vTv Therapeutics Inc.
For the period ended Dec 31, 2025. Filed Mar 10, 2026.
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FY2025 · Filed Mar 10, 2026
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Item 16. Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 10, 2026
| VTV THERAPEUTICS INC. | |
| (Registrant) | |
| By: | /s/ Paul J. Sekhri |
|---|---|
| Paul J. Sekhri | |
| President, Chief Executive Officer and Executive Chairperson | |
| By: | /s/ Michael Tung |
| Michael Tung | |
| Executive Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| /s/ Paul J. Sekhri | President, Chief Executive Officer and Executive Chairperson | March 10, 2026 |
|---|---|---|
| Paul J. Sekhri | (Principal Executive Officer) | |
| /s/ Michael Tung | Executive Vice President and Chief Financial Officer | March 10, 2026 |
| Michael Tung | (Principal Financial Officer) | |
| /s/ Anne M. Phillips | Director | March 10, 2026 |
| Anne M. Phillips | ||
| /s/ Daniel K. Spiegelman | Director | March 10, 2026 |
| Daniel K. Spiegelman | ||
| /s/ Richard Nelson | Director and Executive Vice President, Chief Business Officer | March 10, 2026 |
| Richard Nelson | ||
| /s/ Fahed Al Marzooqi | Director | March 10, 2026 |
| Fahed Al Marzooqi | ||
| /s/ Raymond Cheong | Director | March 10, 2026 |
| Raymond Cheong | ||
| /s/ Srinivas Akkaraju | Director | March 10, 2026 |
| Srinivas Akkaraju | ||
INDEX TO FINANCIAL STATEMENTS
| Page | |
| Report of Independent Registered Public Accounting Firm PCAOB ID No. (42) | F-2 |
|---|---|
| Financial Statements: | |
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | F-4 |
| Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023 | F-5 |
| Consolidated Statements of Changes in Redeemable Noncontrolling Interest and Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025, 2024 and 2023 | F-6 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023 | F-7 |
| Notes to Consolidated Financial Statements | F-8 |
The financial statements and other disclosures contained in this report include those of vTv Therapeutics Inc. (“we”, the “Company” or the “Registrant”), which is the registrant, and those of vTv Therapeutics LLC (“vTv LLC”), which is the principal operating subsidiary of the Registrant. Unless the context suggests otherwise, references in this Annual Report on Form 10-K to the “Company”, “we”, “us” and “our” refer to vTv Therapeutics Inc. and its consolidated subsidiaries.
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of vTv Therapeutics Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of vTv Therapeutics Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in redeemable noncontrolling interest and stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
Accrued Development Costs
| Description of the Matter | As discussed in Notes 2 and 6 to the consolidated financial statements, the Company has recorded $3 million of accrued development costs as of the year ended December 31, 2025, which includes costs for clinical trial and contract manufacturing activities, among others. The accrual is based upon estimates of expenses incurred through the balance sheet date that have yet to be invoiced by contract research organizations, clinical study sites, contract manufacturing organizations, or other vendors (together, clinical vendors). This accrual process involves identifying services that have been performed and estimating the level of service performed and the associated cost when the Company has not yet been invoiced or otherwise notified of actual costs incurred. Auditing the accrued development costs related to the Company's contract research organization was judgmental because the timing and pattern of vendor invoicing may not correspond to the level of services provided and can include estimates such as expected patient enrollment, site activation, and estimated project duration. |
|---|---|
| How We Addressed the Matter in OurAudit | Our audit procedures included, among others, reading the Company’s contracts with their contract research organization as well as corroborating the progress of clinical development activities through inquiry with the Company’s operations personnel that oversee the activities. We confirmed contract terms and the level of services provided directly with the contract research organization and tested the Company’s hindsight analysis of prior year estimates to assess the accuracy of management’s accrual estimation process. In addition, we tested invoices received from clinical vendors subsequent to the balance sheet date. |
/s/Ernst & Young LLP
We have served as the Company’s auditor since 2000.
Detroit, Michigan
March 10, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.