0001104659-26-096424 | 10-Q | XBRL Viewer

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Leases - Weighted-average discount rate and remaining lease term (Details)	Jun. 30, 2026	Jun. 30, 2025
Leases
Weighted-average discount rate	9.50%	9.50%
Weighted-average remaining lease term	1 year 29 days	2 years 29 days

Fair Value Measurements

6 Months Ended

Jun. 30, 2026

Fair Value Measurements

Fair Value Measurements

3.Fair Value Measurements

The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values (in thousands):


	Fair Value Measurements as of
	June 30, 2026
	Level 1		Level 2		Level 3		Total
Financial assets:
Cash equivalents:
Money market funds	$	15,065	$	—	$	—	$	15,065
Total financial assets	$	15,065	$	—	$	—	$	15,065


	Fair Value Measurements as of
	December 31, 2025
	Level 1		Level 2		Level 3		Total
Financial assets:
Cash equivalents:
Money market funds	$	20,011	$	—	$	—	$	20,011
Short-term investments
U.S. Treasury Notes		10,077		—		—		10,077
Total financial assets	$	30,088	$	—	$	—	$	30,088

The Company did not have any Level 3 assets or liabilities as of June 30, 2026 and December 31, 2025. There were no transfers between Levels during the periods presented.

The unrealized losses on the Company’s short-term investments for the three and six months ended June 30, 2026 and 2025 were not material.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2026

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2.Summary of Significant Accounting Policies

Other than policies noted below, there have been no significant changes from the significant accounting policies and estimates disclosed in Note 2 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses as of and during the reporting period. The Company bases estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. The Company assesses estimates on an ongoing basis; however, actual results could materially differ from those estimates. Significant estimates and assumptions reflected within these condensed consolidated financial statements include, but are not limited to, prepaid and accrued research and development expenses, including those related to contract research organizations (CROs), contract development manufacturing organizations (CDMOs), and other third-party vendors, and the valuation of the Company’s common stock prior to the Merger, stock-based awards, and the fair value of Convertible Notes (as defined in Note 11, Net (Loss) Income Per Share), which converted to common stock upon close of the Merger. Changes in estimates are recorded in the period in which they become known.

Concentration of Credit Risk and of Significant Suppliers

The Company’s cash and cash equivalents represent potential concentrations of credit risk. The Company deposits its cash and cash equivalents in financial institutions in amounts that may exceed federally insured limits, has not experienced any losses on such accounts and does not believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

The following table presents information about the Company’s significant suppliers:


	For the Three Months Ended				For the Six Months Ended				As of		As of
	June 30,				June 30,				June 30,		December 31,
	2026		2025		2026		2025		2026		2025

	% of operating expenses				% of operating expenses				% of accounts payable
Vendor A	32	%	45	%	37	%	41	%	76	%	84	%

For the three and six months ended June 30, 2026 and 2025, no additional suppliers accounted for more than 10% of the Company’s operating expenses or accounts payable. The Company’s preclinical studies and clinical trials and testing could be adversely affected by a significant interruption in the supply chain from its significant suppliers.

Cash and Cash Equivalents

The Company considers all highly liquid investments, with an original maturity of three months or less, to be cash equivalents. Cash equivalents include amounts held in money market funds in the amount of $15.1 million and $20.0 million as of June 30, 2026 and December 31, 2025, respectively.

The Company recorded interest income on its cash equivalents of $0.2 million and $0.1 million for the three months ended June 30, 2026 and 2025, respectively, and $0.3 million for each of the six months ended June 30, 2026 and 2025 on its condensed consolidated statements of operations and comprehensive (loss) income.

Short-term Investments

The Company invests excess cash in short-term investments with high credit ratings. These securities consist primarily of U.S. Treasury Notes that are classified as “available-for-sale.” The Company classifies any investments as

short-term if the maturity date is less than or equal to one year from the balance sheet date or as long-term if the maturity date is in excess of one year from the balance sheet date.

The Company’s short-term investments are carried at fair value, with the unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity (deficit). Realized gains and losses and declines in fair value due to credit-related factors are based on the specific identification method and would be included within the non-operating section of the condensed consolidated statements of operations and comprehensive (loss) income, as needed. The Company recorded interest income on short-term investments, inclusive of accretion of its discounts on its short-term investments, in an immaterial amount and $0.3 million during the three months ended June 30, 2026 and 2025, respectively, and $0.1 million and $0.4 million during the six months ended June 30, 2026 and 2025, respectively, which is classified as interest income in the condensed consolidated statements of operations and comprehensive (loss) income.

At each balance sheet date, the Company assesses available-for-sale debt securities in an unrealized loss position to determine whether the unrealized loss or any potential credit losses should be recognized within the non-operating section of the condensed consolidated statement of operations and comprehensive (loss) income. The Company evaluates whether it intends to sell, or it is more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. The credit-related portion of unrealized losses, and any subsequent improvements, are recorded in the condensed consolidated statement of operations and comprehensive (loss) income accordingly, as needed. The portion that is not credit-related is treated in accordance with other unrealized losses as a component of accumulated other comprehensive income (loss) in stockholders’ equity (deficit). There have been no impairment or credit losses recognized during the three and six months ended June 30, 2026 and 2025.

Comprehensive (Loss) Income

Comprehensive (loss) income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from nonowner sources, including unrealized gains and losses on short-term investments held as available-for-sale. For the three and six months ended June 30, 2026, comprehensive loss includes net loss and a net unrealized loss on short-term investments. For the three months ended June 30, 2025, comprehensive income includes net income and a net unrealized loss on short-term investments and for the six months ended June 30, 2025, comprehensive loss includes net loss and a net unrealized loss on short-term investments.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements (or ASU 2025-11). The amendments in ASU 2025-11 are intended to improve the clarity and navigability of the interim reporting guidance in Topic 270 by clarifying its applicability, the types of interim reporting subject to the guidance, and the form and content of interim financial statements. The update also provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events occurring since the end of the most recent annual reporting period that have a material impact on the entity, without fundamentally changing or expanding existing disclosure requirements. This guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 for public business entities, with early adoption permitted. The Company is currently evaluating the provisions of this guidance and the potential impact on its condensed consolidated financial statements and disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (or ASU 2024-03). The amendments in ASU 2024-03 address investor requests for more detailed expense information and require additional disaggregated disclosures in the notes to financial statements for certain categories of expenses that are included in the statement of operations. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the provisions of this guidance and the potential impact on its condensed consolidated financial statements and disclosures.

Leases - Maturities of the Company's operating lease liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Maturities of the Company's operating lease liabilities
2026 (remaining six months)	$ 65
2027	88
Total lease payments	153
Less: imputed interest	(8)
Present value of lease liabilities	145
Less: operating lease liabilities, current portion	123	$ 116
Operating lease liabilities, net of current portion	$ 22	$ 85

Stockholders' Equity (Deficit)	6 Months Ended
Jun. 30, 2026
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit)	8.Stockholders’ Equity (Deficit) Preferred Stock As of June 30, 2026, the Company had 5,000,000 shares of preferred stock authorized, $0.001 par value, pursuant to its amended and restated certificate of incorporation which was assumed in connection with the Merger Agreement in April 2025. However, no such shares were issued or outstanding as of June 30, 2026 or December 31, 2025. Common Stock As of June 30, 2026 and December 31, 2025, the Company’s amended and restated certificate of incorporation authorized the issuance of 150,000,000 shares of $0.001 par value common stock, of which 9,381,344 shares were issued and outstanding. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the Board of Directors, if any. As of June 30, 2026 and December 31, 2025, no dividends were declared. Redeemable Convertible Preferred Stock Prior to the Merger Agreement in April 2025, Legacy Tvardi had issued Series A preferred stock and Series B preferred stock (the Preferred Stock) and classified the Preferred Stock as temporary equity since the shares had redemption features that were not entirely within the control of Legacy Tvardi. Upon the closing of the Merger in April 2025, Legacy Tvardi’s Preferred Stock converted into 3,963,910 shares of the Company’s common stock. As a result, there was no Preferred Stock remaining as of June 30, 2026 and December 31, 2025. Shelf Registration and ATM Facility On May 1, 2026, the Company filed a shelf registration statement on Form S-3 (the Registration Statement) which permits the offering, issuance and sale of common stock, preferred stock, debt securities and warrants having an aggregate offering price of up to $200.0 million in one or more offerings and in any combination of the foregoing. The Registration Statement contains two prospectuses, a base prospectus and an at-the-market offering prospectus (the Original Sales Agreement Prospectus) that covered the offering, issuance and sale of up to $12.5 million of common stock pursuant to a Capital on Demand Sales Agreement (the Sales Agreement), dated as of May 1, 2026 by and between the Company and JonesTrading Institutional Services LLC acting as sales agent (the ATM Facility). The Registration Statement was declared effective by the SEC on May 12, 2026. As of June 30, 2026, no securities had been issued under the Registration Statement, including the ATM Facility. See Note 15, Subsequent Events, for information regarding issuances of securities after June 30, 2026.

Stockholders' Equity (Deficit)

6 Months Ended

Jun. 30, 2026

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit)

8.Stockholders’ Equity (Deficit)

Preferred Stock

As of June 30, 2026, the Company had 5,000,000 shares of preferred stock authorized, $0.001 par value, pursuant to its amended and restated certificate of incorporation which was assumed in connection with the Merger Agreement in April 2025. However, no such shares were issued or outstanding as of June 30, 2026 or December 31, 2025.

