[Form 4] vTv Therapeutics Inc. Insider Trading Activity

Rhea-AI Filing Summary

Srinivas Akkaraju, a director of vTv Therapeutics (VTVT), reported on Form 4 that related investment vehicles managed or controlled by him participated in a securities purchase closed on September 22, 2025. Samsara Opportunity Fund, L.P. purchased 106,000 shares of Class A common stock at $15.265 per share and received pre-funded warrants exercisable for up to 877,214 shares plus common warrants exercisable for up to 983,214 shares. Separately, securities held by Samsara BioCapital, L.P. include 206,784 shares of Class A common stock, pre-funded warrants exercisable for up to 1,548,101 shares, and common warrants exercisable for up to 655,523 shares. The pre-funded warrants are exercisable at $0.01 with no expiration; common warrants have an exercise price of $22.71 and expire by September 3, 2030 or upon certain conditions. Ownership is reported as indirect through the named investment entities and the reporting person disclaims direct beneficial ownership except to the extent of his pecuniary interest.

Insights

Financial Analyst

TL;DR: Significant new equity and warrant positions were acquired by Samsara-affiliated funds at a $15.265 per-share purchase price, increasing potential future dilution.

The transaction shows institutional investment via Samsara Opportunity Fund and Samsara BioCapital, increasing their holdings through direct shares, large pre-funded warrants exercisable for millions of shares, and common warrants exercisable at $22.71. The pre-funded warrants remove near-term cash exercise barriers while common warrants create potential dilution through 2028–2030 timeframes depending on exercise conditions. Reported ownership is indirect through fund structures, and the reporting person disclaims beneficial ownership beyond pecuniary interest, which is customary for GP-managed fund positions.

Corporate Governance Expert

TL;DR: A director-linked investor increased stake via fund purchases and warrants, disclosed appropriately as indirect ownership on Form 4.

The filing appropriately identifies the reporting person as a director and discloses indirect ownership through fund entities and general partner relationships. The limits on warrant exercise to avoid >9.99% ownership are noted, which is a governance mechanism affecting future voting and ownership concentration. No amendments or unusual restrictive arrangements beyond standard exercise limitations are disclosed in the document.

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

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

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)
09/22/2025

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
Class A Common Stock	09/22/2025		A(1)		106,000	A	$15.265	106,000	I	By Samsara Opportunity Fund, L.P.(2)
Class A Common Stock								206,784	I	By Samsara BioCapital, L.P.(3)

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	09/22/2025		A(1)		877,214		(4)	(4)	Class A Common Stock	877,214	(1)	877,214	I	By Samsara Opportunity Fund, L.P.(2)
Warrant (Right to Buy)	$22.71	09/22/2025		A(1)		983,214		(5)	(5)	Class A Common Stock	983,214	(1)	983,214	I	By Samsara Opportunity Fund, L.P.(2)
Pre-Funded Warrants (Right to Buy)	$0.01							(4)	(4)	Class A Common Stock	1,548,101		1,548,101	I	By Samsara BioCapital, L.P.(3)
Warrant (Right to Buy)	$22.71							(5)	(5)	Class A Common Stock	655,523		655,523	I	By Samsara BioCapital, L.P(3)

Explanation of Responses:

1. On August 29, 2025, Samsara Opportunity Fund, L.P. ("Samsara Opportunity Fund") entered into a securities purchase agreement with the Issuer pursuant to which Samsara Opportunity Fund purchased 106,000 shares of the Issuer's Class A Common Stock; pre-funded warrants exercisable for up to 877,214 shares of the Issuer's Class A Common Stock and common warrants exercisable for up to 983,214 shares of the Issuer's Class A Common Stock. The transaction closed on September 22, 2025.

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

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 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.

5. 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	09/24/2025
	** 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 insider activity?

The Form 4 discloses that Samsara Opportunity Fund and Samsara BioCapital purchased shares and received pre-funded and common warrants on 09/22/2025, as reported by director Srinivas Akkaraju.

How many Class A shares were purchased and at what price?

Samsara Opportunity Fund purchased 106,000 shares at $15.265 per share on 09/22/2025.

What types and amounts of derivative securities were reported in the VTVT filing?

Pre-funded warrants: 877,214 (Samsara Opportunity) and 1,548,101 (Samsara BioCapital) underlying Class A shares; Common warrants: 983,214 (Samsara Opportunity) and 655,523 (Samsara BioCapital) underlying Class A shares.

What are the exercise prices and expiration terms for the warrants?

Pre-funded warrants exercise at $0.01 with no expiration and may not be exercised past a 9.99% ownership cap; common warrants exercise at $22.71 and expire on the earlier of September 3, 2030 or 90 days after certain exercise conditions are met, with a 9.99% ownership cap.

Does the reporting person claim direct beneficial ownership of the securities?

No. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest; securities are held indirectly by Samsara fund entities and related GP entities.