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Tananbaum-led funds update Alumis (ALMS) ownership and 13D stake

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Alumis Inc. shareholder Foresite-affiliated funds and James B. Tananbaum filed Amendment No. 4 to update their Schedule 13D. The filing reflects pro rata distributions by Foresite Labs Affiliates 2021, LLC and Foresite Labs, LLC, which reduced their Alumis common stock holdings to zero.

After these changes, James B. Tananbaum is reported to beneficially own 15,693,820 shares of Alumis common stock, representing 12.7% of the outstanding shares as of March 12, 2026. Individual Foresite funds continue to hold significant stakes, with sole voting and dispositive power attributed through their respective general partners and management entities.

The reporting group, active in venture capital investing in life sciences and healthcare, states it holds Alumis shares for investment purposes and may buy, sell, or distribute shares over time based on market conditions and its ongoing assessment of the company.

Positive

  • None.

Negative

  • None.
Tananbaum beneficial ownership 15,693,820 shares Beneficially owned Alumis common stock, representing 12.7% as of March 12, 2026
Fund VI stake 4,247,670 shares Alumis common stock beneficially owned by Foresite Capital Fund VI, L.P. (3.4% of class)
Fund V stake 5,702,536 shares Alumis common stock beneficially owned by Foresite Capital Fund V, L.P. (4.6% of class)
Opportunity Fund V stake 2,908,332 shares Alumis common stock beneficially owned by Foresite Capital Opportunity Fund V, L.P. (2.4% of class)
Labs Fund I stake 1,960,337 shares Alumis common stock beneficially owned by Foresite Labs Fund I, L.P. (1.6% of class)
Labs Affiliates distribution 1,176,470 shares Common stock distributed pro rata by Foresite Labs Affiliates 2021, LLC on April 1, 2026
Labs LLC distribution 1,123,337 shares Common stock distributed pro rata by Foresite Labs, LLC on April 1, 2026
Shares outstanding baseline 123,139,425 shares Alumis common stock outstanding as of March 12, 2026, per Form 10-K
beneficial ownership financial
"This Amendment No. 4 relates to the beneficial ownership of Common Stock of Alumis, Inc."
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.
pro rata distribution financial
"On April 1, 2026, Labs Affiliates effected a pro rata distribution without additional consideration"
A pro rata distribution is when a company or organization shares out money, assets, or benefits evenly among all eligible people based on their size or share. For example, if a company makes a profit and distributes it to shareholders, each person gets a portion proportional to how many shares they own. It ensures everyone gets their fair part based on their ownership or stake.
Investors' Rights Agreement financial
"entered into an Amended and Restated Investors' Rights Agreement dated March 4, 2024"
demand registration rights financial
"The Rights Agreement grants ... certain rights including demand registration rights, piggyback registration rights"
lock-up agreement financial
"entered into a lock-up agreement, pursuant to which each such party agreed ... not to sell, transfer or otherwise convey"
A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.
Convertible Preferred Stock financial
"Series B-1 Redeemable Convertible Preferred Stock of the Issuer at a conversion price of $4.00 per share"
Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.





022307102

(CUSIP Number)
Amelia Stoj
900 Larkspur Landing Circle, Suite 150,
Larkspur, CA, 94939
(203) 687-6536