Common Stock

As of June 30, 2026 and December 31, 2025, the Company’s amended and restated certificate of incorporation authorized the issuance of 150,000,000 shares of $0.001 par value common stock, of which 9,381,344 shares were issued and outstanding.

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the Board of Directors, if any. As of June 30, 2026 and December 31, 2025, no dividends were declared.

Redeemable Convertible Preferred Stock

Prior to the Merger Agreement in April 2025, Legacy Tvardi had issued Series A preferred stock and Series B preferred stock (the Preferred Stock) and classified the Preferred Stock as temporary equity since the shares had redemption features that were not entirely within the control of Legacy Tvardi. Upon the closing of the Merger in April 2025, Legacy Tvardi’s Preferred Stock converted into 3,963,910 shares of the Company’s common stock. As a result, there was no Preferred Stock remaining as of June 30, 2026 and December 31, 2025.

Shelf Registration and ATM Facility

On May 1, 2026, the Company filed a shelf registration statement on Form S-3 (the Registration Statement) which permits the offering, issuance and sale of common stock, preferred stock, debt securities and warrants having an aggregate offering price of up to $200.0 million in one or more offerings and in any combination of the foregoing. The Registration Statement contains two prospectuses, a base prospectus and an at-the-market offering prospectus (the Original Sales Agreement Prospectus) that covered the offering, issuance and sale of up to $12.5 million of common stock pursuant to a Capital on Demand Sales Agreement (the Sales Agreement), dated as of May 1, 2026 by and between the Company and JonesTrading Institutional Services LLC acting as sales agent (the ATM Facility). The Registration Statement was declared effective by the SEC on May 12, 2026. As of June 30, 2026, no securities had been issued under

the Registration Statement, including the ATM Facility. See Note 15, Subsequent Events, for information regarding issuances of securities after June 30, 2026.

- Definition

The entire disclosure for equity.

+ References

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+ Details

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2026

Summary of Significant Accounting Policies

Schedule of information about significant suppliers


	For the Three Months Ended				For the Six Months Ended				As of		As of
	June 30,				June 30,				June 30,		December 31,
	2026		2025		2026		2025		2026		2025

	% of operating expenses				% of operating expenses				% of accounts payable
Vendor A	32	%	45	%	37	%	41	%	76	%	84	%

Leases (Tables)

6 Months Ended

Jun. 30, 2026

Leases

Schedule of components of lease costs

The components of lease costs, which are included within general and administrative expenses in the Company’s condensed consolidated statements of operations and comprehensive (loss) income were as follows (in thousands):


		For the Three Months Ended June 30,						For the Six Months Ended June 30,
		2026			2025			2026			2025
Lease costs:
Operating lease cost		$	24		$	24		$	48		$	48
Variable lease cost			21			18			43			40
Total lease costs		$	45		$	42		$	91		$	88

Schedule of supplemental disclosure of cash flow information

Supplemental disclosure of cash flow information related to the lease were as follows (in thousands):

 

For the Three Months Ended
June 30,

 

For the Six Months Ended
June 30,

 

2026

 

2025

 

2026

 

2025

Operating cash flows from operating leases

101

100

Schedule of weighted-average discount rate and remaining lease term

The weighted-average discount rate and remaining lease term were as follows:


		For the Three Months Ended June 30,					For the Six Months Ended June 30,
		2026		2025			2026		2025
Weighted-average discount rate		9.50	%	9.50	%		9.50	%	9.50	%
Weighted-average remaining lease term		1.08		2.08			1.08		2.08

Schedule of maturities of the Company's operating lease liabilities

As of June 30, 2026, the maturities of the Company’s operating lease liabilities were as follows (in thousands):


Year Ended December 31,		Amount
2026 (remaining six months)		$	65
2027			88
Total lease payments			153
Less: imputed interest			(8)
Present value of lease liabilities			145
Less: operating lease liabilities, current portion		$	123
Operating lease liabilities, net of current portion		$	22

Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Accrued Expenses
Accrued research and development expenses	$ 2,645	$ 5,744
Accrued employee compensation and benefits	1,184	1,297
Accrued professional fees	465	345
Other accrued expenses	58	321
Total accrued expenses	$ 4,352	$ 7,707

Summary of Significant Accounting Policies - Significant Suppliers (Details) - Supplier concentration risk - Vendor A	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025
Operating expenses
Summary of Significant Accounting Policies
Concentration risk percentage (%)	32.00%	45.00%	37.00%	41.00%
Accounts payable
Summary of Significant Accounting Policies
Concentration risk percentage (%)			76.00%		84.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-18

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-18

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 20
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-20

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-18

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-18

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 275
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-Name Accounting Standards Codification
-Section 55
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 275
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 954
-SubTopic 310
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478785/954-310-50-2

+ Details

- Definition

For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.

+ References + Details

Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Intangible Assets
Licensed patent rights	$ 826	$ 826
Less: accumulated amortization	(535)	(504)
Total intangible assets, net	$ 291	$ 322

Summary of Significant Accounting Policies - Short-term Investments (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Summary of Significant Accounting Policies
Interest income on short-term investments		$ 0.3	$ 0.1	$ 0.4
Impairment or credit losses	$ 0.0	$ 0.0	$ 0.0	$ 0.0

Summary of Significant Accounting Policies - Cash And Cash Equivalents (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025
Summary of Significant Accounting Policies
Amounts held in money market funds	$ 15.1		$ 15.1		$ 20.0
Interest income on cash equivalents	$ 0.2	$ 0.1	$ 0.3	$ 0.3

Prepaid Expenses and Other Current Assets

6 Months Ended

Jun. 30, 2026

Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets

4.Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):


	As of June 30,		As of December 31,
	2026		2025
Prepaid research and development expenses	$	570	$	303
Prepaid insurance		534		194
Other prepaid expenses		200		230
Total prepaid expenses and other current assets	$	1,304	$	727

Net (Loss) Income Per Share (Tables)

6 Months Ended

Jun. 30, 2026

Net (Loss) Income Per Share

Schedule of Basic and diluted net (loss) income per share attributable to common stockholders

Basic and diluted net (loss) income per share attributable to common stockholders was calculated as follows (dollar amounts in thousands):


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2026		2025		2026		2025
Numerator:
Net (loss) income for basic net (loss) income per share attributable to common stockholders	$	(6,457)	$	4,167	$	(13,261)	$	(5,412)
Reversal of fair market value remeasurement net gain on Convertible Notes ⁽¹⁾		—		(12,752)		—		(7,810)
Add back of interest expense from the Convertible Notes ⁽¹⁾		—		93		—		651
Net loss for diluted net loss per share attributable to common stockholders	$	(6,457)	$	(8,492)	$	(13,261)	$	(12,571)

Denominator:
Weighted-average common shares outstanding, basic		9,381,344		8,246,582		9,381,344		5,426,688
Effect of potentially dilutive securities:
Convertible Notes		—		208,641		—		734,279
Weighted-average common shares outstanding, diluted		9,381,344		8,455,223		9,381,344		6,160,967

Net (loss) income per share attributable to common stockholders:
Basic	$	(0.69)	$	0.51	$	(1.41)	$	(1.00)
Diluted	$	(0.69)	$	(1.00)	$	(1.41)	$	(2.04)

________________________

(1)In December 2024, Legacy Tvardi entered into a note purchase agreement to issue and sell convertible notes (the Convertible Notes). Under the fair value option, which the Company elected to account for its Convertible Notes, any change in fair value of the Convertible Notes was recorded to the Company’s condensed consolidated statements of operations and comprehensive (loss) income as a gain or loss from a fair value measurement. When calculating the diluted net loss per share for the prior year periods, the respective fair value remeasurement gain of $12.8 million and net gain of $7.8 million recognized in the condensed consolidated

statement of operations and comprehensive (loss) income during the three and six months ended June 30, 2025, respectively, were reversed and treated as an adjustment to the numerator. In addition, the $0.1 million and $0.7 million of interest expense from the Convertible Notes recognized in the condensed consolidated statements of operations and comprehensive (loss) income during the three and six months ended June 30, 2025, respectively, were added back as an adjustment to the numerator.

Schedule of potentially dilutive securities excluded from the calculation of diluted net loss per share

The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect:


	For the Three Months Ended June 30,		For the Six Months Ended June 30,
	2026	2025	2026	2025
Stock options to purchase common stock	1,537,996	1,216,642	1,537,996	1,216,642

Intangible Assets - Expected remaining amortization expense (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Intangible Assets
2026 (remaining six months)	$ 32
2027	63
2028	63
2029	63
2030	63
Thereafter	7
Total intangible assets, net	$ 291	$ 322

Leases - Supplemental disclosure of cash flow information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Leases
Operating cash flows from operating leases	$ 50	$ 50	$ 101	$ 100

Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2026

Accrued Expenses

Schedule of accrued expenses

Accrued expenses consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):


		As of June 30,		As of December 31,
		2026		2025
Accrued research and development expenses		$	2,645	$	5,744
Accrued employee compensation and benefits			1,184		1,297
Accrued professional fees			465		345
Other accrued expenses			58		321
Total accrued expenses		$	4,352	$	7,707

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2026

Summary of Significant Accounting Policies

Use of Estimates

Concentration of Credit Risk and of Significant Suppliers

The following table presents information about the Company’s significant suppliers:


	For the Three Months Ended				For the Six Months Ended				As of		As of
	June 30,				June 30,				June 30,		December 31,
	2026		2025		2026		2025		2026		2025

	% of operating expenses				% of operating expenses				% of accounts payable
Vendor A	32	%	45	%	37	%	41	%	76	%	84	%

Cash and Cash Equivalents

Short-term Investments

short-term if the maturity date is less than or equal to one year from the balance sheet date or as long-term if the maturity date is in excess of one year from the balance sheet date.

