Key deadlines for Tvardi Therapeutics (NASDAQ: TVRD) 2026 stockholder meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Tvardi Therapeutics, Inc. has scheduled its 2026 Annual Meeting of Stockholders for June 9, 2026. Stockholder proposals seeking inclusion in the company’s proxy materials under SEC Rule 14a-8 must be received at the principal executive offices by March 16, 2026.

For other business or director nominations brought directly before the meeting under the company’s Amended and Restated Bylaws, stockholders must also submit notice by March 16, 2026. Separate notice for soliciting proxies in support of alternative director nominees in compliance with SEC Rule 14a-19 is due by April 10, 2026.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

03/06/2026 - 04:01 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 6, 2026

Tvardi Therapeutics, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	001-36279	75-3175693
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3 Sugar Creek Ctr. Blvd. Suite 525 Sugar Land, Texas		77478
(Address of principal executive offices)		(Zip Code)

(713) 489-8654

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		TVRD		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01.

Other Events.

Tvardi Therapeutics, Inc. (the “Company”) has set June 9, 2026 as the date for the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). Proposals of stockholders intended to be presented at the 2026 Annual Meeting pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be received by the Company at its principal executive offices a reasonable time before the Company begins to print and send its proxy materials in order to be considered for inclusion in the Company’s proxy statement and proxy card relating to the 2026 Annual Meeting. The Company will consider proposals received on or before March 16, 2026 to have been received a reasonable time before the Company begins to print and send its proxy materials.

In addition, the Company’s Amended and Restated Bylaws (the “Bylaws”) establish an advance notice procedure for nominations for election to the Board of Directors of the Company (the “Board”) and other matters that stockholders wish to present for action at an annual meeting other than those to be included in the Company’s proxy statement. The Company must receive such proposals by the later of the close of business on the 90th day prior to such annual meeting and the 10th day following the day on which public announcement of the date of such meeting was first made. For the 2026 Annual Meeting, such deadline falls on March 16, 2026. If the stockholder fails to give notice by this date, then the persons named as proxies in the proxies solicited by the Board for the 2026 Annual Meeting may exercise discretionary voting power regarding any such proposal. The Bylaws specify requirements as to the form and content of a stockholder’s notice.

In addition to satisfying the advance notice provisions in the Bylaws relating to director nominations, including the earlier notice deadlines set out above, to comply with Rule 14a-19, the Securities and Exchange Commission’s universal proxy rule, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees in compliance with Rule 14a-19 under the Exchange Act must also provide notice that sets forth the information required by Rule 14a-19 by the later of 60 days prior to the date of the annual meeting or the 10th day following public announcement by the Company of the date of the annual meeting. For the 2026 Annual Meeting, such deadline falls on April 10, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Tvardi Therapeutics, Inc.

Date: March 6, 2026	By:	/s/ Imran Alibhai
	Name:	Imran Alibhai
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

When is Tvardi Therapeutics (TVRD) holding its 2026 Annual Meeting of Stockholders?

Tvardi Therapeutics will hold its 2026 Annual Meeting of Stockholders on June 9, 2026. This meeting allows stockholders to vote on director elections and other properly submitted proposals following the company’s bylaws and SEC proxy rules.

What is the deadline for Tvardi Therapeutics (TVRD) stockholders to submit Rule 14a-8 proposals for the 2026 meeting?

Stockholder proposals under SEC Rule 14a-8 must be received by March 16, 2026. Proposals received by this date are considered timely for possible inclusion in Tvardi Therapeutics’ proxy statement and proxy card for the 2026 Annual Meeting.

What is the advance notice deadline for other stockholder proposals at Tvardi Therapeutics’ 2026 meeting?

For proposals or director nominations not submitted under Rule 14a-8, Tvardi Therapeutics must receive notice by March 16, 2026. These advance notice requirements are set out in the company’s Amended and Restated Bylaws for business brought directly before the meeting.

What happens if a Tvardi Therapeutics (TVRD) stockholder misses the March 16, 2026 advance notice deadline?

If a stockholder does not give notice by March 16, 2026, the company’s proxy holders may exercise discretionary voting on that proposal. This means the board’s designated proxies can vote on late proposals without specific voting instructions from stockholders.

What is the deadline for Tvardi Therapeutics stockholders using the SEC universal proxy rule (Rule 14a-19)?

Stockholders soliciting proxies for their own director nominees under SEC Rule 14a-19 must provide the required notice by April 10, 2026. This notice must include the information Rule 14a-19 specifies, in addition to meeting the company’s bylaw advance notice provisions.

Where must Tvardi Therapeutics (TVRD) stockholders send proposals or nomination notices for the 2026 Annual Meeting?

Proposals and nomination notices must be received at Tvardi Therapeutics’ principal executive offices. Submissions must follow SEC Rule 14a-8 or the company’s Amended and Restated Bylaws, including all required information and the applicable March 16 or April 10, 2026 deadlines.

Filing Exhibits & Attachments

3 documents