[SCHEDULE 13G] Verve Therapeutics, Inc. SEC Filing

Rhea-AI Filing Summary

Pentwater Capital Management LP and Matthew Halbower disclosed ownership of 6,720,000 shares of Verve Therapeutics common stock, representing 7.5% of the outstanding class. The filing states this percentage is calculated using 89,143,237 shares outstanding as of May 7, 2025. The shares are directly held by the Pentwater Funds, with Pentwater acting as investment manager and Mr. Halbower identified as the individual connected to the investment manager. The Reporting Persons assert the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the company.

Positive

• Disclosure of a material stake (6,720,000 shares, 7.5%) increases transparency about major ownership in VERV
• Filing specifies computation basis using 89,143,237 shares outstanding as of May 7, 2025
• Certification of ordinary-course holding clarifies the reported position is not stated to be for control purposes

Negative

• None.

Insights

Financial Analyst

TL;DR: Pentwater disclosed a meaningful 7.5% stake in VERV, a material ownership level requiring public reporting but not necessarily indicating control intentions.

The Schedule 13G reports 6,720,000 shares owned via Pentwater Funds, equal to 7.5% of Verve Therapeutics based on 89,143,237 shares outstanding as of May 7, 2025. Filing under Rule 13d-1(b)/(c) indicates the holders represent passive investors or investment advisers rather than activists. This is a routine, required disclosure that increases transparency about major holders and could influence perceptions of institutional interest. No changes to governance, board nominations, or transactions are disclosed here.

Corporate Governance Expert

TL;DR: A 7.5% disclosed stake is material for transparency; the filing affirms passive intent and includes standard certifications.

The filing identifies Pentwater Capital Management LP as the investment manager to the Pentwater Funds and Matthew Halbower as the related individual, with shared voting and dispositive power reported. The certification clarifies the holdings are ordinary-course investments and not for influencing control. From a governance perspective, this disclosure satisfies reporting obligations but does not signal activist governance action or imminent board-level changes.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Verve Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

92539P101

(CUSIP Number)

06/30/2025

(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. 92539P101

1

Names of Reporting Persons

Pentwater 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 6,720,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,720,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,720,000.00

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)

7.5 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 92539P101

1

Names of Reporting Persons

Matthew Halbower

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 6,720,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,720,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,720,000.00

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)

7.5 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Verve Therapeutics, Inc.
(b)	Address of issuer's principal executive offices: 201 Brookline Avenue, Suite 601, Boston, MA 02215
Item 2.
(a)	Name of person filing: This statement is filed by: (i) Pentwater Capital Management LP (the "Investment Manager"), a Delaware limited partnership, and the investment adviser to certain funds (the "Pentwater Funds"), with respect to the shares of common stock, par value $0.001 per share ("Common Stock") of Verve Therapeutics, Inc., a Delaware corporation (the "Company") directly held by the Pentwater Funds; and (ii) Mr. Matthew Halbower ("Mr. Halbower"), the sole shareholder of MCH PWCM Holdings Inc., the general partner of the Investment Manager, with respect to the shares of Common Stock directly held by the Pentwater Funds. 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 foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities and Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 1001 10th Avenue South, Suite 216, Naples, FL 34102.
(c)	Citizenship: The Investment Manager is a Delaware limited partnership. Mr. Halbower is a citizen of the United States.
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(e)	CUSIP No.: 92539P101
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 this Schedule 13G is calculated based upon an aggregate of 89,143,237 shares of Common Stock outstanding as of May 7, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the Securities and Exchange Commission on May 14, 2025.
(b)	Percent of class: 7.5%
(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.
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). The Pentwater Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.
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.

Pentwater Capital Management LP

Signature:	/s/ Matthew Halbower
Name/Title:	By: MCH PWCM Holdings Inc., General Partner, By: Matthew Halbower, Chief Executive Officer
Date:	08/14/2025

Matthew Halbower

Signature:	/s/ Matthew Halbower
Name/Title:	Matthew Halbower, Individually
Date:	08/14/2025

Exhibit Information

Exhibit 99.1: Joint Filing Agreement

FAQ

How many Verve Therapeutics (VERV) shares did Pentwater report owning?

The filing reports 6,720,000 shares of Verve Therapeutics common stock.

What percentage of VERV does the reported stake represent?

The reported stake represents 7.5% of the outstanding common stock.

What outstanding share count did the filing use to calculate the 7.5%?

The percentage is based on 89,143,237 shares outstanding as of May 7, 2025.

Who are the reporting persons named in the Schedule 13G for VERV?

The reporting persons are Pentwater Capital Management LP and Matthew Halbower.

Did the filing state the stake was acquired to influence control of Verve Therapeutics?

No; the filing certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.