Comprehensive (loss) Income

Comprehensive (Loss) Income

Recently Issued Accounting Pronouncements Not Yet Adopted

- Definition

Disclosure of accounting policy for investment in financial asset.

+ References + Details

- Definition

Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478671/942-235-S50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 275
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-URI https://asc.fasb.org/1943274/2147482861/275-10-50-12

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482861/275-10-50-9

Reference 5: http://www.xbrl.org/2003/role/exampleRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (c)
-SubTopic 10
-Topic 275
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-1

+ Details

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Prepaid Expenses and Other Current Assets
Prepaid research and development expenses	$ 570	$ 303
Prepaid insurance	534	194
Other prepaid expenses	200	230
Total prepaid expenses and other current assets	$ 1,304	$ 727

Stock-based Compensation (Details) - shares		6 Months Ended
Stock-based Compensation (Details) - shares	Apr. 15, 2025	Jun. 30, 2026	Jan. 01, 2026	Dec. 31, 2025
2025 Equity Incentive Plan
Stock-based Compensation
Number of shares authorized	935,554		1,465,233	935,554
Number of shares available for grant		649,650
Increase in the term of plan	5 years
Maximum percentage increase of total outstanding fully diluted common stock	5.00%
2025 Employee Stock Purchase Plan
Stock-based Compensation
Number of shares available for grant		199,490	199,490	93,555
Shares reserved for future issuance	93,555	199,490	199,490	93,555
Shares reserved for issuance, maximum annual automatic increase term	10 years
Share based payment award shares offering periods		0 years
2025 Employee Stock Purchase Plan \| Option 1
Stock-based Compensation
Maximum percentage increase of total outstanding fully diluted common stock	1.00%
2025 Employee Stock Purchase Plan \| Option 2
Stock-based Compensation
Shares reserved for issuance increase in initial share Reserve multiplier	3

Net (Loss) Income Per Share

6 Months Ended

Jun. 30, 2026

Net (Loss) Income Per Share

Net (Loss) Income Per Share

11.Net (Loss) Income Per Share

Basic and diluted net (loss) income per share attributable to common stockholders was calculated as follows (dollar amounts in thousands):


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2026		2025		2026		2025
Numerator:
Net (loss) income for basic net (loss) income per share attributable to common stockholders	$	(6,457)	$	4,167	$	(13,261)	$	(5,412)
Reversal of fair market value remeasurement net gain on Convertible Notes ⁽¹⁾		—		(12,752)		—		(7,810)
Add back of interest expense from the Convertible Notes ⁽¹⁾		—		93		—		651
Net loss for diluted net loss per share attributable to common stockholders	$	(6,457)	$	(8,492)	$	(13,261)	$	(12,571)

Denominator:
Weighted-average common shares outstanding, basic		9,381,344		8,246,582		9,381,344		5,426,688
Effect of potentially dilutive securities:
Convertible Notes		—		208,641		—		734,279
Weighted-average common shares outstanding, diluted		9,381,344		8,455,223		9,381,344		6,160,967

Net (loss) income per share attributable to common stockholders:
Basic	$	(0.69)	$	0.51	$	(1.41)	$	(1.00)
Diluted	$	(0.69)	$	(1.00)	$	(1.41)	$	(2.04)

________________________

Upon the closing of the Merger in April 2025, the Convertible Notes converted into 1,265,757 shares of the Company’s common stock, $0.001 par value per share, in the aggregate. As a result, there were no Convertible Notes outstanding as of June 30, 2026 and December 31, 2025.

For the three and six months ended June 30, 2026, the Company’s potentially dilutive securities include its stock options to purchase common stock. All of the Company’s potentially dilutive securities have been excluded from the computation of diluted net loss per share for the three and six months ended June 30, 2026, as the effect would be anti-dilutive. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders for the three and six months ended June 30, 2026 is the same. For the three and six months ended June 30, 2025, the Company’s potentially dilutive securities included its stock options to purchase common stock, Preferred Stock, and Convertible Notes. The Company’s Convertible Notes had been included in the computation of diluted net loss per share for the three and six months ended June 30, 2025 as the effect was determined to be dilutive, while its stock options to purchase common stock and Preferred Stock were excluded from the diluted net loss per share calculation as the effect was determined to be anti-dilutive.

The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect:


	For the Three Months Ended June 30,		For the Six Months Ended June 30,
	2026	2025	2026	2025
Stock options to purchase common stock	1,537,996	1,216,642	1,537,996	1,216,642

Leases - Narratives (Details)	Apr. 01, 2022 ft² item	Jun. 30, 2026
Leases
Number of operating lease \| item	1
Area of operating lease \| ft²	5,969
Remaining term of lease (years)		1 year 29 days

License Agreements (Details) - USD ($)	3 Months Ended	6 Months Ended	12 Months Ended
License Agreements (Details) - USD ($)	Jun. 30, 2026	Jun. 30, 2026	Dec. 31, 2025
License Agreements
Accrued maintenance fees payable	$ 25,000	$ 25,000	$ 0
Annual maintenance fees			50,000
Payment for maintenance or milestone fees	0	0
Royalty fees pertaining to license agreement	0	0
Minimum
License Agreements
Annual maintenance fee per license	30,000	30,000	30,000
Maximum
License Agreements
Annual maintenance fee per license	$ 50,000	$ 50,000	$ 50,000

Stock-based Compensation - Classification in statement of operations (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Stock-based Compensation
Stock-based compensation	$ 335	$ 627	$ 705	$ 707
Research and development
Stock-based Compensation
Stock-based compensation	92	147	185	176
General and administrative
Stock-based Compensation
Stock-based compensation	$ 243	$ 480	$ 520	$ 531

Net (Loss) Income Per Share - Potentially dilutive securities excluded from the calculation of diluted net loss per share (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Stock options to purchase common stock
Net Income (Loss) Per Share
Antidilutive securities	1,537,996	1,216,642	1,537,996	1,216,642

Stock-based Compensation - Option activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended			6 Months Ended	12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Mar. 31, 2025	Jun. 30, 2026	Dec. 31, 2025
Number of Options
Outstanding beginning				1,212,246
Granted	31,000	397,940	0	325,750
Outstanding ending	1,537,996			1,537,996	1,212,246
Options exercisable	873,832			873,832
Vested and expected to vest outstanding	1,537,996			1,537,996
Weighted-Average Exercise Price
Weighted-average exercise price outstanding beginning				$ 8.68
Granted				3.79
Weighted-average exercise price outstanding ending	$ 7.64			7.64	$ 8.68
Options exercisable	6.66			6.66
Vested and expected to vest outstanding	$ 7.64			$ 7.64
Weighted-Average Remaining Contractual Term and Intrinsic Value
Options outstanding term				7 years 10 days	6 years 9 months 29 days
Options exercisable term				5 years 4 months 13 days
Vested and expected to vest term				7 years 10 days
Outstanding intrinsic value	$ 373			$ 373	$ 1,086
Options exercisable intrinsic value	373			373
Vested and expected to vest intrinsic value	$ 373			$ 373

Income Taxes

6 Months Ended

Jun. 30, 2026

Income Taxes

Income Taxes

10.Income Taxes

For the three and six months ended June 30, 2026 and 2025, there was no current or deferred income tax expense or benefit due to the Company’s current year losses and full valuation allowance. As of June 30, 2026, the Company evaluated all available evidence and concluded that a valuation allowance is still required against its net deferred tax assets because it is more likely than not they will not be realized in the foreseeable future.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477617/942-740-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2026	Aug. 11, 2026
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2026
Document Fiscal Year Focus	2026
Document Transition Report	false
Entity File Number	001-36279
Entity Registrant Name	TVARDI THERAPEUTICS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	75-3175693
Entity Address, Address Line One	3 Sugar Creek Ctr. Blvd.
Entity Address, Adress Line Two	Suite 525
Entity Address, City or Town	Sugar Land
Entity Address State Or Province	TX
Entity Address, Postal Zip Code	77478
City Area Code	713
Local Phone Number	489-8654
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	TVRD
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		13,338,943
Entity Central Index Key	0001346830
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q2
Amendment Flag	false