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
04/01/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 7: 4,247,670 shares, except that Foresite Capital Management VI, LLC ("FCM VI"), the general partner of Foresite Capital Fund VI LP ("Fund VI"), may be deemed to have sole power to vote these shares, and James B. Tananbaum ("Tananbaum"), the managing member of FCM VI, may be deemed to have sole power to vote these shares. Note to Row 8: See response to row 7. Note to Row 9: 4,247,670 shares, except that FCM VI, the general partner of Fund VI, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM VI, may be deemed to have sole power to dispose of these shares. Note to Row 10: See response to row 9. Note to Row 13: This percentage is calculated based upon 123,139,425 shares of common stock of Alumis, Inc. (the "Issuer") outstanding as of March 12, 2026, as set forth in the Issuer's Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 19, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 7: 4,247,670 shares, all of which are directly owned by Fund VI. FCM VI, the general partner of Fund VI, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM VI, may be deemed to have sole power to vote these shares. Note to Row 8: See response to row 7. Note to Row 9: 4,247,670 shares, all of which are directly owned by Fund VI. FCM VI, the general partner of Fund VI, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM VI, may be deemed to have sole power to dispose of these shares. Note to Row 10: See response to row 9. Note to Row 13: This percentage is calculated based upon 123,139,425 shares of common stock of the Issuer outstanding as of March 12, 2026, as set forth in the Issuer's Form 10-K filed with the SEC on March 19, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 7: 5,702,536 shares, except that Foresite Capital Management V, LLC ("FCM V"), the general partner of Foresite Capital Fund V, L.P. ("Fund V"), may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to vote these shares. Note to Row 8: See response to row 7. Note to Row 9: 5,702,536 shares, except that FCM V, the general partner of Fund V, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to dispose of these shares. Note to Row 10: See response to row 9. Note to Row 13: This percentage is calculated based upon 123,139,425 shares of common stock of the Issuer outstanding as of March 12, 2026, as set forth in the Issuer's Form 10-K filed with the SEC on March 19, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 7: 194,459 shares, except that FCM V, the managing member of Labs Co-Invest V, LLC ("Labs Co-Invest"), may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to vote these shares. Note to Row 8: See response to row 7. Note to Row 9: 194,459 shares, except that FCM V, the managing member of Labs Co-Invest, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to dispose of these shares. Note to Row 10: See response to row 9. Note to Row 13: This percentage is calculated based upon 123,139,425 shares of common stock of the Issuer outstanding as of March 12, 2026, as set forth in the Issuer's Form 10-K filed with the SEC on March 19, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 7: 5,896,995 shares, of which 5,702,536 shares are directly owned by Fund V and 194,459 shares are directly owned by Labs Co-Invest. FCM V, the general partner of Fund V and the managing member of Labs Co-Invest, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to vote these shares. Note to Row 8: See response to row 7. Note to Row 9: 5,896,995 shares, of which 5,702,536 shares are directly owned by Fund V and 194,459 shares are directly owned by Labs Co-Invest. FCM V, the general partner of Fund V and the managing member of Labs Co-Invest, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to dispose of these shares. Note to Row 10: See response to row 9. Note to Row 13: This percentage is calculated based upon 123,139,425 shares of common stock of the Issuer outstanding as of March 12, 2026, as set forth in the Issuer's Form 10-K filed with the SEC on March 19, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 7: 2,908,332 shares, except that Foresite Capital Opportunity Management V, LLC ("FCOM V"), the general partner of Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V"), may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCOM V, may be deemed to have sole power to vote these shares. Note to Row 8: See response to row 7. Note to Row 9: 2,908,332 shares, except that FCOM V, the general partner of Opportunity Fund V, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCOM V, may be deemed to have sole power to dispose of these shares. Note to Row 10: See response to row 9. Note to Row 13: This percentage is calculated based upon 123,139,425 shares of common stock of the Issuer outstanding as of March 12, 2026, as set forth in the Issuer's Form 10-K filed with the SEC on March 19, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 7: 2,908,332 shares, all of which are directly owned by Opportunity Fund V. FCOM V, the general partner of Opportunity Fund V, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCOM V, may be deemed to have sole power to vote these shares. Note to Row 8: See response to row 7. Note to Row 9: 2,908,332 shares, all of which are directly owned by Opportunity Fund V. FCOM V, the general partner of Opportunity Fund V, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCOM V, may be deemed to have sole power to dispose of these shares. Note to Row 10: See response to row 9. Note to Row 13: This percentage is calculated based upon 123,139,425 shares of common stock of the Issuer outstanding as of March 12, 2026, as set forth in the Issuer's Form 10-K filed with the SEC on March 19, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 7: 1,960,337 shares, except that Foresite Labs Management I, LLC ("FLM I"), the general partner of Foresite Labs Fund I, L.P. ("Labs Fund I"), may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FLM I, may be deemed to have sole power to vote these shares. Note to Row 8: See response to row 7. Note to Row 9: 1,960,337 shares, except that FLM I, the general partner of Labs Fund I, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FLM I, may be deemed to have sole power to dispose of these shares. Note to Row 10: See response to row 9. Note to Row 13: This percentage is calculated based upon 123,139,425 shares of common stock of the Issuer outstanding as of March 12, 2026, as set forth in the Issuer's Form 10-K filed with the SEC on March 19, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 7: 1,960,337 shares, all of which are directly owned by Labs Fund I. FLM I, the general partner of Labs Fund I, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FLM I, may be deemed to have sole power to vote these shares. Note to Row 8: See response to row 7. Note to Row 9: 1,960,337 shares, all of which are directly owned by Labs Fund I. FLM I, the general partner of Labs Fund I, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FLM I, may be deemed to have sole power to dispose of these shares. Note to Row 10: See response to row 9. Note to Row 13: This percentage is calculated based upon 123,139,425 shares of common stock of the Issuer outstanding as of March 12, 2026, as set forth in the Issuer's Form 10-K filed with the SEC on March 19, 2026.


SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 7: 15,693,820 shares, of which 4,247,670 shares are directly owned by Fund VI, 5,702,536 shares are directly owned by Fund V, 194,459 shares are directly owned by Labs Co-Invest, 2,908,332 shares are directly owned by Opportunity Fund V, 1,960,337 shares are directly owned by Labs Fund I, and 680,486 shares are directly owned by TFL Investment Holdings, LLC ("TFL"). Tananbaum is the managing member of each of FCM VI, which is the general partner of Fund VI; FCM V, which is the general partner of Fund V and the managing member of Labs Co-Invest; FCOM V, which is the general partner of Opportunity Fund V; and FLM I, which is the general partner of Labs Fund I. 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. Tananbaum may be deemed to have sole power to vote the shares directly owned by Fund VI, Fund V, Labs Co-Invest, Opportunity Fund V, Labs Fund I and TFL. Note to Row 9: 15,693,820 shares, of which 4,247,670 shares are directly owned by Fund VI, 5,702,536 shares are directly owned by Fund V, 194,459 shares are directly owned by Labs Co-Invest, 2,908,332 shares are directly owned by Opportunity Fund V, 1,960,337 shares are directly owned by Labs Fund I, and 680,486 shares are directly owned by TFL. Tananbaum is the managing member of each of FCM VI, which is the general partner of Fund VI; FCM V, which is the general partner of Fund V and the managing member of Labs Co-Invest; FCOM V, which is the general partner of Opportunity Fund V; and FLM I, which is the general partner of Labs Fund I. 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. Tananbaum may be deemed to have sole power to dispose of the shares directly owned by Fund VI, Fund V, Labs Co-Invest, Opportunity Fund V, Labs Fund I and TFL. Note to Row 13: This percentage is calculated based upon 123,139,425 shares of common stock of the Issuer outstanding as of March 12, 2026, as set forth in the Issuer's Form 10-K filed with the SEC on March 19, 2026.


SCHEDULE 13D


Foresite Capital Fund VI LP
Signature:/s/ James B. Tananbaum
Name/Title:James Tananbaum, Managing Member of the General Partner
Date:04/03/2026
Foresite Capital Management VI, LLC
Signature:/s/ James B. Tananbaum
Name/Title:James Tananbaum, Managing Member
Date:04/03/2026
Foresite Capital Fund V, L.P.
Signature:/s/ James B. Tananbaum
Name/Title:James Tananbaum, Managing Member of the General Partner
Date:04/03/2026
Labs Co-Invest V, LLC
Signature:/s/ James B. Tananbaum
Name/Title:James Tananbaum, Managing Member of the General Partner
Date:04/03/2026
Foresite Capital Management V, LLC
Signature:/s/ James B. Tananbaum
Name/Title:James Tananbaum, Managing Member
Date:04/03/2026
Foresite Capital Opportunity Fund V, L.P.
Signature:/s/ James B. Tananbaum
Name/Title:James Tananbaum, Managing Member of the General Partner
Date:04/03/2026
Foresite Capital Opportunity Management V, LLC
Signature:/s/ James B. Tananbaum
Name/Title:James Tananbaum, Managing Member
Date:04/03/2026
Foresite Labs Fund I, L.P.
Signature:/s/ James B. Tananbaum
Name/Title:James Tananbaum, Managing Member of the General Partner
Date:04/03/2026
Foresite Labs Management I, LLC
Signature:/s/ James B. Tananbaum
Name/Title:James Tananbaum, Managing Member
Date:04/03/2026
Foresite Labs Affiliates 2021, LLC
Signature:/s/ James B. Tananbaum
Name/Title:James Tananbaum, Managing Member of the Manager
Date:04/03/2026
Foresite Labs, LLC
Signature:/s/ James B. Tananbaum
Name/Title:James Tananbaum, Manager
Date:04/03/2026
James B. Tananbaum
Signature:/s/ James B. Tananbaum
Name/Title:James B. Tananbaum
Date:04/03/2026

FAQ

What change does this Schedule 13D/A report for Alumis (ALMS)?

The filing reports updated ownership for Foresite-affiliated investors in Alumis after pro rata share distributions by Foresite Labs Affiliates 2021, LLC and Foresite Labs, LLC. Both entities now report zero Alumis shares, and aggregate percentages for other reporting persons are recalculated.

How much Alumis (ALMS) stock does James B. Tananbaum beneficially own?

James B. Tananbaum is reported to beneficially own 15,693,820 shares of Alumis common stock, representing 12.7% of the outstanding shares. This total includes shares held by multiple Foresite funds and entities over which he exercises managing or controlling roles.

What are the main Foresite funds’ ownership stakes in Alumis (ALMS)?

Foresite Capital Fund VI, L.P. reports beneficial ownership of 4,247,670 shares (3.4%), and Foresite Capital Fund V, L.P. reports 5,702,536 shares (4.6%). Other vehicles, including Labs Co-Invest V, LLC and Foresite Capital Opportunity Fund V, L.P., hold smaller but meaningful positions in Alumis common stock.

Why did Foresite Labs Affiliates 2021, LLC and Foresite Labs, LLC change their Alumis (ALMS) holdings?

On April 1, 2026, Foresite Labs Affiliates 2021, LLC distributed 1,176,470 Alumis shares and Foresite Labs, LLC distributed 1,123,337 shares pro rata to their members, without additional consideration. Following these distributions, each entity reports beneficial ownership of zero Alumis shares.

What is the stated purpose of the Foresite group’s investment in Alumis (ALMS)?

The reporting persons state they hold Alumis securities for investment purposes. They may buy additional shares, sell existing holdings, or distribute shares to partners or members over time, depending on market conditions, Alumis’ business prospects, and alternative investment opportunities.

What is Alumis (ALMS) total common stock outstanding used in this 13D/A?

All ownership percentages in the filing are calculated using 123,139,425 shares of Alumis common stock outstanding as of March 12, 2026. This share count is taken from Alumis’ Form 10-K filed with the SEC on March 19, 2026.