by J.P. Morgan and Morgan Stanley. The Board of Directors discussed such disclosures and determined that none of these relationships interfered with the Company's engagement of either of Morgan Stanley or J.P. Morgan in connection with an M&A transaction involving Novo. The Board of Directors and representatives of Kirkland then discussed the 220 Demand again and the Board of Directors remained of the view that the claims in the 220 Demand had no value and, therefore, should not affect any decision of whether to sell the Company. Representatives of Morgan Stanley and J.P. Morgan then summarized the financial analyses they had each conducted, including assumptions made, procedures followed, matters considered and qualifications and limitations, as well as how those financial analyses compared to the analyses presented to the Board of Directors at the October 4, 2025 meeting, in addition to other financial metrics and analyses. A representative from Morgan Stanley then delivered to the Board of Directors an oral opinion, which was subsequently confirmed in writing, that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Morgan Stanley in preparing its opinion, the Merger Consideration to be received by the holders of shares of Company common stock (except for Excluded Shares as defined in Morgan Stanley's written opinion) in the proposed Merger was fair, from a financial point of view, to such holders. A representative from J.P. Morgan then delivered to the Board of Directors an oral opinion, which was subsequently confirmed in writing, that as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by J.P. Morgan in preparing its opinion, the Merger Consideration to be paid to the holders of shares of Company common stock (except for Excluded Shares as defined in J.P. Morgan's written opinion), in the proposed Merger was fair, from a financial point of view, to such holders. For a detailed

discussion of the opinions of each of Morgan Stanley and J.P. Morgan, please see the sections of this proxy statement captioned "- Opinion of the Akero's Financial Advisor - J.P. Morgan Securities LLC" and "- Opinion of Akero's Financial Advisor - Morgan Stanley & Co. LLC." For a detailed discussion of the non-public, unaudited risk-adjusted financial projections prepared by Company management and authorized by the Board of Directors for use by Morgan Stanley and J.P. Morgan in their respective financial analyses in connection with their respective opinions, please see the section of this proxy statement captioned "- Certain Financial Projections." The Board of Directors then discussed the material terms of the Merger Agreement and related documentation and any changes that had occurred in the documents since prior meetings of the Board of Directors. After further discussion, including a discussion regarding the various reasons described in the section of this proxy statement captioned "- Recommendation of the Board of Directors and Reasons for the Merger," the Board of Directors unanimously (1) determined that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to, and in the best interests of, the Company and its stockholders; (2) declared it advisable for the Company to enter into the Merger Agreement; (3) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Transactions, including the Merger; (4) resolved that the Merger should be governed by Section 251(c) of the DGCL; (5) declared that the President and Chief Executive Officer, Chief Financial Officer and Chief Operating Officer of the Company were authorized and directed, on behalf of the Company, to execute and deliver the Merger Agreement; and (6) subject to the provisions of the Merger Agreement, agreed to recommend that the Company's stockholders vote to adopt the Merger Agreement.

On October 9, 2025, the Company and Novo entered into the Merger Agreement and each of the Company and Novo issued a press release announcing the execution of the Merger Agreement.

Recommendation of the Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

The Board of Directors has unanimously (1) determined that the Merger Agreement and the Transactions, including the Merger, are advisable and fair to, and in the best interest of, Akero and its stockholders; (2) declared it advisable for Akero to enter into the Merger Agreement; (3) approved the execution, delivery and performance by Akero of the Merger Agreement and the consummation of the Transactions, including the Merger; (4) resolved that the Merger shall be governed by Section 251(c) of the DGCL, upon the terms and subject to the conditions set forth in the Merger Agreement; (5) resolved to recommend that Akero stockholders adopt the Merger Agreement at the Special Meeting; and (6) directed that the Merger Agreement be submitted to Akero stockholders for approval at a special meeting of Akero stockholders.

The Board of Directors unanimously recommends that you vote (1) "FOR" the Merger Proposal; (2) "FOR" the Compensation Proposal; and (3) "FOR" the Adjournment Proposal.

Reasons for the Merger

In evaluating the Merger Agreement and the Transactions, including the Merger, the Board of Directors consulted with outside legal counsel, its financial advisors and Akero's senior management. In reaching their decision to approve the Merger Agreement, and in recommending that Akero's stockholders vote in favor of the adoption of the Merger Agreement, the Board of Directors considered numerous positive reasons relating to the Merger Agreement, the Merger and the other Transactions, including the following material reasons (which reasons are not necessarily presented in order of relative importance):

factors set forth in Akero's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent Quarterly Reports on Form 10-Q. Such risks and uncertainties include, among others, the risks related to potential timing delays or difficulties in obtaining FDA approval for efruxifermin for treatment of compensated cirrhosis due to MASH or other regulatory approvals for efruxifermin outside of the U.S. and the costs associated with efforts to obtain such approvals, the risks related to Akero's reliance on third parties to conduct, supervise and monitor clinical trials, manufacture and supply efruxifermin and the delivery device for efruxifermin and to protect Akero's proprietary technology, the risks associated with transitioning from a clinical stage biotechnology company to becoming a larger organization with the capabilities and resources required for successful commercialization, and other factors affecting the revenues and profitability of biopharmaceutical companies generally. The Board of Directors also considered the fact that efruxifermin is Akero's only product candidate, the fact that the Company has incurred net losses since its inception and that it would continue to incur such losses in the foreseeable future, and the risk that Akero would be prevented from or delayed in achieving profitability if Akero were required to discontinue development of efruxifermin, or if efruxifermin does not receive regulatory approval or fails to achieve significant market acceptance. The Board of Directors further considered that successful and timely completion of any of Akero's current or future clinical trials will depend on a variety of factors including patient qualification and enrollment, the risk of adverse effects, and regulatory interventions, suspension or termination of ongoing trials, or manufacturing or supply disruptions, and that the outcome of such clinical trials is inherently uncertain and may not support regulatory approval. The Board of Directors further considered the significant capital investment and cash flows required for Akero to continue executing its standalone plan, including the fact that, while Akero may seek additional funding through future debt or equity financing or additional collaborations or strategic partnerships, any such fundraising would likely be highly dilutive for Akero's existing stockholders, might only be available on unfavorable terms, or might not be available at all, given the current and anticipated market conditions for biotechnology companies over the next months to years.

that target MASH or metabolic diseases associated with MASH, including two acquired companies with products with a similar mechanism of action as efruxifermin; and that Akero may not be able to develop, market or sell efruxifermin at an equivalent pace as such companies with its available capital and other resources.

to conduct additional outreach, and that it was unlikely that any other potential counterparties would be willing and able to consummate a transaction that the Board of Directors would view as more value-maximizing for Akero's stockholders than the proposed transaction with Novo.