Stockholders' Equity (Deficit) (Details) $ / shares in Units, $ in Thousands		6 Months Ended	12 Months Ended
	Apr. 15, 2025 shares	Jun. 30, 2026 USD ($) Vote $ / shares shares	Dec. 31, 2025 USD ($) $ / shares shares	May 01, 2026 USD ($) item	Mar. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)
Stockholders' Equity (Deficit)
Common stock, shares authorized (in shares)		150,000,000	150,000,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.001	$ 0.001
Common stock, shares issued (in shares)		9,381,344	9,381,344
Common stock, shares outstanding (in shares)		9,381,344	9,381,344
Number of votes per share \| Vote		1
Dividend declared \| $ / shares		$ 0	$ 0
Redeemable convertible preferred stock \| $					$ 85,503	$ 85,503
Registration Statement on Form S-3
Stockholders' Equity (Deficit)
Maximum aggregate offering price \| $				$ 200,000
Number of prospectus in registration statement \| item				2
Common stock, new shares issued (in shares)		0
Original Sales Agreement Prospectus
Stockholders' Equity (Deficit)
Maximum aggregate offering price \| $				$ 12,500
Tvardi Preferred Stock
Stockholders' Equity (Deficit)
Preferred stock authorized		5,000,000
Preferred stock par value \| $ / shares		$ 0.001
Preferred stock shares issued		0	0
Preferred stock shares outstanding		0	0
Legacy Tvardi Preferred Stock
Stockholders' Equity (Deficit)
Number of shares of Legacy Tvardi preferred stock converted (in shares)	3,963,910
Redeemable convertible preferred stock \| $		$ 0	$ 0

License Agreements

6 Months Ended

Jun. 30, 2026

License Agreements

License Agreements

13.License Agreements

In July 2012, Stem Med Limited Partnership (StemMed) entered into a license agreement (the BCM First Agreement) with Baylor College of Medicine (BCM) for the exclusive, worldwide, sublicensable license to certain patents and patent applications related to STAT3 inhibitors in oncology and certain non-oncology indications (the BCM Patent Rights), which are referred to together with certain cell lines, biological materials, compounds, know-how and technologies as the BCM Technology, in all fields of use. Under the license for the BCM First Agreement, the Company is permitted to make, have made, use, market, sell, offer to sell, lease and import products, processes or services that incorporate, utilize, or are made with the use of the BCM Patent Rights or BCM Technology, which is referred to together as the BCM1 Licensed Products, in all fields of use.

In June 2015, StemMed entered into a second license agreement with BCM (the BCM Second Agreement), which is referred to together with the BCM First Agreement as the BCM License Agreements, for the exclusive, worldwide, sublicensable license to certain patents and patent applications co-owned by BCM and the National Institutes of Health (NIH) related to methods and compositions for the use of STAT3 inhibitors in certain conditions like anaphylaxis (the Licensed Patent Rights). Under the license for the Second BCM Agreement, the Company is permitted to make, have made, use, market, sell, offer to sell, lease and import products, processes or services that incorporate, utilize or are made with the use of the Licensed Patent Rights (the BCM2 Licensed Products), in all fields of use. In April 2026, the Company terminated the BCM Second Agreement related to conditions like anaphylaxis, effective immediately. The Company determined that this termination was not material because the Company has not been and will not be pursuing development in conditions like anaphylaxis.

StemMed assigned the BCM First Agreement and the BCM Second Agreement to the Company in connection with the transfer of all or substantially all of the assets and businesses to which the BCM License Agreements relate to in January and February 2018.

In accordance with BCM License Agreements, and in consideration for the rights and licenses granted to the Company, the Company agreed to pay BCM the following:

Annual maintenance fees, ranging from $30,000 to $50,000 per year, per license.

Milestone payments, up to a low-seven digit figure in the aggregate.

Royalty fees, set at a low single-digit percentage of net sales of any BCM1 Licensed Products or BCM2 Licensed Products.

Milestones include new drug filings, clinical trial stages, and New Drug Application approval by the FDA.

As of June 30, 2026, the Company accrued $25,000 in annual maintenance fees. As of December 31, 2025, the full amount of $50,000 in annual maintenance fees had already been paid and thus no accrual was needed. No payments for maintenance or milestone fees were made during the three and six months ended June 30, 2026. No royalty fees have been incurred to date. All related license costs are expensed as incurred within research and development on the condensed consolidated statements of operations and comprehensive (loss) income.

Stock-based Compensation - Valuation assumptions (Details) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Stock-based Compensation
Per share fair value of common stock	$ 2.79	$ 17.04	$ 3.79	$ 17.04
Expected volatility - Minimum	67.60%	67.87%	67.60%	67.87%
Expected volatility - Maximum	68.00%	68.86%	70.50%	68.86%
Expected term (in years)	5 years 6 months
Risk-free rate		4.00%		4.00%
Risk-free rate - Minimum	3.90%		3.80%
Risk-free rate - Maximum	4.30%		4.30%
Minimum
Stock-based Compensation
Expected term (in years)		5 years 6 months	5 years 6 months	5 years 6 months
Maximum
Stock-based Compensation
Expected term (in years)		6 years 3 months	6 years 3 months	6 years 3 months

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2026
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Intangible Assets - Narratives (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Maximum
Intangible Assets
Amortization expense	$ 0.1	$ 0.1	$ 0.1	$ 0.1

- Definition

The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets.

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+ Details

Leases - Components of lease costs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Lease costs:
Operating lease cost	$ 24	$ 24	$ 48	$ 48
Variable lease cost	21	18	43	40
Total lease costs	$ 45	$ 42	$ 91	$ 88

Segment Reporting

6 Months Ended

Jun. 30, 2026

Segment Reporting

Segment Reporting

14.Segment Reporting

The Company has one reportable segment relating to the discovery and development of novel orally bioavailable, small molecule therapies across a broad range of diseases driven by STAT3 with high unmet need.

The Company’s Chief Operating Decision Maker (CODM), its Chief Executive Officer and Chief Financial Officer, manages the Company’s operations at a company-wide level for the purpose of allocating resources. The key measure of segment profit or loss that the CODM uses to allocate resources and assess financial performance is the Company’s net (loss) income, which is utilized to evaluate the progress of its research and development programs and other expense categories. The CODM makes decisions using this information on a company-wide basis.

The table below shows a reconciliation of the Company’s net (loss) income, including the significant expense categories regularly provided to and reviewed by the CODM, as computed under GAAP, to the Company’s net (loss) income in the condensed consolidated statements of operations and comprehensive (loss) income (in thousands):


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2026		2025		2026		2025
Direct research and development expenses by program:
TTI-101:
HCC	$	1,118	$	967	$	1,818	$	1,404
IPF		137		2,830		137		3,863
mBC		(5)		(268)		(5)		(268)
Pre-clinical, CMC, and other (unallocated) ⁽¹⁾		105		140		192		315
TTI-109		1,362		822		4,264		1,180
Unallocated research and development expense:
Personnel costs		926		917		1,930		1,775
Consultant fees and other costs ⁽²⁾		359		398		577		648
General and administrative expense:
Personnel costs		933		1,038		1,865		1,647
Other general and administrative expenses ⁽³⁾		1,694		2,025		2,902		2,659
Interest income		(172)		(377)		(419)		(652)
Other income, net		—		(12,659)		—		(7,159)
Net (loss) income	$	(6,457)	$	4,167	$	(13,261)	$	(5,412)

⁽¹⁾

Pre-clinical, chemistry, manufacturing and control (CMC), and other (unallocated) costs include preclinical testing, CMC, and other direct research and development expenses that are not allocated to a specific program.

⁽²⁾

Consultant fees and other costs include expenses incurred for research and development consultants as well as payroll costs for employees within the research and development function.

⁽³⁾

Other general and administrative expenses include professional fees, accounting services, rent, and other overhead and administrative expenses.

Assets provided to the CODM are consistent with those reported on the condensed consolidated balance sheets. The Company does not have intra-entity sales or transfers.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Stock-based Compensation (Tables)

6 Months Ended

Jun. 30, 2026

Stock-based Compensation

Schedule of weighted average valuation assumptions for stock options

The following table presents the assumptions used in the Black-Scholes option-pricing model to determine the fair value of stock options granted. For options granted during the three and six months ended June 30, 2026 and 2025, the Company’s closing stock price on the grant date was used.


	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2026				2025		2026			2025
Per share fair value of common stock	$	2.79		$	17.04		$	3.79		$	17.04
Expected volatility		67.6 - 68.0	%		67.87 - 68.86	%		67.6 - 70.5	%		67.87 - 68.86	%
Expected dividends		—	%		—	%		—	%		—	%
Expected term (in years)		5.50			5.50 - 6.25			5.50 - 6.25			5.50 - 6.25
Risk-free rate		3.9 - 4.3	%		4.0	%		3.8 - 4.3	%		4.0	%

Schedule of stock option activity

The following table summarizes option activity during the six months ended June 30, 2026:


				Weighted-			Weighted-Average
		Number of		Average Exercise			Remaining Contractual		Intrinsic Value (In
		Options		Price			Term (In Years)		Thousands)
Outstanding as of January 1, 2026		1,212,246		$	8.68		6.83		$	1,086
Granted		325,750			3.79
Outstanding as of June 30, 2026		1,537,996		$	7.64		7.03		$	373
Options exercisable as of June 30, 2026		873,832		$	6.66		5.37		$	373
Vested and expected to vest as of June 30, 2026		1,537,996		$	7.64		7.03		$	373

Schedule of classification of stock-based compensation

The following table illustrates the classification of stock-based compensation in the condensed consolidated statements of operations and comprehensive (loss) income (in thousands):


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2026		2025		2026		2025
Research and development	$	92	$	147	$	185	$	176
General and administrative		243		480		520		531
Total stock-based compensation	$	335	$	627	$	705	$	707

Accrued Expenses

6 Months Ended

Jun. 30, 2026

Accrued Expenses

Accrued Expenses

6.Accrued Expenses

Accrued expenses consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):


		As of June 30,		As of December 31,
		2026		2025
Accrued research and development expenses		$	2,645	$	5,744
Accrued employee compensation and benefits			1,184		1,297
Accrued professional fees			465		345
Other accrued expenses			58		321
Total accrued expenses		$	4,352	$	7,707

