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.