In the course of reaching the determinations and decisions and making the recommendation described above, the Board of Directors, in consultation with Akero's senior management, outside legal counsel and financial advisors, also considered the risks and potential reasons to not proceed with the Merger and the other Transactions, including the following material reasons (which reasons are not necessarily presented in order of relative importance):

that may arise pending consummation of the Merger. The Board of Directors also considered that the Merger Agreement requires the Company to use its reasonable best efforts to execute the development plan for the clinical development of efruxifermin set forth in the Disclosure Schedule.

The Board of Directors concluded that, overall, the potential benefits of the Merger to Akero's stockholders outweighed the risks and uncertainties of the Merger.

The foregoing discussion of reasons considered by the Board of Directors contains the material reasons considered by the Board of Directors, but is not in any way intended to be exhaustive. In light of the variety of reasons considered in connection with its evaluation of the Merger, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific reasons considered in reaching its determinations and recommendations. Each member of the Board of Directors applied his or her own individual business judgment to the process and may have given different weight to different reasons. The Board of Directors did not undertake to make any specific determination as to whether any reason or any particular aspect of a reason supported or did not support its ultimate determination. Rather, the Board of Directors based its recommendation on the totality of the information presented.

Opinion of Akero's Financial Advisor - Morgan Stanley & Co. LLC

The Company retained Morgan Stanley to act as one of its financial advisors in connection with a potential sale of the Company and to provide financial advice and assistance and, upon the request of the Company, to render a financial opinion in each case in connection therewith. The Company selected Morgan Stanley to act as its financial advisor based on Morgan Stanley's qualifications, expertise and reputation and its knowledge of the industry, market and regulatory environment and business and affairs of the Company. At the meeting of the

Board of Directors on October 8, 2025 to evaluate and consider the proposed Merger, Morgan Stanley rendered its oral opinion to the Board of Directors, which was subsequently confirmed by delivery of a written opinion dated October 8, 2025, that, as of that date, and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth therein, the Merger Consideration to be received by the holders of Akero common stock (except for Excluded Shares and Dissenting Shares) pursuant to the Merger Agreement was fair from a financial point of view to such holders of Akero common stock.

The full text of the written opinion of Morgan Stanley delivered to the Board of Directors, dated October 8, 2025, is attached as Annex B and is incorporated by reference into this proxy statement. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. Akero stockholders are urged to, and should, read the opinion carefully and in its entirety. Morgan Stanley's opinion was directed to the Board of Directors and addressed only the fairness, from a financial point of view to the holders of Akero common stock (except for Excluded Shares and Dissenting Shares) of the Merger Consideration to be received by such holders pursuant to the Merger Agreement as of the date of the opinion. Morgan Stanley's opinion did not address any other aspect of the transactions contemplated by the Merger Agreement. Morgan Stanley's opinion did not address the relative merits of the proposed Merger as compared to other business or financial strategies that might be available to the Company, or the underlying business decision of the Company to enter into the Merger Agreement or proceed with any other transaction contemplated by the Merger Agreement and does not constitute a recommendation to Akero stockholders as to how to act or vote in connection with the proposed Merger or any other matter or whether to take any other action with respect to the proposed Merger. The summary of Morgan Stanley's opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of the opinion. In addition, the opinion did not in any manner address the price at which Akero common stock will trade at any time.

For purposes of rendering its opinion, Morgan Stanley, among other things:

Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by the Company, and formed a substantial basis for this opinion. With respect to the financial projections, including the CVR Estimates, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best

then available estimates and judgments of the management of the Company of the future financial performance of the Company. Morgan Stanley expressed no view as to the financial projections, including the CVR Estimates, or the assumptions upon which they were based. Morgan Stanley expressed no view as to the likelihood the Approval Milestone under the CVR Agreement is achieved or whether the Approval Milestone Payment becomes payable. In addition, Morgan Stanley assumed that the proposed Merger will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions, that the definitive Merger Agreement will not differ in any material respect from the draft thereof furnished to Morgan Stanley and that the definitive CVR Agreement will not differ in any material respect from the form thereof furnished to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed Merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed Merger. Morgan Stanley is not a legal, tax, or regulatory advisor. Morgan Stanley is a financial advisor only and has relied upon, without independent verification, the assessment of the Company and its legal, tax, or regulatory advisors with respect to legal, tax, or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of the Company's officers, directors or employees, or any class of such persons, relative to the Merger Consideration to be received by the holders of shares of Akero common stock in the transaction. Morgan Stanley did not express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement, the CVR Agreement or the transactions contemplated thereby or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or the CVR Agreement or entered into or amended in connection therewith. Morgan Stanley's opinion did not address the relative merits of the transactions contemplated by the Merger Agreement and the CVR Agreement as compared to other business or financial strategies that might be available to the Company, nor did it address the underlying business decision of the Company to enter into the Merger Agreement or proceed with any other transaction contemplated by the Merger Agreement and the CVR Agreement. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of the Company, nor was it furnished with any such valuations or appraisals. Morgan Stanley's opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, the date of the opinion. Events occurring after the date of the opinion may affect the opinion and the assumptions used in preparing the opinion, and Morgan Stanley did not assume any obligation to update, revise or reaffirm this opinion.

Summary of Financial Analyses of Morgan Stanley

The following is a brief summary of the material analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion letter, both dated October 8, 2025. The following summary is not a complete description of Morgan Stanley's opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses.

In performing the financial analyses summarized below and in arriving at its opinion, Morgan Stanley utilized and relied upon the October Projections (as defined in the section of this proxy statement captioned "- Certain Financial Projections"), including the CVR Estimates, which were prepared by the management of the Company and approved by the Board of Directors for use by Morgan Stanley in its financial analysis, as discussed more fully in the section of this proxy statement captioned "- Certain Financial Projections."

