John Saewook M.D. Kauh - Apr 15, 2025 Form 4 Insider Report for Tvardi Therapeutics, Inc. (TVRD)

Role
Chief Medical Officer
Signature
/s/ Dan Conn, Attorney- in-Fact
Stock symbol
TVRD
Transactions as of
Apr 15, 2025
Transactions value $
$0
Form type
4
Date filed
4/17/2025, 06:50 PM
SEC
View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TVRD Employee Stock Option (right to buy) Award +74K 74K Apr 15, 2025 Common Stock 74K $6.12 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 25% of the shares subject to the option vested on the one year anniversary of the vesting commencement date and the balance of the shares vested or will vest in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the vesting commencement date.
F2 Received in exchange for a stock option to acquire 552,129 shares of common stock of Tvardi Therapeutics, Inc. ("Legacy Tvardi") with the exercise price of $0.82 per share pursuant to an Agreement and Plan of Merger and reorganization by and among, the Issuer, CT Convergence Merger Sub, Inc., a wholly-owned subsidiary of the Issuer ("Merger Sub") and Legacy Tvardi, as amended (the "Merger Agreement").
F3 Under the terms of the Merger Agreement, on April 15, 2025, Merger Sub merged with and into Legacy Tvardi (the "Merger"), with Legacy Tvardi surviving the Merger as a wholly-owned subsidiary of the Issuer. Upon the closing of the Merger, each outstanding option to purchase shares of Legacy Tvardi common stock was assumed by the Issuer and converted into an option to purchase the Issuer's common stock. Subsequent to the Merger, the name of the Issuer was changed from Cara Therapeutics, Inc. to Tvardi Therapeutics, Inc.