vTv Therapeutics Inc-A 2025年度报告

For the fiscal year ended December 31, 2025Or For the transition period from _______ to _______Commission file number: 001-37524 Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months and (2) has been subject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YesNo Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark if the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesNo The aggregate market value of the registrant’s Class A Common Stock held by non-affiliates on the last business day of the Registrant’s most recently completed secondquarter, June 30, 2025, was $22,364,235 (based on the closing sale price as reported on the Nasdaq on such date). Class of Stock Shares Outstanding 3,938,654 DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Definitive Proxy Statement relating to its 2026 Annual Meeting of Stockholders to be filed within 120 days after December31, 2025, are incorporatedby reference into Part III of this Annual Report on Form 10-K where indicated. vTv THERAPEUTICS INC. AND SUBSIDIARIESINDEX TO FORM 10-KFOR THE FISCAL YEAR ENDED December31, 2025 PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1CCybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities62Item 6.[Reserved]62Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations63Item 7A.Quantitative and Qualitative Disclosures About Market Risk70Item 8.Financial Statements and Supplementary Data71Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure71Item 9A.Controls and Procedures71Item 9B.Other Information72Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections72 PART IIIItem 10.Directors, Executive Officers and Corporate Governance73Item 11.Executive Compensation73Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters73Item 13.Certain Relationships and Related Transactions, and Director Independence73Item 14.Principal Accountant Fees and Services73 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS As used in this Annual Report on Form 10-K, the “Company”, the “Registrant”, “we” or “us” refer to vTv Therapeutics Inc., and“vTv LLC” refers to vTv Therapeutics LLC. The following discussion and analysis of our financial condition and results of operations shouldbe read in conjunction with our financial statements and related notes that appear elsewhere in this report. In addition to historical financialinformation, the following discussion contains forward-looking statements that reflect our plans, estimates, assumptions and beliefs. Ouractual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to thesedifferences include those discussed belo