Novo Holdings (NASDAQ: AVLN) buys shares and converts preferred into Avalyn common

Rhea-AI Filing Summary

Novo Holdings A/S, a more than 10% owner of Avalyn Pharma Inc., reported a combination of open-market buying and preferred stock conversions into common shares. On May 1, 2026, Novo bought 555,555 shares of Avalyn voting common stock in the open market at $18.00 per share, bringing its direct common stock holdings to 3,883,289 shares after the purchase.

On the same date, multiple series of Avalyn preferred stock held by Novo automatically converted into voting common stock upon the closing of Avalyn’s initial public offering for no additional consideration. According to the filing, the Series A, B, C-1, C-2 and D Preferred Stock converted into voting common stock on a 1-for-19.2417 basis and had no expiration date. Following these conversions, the preferred stock positions reported in the filing show zero remaining shares.

Insights

Equity ownership and insider-transactions analyst

Novo made a sizable open-market purchase alongside IPO-driven preferred conversions.

The filing shows Novo Holdings A/S both buying Avalyn common stock and converting legacy preferred holdings. It acquired 555,555 common shares at $18.00 per share and reported 3,883,289 common shares held directly after the purchase.

In addition, multiple preferred series automatically converted into voting common stock upon Avalyn’s initial public offering, at a fixed 1-for-19.2417 ratio with no additional consideration. The derivative section indicates these preferred positions now report zero remaining shares. Subsequent company filings may further clarify Avalyn’s overall share count and Novo’s percentage ownership.

Insider Trade Summary

Net Buyer: 555,555 shares ($9,999,990)

Net Buy 7 txns

Insider Novo Holdings A/S

Role null

Bought 555,555 shs ($10.00M)

Type	Security	Shares	Price	Value
Conversion	Series A Preferred Stock	18,000,000	$0.00	--
Conversion	Series B Preferred Stock	1,986,369	$0.00	--
Conversion	Series C-1 Preferred Stock	25,899,284	$0.00	--
Conversion	Series C-2 Preferred Stock	5,587,603	$0.00	--
Conversion	Series D Preferred Stock	12,558,081	$0.00	--
Conversion	Voting Common Stock	3,327,734	$0.00	--
Purchase	Voting Common Stock	555,555	$18.00	$10.00M

Holdings After Transaction: Series A Preferred Stock — 0 shares (Direct, null); Series B Preferred Stock — 0 shares (Direct, null); Series C-1 Preferred Stock — 0 shares (Direct, null); Series C-2 Preferred Stock — 0 shares (Direct, null); Series D Preferred Stock — 0 shares (Direct, null); Voting Common Stock — 3,327,734 shares (Direct, null)

Footnotes (1)

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Key Figures

Open-market purchase: 555,555 shares at $18.00/share Common shares held after purchase: 3,883,289 shares Series D Preferred converted: 12,558,081 preferred; 652,649 underlying common shares +4 more

7 metrics

Open-market purchase 555,555 shares at $18.00/share Voting Common Stock bought on May 1, 2026

Common shares held after purchase 3,883,289 shares Direct Avalyn voting common stock holdings after transactions

Series D Preferred converted 12,558,081 preferred; 652,649 underlying common shares Automatic conversion into voting common stock

Series C-1 Preferred converted 25,899,284 preferred; 1,345,997 underlying common Automatic conversion into voting common stock

Series A Preferred converted 18,000,000 preferred; 935,466 underlying common Automatic conversion into voting common stock

Conversion ratio 1-for-19.2417 Preferred stock into Avalyn voting common stock at IPO closing

Aggregate preferred converted 64,031,337 preferred shares Total derivative exercise shares in transaction summary

Key Terms

initial public offering, Series A Preferred Stock, voting common stock, open-market purchase, +1 more

5 terms

initial public offering financial

"automatically converted into voting common stock upon the closing of the Issuer's initial public offering"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

Series A Preferred Stock financial

"The Series A Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock and Series D Preferred Stock automatically converted"

Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.

voting common stock financial

"automatically converted into voting common stock upon the closing of the Issuer's initial public offering"

open-market purchase financial

"transaction_action": "open-market purchase""

An open-market purchase is when an investor or a company buys shares on a public stock exchange at the going market price, rather than through a private deal. It matters to investors because these purchases change how many shares are available, can push the stock price up or signal confidence from large buyers, and often affect per-share metrics like earnings—think of it like someone buying lots of apples off a grocery shelf, reducing supply and potentially raising the price.