For purposes of its financial analyses, Morgan Stanley calculated the implied value of the Closing Consideration plus one CVR per share to be paid to the holders of shares of Akero common stock (other than Excluded Shares and Dissenting Shares) pursuant to the Merger Agreement to be $56.26 (which we refer to in this section of the proxy statement as the "Consideration NPV") by adding the Closing Consideration of $54.00 per share and the risk-adjusted net present value of one CVR of $2.26 per share, which was calculated by discounting to the present value, as of September 30, 2025, the Approval Milestone Payment estimated to be made based on the probability and timing of achieving the Approval Milestone as reflected in the CVR Estimates, discounting back from date of achievement of the Approval Milestone as forecasted by the management of the Company at a discount rate of 11.2% (the midpoint of the discount rate range of 10.2% to 12.2% determined by Morgan Stanley), reflecting estimates of the Company weighted average cost of capital. However, there is no guarantee that any of the conditions for the Approval Milestone Payment pursuant to the CVR Agreement will be satisfied, and if satisfied, when such conditions will be satisfied.

Discounted Cash Flow Analysis

Morgan Stanley performed a discounted cash flow analysis for the Company, which is designed to provide an implied value of a company by calculating the present value of the estimated future risk-adjusted cash flows and terminal value of such company. Morgan Stanley calculated a range of implied fully diluted equity values per share of Akero common stock, based on estimates of future risk-adjusted unlevered free cash flows projected to be generated by the Company during the last quarter of the fiscal year 2025 and fiscal years 2026 through 2041, including the impact of certain net operating losses, each as provided to Morgan Stanley by the management of the Company in the October Projections. The terminal value was calculated by applying a perpetual growth rate of negative 50% as directed by the management of the Company to estimates of the risk-adjusted unlevered terminal free cash flows for the Company at the end of fiscal year 2041, as provided in the October Projections. The risk-adjusted unlevered free cash flows and terminal value were discounted to present values as of September 30, 2025, using a mid-year convention for discounting cash flows, at discount rates ranging from 10.2% to 12.2%, which discount rates were selected upon the application of Morgan Stanley's professional judgment and experience, to reflect an estimate of the Company's weighted average cost of capital. The resulting range of implied aggregate values were then adjusted for the Company's net cash of approximately $994 million as of September 30, 2025 and the impact of assumed future equity raises in 2027 and 2028, each as provided by the management of the Company.

This analysis resulted in a range of implied equity values per share of Akero common stock (rounded to the nearest $0.25) of approximately $51.50 to $62.25. Morgan Stanley compared this range to (i) the value of the Closing Consideration excluding any potential payments under the CVR of $54.00 per share of Akero common stock, (ii) the value of the Closing Consideration plus the nominal undiscounted value of $6.00 of one CVR assuming the achievement of the Approval Milestone of $60.00 per share of Akero common stock and (iii) the Consideration NPV of $56.26 per share of Akero common stock.

Other Information

Morgan Stanley observed additional factors that were not considered part of Morgan Stanley's financial analyses with respect to its opinion, but which were noted as reference data for the Board of Directors, including the following information described in the sections of this proxy statement captioned "- Opinion of Akero's Financial Advisor - Morgan Stanley & Co. LLC - Historical Trading Data," "- Opinion of Akero's Financial Advisor - Morgan Stanley & Co. LLC - Analyst Price Targets," and "- Opinion of Akero's Financial Advisor - Morgan Stanley & Co. LLC - Precedent Transactions - Premium Paid Analysis."

Historical Trading Data

For reference only, and not as a component of its fairness analysis, Morgan Stanley reviewed the historic intraday trading range of Akero common stock for the 52-week period ending October 8, 2025, the last trading day prior to the Company's issuance of the announcement of the proposed Merger, which was $21.34 to $58.40 per share of Akero common stock. Morgan Stanley noted that the historical trading data analyses were presented merely for reference and informational purposes only and not as a component of its fairness analysis.

Analyst Price Targets

For reference only, and not as a component of its fairness analysis, Morgan Stanley reviewed and analyzed future public market trading price targets for Akero common stock that were prepared and published by equity research analysts on or before October 8, 2025, prior to the Company's issuance of the announcement of the proposed Merger. These price targets reflected each analyst's estimate of the future public market trading price of Akero common stock.

After excluding an outlier, the range of undiscounted analyst price targets was $60.00 to $84.00 per share of Akero common stock. In order to better compare the equity analysts' stock price targets with the merger consideration, based on its professional judgment and experience, Morgan Stanley discounted each analyst's price target for one year using a discount rate of 11.2% (the midpoint of the discount rate range of 10.2% to 12.2% determined by Morgan Stanley), reflecting estimates of the Company's cost of equity. This analysis resulted in a discounted analyst price target range (rounded to the nearest $0.25) of $54.00 to $75.50 per share of Akero common stock. Morgan Stanley noted that the analyst price targets analyses were presented merely for reference and informational purposes only and not as a component of its fairness analysis.

The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for Akero common stock and these estimates are subject to uncertainties, including the future financial performance of the Company and future financial market conditions.

Precedent Transactions - Premium Paid Analysis

For reference only, and not as a component of its fairness analysis, Morgan Stanley considered, based on publicly available transaction information, transactions involving businesses Morgan Stanley judged to be sufficiently analogous to the Company's business. For these transactions, Morgan Stanley noted the percentage premia paid over unaffected stock price. Based on its analysis of the premia for these transactions and based upon the application of its professional judgment and experience, Morgan Stanley selected a range of premia to unaffected stock price of 37% to 117% based on 10th and 90th percentiles and applied such range to (i) the Company's closing price as of on May 19, 2025 (the last trading day prior to market speculation of a potential transaction) of $38.14; and (ii) the Company's closing price as of October 8, 2025 (the last trading day prior to the Company's issuance of an announcement of the proposed Merger) of $46.49, which resulted in an implied price range per share of Akero common stock (rounded to the nearest $0.25) of $52.25 to $82.75 and $63.75 to $101.00 respectively. Morgan Stanley noted that the selected transaction analysis was presented merely for reference and informational purposes only and not as a component of its fairness analysis.

No company or transaction utilized in the premia paid analysis is identical to the Company or the proposed Merger. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry, performance, general business, market and financial conditions and other factors beyond the control of the Company, such as the impact of competition on the business of the Company or the industry generally, industry growth and the absence of any adverse material change in the financial condition of the Company or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value and equity value of the transactions to which they are being compared. Mathematical analysis is not in itself a meaningful method of using precedent transaction data.

General

In connection with the review of the proposed Merger by the Board of Directors, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley's view of the actual value of the Company. In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business and economic conditions and other matters. Many of these assumptions are beyond the control of the Company. Any estimates contained in Morgan Stanley's analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness of the Merger Consideration pursuant to the Merger Agreement from a financial point of view to holders of shares of Akero common stock and in connection with the delivery of its opinion to the Board of Directors. These analyses do not purport to be appraisals or to reflect the prices at which shares of Akero common stock might actually trade.

