Tvardi Therapeutics, Inc.

Item 8.01 Other Events. As previously reported, on May 1, 2026, Tvardi Therapeutics, Inc. (the “Company”) entered into a Capital on Demand™ Sales Agreement (the “ Sales Agreement ”) with JonesTrading Institutional Services LLC (“ Jones ”), pursuant to which the Company may offer and sell from time to time, at its option through Jones, shares of the Company’s common stock, $0.001 par value per share (the “Shares”). The Shares were issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-295496), which became effective on May 12, 2026, and the sales agreement prospectus included therein (the “Sales Agreement Prospectus”) registering the offer and sale of Shares in an aggregate offering amount of up to $12.5 million, in each case filed with the Securities and Exchange Commission. On July 17, 2026, the Company filed a prospectus supplement (the “Prospectus Supplement”) amending and supplementing the Sales Agreement Prospectus to reflect an increase in the Company’s existing at-the-market offering program to allow for the issuance of up to $9,689,765 in shares of the Company’s 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, often referred to as the “baby shelf” rule, which limits the amounts that the Company may sell under the registration statement of which the Prospectus Supplement forms a part. The aggregate market value of the Company’s common stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3 is $62,208,945, which was calculated based on 12,441,789 shares of the Company’s outstanding common stock held by non-affiliates on July 16, 2026, at a price of $5.00 per share, the closing price of the common stock on July 8, 2026. During the prior twelve-calendar month period that ends on and includes the date of the Prospectus Supplement, 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 Sales Agreement Prospectus. No additional common stock will be sold under the Sales Agreement Prospectus following the date of the Prospectus Supplement. A copy of the legal opinion of Cooley LLP relating to the validity of the additional Shares of common stock being offered pursuant to the Sales Agreement and the Prospectus Supplement is filed as Exhibit 5.1 to this Current Report on Form 8-K. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares discussed herein, nor shall there be any offer, solicitation, or sale of the Shares in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description ───────────────────────────────────────────────────────────────────────────────────────────────── 5.1 Opinion of Cooley LLP. 23.1 Consent of Cooley LLP (contained in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).