Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers, Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retention Compensation

On December 16, 2025, the Board of Directors of Tvardi Therapeutics, Inc. (the "Company") approved one-time retention compensation for certain of the Company's employees, as recommended by the Compensation Committee of the Board, including to each of the Company's named executive officers, as follows:

The Board approved the retention compensation to further incentivize the named executive officers' performance as the Company executes on its Phase 1b/2 clinical trial of TTI-101 in hepatocellular carcinoma and Phase 1 trial of TTI-109 in healthy volunteers.

Tvardi Therapeutics, Inc. Severance and Change in Control Plan

On December 16, 2025, the Board approved the Tvardi Therapeutics, Inc. Severance and Change in Control Plan (the "Severance Plan"), as recommended by the Compensation Committee of the Board.

The purpose of the Severance Plan is to provide for the provision of certain severance and equity vesting acceleration benefits to certain employees of the Company (collectively, the "Eligible Employees"), including without limitation all of the Company's existing named executive officers. As a condition for eligibility, participants must enter into a participation agreement, which specifies the potential severance benefits and contains other terms and conditions related to participation in the Severance Plan. The severance benefits are payable upon a qualifying termination of employment (a "Covered Termination"), both before and after a Change in Control of the Company (as defined in the Severance Plan). A Covered Termination is defined as a termination without Cause (other than as a result of death or disability) or, with respect to Imran Alibhai, Dan Conn and John Kauh, a resignation for Good Reason (each as defined in the Severance Plan or applicable participation agreement).

Except as otherwise provided in a participation agreement, the Severance Plan supersedes any change in control or severance benefit plan, policy or practice previously maintained by the Company with respect to an Eligible Employee and any change in control or severance benefits in any individually negotiated employment offer letter, contract or other agreement between the Company and an Eligible Employee. Notwithstanding the foregoing, the Eligible Employee's outstanding equity awards remain subject to the terms of the equity plan under which such awards were granted (including the relevant award documentation) that may apply upon a Change in Control and/or termination of such Eligible Employee's service.

Each Eligible Employee's right to receive the payments and benefits provided under the Severance Plan are subject to such Eligible Employee's execution ofa general waiver and release, in such form as provided by the Company. An Eligible Employee's right to receive benefits under the Severance Plan shall terminate under certain circumstances, as specified in the Severance Plan.