The Merger Consideration was determined through arm's-length negotiations between the Company and Novo and was approved by the Board of Directors. Morgan Stanley acted as financial advisor to the Company during these negotiations. Morgan Stanley did not, however, recommend any specific consideration to the Company or the Board of Directors, or that any specific consideration constituted the only appropriate consideration for the proposed Merger.

Morgan Stanley's opinion and its presentation to the Board of Directors was one of many reasons taken into consideration by the Board of Directors in deciding to approve, adopt and authorize the Merger Agreement.

Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Board of Directors with respect to the Merger Consideration or of whether the Board of Directors would have been willing to agree to a different consideration.

The Board of Directors retained Morgan Stanley based upon Morgan Stanley's qualifications, experience and expertise. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of the Company, Novo or any other company, or any currency or commodity, that may be involved in this transaction, or any related derivative instrument.

Under the terms of its engagement, Morgan Stanley acted as financial advisor to the Company in connection with this transaction, including providing the Board of Directors with a fairness opinion, described in this section and attached as Annex B to this proxy statement, and will receive a fee of approximately $53 million for such services, of which $8 million became payable in connection with the delivery of Morgan Stanley's opinion and the remainder is payable upon the consummation of the proposed Merger. The Company has also agreed to reimburse Morgan Stanley for its expenses incurred in performing its services. In addition, the Company has agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses, including certain liabilities under the federal securities laws, related to or arising out of Morgan Stanley's engagement.

During the two years preceding the date of Morgan Stanley's opinion, Morgan Stanley and its affiliates have had commercial or investment banking relationships with the Company, Novo and Novo Holdings A/S, an affiliate of Novo, for which Morgan Stanley and such affiliates have received customary compensation. In the two years prior to the date of the Morgan Stanley's opinion, Morgan Stanley and/or its affiliates: (i) provided financing services for the Company for which it and such affiliates received aggregate fees of between $10 million and $20 million in connection with such services; (ii) provided financial advisory and financing services for Novo and/or Novo Holdings A/S, an affiliate of Novo, for which it and such affiliates received aggregate fees of between $30 million and $50 million in connection with such services; and (iii) was a lender to Novo with respect to certain revolving credit facilities. As of the date hereof, so far as Morgan Stanley is aware, Morgan Stanley and/or its affiliates hold an aggregate interest of: (x) less than 1% in the common stock of the Company; and (y) between 1% and 2% in the common stock of Novo, which interests are held in connection with Morgan Stanley's and/or its affiliates' investment management business, wealth management business, including client discretionary accounts, or ordinary course trading activities, including hedging activities. Morgan Stanley has also sought, and may in the future seek, to provide financial advisory and financing services to Novo and the Company and their respective affiliates and would expect to receive fees for the rendering of these services.

Opinion of Akero's Financial Advisor - J.P. Morgan Securities LLC

Pursuant to an engagement letter, the Company retained J.P. Morgan as one of its financial advisors in connection with the proposed Merger.

At the meeting of the Board of Directors on October 8, 2025 to evaluate and approve the proposed Merger, J.P. Morgan rendered its oral opinion to the Board of Directors that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the Merger Consideration to be paid to holders of Akero common stock (except for Excluded Shares and Dissenting Shares) in the proposed Merger was fair, from a financial point of view, to such holders. J.P. Morgan confirmed its October 8, 2025 oral opinion by delivering its written opinion to the Board of Directors, dated October 8, 2025, that, as of such date, the Merger Consideration to be paid to the holders of Akero common stock (except for Excluded Shares and Dissenting Shares) in the proposed Merger was fair, from a financial point of view, to such holders.

The full text of the written opinion of J.P. Morgan, dated October 8, 2025, which sets forth, among other things, assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, is attached as Annex C to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The Company's stockholders are urged to, and should, read the opinion in its entirety. J.P. Morgan's written opinion was addressed to the Board of Directors (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed Merger and was limited to the fairness, from a financial point of view, of the Merger Consideration to be paid to the holders of Akero common stock (except for Excluded Shares and Dissenting Shares) in the proposed Merger and did not address any other aspect of the proposed Merger. J.P. Morgan expressed no opinion as to the fairness of the consideration to the holders of any class of securities, creditors or other constituencies of the Company or as to the underlying decision by Company to engage in the proposed Merger. The issuance of J.P. Morgan's opinion was approved by a fairness committee of J.P. Morgan. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The opinion does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote with respect to the proposed Merger or any other matter.

In connection with preparing its opinion, J.P. Morgan, among other things:

In addition, J.P. Morgan held discussions with certain members of the management of the Company with respect to certain aspects of the proposed Merger, and the past and current business operations of the Company, the financial condition and future prospects and operations of the Company, and certain other matters J.P. Morgan believed necessary and/or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by the Company or otherwise reviewed by or for, J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to its engagement letter with the Company, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of the Company or Novo under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts, including the CVR Estimates, provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that they had been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of the Company to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts, including the CVR Estimates, or the assumptions on which they were based. J.P. Morgan also assumed that the proposed Merger and the other transactions contemplated by the Merger Agreement and the CVR Agreement will be consummated as described in the Merger Agreement and the CVR Agreement, that the definitive Merger Agreement will not differ in any material respects from the draft thereof furnished to J.P. Morgan and that the definitive CVR Agreement will not differ in any material respects from the

form thereof furnished to J.P. Morgan. J.P. Morgan also assumed that the representations and warranties made by the Company, Novo and Merger Sub in the Merger Agreement will be true and correct in all respects material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to the Company with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the proposed Merger will be obtained without any adverse effect on the Company or on the contemplated benefits of the proposed Merger.

The October Projections (as defined in the section of this proxy statement captioned "- Certain Financial Projections"), including the CVR Estimates furnished to J.P. Morgan were prepared by the management of the Company, and approved by the Board of Directors for use by J.P. Morgan in connection with its financial analyses, as discussed more fully in the section of this proxy statement captioned "- Certain Financial Projections". The Company does not publicly disclose internal management projections of the type provided to J.P. Morgan in connection with J.P. Morgan's analysis of the proposed Merger, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of the management of the Company, including, without limitation, factors related to general economic and competitive conditions, prevailing interest rates, and other factors as set forth in the section of this proxy statement captioned "Forward-Looking Statements" beginning on page 23 of this proxy statement. Accordingly, actual results could vary significantly from those set forth in such projections. For more information regarding the use of projections and other forward-looking statements, please refer to the section of this proxy statement captioned "- Certain Financial Projections" beginning on page 58 of this proxy statement.