Stock-based Compensation - Additional information (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended			6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Mar. 31, 2025	Jun. 30, 2026	Jun. 30, 2025
Stock-based Compensation
Options granted	31,000	397,940	0	325,750
Weighted-average grant-date fair value of options granted	$ 1.73	$ 11.14		$ 2.51
Exercise of stock options (in shares)	0			0
Aggregate intrinsic value of options exercised		$ 0.1			$ 0.1
Total unrecognized compensation cost of options	$ 3.9			$ 3.9
Unrecognized compensation cost, options weighted-average period of recognition				2 years 9 months

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Income Taxes
Current income tax expense or benefit	$ 0	$ 0	$ 0	$ 0
Deferred income tax expense or benefit	$ 0	$ 0	$ 0	$ 0

Net (Loss) Income Per Share - Basic and diluted net income (loss) per share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Numerator:
Net (loss) income for basic net (loss) income per share attributable to common stockholders	$ (6,457)	$ 4,167	$ (13,261)	$ (5,412)
Reversal of fair market value remeasurement net gain on Convertible Notes		(12,752)		(7,810)
Add back of interest expense from the Convertible Notes		93		651
Net loss for diluted net loss per share attributable to common stockholders	$ (6,457)	$ (8,492)	$ (13,261)	$ (12,571)
Denominator:
Weighted-average common shares outstanding, basic (in shares)	9,381,344	8,246,582	9,381,344	5,426,688
Convertible Notes		208,641		734,279
Weighted-average common shares outstanding, diluted (in shares)	9,381,344	8,455,223	9,381,344	6,160,967
Net (loss) income per share attributable to common stockholders, basic (in dollars per share)	$ (0.69)	$ 0.51	$ (1.41)	$ (1)
Net (loss) income per share attributable to common stockholders, diluted (in dollars per share)	$ (0.69)	$ (1)	$ (1.41)	$ (2.04)

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Current assets:
Cash and cash equivalents	$ 15,765	$ 20,734
Short-term investments		10,077
Prepaid expenses and other current assets	1,304	727
Total current assets	17,069	31,538
Property and equipment, net	36	52
Intangible assets, net	291	322
Operating lease right-of-use assets	104	144
Other non-current assets	17	17
Total assets	17,517	32,073
Current liabilities:
Accounts payable	4,638	3,219
Accrued expenses	4,352	7,707
Operating lease liabilities, current portion	123	116
Total current liabilities	9,113	11,042
Operating lease liabilities, net of current portion	22	85
Total liabilities	9,135	11,127
Commitments and contingencies (Note 12)
Stockholders' Equity:
Common stock, $0.001 par value; 150,000,000 shares authorized as of June 30, 2026 and December 31, 2025; 9,381,344 shares issued and outstanding as of June 30, 2026 and December 31, 2025	9	9
Additional paid-in capital	132,084	131,379
Accumulated other comprehensive income		8
Accumulated deficit	(123,711)	(110,450)
Total stockholders' equity	8,382	20,946
Total liabilities and stockholders' equity	$ 17,517	$ 32,073

Commitments and Contingencies (Details)	6 Months Ended
Commitments and Contingencies (Details)	Jun. 30, 2026
Commitments and Contingencies.
Founders' royalty percentage	1.00%
Number of years after first commercial sale for founders' royalty obligations	15 years

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Operating expenses:
Research and development	$ 4,002	$ 5,806	$ 8,913	$ 8,917
General and administrative	2,627	3,063	4,767	4,306
Total operating expenses	6,629	8,869	13,680	13,223
Loss from operations	(6,629)	(8,869)	(13,680)	(13,223)
Interest income	172	377	419	652
Other income, net		12,659		7,159
Net (loss) income	$ (6,457)	$ 4,167	$ (13,261)	$ (5,412)
Net (loss) income per share attributable to common stockholders, basic (in dollars per share)	$ (0.69)	$ 0.51	$ (1.41)	$ (1)
Net (loss) income per share attributable to common stockholders, diluted (in dollars per share)	$ (0.69)	$ (1)	$ (1.41)	$ (2.04)
Weighted-average common shares outstanding, basic (in shares)	9,381,344	8,246,582	9,381,344	5,426,688
Weighted-average common shares outstanding, diluted (in shares)	9,381,344	8,455,223	9,381,344	6,160,967
Comprehensive (loss) income:
Net (loss) income	$ (6,457)	$ 4,167	$ (13,261)	$ (5,412)
Unrealized loss on short-term investments	(1)	(15)	(8)	(13)
Comprehensive (loss) income	$ (6,458)	$ 4,152	$ (13,269)	$ (5,425)

Stock-based Compensation

6 Months Ended

Jun. 30, 2026

Stock-based Compensation

Stock-based Compensation

9.Stock-based Compensation

2018 Equity Incentive Plan

Legacy Tvardi’s 2018 Stock Incentive Plan (the 2018 Plan) provided employees, consultants and advisors and non-employee members of the Board of Directors and its affiliates with the opportunity to receive grants of stock options, stock awards and equity awards. Since inception, Legacy Tvardi only issued stock options. The Company assumed, effective as of the closing of the Merger, the 2018 Plan, as well as the outstanding awards granted thereunder and the award agreements evidencing the grants of such awards, including any awards granted to the Company’s named executive officers, in each case subject to applicable adjustments in the manner set forth in the Merger Agreement to such awards. No further awards will be granted under the 2018 Plan following the Merger.

2025 Equity Incentive Plan

The Company’s 2025 Equity Incentive Plan (the 2025 Plan) became effective at the closing of the Merger. As of the effective time of the Merger, there were 935,554 shares of the Company’s common stock available for grant under the 2025 Plan. In addition, the number of shares initially reserved and available for issuance under the 2025 Plan may be increased at the discretion of the Company’s Board of Directors (and without any further action by the Company’s stockholders) on January 1 of each year for a period of five years, commencing on January 1, 2026 and ending on January 1, 2030, in an amount not to exceed 5% of the total number of shares of the Fully Diluted Common Stock (as defined in the 2025 Plan) determined on December 31 of the preceding year, if the Company’s Board of Directors acts prior to January 1 of a given year to provide that the increase for such year will occur and to determine the applicable number of additional shares of the Company’s common stock. In the absence of action by the Company’s Board of Directors, no such increase will automatically occur. On January 1, 2026, the aggregate number of shares of common stock that may be issued pursuant to the 2025 Plan increased from 935,554 to 1,465,233, as approved by the Board of Directors.

Shares underlying any Awards that are forfeited, canceled, or reacquired by the Company prior to vesting, satisfied without the issuance of stock or otherwise terminated and shares that are withheld upon exercise of an option of settlement of an award to cover the exercise price or tax withholding shall be added back to the shares available for issuance under the 2025 Plan. As of June 30, 2026, the Company had 649,650 shares remaining available for grant under the 2025 Plan.

2025 Employee Stock Purchase Plan

The Company’s 2025 Employee Stock Purchase Plan (the 2025 ESPP) became effective at the closing of the Merger. As of the effective time of the Merger, there were 93,555 shares of the Company’s common stock reserved for issuance under the 2025 ESPP (the Initial Share Reserve). Additionally, the number of shares of common stock reserved for issuance under the 2025 ESPP will automatically increase on January 1 of each year for a period of up to ten years, beginning on January 1, 2026 and continuing through and including January 1, 2035, by an amount equal to the lesser of (i) 1% of the total number of shares of the Fully Diluted Common Stock (as defined in the 2025 ESPP) determined on December 31 of the preceding year, and (ii) a number of shares equal to three times the Initial Share Reserve. Notwithstanding the foregoing, the Company’s Board of Directors may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares. No offering periods under the 2025 ESPP had been initiated as of June 30, 2026. On January 1, 2026, the aggregate number of shares of common stock that may be issued pursuant to the 2025 ESPP automatically increased from 93,555 to 199,490.

Fair Value Inputs

The fair value of stock option grants is estimated using the Black-Scholes option-pricing model. The Company historically had been a private company prior to the Merger and lacked company-specific historical and implied volatility information. Therefore, it estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so after the Merger until such time as it has adequate

historical data regarding the volatility of its own publicly traded stock price. The expected option term is calculated based on the simplified method for awards with service-based conditions, which uses the midpoint between the vesting date and the contractual term, as the Company does not have sufficient historical data to develop an estimate based on participant behavior. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.


	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2026				2025		2026			2025
Per share fair value of common stock	$	2.79		$	17.04		$	3.79		$	17.04
Expected volatility		67.6 - 68.0	%		67.87 - 68.86	%		67.6 - 70.5	%		67.87 - 68.86	%
Expected dividends		—	%		—	%		—	%		—	%
Expected term (in years)		5.50			5.50 - 6.25			5.50 - 6.25			5.50 - 6.25
Risk-free rate		3.9 - 4.3	%		4.0	%		3.8 - 4.3	%		4.0	%

Stock Options

The Company granted 31,000 and 325,750 stock options during the three and six months ended June 30, 2026, respectively. The Company granted 397,940 stock options during the three months ended June 30, 2025. There were no stock options granted during the three months ended March 31, 2025.

