Alumis (ALMS) insider-linked entities shift 4.1M shares via in-kind distributions

Rhea-AI Filing Summary

ALUMIS INC. director and 10% owner James B. Tananbaum reported a series of internal restructurings of 4,103,630 shares of common stock, coded as "J" transactions. The shares moved through pro rata, in-kind distributions among affiliated entities for no consideration and not as open-market purchases or sales.

The filing shows indirect holdings across several Foresite and Labs-related funds and LLCs, with post-transaction positions such as 5,702,536, 2,908,332, 4,247,670, 194,459 and 1,960,337 shares held of record by these entities. Tananbaum may share voting and dispositive power but consistently disclaims group status and beneficial ownership beyond his pecuniary interest.

Insider Trade Summary

9 transactions reported

Mixed 9 txns

Insider Tananbaum James B.

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Other	Common Stock	1,176,470	$0.00	--
Other	Common Stock	1,123,337	$0.00	--
Other	Common Stock	1,123,337	$0.00	--
Other	Common Stock	680,486	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 0 shares (Indirect, See Footnote)

Footnotes (1)

1. Represents a pro rata, in-kind distribution, and not a purchase or sale, without additional consideration by Foresite Labs Affiliates 2021, LLC ("Labs Affiliates") to its members in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The shares are held of record by Labs Affiliates. Foresite Labs, LLC ("Labs") is the managing member of Labs Affiliates and may be deemed to have sole voting and dispositive power over such shares. James B. Tananbaum ("Tananbaum"), a manager of Labs, may be deemed to share voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Labs Affiliates, except to the extent of his pecuniary interest in such securities. Represents shares received by Labs pursuant to pro rata distributions by Labs Affiliates, for no consideration, to its members in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Exchange Act. The shares are held of record by Labs. Tananbaum, a manager of Labs, may be deemed to share voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Labs, except to the extent of his pecuniary interest in such securities. Represents a pro rata, in-kind distribution, and not a purchase or sale, without additional consideration by Labs to its members in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Exchange Act. Represents shares received by TFL Investment Holdings, LLC ("TFL") pursuant to pro rata distributions by Labs, for no consideration, to its members in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Exchange Act. The shares are held of record by TFL. Tananbaum is the manager of TFL, and James B. Tananbaum and Dana Shonfeld Tananbaum Family Trust, of which Tananbaum is a trustee, is the sole member of TFL. The shares are held of record by Foresite Capital Fund V, L.P. ("Fund V"). Foresite Capital Management V, LLC ("FCM V") is the general partner of Fund V and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FCM V, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Fund V, except to the extent of his pecuniary interest in such securities. The shares are held of record by Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V"). Foresite Capital Opportunity Management V, LLC ("FCOM V") is the general partner of Opportunity Fund V and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FCOM V, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Opportunity Fund V, except to the extent of his pecuniary interest in such securities. The shares are held of record by Foresite Capital Fund VI, L.P. ("Fund VI"). Foresite Capital Management VI, LLC ("FCM VI") is the general partner of Fund VI and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FCM VI, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Fund VI, except to the extent of his pecuniary interest in such securities. The shares are held of record by Labs Co-Invest V, LLC ("Labs Co-Invest"). FCM V is the managing member of Labs Co-Invest and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FCM V, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Labs Co-Invest, except to the extent of his pecuniary interest in such securities. The shares are held of record by Foresite Labs Fund I, L.P. ("Labs Fund I"). Foresite Labs Management I, LLC ("FLM I") is the general partner of Labs Fund I and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FLM I, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Labs Fund I, except to the extent of his pecuniary interest in such securities.

Key Figures

Restructuring shares: 4,103,630 shares Post-transaction holding 1: 5,702,536 shares Post-transaction holding 2: 2,908,332 shares +4 more

7 metrics

Restructuring shares 4,103,630 shares Total shares in J-code restructuring transactions

Post-transaction holding 1 5,702,536 shares Indirect common stock holding by one affiliated entity

Post-transaction holding 2 2,908,332 shares Indirect common stock holding by a second affiliated entity

Post-transaction holding 3 4,247,670 shares Indirect common stock holding by a third affiliated entity

Post-transaction holding 4 194,459 shares Indirect common stock holding by a fourth affiliated entity

Post-transaction holding 5 1,960,337 shares Indirect common stock holding by a fifth affiliated entity

Transaction price $0.00 per share Reported price for J-code restructuring transactions

Key Terms

pro rata, in-kind distribution, beneficial ownership, voting and dispositive power, pecuniary interest, +1 more

5 terms

pro rata, in-kind distribution financial

"Represents a pro rata, in-kind distribution, and not a purchase or sale"

beneficial ownership financial

"disclaims beneficial ownership of the shares held by Labs Affiliates"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

voting and dispositive power financial

"may be deemed to have sole voting and dispositive power over such shares"

pecuniary interest financial

"disclaims beneficial ownership ... except to the extent of his pecuniary interest"

Rules 16a-13 and 16a-9 regulatory

"in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9"

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Tananbaum James B.