J.P. Morgan's opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan, as of the date of the opinion. It should be understood that subsequent developments may affect J.P. Morgan's opinion and that J.P. Morgan does not have any obligation to update, revise, or reaffirm its opinion. J.P. Morgan's opinion is limited to the fairness, from a financial point of view, of the Merger Consideration to be paid to the holders of Akero common stock (except for Excluded Shares and Dissenting Shares) in the proposed Merger and J.P. Morgan expressed no opinion as to the fairness of any consideration paid in connection with the proposed Merger to the holders of any other class of securities, creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the proposed Merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the proposed Merger, or any class of such persons relative to the Merger Consideration to be paid to the holders of Akero common stock in the proposed Merger or with respect to the fairness of any such compensation.

The terms of the Merger Agreement, including the Merger Consideration, were determined through arm's length negotiations between the Company and Novo, and the decision to enter into the Merger Agreement was solely that of the Board of Directors. J.P. Morgan's opinion and financial analyses were only one of the many factors considered by the Board of Directors in its evaluation of the proposed Merger and should not be viewed as determinative of the views of the Board of Directors or management with respect to the proposed Merger or the Merger Consideration.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodology in rendering its opinion to the Board of Directors on October 8, 2025 and in preparing the presentation delivered to the Board of Directors on such date in connection with the rendering of such opinion. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with rendering its opinion to the Board of Directors and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan's analyses.

For purposes of its financial analyses, J.P. Morgan calculated the implied value of the Closing Consideration plus one CVR per share to be paid to the holders of shares of Akero common stock (except for Excluded Shares and Dissenting Shares) pursuant to the Merger Agreement to be $56.28 (as used in this section of the proxy statement, the "Consideration NPV") by adding the Closing Consideration of $54.00 per share and the risk adjusted net present value of one CVR of $2.28 per share, which was calculated by discounting to the present value, as of September 30, 2025, the Approval Milestone Payment estimated to be made based on the probability and timing of achieving the Approval Milestone as reflected in the CVR Estimates, discounting back from date

of achievement of the Approval Milestone as forecasted by the management of the Company at a discount rate of 11.0% (the midpoint of the discount rate range of 10.0% to 12.0% determined by J.P. Morgan), reflecting J.P. Morgan's estimate of the Company's weighted average cost of capital, determined in accordance with J.P. Morgan's professional judgment and experience. However, there is no guarantee that any of the conditions for the Approval Milestone Payment pursuant to the CVR Agreement will be satisfied, and if satisfied, when such conditions will be satisfied.

Discounted Cash Flow Analysis.

J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining the fully diluted equity value per share of Akero common stock using the risk adjusted unlevered free cash flows that the Company is expected to generate during the last quarter of the fiscal year 2025 and the fiscal years 2026 through 2041 as provided in the October Projections, including the impact of certain net operating losses as provided by management of the Company. J.P. Morgan calculated the terminal value for the Company at the end of this period by applying a terminal growth rate of negative 50%, based on guidance provided by the management of the Company, to estimates of the risk adjusted unlevered terminal free cash flows for the Company at the end of fiscal year 2041, as provided in the October Projections. J.P. Morgan then discounted the risk adjusted unlevered free cash flow estimates and the terminal value to present value as of September 30, 2025 using a mid-year convention for discounting and a range of discount rates from 10.0% to 12.0%, which range was chosen by J.P. Morgan based upon its analysis of the weighted average cost of capital of the Company. The present value of the risk adjusted unlevered free cash flow estimates and the terminal value were then adjusted for the Company's net cash of approximately $994 million as of September 30, 2025, and the impact of assumed future equity raises in 2027 and 2028, each as provided by Company management. This analysis indicated a range of implied per share equity value for Akero common stock (rounded to the nearest $0.25) of $52.50 to $63.75, which J.P. Morgan compared to (i) the value of the Closing Consideration excluding any potential payments under the CVR of $54.00 per share of Akero common stock, (ii) the value of the Closing Consideration plus the nominal undiscounted value of $6.00 of one CVR assuming the achievement of the Approval Milestone of $60.00 per share of Akero common stock and (iii) the Consideration NPV of $56.28 per share of Akero common stock.

Other Information. J.P. Morgan observed certain additional information for reference purposes only and not as a component to its fairness analysis:

52-Week Intraday Historical Trading Range. For reference only and not as a component of its fairness analysis, J.P. Morgan reviewed the 52-week intraday trading range of Akero common stock for the period ending October 8, 2025, the last trading day prior to the announcement of the proposed Merger, which was $21.34 to $58.40 per share of Akero common stock. J.P. Morgan noted that the historical trading range analyses were presented merely for reference and informational purposes only and not as a component of its fairness analysis.

Analyst Price Targets. For reference only and not as a component of its fairness analysis, J.P. Morgan reviewed the future price targets of publicly available equity research analysts for Akero common stock obtained from generally recognized financial data service providers and available to J.P. Morgan as of October 8, 2025. After excluding an outlier, this resulted in an undiscounted reference range of $60.00 to $84.00 per share of Akero common stock, which J.P. Morgan then discounted for one year, using a discount rate of 11.0% (the midpoint of the discount rate range of 10.0% to 12.0% determined by J.P. Morgan). This resulted in a discounted price targets range of $54.00 to $75.75 (in each case, rounded to the nearest $0.25) per share of Akero common stock. J.P. Morgan noted that the analyst price target analyses were presented merely for reference and informational purposes only and not as a component of its fairness analysis.

Precedent Transactions - Premia Paid Analysis. For reference only and not as a component of its fairness analysis, J.P. Morgan, using publicly available information, performed an analysis of premiums paid in transactions involving businesses which J.P. Morgan judged to be sufficiently analogous to the Company's business (or aspects thereof). None of the selected transactions reviewed was identical to the proposed Merger. The premiums in this analysis were calculated by comparing the per share acquisition price in each transaction to the closing price of the target company's common stock for the date one day prior to the date on which the trading price of the target's common stock was perceived by J.P. Morgan to be affected by a potential transaction. Based on the analysis above and other considerations that J.P. Morgan deemed relevant in its professional judgment, J.P. Morgan selected a range of 37% to 117% based on 10th and 90th percentiles and applied such range to (i) the Company's closing stock price on May 19, 2025 (the last trading day prior to

market speculation of a potential transaction) of $38.14; and (ii) the Company's closing price as of October 8, 2025 (the last trading day prior to the announcement of the proposed Merger). This resulted in an implied price range (rounded to the nearest $0.25) of approximately $52.25 to $82.75 and $63.75 to $101.00 per share of Akero common stock respectively. J.P. Morgan noted that the selected transaction analysis was presented merely for reference and informational purposes only and not as a component of its fairness analysis.