The weighted-average grant date fair value per share of options granted to non-employee members of the Company’s Board of Directors and a consultant during the three months ended June 30, 2026 was $1.73. The weighted-average grant date fair value per share of options granted to employees, non-employee members of the Company’s Board of Directors and a consultant during the six months ended June 30, 2026 was $2.51. The weighted-average grant date fair value per share of options granted to employees, non-employee members of the Company’s Board of Directors and consultants during the three months ended June 30, 2025 was $11.14. The forfeitures of stock options are recorded as incurred.

The following table summarizes option activity during the six months ended June 30, 2026:


				Weighted-			Weighted-Average
		Number of		Average Exercise			Remaining Contractual		Intrinsic Value (In
		Options		Price			Term (In Years)		Thousands)
Outstanding as of January 1, 2026		1,212,246		$	8.68		6.83		$	1,086
Granted		325,750			3.79
Outstanding as of June 30, 2026		1,537,996		$	7.64		7.03		$	373
Options exercisable as of June 30, 2026		873,832		$	6.66		5.37		$	373
Vested and expected to vest as of June 30, 2026		1,537,996		$	7.64		7.03		$	373

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the estimated fair value of the Company’s common stock for those stock options that had exercise prices lower than the estimated fair value of the Company’s common stock. There were no exercises of stock options during the three and six months ended June 30, 2026. The aggregate intrinsic value of stock options exercised during each of the three and six months ended June 30, 2025 was $0.1 million.

The following table illustrates the classification of stock-based compensation in the condensed consolidated statements of operations and comprehensive (loss) income (in thousands):


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2026		2025		2026		2025
Research and development	$	92	$	147	$	185	$	176
General and administrative		243		480		520		531
Total stock-based compensation	$	335	$	627	$	705	$	707

As of June 30, 2026, there was $3.9 million of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of 2.75 years.

Leases

6 Months Ended

Jun. 30, 2026

Leases

Leases

7.Leases

The Company has one operating lease pertaining to 5,969 square feet of corporate office space in Sugar Land, Texas pursuant to a lease agreement that commenced April 1, 2022. As of June 30, 2026, the remaining term of lease was 1.08 years. The lease requires monthly lease payments that are subject to annual increases throughout the lease term.


		For the Three Months Ended June 30,						For the Six Months Ended June 30,
		2026			2025			2026			2025
Lease costs:
Operating lease cost		$	24		$	24		$	48		$	48
Variable lease cost			21			18			43			40
Total lease costs		$	45		$	42		$	91		$	88

Supplemental disclosure of cash flow information related to the lease were as follows (in thousands):

 

For the Three Months Ended
June 30,

 

For the Six Months Ended
June 30,

 

2026

 

2025

 

2026

 

2025

Operating cash flows from operating leases

101

100

The weighted-average discount rate and remaining lease term were as follows:


		For the Three Months Ended June 30,					For the Six Months Ended June 30,
		2026		2025			2026		2025
Weighted-average discount rate		9.50	%	9.50	%		9.50	%	9.50	%
Weighted-average remaining lease term		1.08		2.08			1.08		2.08

As of June 30, 2026, the maturities of the Company’s operating lease liabilities were as follows (in thousands):


Year Ended December 31,		Amount
2026 (remaining six months)		$	65
2027			88
Total lease payments			153
Less: imputed interest			(8)
Present value of lease liabilities			145
Less: operating lease liabilities, current portion		$	123
Operating lease liabilities, net of current portion		$	22

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2026	Mar. 31, 2026	Jun. 30, 2025	Mar. 31, 2025	Jun. 30, 2026	Jun. 30, 2025
Pay vs Performance Disclosure
Net Income (Loss)	$ (6,457)	$ (6,804)	$ 4,167	$ (9,579)	$ (13,261)	$ (5,412)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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Reference 44: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Subsequent Events (Details) - USD ($) $ in Millions	1 Months Ended		6 Months Ended
Subsequent Events (Details) - USD ($) $ in Millions	Aug. 11, 2026	Jul. 16, 2026	Jun. 30, 2026	Jul. 17, 2026	May 01, 2026
Registration Statement on Form S-3
Subsequent Events
Maximum aggregate offering price					$ 200.0
Common stock, new shares issued (in shares)			0
Original Sales Agreement Prospectus
Subsequent Events
Maximum aggregate offering price					$ 12.5
Subsequent Event \| Original Sales Agreement Prospectus
Subsequent Events
Common stock, new shares issued (in shares)		3,110,769
Common stock, value of new shares issued		$ 11.0
Subsequent Event \| New Sales Agreement Prospectus Supplement
Subsequent Events
Maximum aggregate offering price				$ 9.7
Common stock, new shares issued (in shares)	846,830
Common stock, value of new shares issued	$ 2.3

- Definition

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

+ References + Details

Fair Value Measurements - Recurring Basis (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2026	Dec. 31, 2025
Level 3
Financial liabilities:
Assets, transfers in (out of) level 3	$ 0	$ 0
Recurring
Cash equivalents:
Money market funds	15,065	20,011
U.S. Treasury Notes		10,077
Total financial assets	15,065	30,088
Recurring \| Level 1
Cash equivalents:
Money market funds	15,065	20,011
U.S. Treasury Notes		10,077
Total financial assets	15,065	30,088
Recurring \| Level 3
Cash equivalents:
Total financial assets	0	0
Financial liabilities:
Total financial liabilities	$ 0	$ 0

Nature of the Business and Basis of Presentation (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2026	Mar. 31, 2026	Jun. 30, 2025	Mar. 31, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025
Nature of the Business and Basis of Presentation
Cash and cash equivalents	$ 15,765				$ 15,765		$ 20,734
Short-term investments							10,077
Net (loss) income	(6,457)	$ (6,804)	$ 4,167	$ (9,579)	(13,261)	$ (5,412)
Net cash used in operating activities					(15,087)	$ (13,557)
Accumulated deficit	$ (123,711)				$ (123,711)		$ (110,450)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Segment Reporting (Details) $ in Thousands	3 Months Ended				6 Months Ended
Segment Reporting (Details) $ in Thousands	Jun. 30, 2026 USD ($)	Mar. 31, 2026 USD ($)	Jun. 30, 2025 USD ($)	Mar. 31, 2025 USD ($)	Jun. 30, 2026 USD ($) segment	Jun. 30, 2025 USD ($) segment
Segment Reporting
Number of reportable segments \| segment					1	1
Interest income	$ (172)		$ (377)		$ (419)	$ (652)
Net (loss) income	(6,457)	$ (6,804)	4,167	$ (9,579)	(13,261)	(5,412)
Operating segment \| Single reportable segment
Segment Reporting
General and administrative expense, personnel costs	933		1,038		1,865	1,647
General and administrative expense, other general and administrative expenses	1,694		2,025		2,902	2,659
Interest income	(172)		(377)		(419)	(652)
Other income, net			(12,659)			(7,159)
Operating segment \| HCC \| Single reportable segment
Segment Reporting
Direct research and development expenses by program	1,118		967		1,818	1,404
Operating segment \| IPF \| Single reportable segment
Segment Reporting
Direct research and development expenses by program	137		2,830		137	3,863
Operating segment \| mBC \| Single reportable segment
Segment Reporting
Direct research and development expenses by program	(5)		(268)		(5)	(268)
Operating segment \| Pre-clinical, CMC, and other (unallocated) \| Single reportable segment
Segment Reporting
Direct research and development expenses by program	105		140		192	315
Operating segment \| TTI 109 \| Single reportable segment
Segment Reporting
Direct research and development expenses by program	1,362		822		4,264	1,180
Operating segment \| Unallocated Research and Development \| Single reportable segment
Segment Reporting
Unallocated research and development expense, personnel costs	926		917		1,930	1,775
Unallocated research and development expense, consultant fees and other costs	$ 359		$ 398		$ 577	$ 648

Intangible Assets

6 Months Ended

Jun. 30, 2026

Intangible Assets

Intangible Assets

5.Intangible Assets

Intangible assets consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):


	As of June 30,		As of December 31,
	2026		2025
Licensed patent rights	$	826	$	826
Less: accumulated amortization		(535)		(504)
Total intangible assets, net	$	291	$	322

As of June 30, 2026, the expected remaining amortization expense is as follows (in thousands):


Year Ended December 31,		Amount
2026 (remaining six months)		$	32
2027			63
2028			63
2029			63
2030			63
Thereafter			7
Total		$	291

The Company recognized less than $0.1 million for amortization expense for each of the three and six months ended June 30, 2026 and 2025. Amortization expense is included in research and development expense in the condensed consolidated statements of operations and comprehensive (loss) income.

Nature of the Business and Basis of Presentation

6 Months Ended

Jun. 30, 2026

Nature of the Business and Basis of Presentation

Nature of the Business and Basis of Presentation

1.Nature of the Business and Basis of Presentation

Tvardi Therapeutics, Inc. and its subsidiaries (Tvardi or the Company) is a Delaware corporation headquartered in Houston, Texas. The Company is a clinical-stage biopharmaceutical company focused on the development of novel, oral, small molecule therapies targeting Signal Transducer and Activator of Transcription 3 (STAT3) to treat inflammatory and proliferative diseases with significant unmet need. Based upon its founders’ seminal work and deep understanding of the transcription factor STAT3, the Company has designed an innovative approach to directly inhibit STAT3, a highly validated, yet historically undruggable target. Leveraging this expertise, the Company is developing a pipeline of STAT3 inhibitors with a differentiated mechanism of action and convenient oral dosing. The Company’s pipeline includes two oral, small molecule STAT3 inhibitors: TTI-101 and TTI-109. TTI-101 is the Company’s first-generation direct STAT3 inhibitor, currently in Phase 1b/2 clinical development in hepatocellular carcinoma (HCC). TTI-109 is a phosphate prodrug of TTI-101 that is mechanistically identical to its parent molecule but is designed to enhance systemic drug delivery and improve tolerability. The Company submitted an Investigational New Drug (IND) application for TTI-109 in June 2025. In July 2026, the Company reported positive results from its Phase 1 clinical trial of TTI-109 in healthy volunteers evaluating safety, tolerability, pharmacokinetics and bioequivalence to TTI-101. Later in July 2026, the Company announced that it had selected ulcerative colitis (UC) as the initial disease indication for TTI-109.

