[Form 4] vTv Therapeutics Inc. Insider Trading Activity

Rhea-AI Filing Summary

vTv Therapeutics Form 4 shows that Samsara BioCapital, L.P. purchased a package of equity-linked securities from the issuer under a securities purchase agreement dated August 29, 2025. The filing reports 655,523 Pre-Funded Warrants exercisable for Class A common stock and 655,523 Common Warrants exercisable for Class A common stock, both recorded with a transaction date of 09/03/2025. The Reporting Person, a director, discloses indirect beneficial ownership through Samsara BioCapital entities and states a post-transaction beneficial ownership figure of 1,548,101 shares for the Pre-Funded Warrant line and 655,523 shares for the Common Warrant line. The Pre-Funded Warrants have no expiration; the Common Warrants expire on the earlier of 09/03/2030 or 90 days after certain exercise conditions are met. Exercise limitations prevent ownership exceeding 9.99% post-exercise.

Positive

• Detailed disclosure of the securities purchase, including exact counts of Pre-Funded Warrants and Common Warrants (655,523 each).
• Pre-Funded Warrants have no expiration,
• Form 4 filed by a director

Negative

• Common Warrants expire
• Exercise restrictions cap beneficial ownership

Insights

Financial Analyst

TL;DR: Insider-related affiliated investor acquired significant warrant positions totaling 1,311,046 underlying shares, increasing potential equity overhang.

The transaction documents that Samsara BioCapital, L.P. purchased 655,523 Pre-Funded Warrants and 655,523 Common Warrants, each exercisable into Class A common stock. The filing quantifies a post-transaction beneficial ownership amount of 1,548,101 shares for the Pre-Funded Warrant line and 655,523 shares for the Common Warrant line as reported. Key terms include no expiration for Pre-Funded Warrants and a contractual 9.99% ownership cap limiting immediate dilution risk from a single holder. For financial modeling, these instruments represent potential future share issuance of up to 1,311,046 shares if fully exercised, subject to the stated ownership limitations and expiration/condition mechanics.

Corporate Governance Expert

TL;DR: Director discloses indirect holdings via affiliated fund; governance transparency maintained through Section 16 filing.

The Reporting Person is identified as a director and discloses indirect beneficial ownership through Samsara BioCapital entities, with the Reporting Person asserting voting and investment power but disclaiming direct beneficial ownership except for pecuniary interest. The Form 4 provides required detail on exercisability, expiration, and ownership caps, supporting regulatory transparency. The 9.99% beneficial ownership limit and the stated exercisability and expiration terms of the Common Warrants are material governance controls that constrain concentration of ownership from these instruments.

09/05/2025 - 06:10 PM

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
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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^*

AKKARAJU SRINIVAS

(Last) (First) (Middle)

C/O VTV THERAPEUTICS INC.

3980 PREMIER DRIVE, SUITE 310

(Street)

HIGH POINT NC 27265

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
vTv Therapeutics Inc. [ VTVT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

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

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
Pre-Funded Warrants (Right to Buy)	$0.01	09/03/2025		A(1)		655,523		(2)	(2)	Class A Common Stock	655,523	(1)	1,548,101	I	Samsara BioCapital, L.P.(3)
Warrant to Purchase Class A Common Stock (Right to Buy)	$22.71	09/03/2025		A(1)		655,523		(4)	(4)	Class A Common Stock	655,523	(1)	655,523	I	By Samsara BioCapital, L.P.(3)

Explanation of Responses:

1. On August 29, 2025, Samsara BioCapital, L.P. ("Samsara LP") entered into a securities purchase agreement with the Issuer pursuant to which Samsara LP purchased pre-funded warrants exercisable for up to 655,523 shares of the Issuer's Class A Common Stock and common warrants exercisable for up to 655,523 shares of the Issuer's Class A Common Stock.

2. The Pre-Funded Warrants have no expiration date and are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrants if the holder, together with its Attribution Parties (as defined in the Common Warrants), would beneficially own more than 9.99% of the number of shares of Class A Common Stock outstanding immediately after giving effect to such exercise.

3. These securities are held by Samsara LP. Samsara BioCapital GP, LLC ("Samsara LLC") is the general partner of Samsara LP and may be deemed to beneficially own the securities held by Samsara LP. The Reporting Person has voting and investment power over the securities held by Samsara LP and, accordingly, may be deemed to beneficially own the securities held by Samsara LP. The Reporting Person disclaims beneficial ownership in these securities except to the extent of his pecuniary interest therein.

4. The Common Warrants are immediately exercisable and expire on the earlier of (i) September 3, 2030 and (ii) the date that is 90 days after the date the Exercise Conditions (as defined in the Common Warrants) have been met. A holder of Common Warrants may not exercise the Common Warrants if the holder, together with its Attribution Parties (as defined in the Common Warrants), would beneficially own more than 9.99% of the number of shares of Class A Common Stock outstanding immediately after giving effect to such exercise.

	/s/ Srinivas Akkaraju	09/05/2025
	** 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

What did the Form 4 filed for VTVT disclose about recent insider transactions?

The Form 4 discloses that Samsara BioCapital, L.P. purchased 655,523 Pre-Funded Warrants655,523 Common Warrants09/03/2025.

How many shares can be acquired if the VTVT warrants are fully exercised?

The reported securities are exercisable into a total of up to 1,311,046 shares (655,523 underlying each for Pre-Funded and Common Warrants), subject to ownership limits described in the filing.

What exercise and expiration terms apply to the VTVT warrants?

Pre-Funded Warrants have no expiration and are exercisable any time subject to ownership limits. Common Warrants are immediately exercisable and expire on the earlier of 09/03/2030 or 90 days after certain Exercise Conditions are met.

Who is the reporting person on the VTVT Form 4 and what is their relationship to the issuer?

The reporting person is Srinivas Akkaraju, identified as a director, who reports indirect beneficial ownership through Samsara BioCapital entities.

Does the filing place any limit on exercising the warrants for VTVT?

Yes. Both Pre-Funded and Common Warrants include a restriction that a holder may not exercise if doing so would cause that holder and its Attribution Parties to beneficially own more than 9.99% of Class A common stock outstanding immediately after exercise.