Tvardi Therapeutics, Inc. received an amended Schedule 13G filing from investor Ronald A. DePinho, reporting his beneficial ownership of the company’s common stock. As of December 31, 2025, he beneficially owned 426,190 shares, including 3,635 shares held through an entity he controls.
This stake represents 4.5% of Tvardi’s common stock, based on 9,381,344 shares outstanding as of November 10, 2025, as reported in Tvardi’s Form 10-Q. DePinho has sole voting and dispositive power over all reported shares and indicates that the holdings are not for the purpose of changing or influencing control of the company.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
TVARDI THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
140755307
(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.
140755307
1
Names of Reporting Persons
Ronald A. DePinho
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
426,190.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
426,190.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
426,190.00
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)
4.5 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
TVARDI THERAPEUTICS, INC.
(b)
Address of issuer's principal executive offices:
3 Sugar Creek Ctr Blvd, Suite 525, Sugar Land, TX, 77478.
Item 2.
(a)
Name of person filing:
Ronald A. DePinho
(b)
Address or principal business office or, if none, residence:
2929 Weslayan St.
Houston, TX 77027
(c)
Citizenship:
United States
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
140755307
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:
Row 9 of the Reporting Person's cover page to this Schedule 13G/A sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by the Reporting Person as of December 31, 2025 and is incorporated by reference.
The Reporting Person's ownership of the Issuer's securities consists of 422,555 shares of common stock directly held by the Reporting Person and 3,635 shares of common stock held by an entity controlled by the Reporting Person.
(b)
Percent of class:
Row 11 of the Reporting Person's cover page to this Schedule 13G/A sets forth the percentage of the shares of common stock of the Issuer beneficially owned by the Reporting Person as of December 31, 2025 and is incorporated by reference. The percentage set forth in row 11 is based upon 9,381,344 shares of the Issuer's common stock outstanding as of November 10, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 13, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of the Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by the Reporting Person as of December 31, 2025 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of the Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by the Reporting Person as of December 31, 2025 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of the Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by the Reporting Person as of December 31, 2025 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of the Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by the Reporting Person as of December 31, 2025 and is incorporated 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.
Not Applicable
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 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.
