Trevi Therapeutics (Nasdaq: TRVI) closed an underwritten public offering of 13,340,000 common shares at $13.00 per share on April 20, 2026, including the full exercise of a 1,740,000-share underwriter option. Gross proceeds were approximately $173 million before underwriting discounts, commissions, and expenses.
The shares were sold by Trevi pursuant to a shelf registration on Form S-3 and the final prospectus supplement has been filed with the SEC.
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Positive
$173M gross proceeds from the offering
Underwriters exercised 1,740,000-share option in full
All 13,340,000 shares sold by Trevi
Negative
Share issuance causes dilution to existing shareholders
Underwriting discounts, commissions and expenses reduce net proceeds
News Market Reaction – TRVI
-5.06%
8 alerts
-5.06%Session close to close
-7.9%Trough in 21 hr 46 min
$2.07BMarket Cap
1.1xRel. Volume
In the Apr 21 session, TRVI declined 5.06%, reflecting a notable negative market reaction.
Argus tracked a trough of -7.9% from its starting point during tracking.
Our momentum scanner triggered 8 alerts that day, indicating moderate trading interest and price volatility.
The stock moved -5.1% in the session following this news. A negative reaction despite the completed ...
Analysis
The stock moved -5.1% in the session following this news. A negative reaction despite the completed $173M equity raise at $13.00 per share would fit concerns about dilution that often follow secondary offerings. Historically, one Trevi offering headline saw a -5.78% move, while another rose 10.59%, underscoring inconsistent responses. A sharp decline could reflect investors recalibrating per-share value against the expanded share count and digestion of recent financing and proxy-related authorizations.
Key Figures
Shares sold (total):13,340,000 sharesOffering price:$13.00 per shareGross proceeds:$173 million+5 more
8 metrics
Shares sold (total)13,340,000 sharesCommon stock in April 20, 2026 underwritten offering
Offering price$13.00 per sharePublic offering price for April 2026 transaction
Gross proceeds$173 millionApproximate total proceeds before underwriting costs
Over-allotment shares1,740,000 sharesAdditional shares sold via full exercise of underwriters’ option
Base shares offered11,600,000 sharesShares in April 17, 2026 424B5 prospectus
Gross proceeds (424B5)$150,800,000Aggregate gross proceeds from base 11.6M shares
Net proceeds (no option)$141.1 millionEstimated net from April 17, 2026 424B5
Net proceeds (full option)$162.4 millionEstimated net if underwriters’ option fully exercised
Announcement of proposed $100M stock sale plus $15M underwriters’ option.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Pattern Detected
Past equity offerings showed mixed reactions: one negative and one strong positive move, suggesting investor response to financings has been event-specific rather than consistently dilutive or accretive.
Recent Company History
Recent offering-tagged events show Trevi raising equity capital multiple times while advancing Haduvio. In June 2025, it priced a $100 million underwritten stock offering at $5.75 per share, with a 30-day option for extra shares, and the stock rose 10.59%. The prior day’s proposed $100 million offering news saw a -5.78% move. Today’s completed $173 million raise continues this pattern of sizeable financings to support development.
Key Terms
underwritten public offering, shelf registration statement, form s-3, securities and exchange commission (sec), +4 more
8 terms
underwritten public offeringfinancial
"announced the closing of its previously announced underwritten public offering of 13,340,000 shares"
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
shelf registration statementregulatory
"The shares were offered by Trevi pursuant to a shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
form s-3regulatory
"shelf registration statement on Form S-3 (File No. 333-291517), which was filed"
Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.
securities and exchange commission (sec)regulatory
"which was filed with the Securities and Exchange Commission (SEC) on November 13, 2025"
A U.S. federal agency that oversees the stock and securities markets, requiring public companies and brokers to register and share accurate financial information so investors can see the facts. It enforces rules, investigates fraud and can pause or change market activity; think of it as a referee whose decisions and investigations affect investor confidence, legal risk and the value of traded securities.
prospectus supplementregulatory
"This offering was made only by means of a prospectus supplement and the accompanying prospectus"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
joint book-running managersfinancial
"Morgan Stanley, Leerink Partners, Cantor, and Stifel acted as joint book-running managers"
Joint book-running managers are the lead banks or financial firms responsible for organizing and overseeing the sale of a large financial offering, such as a company’s stock or bonds. They coordinate efforts to set the price, attract investors, and ensure the offering is successful. Their role is important to investors because they help ensure the offering is well-managed, properly priced, and accessible to a wide range of buyers.
lead managerfinancial
"and Oppenheimer & Co. acted as lead manager."
