Rubric Capital Management LP and David Rosen report beneficial ownership of 3,766,749 shares of Trevi Therapeutics, Inc. common stock, equal to 2.94% of the outstanding shares based on 128,230,134 shares as of October 31, 2025. They share voting and dispositive power over all reported shares and indicate that the position is held in the ordinary course of business. They state the holdings were not acquired and are not held to change or influence control of Trevi Therapeutics.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Trevi Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
89532M101
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
89532M101
1
Names of Reporting Persons
Rubric Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,766,749.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,766,749.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,766,749.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.94 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
89532M101
1
Names of Reporting Persons
David Rosen
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,766,749.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,766,749.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,766,749.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.94 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Trevi Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
195 Church Street, 16th Floor, New Haven, CT 06510
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Rubric Capital Management LP ("Rubric Capital"), the investment adviser to certain investment funds and/or accounts (collectively, the "Rubric Funds") that hold the shares of common stock, par value $0.001 per share (the "Common Stock") of Trevi Therapeutics, Inc., a Delaware corporation (the "Issuer") reported herein; and
(ii) David Rosen ("Mr. Rosen"), Managing Member of Rubric Capital Management GP LLC, the general partner of Rubric Capital.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the forgoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 155 East 44th St, Suite 1630, New York, NY 10017.
(c)
Citizenship:
Rubric Capital is a Delaware limited partnership. Mr. Rosen is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(e)
CUSIP No.:
89532M101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in Row (11) of the cover page for each of the Reporting Persons and in Item 4(b) is based on the 128,230,134 shares of Common Stock outstanding as of October 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 filed with the Securities and Exchange Commission on November 13, 2025.
(b)
Percent of class:
2.94 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a).
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Who is reporting ownership of Trevi Therapeutics (TRVI) shares in this Schedule 13G/A?
The filing shows Rubric Capital Management LP and David Rosen as reporting persons. Rubric Capital advises certain investment funds holding Trevi Therapeutics common stock, and Rosen is Managing Member of Rubric Capital Management GP LLC, Rubric Capital’s general partner.
How many Trevi Therapeutics (TRVI) shares do Rubric Capital and David Rosen beneficially own?
They report beneficial ownership of 3,766,749 Trevi Therapeutics common shares. This amount is attributed to investment funds and accounts advised by Rubric Capital, over which they share both voting power and dispositive power according to the Schedule 13G/A.
What percentage of Trevi Therapeutics (TRVI) does Rubric Capital’s position represent?
The filing states a beneficial ownership of 2.94% of Trevi Therapeutics’ common stock. This percentage is calculated using 128,230,134 shares outstanding as of October 31, 2025, as reported in Trevi’s Form 10-Q for the quarter ended September 30, 2025.
Do Rubric Capital and David Rosen have sole or shared voting power over Trevi Therapeutics (TRVI) shares?
They report 0 shares with sole voting power and 3,766,749 shares with shared voting power. They also report no sole dispositive power and shared dispositive power over the same 3,766,749 Trevi Therapeutics common shares.
Are Rubric Capital’s Trevi Therapeutics (TRVI) shares held to influence control of the company?
The certification states the securities were acquired and are held in the ordinary course of business. It further states they were not acquired and are not held to change or influence control of Trevi Therapeutics or in connection with any such control transaction.
What type of reporting persons are listed for the Trevi Therapeutics (TRVI) Schedule 13G/A?
Rubric Capital Management LP is classified as an investment adviser (IA), organized in Delaware. David Rosen is classified as a HC (parent holding company or control person) and is a citizen of the United States, according to the ownership cover pages.