Founder Kristen Fortney holds 7.2% of BioAge Labs (BIOA)

Rhea-AI Filing Summary

BioAge Labs, Inc. insider Kristen Fortney filed an amended Schedule 13G reporting beneficial ownership of 2,704,736 shares of the company’s common stock as of December 31, 2025. This represents 7.2% of BioAge’s outstanding common stock.

The position includes 1,210,056 shares directly owned by Dr. Fortney, stock options to purchase up to 1,459,187 additional shares held by her, and 35,493 shares underlying stock options held by her spouse, over which he has voting rights. The 7.2% figure is based on 35,855,037 shares outstanding as of October 31, 2025, as reported by the company.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

BIOAGE LABS, INC.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

09077V100

(CUSIP Number)

12/31/2025

(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)

SCHEDULE 13G

CUSIP No. 09077V100

1

Names of Reporting Persons

Kristen Fortney

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 2,669,243.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,669,243.00
8	Shared Dispositive Power 35,493.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,704,736.00

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)

7.2 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The amount reported in rows 5 and 7 includes: (i) 1,210,056 shares of the Common Stock of BioAge Labs, Inc. (the "Issuer") directly beneficially owned by Kristen Fortney ("Dr. Fortney") and (ii) employee stock options to purchase up to 1,459,187 additional shares of Common Stock of the Issuer, which are directly beneficially owned by Dr. Fortney. The amount reported in row 8 represents employee stock options to purchase up to 35,493 shares of the Issuer's Common Stock which are directly beneficially owned by Dr. Fortney's spouse, Justin Rebo, who has voting rights over such securities. The percentage set forth in row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Securities Exchange Act of 1934, as amended, and based on an aggregate total of 35,855,037 shares of the Issuer's Common Stock outstanding as of October 31, 2025 as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the Securities and Exchange Commission on November 6, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: BIOAGE LABS, INC.
(b)	Address of issuer's principal executive offices: 5885 Hollis Street, Suite 370, Emeryville, CA, 94608.
Item 2.
(a)	Name of person filing: Kristen Fortney ("Dr. Fortney" or the "Reporting Person")
(b)	Address or principal business office or, if none, residence: The address of the principal business office of the Reporting Person is: 5885 Hollis Street, Suite 370 Emeryville, CA 94608
(c)	Citizenship: The Reporting Person is a citizen of the United States of America.
(d)	Title of class of securities: Common Stock, par value $0.00001 per share
(e)	CUSIP No.: 09077V100
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: Reference to "beneficial ownership" of securities for purposes of this statement shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As of December 31, 2025, Dr. Fortney may be deemed to beneficially own an aggregate total of 2,704,736 shares of the capital stock of BioAge Labs, Inc. (the "Issuer"), which consist of: (i) 1,210,056 shares of the Common Stock of the Issuer directly beneficially owned by Dr. Fortney; (ii) employee stock options to purchase up to 1,459,187 additional shares of Common Stock of the Issuer directly beneficially owned by Dr. Fortney, which were either vested as of, or capable of vesting within 60 days following, December 31, 2025, or are otherwise capable of being exercised for shares pursuant to an early exercise provision of the relevant stock option award agreement by and between Dr. Fortney and the Issuer; and (iii) 35,493 shares of the Common Stock of the Issuer underlying employee stock options which were either vested as of, or capable of vesting within 60 days following, December 31, 2025, and which are directly beneficially owned by Dr. Fortney's spouse, Justin Rebo, who has voting rights over such securities.
(b)	Percent of class: As of December 31, 2025, the Reporting Person may be deemed to beneficially own an aggregate total of 7.2% of the Issuer's outstanding Common Stock. The aforementioned percentage was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 35,855,037 shares of the Issuer's Common Stock outstanding as of October 31, 2025 as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the Securities and Exchange Commission on November 6, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 2,669,243
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 2,669,243
	(iv) Shared power to dispose or to direct the disposition of: 35,493
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.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

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.

Kristen Fortney

Signature:	/s/ Kristen Fortney
Name/Title:	Kristen Fortney
Date:	02/13/2026

FAQ

How many BioAge Labs (BIOA) shares does Kristen Fortney beneficially own?

Kristen Fortney may be deemed to beneficially own 2,704,736 shares of BioAge Labs common stock. This total combines 1,210,056 directly owned shares, 1,459,187 stock options held by her, and 35,493 shares underlying options held by her spouse.

What percentage of BioAge Labs (BIOA) does Kristen Fortney own?

Kristen Fortney is reported to beneficially own 7.2% of BioAge Labs’ outstanding common stock. This percentage is calculated under SEC Rule 13d-3(d)(1)(i) using 35,855,037 shares outstanding as of October 31, 2025, as disclosed in BioAge’s Form 10-Q.

How is Kristen Fortney’s BioAge Labs (BIOA) ownership structured?

Her beneficial ownership includes 1,210,056 BioAge common shares held directly, plus employee stock options for up to 1,459,187 additional shares. It also includes 35,493 shares underlying employee stock options held by her spouse, who has voting rights over those securities.

As of what date is Kristen Fortney’s BioAge Labs (BIOA) ownership measured?

Her beneficial ownership is measured as of December 31, 2025. The calculation of her 7.2% stake also uses BioAge’s reported 35,855,037 shares outstanding as of October 31, 2025, from the company’s Form 10-Q filed November 6, 2025.

What are BioAge Labs’ (BIOA) total shares outstanding used in this filing?

The filing uses 35,855,037 shares of BioAge Labs common stock outstanding as the reference figure. This total outstanding share count comes from BioAge’s Quarterly Report on Form 10-Q for the period ended September 30, 2025.

Does Kristen Fortney share voting or dispositive power over BioAge Labs (BIOA) shares?

She has sole voting and dispositive power over 2,669,243 shares and shared dispositive power over 35,493 shares. The 35,493-share block reflects options held by her spouse, Justin Rebo, who has voting rights over those securities.