A lead manager is the main investment bank or financial firm that organizes and runs a securities offering, such as an IPO or bond sale. They coordinate the paperwork and checks, set pricing guidance, recruit other banks, market the deal to investors and decide how securities are allocated — like a project manager or conductor — and their skill and reputation materially affect pricing, demand and investor access.
public offering pricefinancial
"shares of its common stock at a public offering price of $13.00 per share"
The public offering price is the amount of money a company charges investors to buy its shares during a new stock sale to the public. It determines how much the company raises and how much each share is worth at the start of trading. For investors, it helps gauge the initial value of the stock and whether it might be a good investment opportunity.
NEW HAVEN, Conn., April 20, 2026 (GLOBE NEWSWIRE) -- Trevi Therapeutics, Inc. (Nasdaq: TRVI), a clinical-stage biopharmaceutical company developing the investigational therapy Haduvio™ (oral nalbuphine ER) for the treatment of chronic cough in patients with idiopathic pulmonary fibrosis (IPF), non-IPF interstitial lung disease (non-IPF ILD), and refractory chronic cough (RCC), today announced the closing of its previously announced underwritten public offering of 13,340,000 shares of its common stock at a public offering price of $13.00 per share, which includes 1,740,000 additional shares issued upon the exercise in full by the underwriters of their option to purchase additional shares of common stock in the public offering at the public offering price, less underwriting discounts and commissions. The total proceeds of the public offering were approximately $173 million, before deducting underwriting discounts and commissions and expenses payable by Trevi. All of the shares in the offering were sold by Trevi.
Morgan Stanley, Leerink Partners, Cantor, and Stifel acted as joint book-running managers for the offering and Oppenheimer & Co. acted as lead manager.
The shares were offered by Trevi pursuant to a shelf registration statement on Form S-3 (File No. 333-291517), which was filed with the Securities and Exchange Commission (SEC) on November 13, 2025 and became effective automatically upon filing. This offering was made only by means of a prospectus supplement and the accompanying prospectus that form a part of the registration statement. The final terms of the offering are disclosed in a final prospectus supplement which has been filed with the SEC. Copies of the final prospectus supplement and the accompanying prospectus may also be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014, or by email at prospectus@morganstanley.com; Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, or by telephone at (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com; Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, New York 10022, or by email at prospectus@cantor.com; or Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, CA 94104, by telephone at (415) 364-2720 or by email at syndprospectus@stifel.com.
This press release shall not constitute an offer to sell, or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Trevi Therapeutics, Inc.
Trevi Therapeutics, Inc. is a clinical-stage biopharmaceutical company developing the investigational therapy Haduvio™ (oral nalbuphine extended-release) for the treatment of chronic cough in patients with idiopathic pulmonary fibrosis (IPF), non-IPF interstitial lung disease (non-IPF ILD), and refractory chronic cough (RCC). Haduvio is the first and only investigational therapy to show a statistically significant reduction in cough frequency in clinical trials across both patients with IPF chronic cough and in patients with RCC. Haduvio acts on the cough reflex arc both centrally and peripherally as a kappa agonist and a mu antagonist (KAMA), targeting opioid receptors that play a key role in controlling chronic cough. Nalbuphine is not currently scheduled by the U.S. Drug Enforcement Agency. Trevi intends to propose Haduvio as the trade name for oral nalbuphine ER. Its safety and efficacy have not been evaluated by any regulatory authority.
Investor Contact
Jonathan Carlson Trevi Therapeutics, Inc. (203) 654 3286 IR@trevitx.com
How much capital did Trevi (TRVI) raise in the April 20, 2026 offering?
Trevi raised approximately $173 million in gross proceeds from the offering. According to the company, this includes the full exercise of a 1,740,000-share underwriter option and precedes deductions for fees and expenses.
How many TRVI shares were sold and what was the offering price on April 20, 2026?
Trevi sold 13,340,000 common shares at $13.00 per share in the offering. According to the company, the total includes shares issued upon full exercise of the underwriters' option.
Who managed Trevi's (TRVI) underwritten offering closed April 20, 2026?
The offering was led by Morgan Stanley, Leerink Partners, Cantor, and Stifel as joint book-running managers. According to the company, Oppenheimer & Co. acted as lead manager.
Will the April 20, 2026 TRVI offering dilute existing shareholders?
Yes — issuing 13,340,000 new shares results in dilution for existing shareholders. According to the company, all offered shares were sold by Trevi, which increases the outstanding share base.
Where can investors find the final prospectus for Trevi's April 20, 2026 offering (TRVI)?
Investors can obtain the final prospectus supplement filed with the SEC from the managing underwriters. According to the company, prospectus copies are available via Morgan Stanley, Leerink Partners, Cantor, or Stifel contact details.