Miscellaneous. The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of the Company. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan's analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected transactions reviewed as described in the above summary was identical to the Merger. However, the transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan's analyses, may be considered similar to the proposed Merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the transactions compared to the proposed Merger.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise the Company with respect to the proposed Merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with the Company and the industries in which it operates.

The Company has agreed to pay J.P. Morgan (i) an opinion fee of approximately $8 million that became payable upon the delivery of its opinion; and (ii) a transaction fee, that is estimated, based on the information available as of the date of announcement, to be approximately $35 million, which is contingent and payable upon the consummation of the proposed Merger and against which the opinion fee will be credited. In addition, the Company has agreed to reimburse J.P. Morgan for its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan's engagement.

During the two years preceding the date of J.P. Morgan's opinion, neither J.P. Morgan nor any of its affiliates have had any material financial advisory or other material commercial or investment banking relationships with Novo or Novo Nordisk Foundation, an affiliate of Novo. During the two years preceding the date of J.P. Morgan's opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with the Company, for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as lead left bookrunner on an equity offering in January 2025 and lead left bookrunner on an equity offering in March 2024. During the two years preceding the date of J.P. Morgan's opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with Novo Holdings A/S, an affiliate of Novo (together with Novo and Novo Nordisk Foundation referred to in this section of the proxy statement as "Novo Nordisk Group"), for which J.P. Morgan and such affiliates have received customary compensation. Such services have included acting as financial advisor to Catalent, now a subsidiary of Novo Holdings A/S, in connection with Catalent's sale to Novo

Holdings A/S in December 2024. During the two years preceding the date of J.P. Morgan's opinion, the aggregate fees recognized by J.P. Morgan from the Company were approximately $17,000,000 and from Novo Nordisk Group were approximately $80,000,000. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of the Company and Novo. In the ordinary course of its businesses, J.P. Morgan and its affiliates actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of the Company or Novo for its own account or for the accounts of customers and, accordingly, J.P. Morgan likely holds long or short positions in such securities or other financial instruments.

Certain Financial Projections

Akero does not, as a matter of course, publicly disclose forecasts or internal projections as to future performance, results of operations, earnings or other results, due to, among other things, the inherent difficulty of predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may not be realized.

However, in May 2025, in connection with the Board of Directors' review of potential strategic alternatives, including a potential acquisition by Novo, Akero's senior management, at the direction of the Board of Directors, prepared non-public, unaudited risk-adjusted financial projections for the last two quarters of fiscal year 2025 and fiscal years 2026 through 2041 (the "May Projections") to assist the Board of Directors' strategic review and evaluation of Akero's intrinsic value as a standalone company.

Following that time, in October 2025, in connection with the evaluation of the proposed transaction with Novo considered by the Board of Directors, Akero's senior management updated the May Projections to prepare revised non-public, unaudited risk-adjusted financial projections for the last quarter of fiscal year 2025 and fiscal years 2026 through 2041 (which we refer to as the "October Projections", and together with the May Projections, the "Projections").

The Projections forecast efruxifermin revenues and associated costs relating to MASH patients with stage 3 or stage 4 fibrosis, assume no revenue relating to MASH patients with stage 2 fibrosis, and do not reflect potential revenues from the expansion of indications for efruxifermin or other pipeline products. The Projections were prepared assuming Akero's continued operation as a standalone company and do not take into account the Merger, including the effect of any business or strategic decision or action that has been or will be taken as a result of the execution of the Merger Agreement. The Projections also do not account for the Development Plan that the Company is required to use reasonable best efforts to execute under the Merger Agreement with Novo.

The October Projections and Morgan Stanley's and J.P. Morgan's respective financial analyses delivered in connection with their respective fairness opinions reflect changes to the assumptions and inputs used to prepare the May Projections and Morgan Stanley's and J.P. Morgan's respective preliminary financial analyses presented to the Board of Directors on May 21, 2025, including, among others: (i) an increase in assumed operating expenses, (ii) an increase in the size of and issuance prices for assumed future equity offerings, (iii) changes to Akero's cash and debt balances, (iv) an earlier estimated date for a future milestone payment potentially due by Akero, (v) updates to the Company's capitalization to reflect the then-current outstanding common stock and dilutive instruments, and (vi) an update to the valuation date for the financial analyses (collectively, the "May Projections Adjustments").

Akero is summarizing the Projections in this proxy statement in order to provide our stockholders with access to certain non-public, unaudited, and risk-adjusted prospective financial information that was prepared for and used by the Board of Directors and representatives of Akero's co-financial advisors, Morgan Stanley and J.P. Morgan to evaluate the Transactions.

Cautionary Note About the Projections

The Projections, while necessarily presented with numerical specificity, were based on assumptions regarding numerous financial, operating and commercial variables. Such assumptions were developed solely using the information available to Akero's management at the time of their development, are inherently uncertain and are, in many cases, beyond Akero's control. Important factors that may affect actual results and cause the Projections not to be realized include: the timing of regulatory approvals for efruxifermin; the effectiveness of Akero's commercial execution for efruxifermin; the market acceptance of efruxifermin; success of clinical

testing; availability of third-party reimbursement; success of ongoing collaborations and any potential collaborations with third parties under which Akero does or may develop or commercialize efruxifermin; the impact of competitive products and pricing; the availability and use of net operating losses; the effect of regulatory actions, actual or potential litigation, general economic conditions, financial market conditions, and fluctuations in foreign current exchange rates, the accuracy of certain accounting assumptions; changes in actual or projected cash flows; the cost and effect of changes in tax laws and other legislation; and other risk factors described in Akero's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. There can be no assurance of the market for, approval of or the timing of such approval of, efruxifermin, and it is possible that other products will be better received by the market. The Projections also reflect assumptions as to certain business decisions that are subject to change. In addition, the Projections do not take into account any circumstances or events occurring after the date on which they were prepared, do not give effect to the Merger (including the announcement thereof), and may be affected by Akero's ability to achieve strategic goals and targets over the applicable period. As a result, there can be no assurance that the Projections will be realized, and actual results may be materially better or worse than those contained in the Projections. The Projections cover multiple years, and such information by its nature becomes less reliable with each successive year.

