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SCHEDULE 13D/A 0001104659-24-031174 0001699737 XXXXXXXX LIVE 3 Class A Common Stock, par value $0.01 per share 12/08/2025 false 0001641489 918385204 VTV THERAPEUTICS INC. 3980 Premier Drive, Suite 310 High Point NC 27265 Abrar Hussain (650) 285-4270 Samsara BioCapital GP, LLC 628 Middlefield Road Palo Alto CA 94301 0001699737 N Samsara BioCapital, L.P. b WC N DE 0.00 246484.00 0.00 246484.00 246484.00 N 6.2 PN 0001888829 N Samsara BioCapital GP, LLC b AF N DE 0.00 246484.00 0.00 246484.00 246484.00 N 6.2 OO 0002086193 N Samsara Opportunity Fund, L.P. b WC N DE 0.00 152893.00 0.00 152893.00 152893.00 N 3.8 PN Y Samsara Opportunity Fund GP, LLC b AF N DE 0.00 152893.00 0.00 152893.00 152893.00 N 3.8 OO 0001253170 N Srinivas Akkaraju b AF N X1 4565.00 399377.00 4565.00 399377.00 403942.00 N 9.9 IN Class A Common Stock, par value $0.01 per share VTV THERAPEUTICS INC. 3980 Premier Drive, Suite 310 High Point NC 27265 This Amendment No. 3 (this "Amendment No. 3" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on March 5, 2024 and amended on September 3, 2025 and September 25, 2025 (as amended, the "Statement"). Unless otherwise defined herein, capitalized terms used in this Amendment No. 3 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged. Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of shares of Class A common stock and percentages of the shares of Class A common stock beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon the sum of (i) 3,938,018 shares of Class A common stock outstanding as of November 6, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025; (ii) 100,881 shares of Class A common stock issuable upon the exercise of Warrants; and (iii) with respect to Dr. Akkaraju, 4,565 shares of Class A common stock issuable upon the exercise of stock options within 60 days. Due to field limitations of the EDGAR filing system, the percentage listed in Row 13 of the cover page for Dr. Akkaraju has been rounded down to 9.9%. The Reporting Persons' beneficial ownership of the Issuer's securities consists of (i) 192,496 shares of Class A common stock directly held by Samsara LP; (ii) Pre-Funded Warrants exercisable for up to 1,486,424 shares of Class A common stock directly held by Samsara LP; (iii) Common Warrants exercisable for up to 655,523 shares of Class A common stock directly held by Samsara LP; (iv) 106,000 shares of Class A common stock directly held by Samsara Opportunity Fund; (v) Pre-Funded Warrants exercisable for up to 877,214 shares of Class A common stock directly held by Samsara Opportunity Fund; (vi) Common Warrants exercisable for up to 983,214 shares of Class A common stock directly held by Samsara Opportunity Fund; and (vii) 4,565 stock options (right to buy) that are currently vested or scheduled to vest within 60 days of this filing held by Dr. Akkaraju. Each of the Pre-Funded Warrants and the Common Warrants contains a provision (the "Beneficial Ownership Blockers") which precludes exercise of the Warrants to the extent that, following exercise, each of Samsara LP and Samsara Opportunity Fund, together with its affiliates and other attribution parties, would own more than 9.99% of the Class A common stock outstanding. Each of Samsara LP and Samsara Opportunity Fund is currently prohibited from exercising the Warrants to the extent that such exercise would result in the Reporting Persons' beneficial ownership of more than 399,377 shares of Class A common stock. Samsara GP is the sole general partner of Samsara LP and Dr. Akkaraju is the managing member of Samsara GP. Each of Samsara GP and Dr. Akkaraju possesses power to direct the voting and disposition of the securities held by Samsara LP. Samsara Opportunity GP is the sole general partner of Samsara Opportunity Fund and Dr. Akkaraju is the managing member of Samsara Opportunity GP. Each of Samsara Opportunity GP and Dr. Akkaraju possesses power to direct the voting and disposition of the securities held by Samsara Opportunity Fund. Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of shares of Class A common stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference. Except as set forth below, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days. On December 8, 2025, Samsara LP sold 75,965 shares of Class A common stock to a single purchaser at a price per share of $21.25 in a private sale. These shares represented shares held by Samsara LP for the exclusive benefit of limited partners who had redeemed their respective interests in Samsara LP and in which neither Samsara GP nor Dr. Akkaraju had any economic interest. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by any of the Reporting Persons. Not applicable. Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13D/A]filed with the SEC on September 25, 2025). Exhibit 99.2 Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K (File No. 001-37524) filed with the SEC on September 2, 2025). Exhibit 99.3 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K (File No. 001-37524) filed with the SEC on September 2, 2025). Exhibit 99.4 Form of Common Warrant (incorporated by reference to Exhibit 4.2 to the Issuer's Current Report on Form 8-K (File No. 001-37524) filed with the SEC on September 2, 2025). Exhibit 99.5 Registration Rights Agreement (incorporated by reference to Exhibit 4.2 to the Issuer's Current Report on Form 8-K (File No. 001-37524) filed with the SEC on September 2, 2025). Samsara BioCapital, L.P. /s/ Srinivas Akkaraju By Samsara BioCapital GP, LLC, its General Partner, By Srinivas Akkaraju, Managing Member 12/09/2025 Samsara BioCapital GP, LLC /s/ Srinivas Akkaraju By Srinivas Akkaraju, Managing Member 12/09/2025 Samsara Opportunity Fund, L.P. /s/ Srinivas Akkaraju By Samsara Opportunity Fund GP, LLC, its General Partner, By Srinivas Akkaraju, Managing Member 12/09/2025 Samsara Opportunity Fund GP, LLC /s/ Srinivas Akkaraju By Srinivas Akkaraju, Managing Member 12/09/2025 Srinivas Akkaraju /s/ Srinivas Akkaraju Srinivas Akkaraju 12/09/2025