Aktis Oncology (AKTS) funds convert preferred and buy common stock

Rhea-AI Filing Summary

Aktis Oncology director and 10% owner Todd Foley reported indirect changes in ownership tied to the company’s initial public offering. Investment funds affiliated with MPM converted preferred stock into common stock and also bought additional shares.

On January 12, 2026, 2,272,727 Series Seed, 10,227,273 Series A and 2,727,273 Series B redeemable convertible preferred shares automatically converted into 597,391, 2,688,270 and 716,872 shares of common stock, respectively, at a 3.8044-for-1 ratio with no additional payment upon the IPO closing. The affiliated funds also purchased 232,870 common shares at $18 each, bringing their indirect common stock holdings to 4,235,403 shares.

The shares are held across MPM BioVentures 2018, L.P., MPM BioVentures 2018 (B), L.P. and MPM Asset Management Investors BV2018 LLC, and the reporting persons disclaim beneficial ownership beyond their pecuniary interest.

Insights

Equity analyst – insider and IPO structures

Filing records IPO-driven preferred conversion and fund-level share purchases.

This Form 4 shows that entities associated with director and 10% owner Todd Foley converted large blocks of preferred stock into common stock in connection with Aktis Oncology going public. Series Seed, Series A and Series B redeemable convertible preferred shares automatically converted into common at a 3.8044-for-1 rate with no extra payment upon the IPO closing, eliminating those preferred classes and increasing common equity held by the funds.

In addition to the non-cash conversions, the affiliated funds bought 232,870 common shares at $18 per share, bringing their indirect holdings to 4,235,403 common shares spread across BV 2018, BV 2018(B) and AM BV2018. The filing also states that the reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest, emphasizing that these positions are primarily at the fund level rather than personally held.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Foley Todd

(Last) (First) (Middle)

C/O MPM BIOIMPACT LLC

399 BOYLSTON STREET, SUITE 1100

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Aktis Oncology, Inc. [ AKTS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/12/2026		C		597,391(1)	A	(2)	597,391	I	See Footnote(3)(4)
Common Stock	01/12/2026		C		2,688,270(5)	A	(2)	3,285,661	I	See Footnote(3)(6)
Common Stock	01/12/2026		C		716,872(7)	A	(2)	4,002,533	I	See Footnote(3)(8)
Common Stock	01/12/2026		P		232,870(9)	A	$18	4,235,403	I	See Footnote(3)(10)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series Seed Redeemable Convertible Preferred Stock	(2)	01/12/2026		C			2,272,727	(2)	(2)	Common Stock	597,391	$0(2)	0	I	See Footnote(1)(3)
Series A Redeemable Convertible Preferred Stock	(2)	01/12/2026		C			10,227,273	(2)	(2)	Common Stock	2,688,270	$0(2)	0	I	See Footnote(3)(5)
Series B Redeemable Convertible Preferred Stock	(2)	01/12/2026		C			2,727,273	(2)	(2)	Common Stock	716,872	$0(2)	0	I	See Footnote(3)(7)

Explanation of Responses:

1. The shares of common stock were issued upon conversion as follows: 556,810 by MPM BioVentures 2018, L.P. ("BV 2018"), 29,593 by MPM BioVentures 2018 (B), L.P. ("BV 2018(B)") and 10,988 by MPM Asset Management Investors BV2018 LLC ("AM BV2018"). MPM BioVentures 2018 GP LLC and MPM BioVentures 2018 LLC ("BV2018 LLC") are the direct and indirect general partners of BV 2018 and BV 2018(B). BV 2018 LLC is the manager of AM BV2018. The Reporting Person is a managing director of BV 2018 LLC.

2. Each share of Series Seed Redeemable Convertible Preferred Stock, Series A Redeemable Convertible Preferred Stock and Series B Redeemable Convertible Preferred Stock automatically converted into shares of the Issuer's Common Stock on a 3.8044-for-1 basis into the number of shares of Common Stock shown in Column 7 without payment of further consideration upon the closing of the initial public offering of the Issuer's Common Stock. The Series Seed Redeemable Convertible Preferred Stock, Series A Redeemable Convertible Preferred Stock and Series B Redeemable Convertible Preferred Stock had no expiration date.

3. The Reporting Persons disclaim beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.

4. The shares are held as follows: 556,810 by BV 2018, 29,593 by BV 2018(B) and 10,988 by AM BV2018.

5. The shares of common stock were issued upon conversion as follows: 2,505,648 by BV 2018, 133,170 by BV 2018(B) and 49,452 by AM BV2018.

6. The shares are held as follows: 3,062,458 by BV 2018, 162,763 by BV 2018(B) and 60,440 by AM BV2018.

7. The shares of common stock were issued upon conversion as follows: 668,173 by BV 2018, 35,512 by BV 2018(B) and 13,187 by AM BV2018.

8. The shares are held as follows: 3,730,631 by BV 2018, 198,275 by BV 2018(B) and 73,627 by AM BV2018.

9. The shares were purchased as follows: 219,897 by BV 2018, 8,689 by BV 2018(B) and 4,284 by AM BV2018.

10. The shares are held as follows: 3,950,528 by BV 2018, 206,964 by BV 2018(B) and 77,911 by AM BV2018.

	/sTodd Foley	01/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider activity did Aktis Oncology (AKTS) report in this Form 4?

The filing reports that funds associated with director and 10% owner Todd Foley converted multiple series of redeemable convertible preferred stock into common stock and purchased additional common shares.

How many Aktis Oncology common shares are indirectly held after these transactions?

After the reported transactions, affiliated investment entities indirectly held 4,235,403 shares of Aktis Oncology common stock.

What preferred stock was converted into Aktis Oncology common stock?

On January 12, 2026, 2,272,727 Series Seed, 10,227,273 Series A and 2,727,273 Series B redeemable convertible preferred shares automatically converted into common stock at a 3.8044-for-1 ratio upon the IPO closing.

Did the preferred-to-common conversion require additional payment?

No. Each share of Series Seed, Series A and Series B redeemable convertible preferred stock converted into common stock without payment of further consideration upon the IPO closing.

What common stock purchase did the MPM-affiliated funds make, and at what price?

The affiliated funds purchased 232,870 shares of Aktis Oncology common stock at a price of $18 per share.

Who actually holds the Aktis Oncology shares reported in this Form 4?

The shares are held by MPM BioVentures 2018, L.P., MPM BioVentures 2018 (B), L.P. and MPM Asset Management Investors BV2018 LLC. The reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest.