Schedule 13G/A (Amendment 1) discloses the current ownership of Tvardi Therapeutics, Inc. (TVRD) by Samuel D. Tweardy.
The filer reports 315,658 common shares, held via the Samuel David Tweardy 2020 Gift Trust, representing 3.4 % of the 9,373,433 shares outstanding as of 8 Aug 2025. He retains sole voting and dispositive power over the entire stake; no shared power is indicated.
Tweardy resigned as trustee of two related 2020 Gift Trusts—actions permitted under an existing 17 Dec 2024 lock-up agreement—so those trusts’ shares are no longer included in his beneficial ownership. Item 5 confirms the position is now 5 % or less of the class, qualifying the filing for passive Schedule 13G treatment. The certification states the shares were not acquired to influence control of the issuer.
Positive
None.
Negative
None.
Insights
TL;DR – Tweardy now owns 3.4 % of TVRD, below the 5 % threshold; impact on control or float is minimal.
This 13G/A signals that Samuel D. Tweardy’s beneficial ownership has fallen under the 5 % reporting line, reducing his classification from a large to a sub-5 % passive holder. All 315,658 shares are subject to a lock-up, so near-term trading impact is limited. Because no change-of-control intent is declared and no voting agreements exist, governance implications appear neutral. Overall market impact should be modest, though awareness of the reduced insider concentration may slightly improve perceived float liquidity.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
TVARDI THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
140755208
(CUSIP Number)
07/07/2025
(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.
140755208
1
Names of Reporting Persons
Samuel D. Tweardy
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
315,658.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
315,658.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
315,658.00
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)
3.4 %
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:
Samuel D. Tweardy
(b)
Address or principal business office or, if none, residence:
535 Harold Avenue NE
Atlanta, GA 30307
(c)
Citizenship:
United States
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
140755208
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 sets forth the aggregate number of securities of the Issuer beneficially owned by the Reporting Person and is incorporated by reference. The Reporting Person's ownership of the Issuer's securities consists of 315,658 shares of common stock directly held by Samuel David Tweardy 2020 Gift Trust, of which the Reporting Person is the trustee. The Reporting Person resigned as the trustee of each of the Benjamin John Tweardy 2020 Gift Trust and the Daniel James Tweardy 2020 Gift Trust (the "Trusts"). The resignations do not constitute a sale of the shares held by either of the Trusts and was permitted by the lock-up agreement by and between each Trust and the Issuer, dated December 17, 2024, and the shares remain subject to the lock-up agreement pursuant to the terms thereof.
(b)
Percent of class:
Row 11 of the Reporting Person's cover page to this Schedule 13G sets forth the percentages of the securities of the Issuer beneficially owned by the Reporting Person and is incorporated by reference. The percentage set forth in each row 11 is based upon 9,373,433 shares of the Issuer's common stock outstanding as of August 7, 2025, as provided by the Issuer's transfer agent.
(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 sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by the Reporting Person 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 sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by the Reporting Person 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 sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by the Reporting Person 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 sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by the Reporting Person 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.