In light of the foregoing factors and the uncertainties inherent in the Projections, our stockholders are cautioned not to place undue reliance on the Projections. The Projections were not prepared with a view toward public disclosure, nor were they developed to provide any guidance to our stockholders regarding future performance. The inclusion of the Projections in this proxy statement should not be regarded as an indication that Akero or any of its affiliates, advisors or representatives considered or consider the Projections to be predictive of actual future events, and the Projections should not be relied upon as such or construed as financial guidance. Further, the inclusion of the Projections in this proxy statement does not constitute an admission or representation by Akero or any of its affiliates that the information presented is material. Neither Akero nor any of its affiliates assumes any responsibility for the accuracy of this information. Akero does not intend to make publicly available any update or other revision to the Projections, except as otherwise required by law.

AKERO DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE PROJECTIONS ARE NO LONGER APPROPRIATE.

Neither Akero nor any of its affiliates, advisors, officers, directors or representatives has made or makes any representation or warranty to any of our stockholders or other person regarding the ultimate performance of Akero compared to the information contained in the Projections or that the Projections will be achieved. Akero makes and has made no representation to Novo or Merger Sub, in the Merger Agreement or otherwise, concerning any projected financial information, including the Projections. The Projections are subjective in many respects and are thus subject to interpretation. Please also refer to the section of this proxy statement captioned "Forward-Looking Statements."

The Projections were not prepared with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, or U.S. generally accepted accounting principles ("GAAP"). Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Akero may not be comparable to similarly titled metrics used by other companies. The financial measures included in the Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the Board of Directors, Morgan Stanley or J.P. Morgan. In addition, the Projections were not prepared with the assistance of, or reviewed, compiled or examined by, independent accountants. The Projections are not being included in this proxy statement to influence any stockholder's decision on how to vote with respect to the Merger Proposal. Akero did not provide the Projections to Novo at any time during the course of the parties' discussions concerning the Transactions. The Projections may differ from publicly available analyst estimates.

The Projections were each based on assumptions about Akero's continued operation as a standalone, publicly traded company, including with respect to the development and commercialization of efruxifermin,

which account for risk and probability adjustments reflecting Akero's senior management's good faith assessment as to the probability of success of efruxifermin as of the time such Projections were prepared. Such assumptions include internal assumptions about the probability of success associated with regulatory approvals, launch timing, epidemiology, pricing, sales ramp, market share, patent exclusivity, research and development expenses, sales and marketing expenses, general and administrative expenses, effective tax rate and utilization of net operating losses, future equity raises conducted by Akero and other relevant factors related to Akero's long-range operating plan. The Projections also include assumptions regarding Akero's worldwide commercialization of efruxifermin and existing and potential future collaborations with third parties and any upfront payments, royalties and milestone payments to be received or made in connection with such collaborations. The foregoing is a summary of certain key assumptions and does not purport to be a comprehensive or exhaustive overview of all metrics and assumptions included or reflected in the Projections.

May Projections

In May 2025, the May Projections were provided to the Board of Directors, Morgan Stanley and J.P. Morgan in connection with the Board of Directors' review of potential strategic alternatives and to assist the Board of Directors' strategic review and evaluation of Akero's intrinsic value as a standalone company, as described in the section of this proxy statement captioned "- Background of the Merger." Both Morgan Stanley and J.P. Morgan (each with the consent of the Board of Directors) relied on the May Projections for their respective preliminary financial analyses presented to the Board of Directors on May 21, 2025, as described in the section of this proxy statement captioned "- Background of the Merger." The Board of Directors did not rely on the May Projections in approving the Merger Agreement or the Merger, and Morgan Stanley and J.P. Morgan did not rely on the May Projections for purposes of their respective financial analyses delivered in connection with their respective fairness opinions, as described in the sections of this proxy statement captioned "- Opinion of Akero's Financial Advisor - Morgan Stanley & Co. LLC" and "- Opinion of Akero's Financial Advisor - J.P. Morgan Securities LLC".

May Projections (Risk-Adjusted)

(Amounts in Millions)

The risk-adjusted unlevered free cash flows for the last two quarters of fiscal year 2025 and fiscal years 2026 through 2041 included in the May Projections and used by Morgan Stanley and J.P. Morgan in connection with their respective preliminary financial analyses presented to the Board of Directors on May 21, 2025 were calculated by Akero's management as EBIT (earnings before interest expenses and taxes) minus tax expense plus depreciation and amortization minus capital expenditures and plus/minus changes in net working capital. The May Projections include the following assumptions: estimated net cash of $1,009 million as of June 30, 2025; $450 million in aggregate gross proceeds from an assumed equity financing in 2027 and $350 million in aggregate gross proceeds from an assumed equity financing in 2028; $333 million in U.S. federal net operating loss carryforwards as of December 31, 2024 and an estimated $165 million of additional U.S. federal net operating losses generated in the period between December 31, 2024 and June 30, 2025; and taxes based on a 21% U.S. tax rate and a 26% ex-U.S. tax rate.

For purposes of their respective preliminary financial analysis presented to the Board of Directors on May 21, 2025, Morgan Stanley and J.P. Morgan were instructed by Akero management to calculate the estimated (i) benefit of taxes saved from tax attributes generated as a result of Akero's current and future estimated U.S. federal net operating losses based on a 21% U.S. federal tax rate, and (ii) impact of the cost of the assumed future equity raises, as described in the preceding paragraph, which, in the case of clause (ii), for the avoidance of doubt, is not reflected in the values presented in the table above for the May Projections.

October Projections

In October 2025, the October Projections were provided to the Board of Directors, Morgan Stanley and J.P. Morgan in connection with the evaluation of the proposed transaction with Novo and the other strategic alternatives considered by the Board of Directors and to assist the Board of Directors' strategic review and evaluation of Akero's intrinsic value as a standalone company, as described in the section of this proxy statement captioned "- Background of the Merger."