Conversion of derivative security financial

"transaction_code_description": "Conversion of derivative security""

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

X

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^*

Novo Holdings A/S

(Last) (First) (Middle)

TUBORG HAVNEVEJ 19

(Street)

HELLERUP DK-2900

(City) (State) (Zip)

DENMARK

(Country)

2. Issuer Name and Ticker or Trading Symbol
Avalyn Pharma Inc. [ AVLN ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

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
Voting Common Stock	05/01/2026		C		3,327,734	A	(1)	3,327,734	D
Voting Common Stock	05/01/2026		P		555,555	A	$18	3,883,289	D

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 A Preferred Stock	(1)	05/01/2026		C			18,000,000	(1)	(1)	Voting Common Stock	935,466	$0	0	D
Series B Preferred Stock	(1)	05/01/2026		C			1,986,369	(1)	(1)	Voting Common Stock	103,232	$0	0	D
Series C-1 Preferred Stock	(1)	05/01/2026		C			25,899,284	(1)	(1)	Voting Common Stock	1,345,997	$0	0	D
Series C-2 Preferred Stock	(1)	05/01/2026		C			5,587,603	(1)	(1)	Voting Common Stock	290,390	$0	0	D
Series D Preferred Stock	(1)	05/01/2026		C			12,558,081	(1)	(1)	Voting Common Stock	652,649	$0	0	D

Explanation of Responses:

1. The Series A Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock and Series D Preferred Stock automatically converted into voting common stock upon the closing of the Issuer's initial public offering for no additional consideration, on a 1-for-19.2417 basis, and had no expiration date.

	/s/ Barbara Fiorini, General Counsel, Finance & Operations of Novo Holdings A/S	05/05/2026
	** 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 did Novo Holdings A/S do in this Avalyn Pharma (AVLN) Form 4?

Novo Holdings A/S reported buying Avalyn voting common stock and converting preferred shares. It purchased 555,555 common shares at $18.00 each and disclosed automatic conversion of several preferred series into voting common stock tied to Avalyn’s initial public offering.

How many Avalyn Pharma (AVLN) shares did Novo Holdings buy and at what price?

Novo Holdings A/S bought 555,555 shares of Avalyn voting common stock at $18.00 per share. This open-market purchase increased its reported direct holdings of Avalyn common stock to 3,883,289 shares immediately following the transactions on May 1, 2026.

What preferred stock did Novo Holdings convert into Avalyn (AVLN) common shares?

Novo converted Avalyn’s Series A, Series B, Series C-1, Series C-2 and Series D Preferred Stock into voting common stock. The filing states these preferred series automatically converted upon Avalyn’s initial public offering and that the preferred positions now show zero remaining shares outstanding for Novo.

What was the conversion ratio for Avalyn (AVLN) preferred stock into common stock?

The preferred stock converted into Avalyn voting common stock on a 1-for-19.2417 basis. This ratio applied to the Series A, Series B, Series C-1, Series C-2 and Series D Preferred Stock when they automatically converted upon the closing of Avalyn’s initial public offering.

How many Avalyn (AVLN) common shares does Novo Holdings own after these transactions?

After the reported open-market purchase, Novo Holdings A/S directly holds 3,883,289 shares of Avalyn voting common stock. This figure reflects the position immediately following the 555,555-share purchase disclosed for May 1, 2026 in the Form 4 filing.