(Last) (First) (Middle)

900 LARKSPUR LANDING CIRCLE

SUITE 150

(Street)

LARKSPUR CALIFORNIA 94939

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ALUMIS INC. [ ALMS ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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

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

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

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	04/01/2026		J(1)		1,176,470	D	$0	0	I	See Footnote(2)
Common Stock	04/01/2026		J(3)		1,123,337	A	$0	1,123,337	I	See Footnote(4)
Common Stock	04/01/2026		J(5)		1,123,337	D	$0	0	I	See Footnote(4)
Common Stock	04/01/2026		J(6)		680,486	A	$0	680,486	I	See Footnote(7)
Common Stock								5,702,536	I	See Footnote(8)
Common Stock								2,908,332	I	See Footnote(9)
Common Stock								4,247,670	I	See Footnote(10)
Common Stock								194,459	I	See Footnote(11)
Common Stock								1,960,337	I	See Footnote(12)

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

Explanation of Responses:

1. Represents a pro rata, in-kind distribution, and not a purchase or sale, without additional consideration by Foresite Labs Affiliates 2021, LLC ("Labs Affiliates") to its members in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

2. The shares are held of record by Labs Affiliates. Foresite Labs, LLC ("Labs") is the managing member of Labs Affiliates and may be deemed to have sole voting and dispositive power over such shares. James B. Tananbaum ("Tananbaum"), a manager of Labs, may be deemed to share voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Labs Affiliates, except to the extent of his pecuniary interest in such securities.

3. Represents shares received by Labs pursuant to pro rata distributions by Labs Affiliates, for no consideration, to its members in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Exchange Act.

4. The shares are held of record by Labs. Tananbaum, a manager of Labs, may be deemed to share voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Labs, except to the extent of his pecuniary interest in such securities.

5. Represents a pro rata, in-kind distribution, and not a purchase or sale, without additional consideration by Labs to its members in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Exchange Act.

6. Represents shares received by TFL Investment Holdings, LLC ("TFL") pursuant to pro rata distributions by Labs, for no consideration, to its members in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Exchange Act.

7. The shares are held of record by TFL. Tananbaum is the manager of TFL, and James B. Tananbaum and Dana Shonfeld Tananbaum Family Trust, of which Tananbaum is a trustee, is the sole member of TFL.

8. The shares are held of record by Foresite Capital Fund V, L.P. ("Fund V"). Foresite Capital Management V, LLC ("FCM V") is the general partner of Fund V and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FCM V, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Fund V, except to the extent of his pecuniary interest in such securities.

9. The shares are held of record by Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V"). Foresite Capital Opportunity Management V, LLC ("FCOM V") is the general partner of Opportunity Fund V and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FCOM V, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Opportunity Fund V, except to the extent of his pecuniary interest in such securities.

10. The shares are held of record by Foresite Capital Fund VI, L.P. ("Fund VI"). Foresite Capital Management VI, LLC ("FCM VI") is the general partner of Fund VI and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FCM VI, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Fund VI, except to the extent of his pecuniary interest in such securities.

11. The shares are held of record by Labs Co-Invest V, LLC ("Labs Co-Invest"). FCM V is the managing member of Labs Co-Invest and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FCM V, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Labs Co-Invest, except to the extent of his pecuniary interest in such securities.

12. The shares are held of record by Foresite Labs Fund I, L.P. ("Labs Fund I"). Foresite Labs Management I, LLC ("FLM I") is the general partner of Labs Fund I and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FLM I, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Labs Fund I, except to the extent of his pecuniary interest in such securities.

Remarks:

This Form 4 is one of three Form 4s filed on the date hereof in respect of these transactions. The Reporting Persons for the other Form 4s are Fund V, Opportunity Fund V, Labs Co-Invest, Fund VI, Labs Fund I, Labs Affiliates, FCM V, FCOM V, FCM VI, FLM I and Labs.

	/s/ James B. Tananbaum	04/03/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider activity did ALUMIS INC. (ALMS) disclose for James B. Tananbaum?

ALUMIS INC. disclosed that entities associated with James B. Tananbaum completed "J"-code restructurings involving 4,103,630 common shares. These were pro rata, in-kind distributions among affiliated entities for no consideration, rather than open-market purchases or sales of ALUMIS INC. stock.

Were the ALUMIS (ALMS) Form 4 transactions open-market buys or sells?

The Form 4 transactions were not open‑market buys or sells. They are labeled as "J" code, representing other acquisitions or dispositions, specifically pro rata, in-kind distributions among related entities for no consideration, in accordance with Exchange Act Rules 16a-13 and 16a-9.

How many ALUMIS INC. shares were involved in the restructuring transactions?

The restructuring transactions involved 4,103,630 shares of ALUMIS INC. common stock. These shares were redistributed among entities such as Foresite Labs Affiliates 2021, LLC, Foresite Labs, LLC and TFL Investment Holdings, LLC through pro rata, in-kind distributions, all reported at a price of $0.00 per share.

Which entities now hold ALUMIS (ALMS) shares associated with James B. Tananbaum?

Post‑restructuring, ALUMIS shares are held by several entities, including Labs Fund I and various Foresite Capital funds. Reported indirect holdings include 5,702,536, 2,908,332, 4,247,670, 194,459 and 1,960,337 shares, each held of record by specific funds or LLCs described in the footnotes.

Does James B. Tananbaum claim beneficial ownership of the ALUMIS shares?

James B. Tananbaum may be deemed to share voting and dispositive power over shares held by affiliated entities, but he expressly disclaims beneficial ownership, except to the extent of his pecuniary interest. He also disclaims the existence of a "group" under Rule 13d-5 of the Exchange Act.

What is the significance of the pro rata, in-kind distributions in the ALMS Form 4?

The pro rata, in-kind distributions signify internal reallocations of ALUMIS shares among related entities, not cash transactions. The footnotes state these were made for no additional consideration and rely on exemptions under Exchange Act Rules 16a-13 and 16a-9, characterizing them as structural rather than market trades.