On October 4, 2025, the Board of Directors reviewed the May Projections Adjustments and discussed with Morgan Stanley and J.P. Morgan their preliminary financial analyses based on such adjustments. After review, the Board of Directors authorized Morgan Stanley and J.P. Morgan to use the October Projections for purposes of their respective financial analyses delivered in connection with their respective fairness opinions as described in the sections of this proxy statement captioned "- Opinion of Akero's Financial Advisor - Morgan Stanley & Co. LLC" and "- Opinion of Akero's Financial Advisor - J.P. Morgan Securities LLC." On the same basis as the October Projections, Akero management also estimated the probability of success for achieving the Approval Milestone set forth in the CVR Agreement to be a 57.4% probability and the estimated timing of achievement of such milestone to be September 2029. However, there is no guarantee that the Approval Milestone pursuant to the CVR Agreement will be achieved, and if achieved, when such achievement will occur.

October Projections (Risk-Adjusted)

(Amounts in Millions)

The risk-adjusted unlevered free cash flows for the last quarter of fiscal year 2025 and fiscal years 2026 through 2041 included in the October Projections and used by Morgan Stanley and J.P. Morgan in connection with their respective fairness opinions presented to the Board of Directors on October 8, 2025, were calculated by Akero's management as EBIT (earnings before interest expenses and taxes) minus tax expense plus depreciation and amortization minus capital expenditures and plus/minus changes in net working capital. The October Projections include the following assumptions: net cash of approximately $994 million as of September 30, 2025; $500 million in aggregate gross proceeds from an assumed equity financing in 2027 and $500 million in aggregate gross proceeds from an assumed equity financing in 2028; $333 million in federal net operating loss carryforwards as of December 31, 2024 and an estimated $266 million of additional federal net operating losses generated in the period between December 31, 2024 and September 30, 2025; and taxes based on a 21% U.S. tax rate and a 26% ex-U.S. tax rate.

For purposes of their respective financial analyses delivered in connection with their respective fairness opinions as described in the sections of this proxy statement captioned "- Opinion of Akero's Financial Advisor - Morgan Stanley & Co. LLC" and "- Opinion of Akero's Financial Advisor - J.P. Morgan Securities LLC," Morgan Stanley and J.P. Morgan were instructed by Akero's management to calculate the estimated (i) benefit of taxes saved from tax attributes generated as a result of Akero's current and future estimated U.S. federal net operating losses based on a 21% U.S. federal tax rate, and (ii) impact of the cost of the assumed future equity raises, as described in the preceding paragraph, which, in the case of clause (ii), for the avoidance of doubt, is not reflected in the values presented in the table above for the October Projections.

Interests of Akero's Directors and Executive Officers in the Merger

When considering the recommendation of the Board of Directors that you vote to approve the Merger Proposal, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of our stockholders generally, as more fully described below. The Board of Directors was aware of and considered these interests to the extent that they existed at the time, among other matters, in evaluating, negotiating and approving the Merger Agreement and the Merger and recommending that the Merger Agreement be adopted by Akero's stockholders.

Akero's executive officers are as follows:

Akero's directors are as follows:

Consideration Payable for Outstanding Shares

Akero's directors and executive officers who own shares of our common stock will receive in the Transactions the same Merger Consideration, on the same terms and conditions, as the other stockholders of Akero, as described in the section of this proxy statement captioned "The Merger Agreement - Merger Consideration."

The following table sets forth the number of issued and outstanding shares of our common stock beneficially owned as of October 22, 2025 by each of Akero's directors and executive officers identified above (and includes shares held by the respective individuals in affiliated funds). For purposes of the table below, the number of shares of our common stock excludes (i) shares of our common stock underlying Company Options and (ii) shares of our common stock that are subject to outstanding and unvested Company RSUs, in both cases as of the date in the preceding sentence, each of which are included in "- Treatment of Equity-Based Awards" below. The following table also sets forth (1) the aggregate Closing Consideration and (2) the potential CVR payment that would be payable in respect of such shares (each share of our common stock will receive one CVR as part of the Merger Consideration) if the Approval Milestone is achieved within the time period required under the CVR Agreement. The amount of potential CVR payment assumes that payment will be made in respect of the CVRs; if such payment is made, the amount paid will be $6.00 per CVR. As explained herein, the CVR payment is conditioned on the achievement of the Approval Milestone set forth in the CVR Agreement, which may or may not be achieved within the allotted time frame.

Treatment of Equity-Based Awards

The Merger Agreement provides that at the Effective Time, each Company Option that is then outstanding and unexercised (whether or not vested) and which has a per share exercise price that is less than the Closing

Consideration (each, an "In the Money Option") will be deemed fully vested and cancelled and converted into the right of the holder to receive (i) a cash payment (without interest and less applicable tax withholdings and other authorized deductions) equal to the product of (a) the excess of (1) the Closing Consideration over (2) the exercise price per share of such In the Money Option, multiplied by (ii) the total number of shares of our common stock subject to such In the Money Option, plus (ii) one CVR for each share of our common stock subject to such In the Money Option. The Closing Consideration exceeds the exercise price of each outstanding Company Option; accordingly, each Company Option will be an In the Money Option.

The following table sets forth, for each of Akero's directors and executive officers, (i) the number of vested and unvested In the Money Options that were held as of October 22, 2025; (ii) the Closing Consideration payable for these In the Money Options; and (iii) the potential CVR payments that would be payable with respect to CVRs issued in respect of these In the Money Options if the Approval Milestone is achieved within the time period required by the CVR Agreement. The amount of the CVR payment, if made, will be $6.00 per CVR. As explained herein, the CVR payment is conditioned on the achievement of the Approval Milestone set forth in the CVR Agreement, which may or may not be achieved.

In addition, at the Effective Time, each then outstanding Company RSU will be deemed fully vested, will be cancelled and converted into the right of the holder to receive (i) a cash payment (without interest and less applicable tax withholdings) equal to the product of (a) the Closing Consideration multiplied by (b) the number of shares of our common stock subject to such Company RSU, plus (ii) one CVR for each share of our common stock subject to such Company RSU.

The following table sets forth, for each of Akero's directors and executive officers identified above, (i) the number of shares of our common stock underlying Company RSUs held as of October 22, 2025; (ii) the Closing Consideration payable for these Company RSUs; and (iii) the potential CVR payments that would be payable pursuant to CVRs issued in respect of these Company RSUs if the Approval Milestone is achieved within the time period required by the CVR Agreement. The amount of the potential CVR payment assumes that each CVR will be paid at the value of $6.00 per CVR. As explained herein, the CVR payment is conditioned on the achievement of the milestone set forth in the CVR Agreement, which may or may not be achieved.