Avalyn Pharma Inc. reports institutional holdings disclosed on a Schedule 13G. FMR LLC beneficially owned 4,792,308 common shares, representing 11.5% of the class as of May 1, 2026. The filing states FMR LLC has sole dispositive power over 4,792,308 shares.
The filing also identifies that F-Prime Capital Partners Healthcare Fund V LP held 2,284,535 shares or 5.5% of common stock as of May 1, 2026. Signature blocks show authorization by Richard Bourgelas on behalf of FMR LLC and Abigail P. Johnson.
Positive
None.
Negative
None.
Insights
FMR LLC holds a large passive stake in Avalyn Pharma.
FMR LLC is reported as beneficial owner of 4,792,308 shares (11.5%) with sole dispositive power as of May 1, 2026. This filing is a routine disclosure of a passive institutional position under Schedule 13G.
Cash‑flow treatment and trading intent are not stated; subsequent filings would show changes in holdings or voting intentions.
Disclosure clarifies voting and dispositive powers for a major holder.
The schedule lists sole dispositive power: 4,792,308 shares and shared power: 0, indicating centralized disposition authority within FMR LLC as reported. The filing references Exhibit 99 and a power of attorney effective April 13, 2026.
Material governance effects depend on future votes or transactions; the filing itself is informational.
Key Figures
FMR LLC beneficial ownership:4,792,308 sharesFMR LLC ownership percent:11.5%FMR LLC sole voting power:4,594,194 shares+3 more
6 metrics
FMR LLC beneficial ownership4,792,308 sharesAmount beneficially owned as of May 1, 2026
FMR LLC ownership percent11.5%Percent of class as of May 1, 2026
FMR LLC sole voting power4,594,194 sharesSole voting power reported on cover responses
FMR LLC sole dispositive power4,792,308 sharesSole power to dispose as reported
F‑Prime beneficial ownership2,284,535 sharesItem 6 interest as of May 1, 2026
CUSIP05348Y105Avalyn Pharma common shares CUSIP
Key Terms
Schedule 13G, beneficially owned, sole dispositive power, Investment Company Act
4 terms
Schedule 13Gregulatory
"Name of form: SCHEDULE 13G (cover line)"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
beneficially ownedfinancial
"Amount beneficially owned: 4,792,308 (Item 4)"
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.
sole dispositive powerfinancial
"Sole power to dispose or to direct the disposition of: 4,792,308"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
Investment Company Actregulatory
"investment company registered under the Investment Company Act of 1940"
The Investment Company Act is a law that sets rules for businesses whose main activity is managing and selling pooled money, such as mutual funds and other investment funds. It matters to investors because it requires clear reporting, limits managers from putting their own interests ahead of clients, and mandates safekeeping and oversight of assets—similar to safety inspections and traffic rules that help keep shared vehicles reliable and trustworthy.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Avalyn Pharma Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
05348Y105
(CUSIP Number)
05/01/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
05348Y105
1
Names of Reporting Persons
FMR LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,594,194.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,792,308.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,792,308.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.5 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
05348Y105
1
Names of Reporting Persons
Abigail P. Johnson
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,792,308.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,792,308.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.5 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Avalyn Pharma Inc.
(b)
Address of issuer's principal executive offices:
105 W FIRST ST., BOSTON, MASSACHUSETTS, 02127.
Item 2.
(a)
Name of person filing:
FMR LLC
(b)
Address or principal business office or, if none, residence:
245 Summer Street, Boston, Massachusetts 02210
(c)
Citizenship:
Not applicable
(d)
Title of class of securities:
Common Shares
(e)
CUSIP Number(s):
05348Y105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
4,792,308
(b)
Percent of class:
11.5 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Please see the responses to Items 5 and 6 on the cover page
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
4,792,308
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from COMMON STOCK of AVALYN PHARMA INC.
The interest of F-Prime Capital Partners Healthcare Fund V LP, in the COMMON STOCK of AVALYN PHARMA INC, amounted to 2,284,535.00 shares or 5.5% of the total outstanding COMMON STOCK at May 1, 2026.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See attached Exhibit 99.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
FMR LLC
Signature:
Richard Bourgelas
Name/Title:
Duly authorized under Power of Attorney effective as of April 13, 2026, by and on behalf of FMR LLC and its direct and indirect subsidiaries*
Date:
05/05/2026
Abigail P. Johnson
Signature:
Richard Bourgelas
Name/Title:
Duly authorized under Power of Attorney effective as of April 13, 2026, by and on behalf of Abigail P. Johnson*
Date:
05/05/2026
Comments accompanying signature: *This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on April 29,2026, accession number: 0000315066-26-000738.
What stake does FMR LLC report in Avalyn Pharma (AVLN)?
FMR LLC reports beneficial ownership of 4,792,308 common shares, equal to 11.5% of the class as of May 1, 2026. The filing states FMR LLC has sole dispositive power over those shares.
Does the Schedule 13G show voting power for FMR LLC?
The Schedule 13G shows sole voting power reported as 4,594,194 shares and sole dispositive power of 4,792,308 shares as disclosed on the cover responses.
What other holder is noted in the filing for AVLN?
The filing identifies F-Prime Capital Partners Healthcare Fund V LP as holding 2,284,535 shares, representing 5.5% of common stock at May 1, 2026 according to Item 6 disclosures.
Who signed the Schedule 13G for AVLN on behalf of FMR LLC?
The signature block is executed by Richard Bourgelas dated 05/05/2026, signing as duly authorized under a power of attorney for FMR LLC and Abigail P. Johnson.