Merger

On December 17, 2024, the Delaware corporation formerly known as Tvardi Therapeutics, Inc. (Legacy Tvardi) entered into an agreement and plan of merger and reorganization (the Merger Agreement) with Cara Therapeutics, Inc. (Cara), and CT Convergence Merger Sub, Inc., a wholly-owned subsidiary of Cara (Merger Sub), pursuant to which Merger Sub merged with and into Legacy Tvardi, with Legacy Tvardi surviving the merger as a wholly-owned subsidiary of Cara (such transaction, the Merger). Upon the closing of the Merger on April 15, 2025, Cara changed its corporate name to Tvardi Therapeutics, Inc. and Legacy Tvardi’s business continued as the business of the Company. Unless otherwise indicated or the context otherwise requires, references in these notes to condensed consolidated financial statements to “Tvardi” and “the Company” refer to the business and operations of Legacy Tvardi prior to the Merger and to Tvardi Therapeutics, Inc. and its consolidated subsidiaries following the Merger.

Risks and Uncertainties

The Company is subject to risks and uncertainties common to early-stage companies in the biopharmaceutical industry, including, but not limited to, successful development of TTI-101 and TTI-109, the development of new technological innovations by competitors, dependence on key personnel, the ability to attract and retain qualified employees, protection of proprietary technology, compliance with governmental regulations and the ability to secure additional capital to fund operations and commercial success of TTI-101 and TTI-109. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be maintained, that any therapeutic products developed will obtain required regulatory approval or that any approved or consumer products will be commercially viable. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will generate significant product sales.

Additionally, the Company is subject to risks and uncertainties as a result of global business, political and macroeconomic events and conditions, including increasing financial market volatility and uncertainty, inflation, interest rate fluctuations, uncertainty with respect to the federal budget and debt ceiling, as well as the potential for future potential government shutdowns related thereto, potential instability in the global banking system, cybersecurity events, the impact of war or military conflict, including regional conflicts around the world, and public health pandemics. The extent to which business, political and macroeconomic factors, including increasing financial market volatility and uncertainty, will impact the Company’s business will depend on future developments that are highly uncertain and cannot be predicted at this time.

Liquidity and Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

As of June 30, 2026, the Company had cash and cash equivalents of $15.8 million. Since inception, the Company has incurred net operating losses and negative cash flows from operations. During the three and six months ended June 30, 2026, the Company incurred net losses of $6.5 million and $13.3 million, respectively, and used $15.1 million of cash in operating activities during the six months ended June 30, 2026. As of June 30, 2026, the Company had an accumulated deficit of $123.7 million. The Company expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. Losses are expected to continue as the Company continues to invest in research and development activities. The Company evaluated whether there were conditions and events, considered in the aggregate, that are known or reasonably knowable as of the date that these condensed consolidated financial statements are issued and concluded that there are conditions present in the aggregate that raise substantial doubt about the Company’s ability to continue as a going concern.

To date, the Company has no products approved for marketing and sale and it has not yet recorded any revenue from product sales. The Company’s ability to achieve profitability is dependent on its ability to successfully develop its compounds, conduct clinical trials, obtain regulatory approvals, and support commercialization activities for its product candidates. Any products developed will require approval of the U.S. Food and Drug Administration (FDA) or a foreign regulatory authority prior to commercial sale.

Significant additional funding is necessary to maintain current operations and to advance the Company’s research and development activities. The Company plans to seek additional funding through equity offerings or debt financings, credit or loan facilities, strategic alliances and licensing arrangements. The Company’s ability to access capital when and in the amount needed is not assured. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

The accompanying condensed consolidated financial statements do not reflect any adjustments relating to the recoverability and reclassifications of assets and liabilities that might be necessary if the Company is unable to continue as a going concern.

Basis of Presentation

The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The accompanying condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries as a result of the consummation of the Merger in April 2025. All intercompany balances and transactions have been eliminated.

The condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position of the Company as of June 30, 2026 and December 31, 2025, and results of operations and cash flows for all periods presented. The interim results presented are not necessarily indicative of results that can be expected for the full year ending December 31, 2026.

Upon the closing of the Merger, the outstanding shares of common stock of Legacy Tvardi (including the shares of common stock issuable upon conversion of all shares of preferred stock of Legacy Tvardi prior to the Merger) were converted into shares of the Company’s common stock, based on an exchange ratio calculated in accordance with the Merger Agreement (the Exchange Ratio). The Exchange Ratio was retroactively applied to all outstanding common shares, redeemable convertible preferred stock, and stock options of Legacy Tvardi throughout the condensed consolidated financial statements and notes to condensed consolidated financial statements. Refer to Note 3 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December

31, 2025, as filed with the Securities and Exchange Commission (SEC) on March 31, 2026, for additional information regarding the Merger.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
Cash flows from operating activities:
Net loss	$ (13,261)	$ (5,412)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	47	47
Stock-based compensation expense	705	707
Change in fair value of Convertible Notes		(7,810)
Non-cash lease expense	40	35
Accretion of net discounts on short-term investments	(49)	(141)
Interest accrued on Convertible Notes		651
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(576)	(1,717)
Accounts payable and accrued expenses	(1,937)	132
Operating lease liabilities	(56)	(49)
Net cash used in operating activities	(15,087)	(13,557)
Cash flows from investing activities:
Purchases of short-term investments		(31,486)
Maturities of short-term investments	10,118	11,053
Net cash provided by (used in) investing activities	10,118	(20,433)
Cash flows from financing activities:
Cash acquired in connection with the Merger		24,992
Payments for Merger transaction costs		(2,392)
Proceeds from exercise of stock options		424
Net cash provided by financing activities		23,024
Net decrease in cash and cash equivalents	(4,969)	(10,966)
Cash and cash equivalents - beginning of year	20,734	31,614
Cash and cash equivalents - end of period	$ 15,765	20,648
Non-cash investing and financing activities
Merger transaction costs included in accounts payable		429
Conversion of redeemable convertible preferred stock to common stock		85,503
Conversion of Convertible Notes to common stock		$ 23,100

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2026	Dec. 31, 2025
CONDENSED CONSOLIDATED BALANCE SHEETS
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	150,000,000	150,000,000
Common stock, shares issued (in shares)	9,381,344	9,381,344
Common stock, shares outstanding (in shares)	9,381,344	9,381,344

Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2026

Intangible Assets

Schedule of intangible assets

Intangible assets consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):


	As of June 30,		As of December 31,
	2026		2025
Licensed patent rights	$	826	$	826
Less: accumulated amortization		(535)		(504)
Total intangible assets, net	$	291	$	322

Schedule of expected remaining amortization expense

As of June 30, 2026, the expected remaining amortization expense is as follows (in thousands):


Year Ended December 31,		Amount
2026 (remaining six months)		$	32
2027			63
2028			63
2029			63
2030			63
Thereafter			7
Total		$	291

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2026

Fair Value Measurements

Schedule of financial assets and liabilities measured at fair value on a recurring basis


	Fair Value Measurements as of
	June 30, 2026
	Level 1		Level 2		Level 3		Total
Financial assets:
Cash equivalents:
Money market funds	$	15,065	$	—	$	—	$	15,065
Total financial assets	$	15,065	$	—	$	—	$	15,065


	Fair Value Measurements as of
	December 31, 2025
	Level 1		Level 2		Level 3		Total
Financial assets:
Cash equivalents:
Money market funds	$	20,011	$	—	$	—	$	20,011
Short-term investments
U.S. Treasury Notes		10,077		—		—		10,077
Total financial assets	$	30,088	$	—	$	—	$	30,088

Commitments and Contingencies

6 Months Ended

Jun. 30, 2026

Commitments and Contingencies.

Commitments and Contingencies

12.Commitments and Contingencies

Legal Matters

The Company is subject to contingent liabilities, such as legal proceedings and claims, that arise in the ordinary course of business activities. The Company accrues for loss contingencies when losses become probable and are reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability on the condensed consolidated balance sheets. The Company does not accrue for contingent losses that, in its judgment, are considered to be reasonably possible, but not probable; however, it discloses the range of reasonably possible losses. As of June 30, 2026 and December 31, 2025, the Company was not a party to any material legal proceedings or claims.

Contracts

The Company enters into contracts in the normal course of business with various third parties for preclinical research studies, clinical trials, testing, manufacturing, and other services. These contracts generally provide for termination upon notice and are cancellable without significant penalty or payment, and do not contain any minimum purchase commitments.

Guarantees and Indemnifications

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with all members of the Board of Directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any

material costs as a result of such indemnifications. The Company is not aware of any claims under indemnification arrangements that could have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its condensed consolidated financial statements as of June 30, 2026 and December 31, 2025.

