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ALX Oncology (ALXO) Lightstone group falls below 5% ownership

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

Rhea-AI Filing Summary

ALX Oncology Holdings Inc. investors affiliated with Lightstone Ventures filed Amendment No. 3 to update their ownership in the company’s common stock. The group now beneficially owns 2,942,525 shares, representing 2.2% of the common stock, based on 134,562,917 shares outstanding as of May 1, 2026.

The filing explains that the group ceased to be beneficial owners of more than five percent of ALX Oncology’s common stock on or about February 2, 2026. This change resulted from dilution due to the issuer’s issuance of additional shares, not from any purchases or sales by the reporting persons, and no transactions occurred in the prior sixty days.

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Group beneficial ownership 2,942,525 shares Total shares beneficially owned by reporting persons
Ownership percentage 2.2% Percent of ALX Oncology common stock beneficially owned
Shares outstanding 134,562,917 shares Common stock outstanding as of May 1, 2026
Lightstone Ventures, L.P. holdings 1,363,262 shares Shares held by LV LP included in group ownership
Lightstone Ventures II, L.P. holdings 1,315,255 shares Shares held by LV II LP included in group ownership
Ownership threshold change date on or about February 2, 2026 Date group ceased to own over 5% of common stock
Lightstone Ventures (A), L.P. holdings 185,870 shares Shares held by LV(A) LP
Lightstone Ventures II (A), L.P. holdings 78,138 shares Shares held by LV II(A) LP
beneficially owned financial
"Rows 11 and 13 of each Reporting Person's cover page to this /A set forth the aggregate number of shares of common stock and percentages of the shares of common stock beneficially owned"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
dispositive power financial
"Rows 7 through 10 of each Reporting Person's cover page to this /A set forth the number of shares of common stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
Schedule 13D/A regulatory
"This Amendment No. 3 (this "Amendment No. 3" or this "/A") amends and supplements the statement on originally filed"
A Schedule 13D/A is an amended disclosure filed with regulators by an investor who already reported owning more than 5% of a company’s shares and needs to update their original filing. Think of it as a public status update that tells markets whether the investor’s ownership, plans, or source of funds have changed; such updates matter because they can signal a push for control, major strategic moves, or increased pressure on management, which can affect stock prices.
dilution financial
"This Amendment No. 3 is being filed to report the dilution of the Reporting Persons' beneficial ownership in the Issuer's common stock"
Dilution occurs when a company issues additional shares, increasing the total number of shares outstanding. This can reduce the ownership percentage and voting power of existing shareholders, similar to slicing a pie into more pieces—each piece becomes smaller. For investors, dilution can mean a reduced stake in the company and potentially lower earnings per share, affecting the value of their investment.
aggregate amount beneficially owned financial
"11Aggregate amount beneficially owned by each reporting person 1,549,132.00"
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00166B105

(CUSIP Number)
Travis Boettner
c/o Lightstone Ventures, 420 Boylston St. Suite 602
Boston, MA, 02116
(617) 933-3770

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
05/27/2026

(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






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SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


LSV Associates, LLC
Signature:/s/ Travis Boettner
Name/Title:By Travis Boettner, Attorney-in-Fact
Date:05/27/2026
Lightstone Ventures, L.P.
Signature:/s/ Travis Boettner
Name/Title:By LSV Associates, LLC, its General Partner, By Travis Boettner, Attorney-in-Fact
Date:05/27/2026
Lightstone Ventures (A), L.P.
Signature:/s/ Travis Boettner
Name/Title:By LSV Associates, LLC, its General Partner, By Travis Boettner, Attorney-in-Fact
Date:05/27/2026
LSV Associates II, LLC
Signature:/s/ Travis Boettner
Name/Title:By Travis Boettner, Attorney-in-Fact
Date:05/27/2026
Lightstone Ventures II, L.P.
Signature:/s/ Travis Boettner
Name/Title:By LSV Associates II, LLC, its General Partner, By Travis Boettner, Attorney-in-Fact
Date:05/27/2026
Lightstone Ventures II (A), L.P.
Signature:/s/ Travis Boettner
Name/Title:By LSV Associates II, LLC, its General Partner, By Travis Boettner, Attorney-in-Fact
Date:05/27/2026
Michael A Carusi
Signature:/s/ Travis Boettner
Name/Title:By Travis Boettner, Attorney-in-Fact
Date:05/27/2026
Jean George
Signature:/s/ Travis Boettner
Name/Title:By Travis Boettner, Attorney-in-Fact
Date:05/27/2026
Henry A. Plain Jr
Signature:/s/ Travis Boettner
Name/Title:By Travis Boettner, Attorney-in-Fact
Date:05/27/2026

FAQ

What ownership stake in ALX Oncology (ALXO) do the Lightstone entities report?

The reporting group now beneficially owns 2,942,525 shares of ALX Oncology common stock, equal to 2.2% of shares outstanding, based on 134,562,917 shares reported as outstanding as of May 1, 2026.

Why did the Lightstone group fall below 5% ownership in ALX Oncology (ALXO)?

They fell below 5% ownership due to dilution from ALX Oncology issuing additional common shares. The filing states this change was not caused by any acquisition or disposition of securities by the reporting persons themselves.

Did the Lightstone reporting persons trade ALX Oncology (ALXO) shares recently?

No. The filing states that no transactions involving ALX Oncology securities were effected by any reporting person during the sixty days prior to the event date, indicating a passive change in ownership percentage.

How many ALX Oncology (ALXO) shares do the main Lightstone funds hold?

The filing lists 1,363,262 shares held by Lightstone Ventures, L.P., 185,870 by Lightstone Ventures (A), L.P., 1,315,255 by Lightstone Ventures II, L.P., and 78,138 by Lightstone Ventures II (A), L.P., all included in the group’s reported beneficial ownership.

When did the Lightstone group cease to own over 5% of ALX Oncology (ALXO)?

The reporting persons ceased to be beneficial owners of more than five percent of ALX Oncology’s common stock on or about February 2, 2026, due to dilution from the issuer’s additional share issuances.

What share count did ALX Oncology (ALXO) report outstanding for this filing?

The ownership percentages are calculated using 134,562,917 shares of ALX Oncology common stock outstanding as of May 1, 2026, as reported in the company’s Quarterly Report on Form 10-Q filed on May 8, 2026.