SCHEDULE: NEA's Trevi Therapeutics Stake Diluted to 12.0%

New Enterprise Associates (NEA) entities and affiliated managers have reported a decrease in their beneficial ownership of Trevi Therapeutics, Inc. common stock to 12.0% due to an increase in the total shares outstanding.

Summary

• New Enterprise Associates (NEA) entities and their affiliated managers filed an Amendment No. 7 to Schedule 13D for Trevi Therapeutics, Inc.
• The filing reports a decrease in the beneficial ownership percentage of Trevi Therapeutics common stock by the Reporting Persons.
• The aggregate beneficial ownership for most Reporting Persons is 15,074,080 shares, representing 12.0% of the class.
• Forest Baskett's beneficial ownership is 14,125,132 shares, representing 11.3% of the class.
• This decrease in percentage ownership is attributed to an increase in the total number of Common Stock outstanding.
• The calculation of percentage ownership is based on 125,480,559 shares of Common Stock, which includes 121,776,855 shares reported by Trevi Therapeutics as outstanding on July 31, 2025, plus shares underlying NEA 16 Warrants.
• NEA 16 holds 10,421,428 shares of Common Stock and may be deemed to beneficially hold 3,703,704 shares underlying NEA 16 Warrants.
• NEA 18 VGE holds 948,948 shares of Common Stock.
• The Funds acquired the shares for investment purposes and may adjust their holdings based on market conditions and evaluation of the Issuer.

Sentiment

Score: 5

Explanation: The filing is a neutral, factual update regarding a change in beneficial ownership percentage due to dilution from an increased share count. It does not contain positive or negative operational news about the company, nor does it signal a change in the investor's fundamental investment thesis, as they continue to hold a significant stake for investment purposes.

Positives

• The reporting entities (New Enterprise Associates) maintain a significant stake in Trevi Therapeutics, indicating continued investment interest.
• The filing explicitly states no present plans for extraordinary corporate transactions, changes in board/management, capitalization, dividend policy, business structure, or delisting, suggesting stability from the investor's perspective.

Negatives

• The beneficial ownership percentage of the Reporting Persons has decreased by more than 1%, indicating dilution of their stake.
• The dilution is due to an increase in the number of Common Stock outstanding, which can be a result of new share issuances (e.g., capital raises, option exercises, conversions) that dilute existing shareholders.

Risks

• Dilution of existing shareholder value due to an increase in the number of outstanding common shares.
• Potential for further dilution if the Issuer continues to issue new shares or if warrants are exercised, impacting the percentage ownership of current investors.

Future Outlook

The Reporting Persons acquired shares for investment purposes and may dispose of or acquire additional shares, including those from warrants, depending on market conditions and their ongoing evaluation of Trevi Therapeutics' business and prospects. There are no present plans for extraordinary corporate transactions, changes in the board or management, capitalization, dividend policy, business structure, or delisting.

Industry Context

This filing is a routine disclosure by a significant institutional investor (New Enterprise Associates) regarding its stake in a publicly traded biotechnology company, Trevi Therapeutics, Inc. The reported dilution is a common occurrence in growth-oriented companies, particularly in the biotech sector, where capital raises or equity compensation can increase the share count over time. This specific filing does not provide insights into Trevi Therapeutics' operational performance or broader industry trends, but rather reflects a change in the investor's proportional ownership.

Comparison to Industry Standards

• This Schedule 13D amendment is a standard regulatory filing for investors whose beneficial ownership crosses certain thresholds or changes significantly. It does not contain performance metrics for direct comparison to industry peers.
• The reported beneficial ownership of 12.0% by a venture capital firm like NEA is typical for early-stage or growth-stage investments in biotech companies, where such firms often hold substantial stakes to influence strategic direction and support growth.
• The dilution of ownership percentage due to an increase in outstanding shares is a common event across the biotech industry, where companies frequently raise capital through equity offerings to fund research, clinical trials, and commercialization efforts. Without specific details on the reason for the increase in outstanding shares, a direct comparison to specific capital raises by comparable companies (e.g., Axsome Therapeutics, Acadia Pharmaceuticals) is not possible, but the phenomenon itself is standard.

Legal Proceedings

• None of the Reporting Persons have been convicted in a criminal proceeding or been a party to a civil proceeding ending in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the five years prior to the filing date.

Stakeholder Impact

• Shareholders: Existing shareholders experience dilution of their proportional ownership due to the increased number of outstanding shares. However, the continued significant stake by a major institutional investor like NEA may be viewed positively as a sign of ongoing confidence.
• Company Management: The filing indicates no present plans for changes in the board of directors or management, suggesting stability from this investor's perspective.

Next Steps

• The Reporting Persons may dispose of or acquire additional shares of Trevi Therapeutics, Inc., including shares that may be acquired upon exercise of the NEA 16 Warrants prior to expiration.

Key Dates

Recommendation

This filing is a routine Schedule 13D amendment reporting a change in beneficial ownership percentage due to dilution from an increased share count, not a change in the company's operational performance or strategic direction. The investor group (NEA) continues to hold a substantial stake for investment purposes, and there are no stated plans for significant corporate actions. Therefore, it provides no new fundamental information to warrant a change in investment recommendation; a 'hold' stance is appropriate as the market likely already accounts for such routine dilution events.

Keywords

Trevi Therapeutics, New Enterprise Associates, Schedule 13D, Beneficial Ownership, Common Stock, Dilution, Investment, SEC Filing, Biotechnology, Pharmaceuticals