Other Commitments

In addition to the Company’s obligation to make potential royalty payments under the BCM First Agreement and BCM Second Agreement (both as discussed and defined in Note 13, License Agreements), the Company is also obligated to pay royalties to each of its founders in an amount equal to 1% each on the worldwide net sales of TTI-101 and any derivative formulations, or any Royalty Bearing Products. These royalty obligations last, on a country-by-country basis, for the later of (i) the date on which the sale of any Royalty Bearing Products are no longer covered by a Covered Patent (as defined below) in such country, or (ii) 15 years after the first commercial sale of royalty bearing product in such country. The timing of when these royalty payments will actually be made is uncertain as the payments are contingent upon future activities, including the successful development, regulatory approval and commercialization of any Royalty Bearing Products. A Covered Patent means, subject to certain customary exceptions, an issued patent that is owned by the Company or an affiliate, or for which all rights to develop and commercialize pharmaceutical products for the treatment of any human disorder, are exclusively licensed to the Company or an affiliate by the owner of such patent, with the Company’s right or its affiliate’s right to grant sublicenses.

Prepaid Expenses and Other Current Assets (Tables)

6 Months Ended

Jun. 30, 2026

Prepaid Expenses and Other Current Assets

Schedule of prepaid expenses and other current assets

Prepaid expenses and other current assets consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):


	As of June 30,		As of December 31,
	2026		2025
Prepaid research and development expenses	$	570	$	303
Prepaid insurance		534		194
Other prepaid expenses		200		230
Total prepaid expenses and other current assets	$	1,304	$	727

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Income	Total
Redeemable convertible preferred stock beginning balance at Dec. 31, 2024					$ 85,503
Redeemable convertible preferred stock beginning balance (in shares) at Dec. 31, 2024					3,963,910
Redeemable convertible preferred stock ending balance at Mar. 31, 2025					$ 85,503
Redeemable convertible preferred stock ending balance (in shares) at Mar. 31, 2025					3,963,910
Beginning balance at Dec. 31, 2024	$ 2	$ 1,103	$ (92,236)		$ (91,131)
Beginning balance (in shares) at Dec. 31, 2024	2,574,767
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)
Exercise of stock options		3			3
Exercise of stock options (in shares)	727
Stock-based compensation		80			80
Unrealized gain (loss) on short-term investments				$ 2	2
Net (loss) income			(9,579)		(9,579)
Ending balance at Mar. 31, 2025	$ 2	1,186	(101,815)	2	(100,625)
Ending balance (in shares) at Mar. 31, 2025	2,575,494
Redeemable convertible preferred stock beginning balance at Dec. 31, 2024					$ 85,503
Redeemable convertible preferred stock beginning balance (in shares) at Dec. 31, 2024					3,963,910
Beginning balance at Dec. 31, 2024	$ 2	1,103	(92,236)		$ (91,131)
Beginning balance (in shares) at Dec. 31, 2024	2,574,767
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)
Unrealized gain (loss) on short-term investments					(13)
Net (loss) income					(5,412)
Ending balance at Jun. 30, 2025	$ 9	130,579	(97,648)	(13)	32,927
Ending balance (in shares) at Jun. 30, 2025	9,373,433
Redeemable convertible preferred stock beginning balance at Mar. 31, 2025					$ 85,503
Redeemable convertible preferred stock beginning balance (in shares) at Mar. 31, 2025					3,963,910
Redeemable Convertible Preferred Stock
Conversion of redeemable convertible preferred stock into common stock in connection with the Merger					$ (85,503)
Conversion of redeemable convertible preferred stock into common stock in connection with the Merger (in shares)					(3,963,910)
Beginning balance at Mar. 31, 2025	$ 2	1,186	(101,815)	2	$ (100,625)
Beginning balance (in shares) at Mar. 31, 2025	2,575,494
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)
Exercise of stock options		421			421
Exercise of stock options (in shares)	17,891
Stock-based compensation		627			627
Conversion of redeemable convertible preferred stock into common stock in connection with the Merger	$ 4	85,499			85,503
Conversion of redeemable convertible preferred stock into common stock in connection with the Merger (in shares)	3,963,910
Issuance of common stock upon the conversion of Convertible Notes	$ 1	23,099			23,100
Issuance of common stock upon the conversion of Convertible Notes (in shares)	1,265,757
Issuance of common stock in connection with the Merger	$ 2	23,871			23,873
Issuance of common stock in connection with the Merger (in shares)	1,550,381
Transaction costs in connection with the Merger		(4,124)			(4,124)
Unrealized gain (loss) on short-term investments				(15)	(15)
Net (loss) income			4,167		4,167
Ending balance at Jun. 30, 2025	$ 9	130,579	(97,648)	(13)	32,927
Ending balance (in shares) at Jun. 30, 2025	9,373,433
Beginning balance at Dec. 31, 2025	$ 9	131,379	(110,450)	8	$ 20,946
Beginning balance (in shares) at Dec. 31, 2025	9,381,344				9,381,344
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)
Stock-based compensation		370			$ 370
Unrealized gain (loss) on short-term investments				(7)	(7)
Net (loss) income			(6,804)		(6,804)
Ending balance at Mar. 31, 2026	$ 9	131,749	(117,254)	1	14,505
Ending balance (in shares) at Mar. 31, 2026	9,381,344
Beginning balance at Dec. 31, 2025	$ 9	131,379	(110,450)	8	$ 20,946
Beginning balance (in shares) at Dec. 31, 2025	9,381,344				9,381,344
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)
Exercise of stock options (in shares)					0
Unrealized gain (loss) on short-term investments					$ (8)
Net (loss) income					(13,261)
Ending balance at Jun. 30, 2026	$ 9	132,084	(123,711)		$ 8,382
Ending balance (in shares) at Jun. 30, 2026	9,381,344				9,381,344
Beginning balance at Mar. 31, 2026	$ 9	131,749	(117,254)	1	$ 14,505
Beginning balance (in shares) at Mar. 31, 2026	9,381,344
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)
Exercise of stock options (in shares)					0
Stock-based compensation		335			$ 335
Unrealized gain (loss) on short-term investments				$ (1)	(1)
Net (loss) income			(6,457)		(6,457)
Ending balance at Jun. 30, 2026	$ 9	$ 132,084	$ (123,711)		$ 8,382
Ending balance (in shares) at Jun. 30, 2026	9,381,344				9,381,344

Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2026

Segment Reporting

Schedule of reconciliation of the company's net income (loss)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2026		2025		2026		2025
Direct research and development expenses by program:
TTI-101:
HCC	$	1,118	$	967	$	1,818	$	1,404
IPF		137		2,830		137		3,863
mBC		(5)		(268)		(5)		(268)
Pre-clinical, CMC, and other (unallocated) ⁽¹⁾		105		140		192		315
TTI-109		1,362		822		4,264		1,180
Unallocated research and development expense:
Personnel costs		926		917		1,930		1,775
Consultant fees and other costs ⁽²⁾		359		398		577		648
General and administrative expense:
Personnel costs		933		1,038		1,865		1,647
Other general and administrative expenses ⁽³⁾		1,694		2,025		2,902		2,659
Interest income		(172)		(377)		(419)		(652)
Other income, net		—		(12,659)		—		(7,159)
Net (loss) income	$	(6,457)	$	4,167	$	(13,261)	$	(5,412)

⁽¹⁾

⁽²⁾

Consultant fees and other costs include expenses incurred for research and development consultants as well as payroll costs for employees within the research and development function.

⁽³⁾

Other general and administrative expenses include professional fees, accounting services, rent, and other overhead and administrative expenses.

Net (Loss) Income Per Share - Valuation of Convertible Notes (Details) - USD ($) $ / shares in Units, $ in Millions	Apr. 15, 2025	Jun. 30, 2026	Dec. 31, 2025
Fair Value Measurements
Par value per share (in $ per share)		$ 0.001	$ 0.001
Legacy Tvardi Convertible Notes
Fair Value Measurements
Common stock at closing market trading price	1,265,757
Par value per share (in $ per share)	$ 0.001
Convertible notes outstanding		$ 0.0	$ 0.0

Subsequent Events

6 Months Ended

Jun. 30, 2026

Subsequent Events

Subsequent Events

15.Subsequent Events

On July 17, 2026, the Company filed a new sales agreement prospectus supplement (New Sales Agreement Prospectus Supplement) included in the Registration Statement. The New Sales Agreement Prospectus Supplement reflects the offering, issuance and sale of up to approximately $9.7 million of common stock, in addition to any amounts previously sold by the Company.

The Company is subject to General Instruction I.B.6 of Form S-3 which limits the amounts that the Company may sell under the Registration Statement of which the New Sales Agreement Prospectus Supplement forms a part. Subsequent to June 30, 2026, the Company sold an aggregate of 3,110,769 shares of common stock for an aggregate offering price of approximately $11.0 million in gross proceeds under the Original Sales Agreement Prospectus (see Note 8, Stockholders’ Equity (Deficit)). No additional common stock will be sold under the Original Sales Agreement Prospectus following the date of the New Sales Agreement Prospectus Supplement.

From the date of the New Sales Agreement Prospectus Supplement through August 11, 2026, the Company sold an aggregate of 846,830 shares of common stock for an aggregate price of $2.3 million in gross proceeds under the New Sales Agreement Prospectus Supplement.