Tvardi Therapeutics Form 4: Director’s stake drops to zero via trust transfer

Rhea-AI Filing Summary

Tvardi Therapeutics (TVRD) – Form 4 insider update: Director & 10% owner Samuel D. Tweardy disclosed that on 07 Jul 2025 he resigned as trustee of a family trust holding 315,658 common shares. Transaction code “J” indicates a transfer with no monetary consideration; stated price $0. Because the shares are now held by the trust without Tweardy’s control, his reported beneficial ownership fell from 315,658 shares to zero. The stock remains locked-up under the 17 Dec 2024 agreement, so the float is unchanged. No derivative positions or additional transactions were reported. While the filing does not reflect an open-market sale, it removes a sizable insider stake, potentially reducing insider–shareholder alignment. The document contains no operating or financial performance data.

Positive

• No shares entered the public market; float and share overhang remain unchanged due to lock-up.

Negative

• Director and 10 % owner’s beneficial stake fell to zero, potentially reducing insider–shareholder alignment and signaling diminished personal exposure.

Insights

Securities Analyst

TL;DR: Insider relinquishes 315k-share stake via trust; no sale, but insider alignment weakens.

The transfer removes Tweardy’s entire 315,658-share position without affecting the public float because the shares remain within the family trust and under lock-up. Nevertheless, investors lose visibility into insider skin-in-the-game, which can negatively influence sentiment and corporate governance scores. The $0 consideration and code J confirm no cash proceeds or tax-driven selling pressure. Near-term trading impact should be minimal, but the reduction in beneficial ownership by a director/10 % holder could weigh on perceptions of commitment ahead of future capital raises.

Corporate Governance Specialist

TL;DR: Governance-neutral transfer; key change is loss of fiduciary link, not share supply.

The resignation as trustee severs Tweardy’s legal control over the trust’s shares yet maintains the lock-up, implying continued stability in share overhang. Because the move stems from estate-planning mechanics rather than trading, regulatory risk is low. Still, proxy advisors may flag the disappearance of a meaningful insider holding when assessing board independence and incentive alignment. Impact on voting dynamics will depend on who now controls the trust, information not provided here.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Tweardy Samuel David

(Last) (First) (Middle)

535 HAROLD AVENUE NE

(Street)

ATLANTA GA 30307

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tvardi Therapeutics, Inc. [ TVRD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/07/2025		J(1)		315,658	D	$0	0	I	By Trust(1)
Common Stock	07/07/2025		J(1)		315,658	D	$0	0	I	By Trust(1)
Common Stock								315,658	I	By Trust(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Reporting Person resigned as trustee of the family trust that directly holds the shares, as such the Reporting Person no longer retains any form beneficial ownership. The resignation does not constitute a sale of the of the shares and was permitted by the lock-up agreement by and between each family trust and the Issuer, dated December 17, 2024, and the shares remain subject to the lock-up agreement pursuant to the terms thereof.

2. Securities are directly held by a family trust of which the Reporting Person is the trustee. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

	/s/ Samuel D. Tweardy	08/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Tvardi Therapeutics (TVRD) shares were affected?

315,658 common shares previously attributed to Samuel D. Tweardy were transferred out of his beneficial ownership.

Was the transaction a sale of TVRD stock?

No. It was a code J transfer at $0 consideration; the shares remain in the family trust.

Does Samuel D. Tweardy still own Tvardi Therapeutics shares after this filing?

According to the Form 4, his beneficial ownership is now 0 shares following resignation as trustee.

What is transaction code "J" on a Form 4?

Code J denotes “other” transfers, commonly estate or trust restructurings, with no market purchase or sale.

Are the transferred shares still subject to a lock-up agreement?

Yes, the filing states the shares remain locked under the 17 Dec 2024 agreement with the issuer.