[Form 4] Biomea Fusion, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Rainer M. Erdtmann, a director and officer of Biomea Fusion (BMEA), reported multiple late-January 2025 stock transfers and a large option award. On 01/28/2025 he disposed of 40,000 shares and on 01/31/2025 recorded three additional disposals of 10,000 each alongside three indirect acquisitions of 10,000 shares attributed to his children, leaving 643,027 shares held directly following those transactions.

The filing discloses indirect holdings held in Trust 1 (174,614), Trust 2 (1,134,989), Point Sur Investors Fund I, LP (228,470) and Point Sur Investors, LLC (252,320). It also reports a grant of 1,246,989 stock options on 08/11/2025 with a $1.53 exercise price, vesting in 16 quarterly installments beginning 08/08/2025 and fully vesting 08/08/2029, expiring 08/10/2035.

Positive

• Substantial equity award: Grant of 1,246,989 stock options at a $1.53 exercise price with multi-year vesting aligns management incentives with shareholders.
• Detailed indirect holdings disclosed: Footnotes list Trust 1 (174,614), Trust 2 (1,134,989), Point Sur LP (228,470) and Point Sur Investors, LLC (252,320), showing continued indirect ownership.

Negative

• Multiple share disposals: Disposition of 40,000 shares on 01/28/2025 and three disposals of 10,000 each on 01/31/2025 reduced direct holdings.
• Potential dilution: The 1,246,989 option award at $1.53 strike could materially increase outstanding shares if exercised.
• Beneficial ownership disclaimers: Reporting person disclaims Section 16 beneficial ownership of shares held in Trust 1 and Trust 2, which may complicate assessments of true control.

Insights

Corporate Governance Expert

TL;DR: Insider transferred shares to family and disclaims certain trust holdings, while retaining substantial indirect ownership.

The Form 4 shows multiple gift/disposition events in late January 2025 that reduce direct holdings to 643,027 shares. Footnotes explicitly state significant indirect positions held via Trust 1, Trust 2, Point Sur LP and Point Sur Investors, LLC, with explicit disclaimers of Section 16 beneficial ownership for the trust-held shares. For governance and disclosure purposes, the mix of direct disposals and large indirect holdings requires clear investor disclosure; the filing provides the explicit holdings and disclaimers but no additional context on intent.

Executive Compensation Analyst

TL;DR: A large option award was granted, creating long-term incentive but also potential equity dilution.

The reporting person received 1,246,989 stock options on 08/11/2025 at a $1.53 exercise price. The award vests in 16 substantially equal quarterly installments beginning 08/08/2025 and fully vests 08/08/2029, with an expiration date of 08/10/2035. This is a material compensation event: it aligns pay with long-term equity performance but represents a sizable potential issuance of common shares if exercised, which investors should quantify against the company's outstanding share count.

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
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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^*

Erdtmann Rainer M

(Last) (First) (Middle)

C/O BIOMEA FUSION, INC.

1599 INDUSTRIAL ROAD

(Street)

SAN CARLOS CA 94070

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Biomea Fusion, Inc. [ BMEA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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
Common Stock	01/28/2025		G		40,000	D	$0	673,027	D
Common Stock	01/31/2025		G		10,000	D	$0	663,027	D
Common Stock	01/31/2025		G		10,000	A	$0	19,400	I	By daughter
Common Stock	01/31/2025		G		10,000	D	$0	653,027	D
Common Stock	01/31/2025		G		10,000	A	$0	20,000	I	By son
Common Stock	01/31/2025		G		10,000	D	$0	643,027	D
Common Stock	01/31/2025		G		10,000	A	$0	20,000	I	By daughter
Common Stock								174,614	I	See Footnote(1)
Common Stock								1,134,989	I	See Footnote(2)
Common Stock								228,470	I	See Footnote(3)
Common Stock								252,320	I	See Footnote(4)

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
Stock Option (Right to Buy)	$1.53	08/11/2025		A		1,246,989		(5)	08/10/2035	Common Stock	1,246,989	$0	1,246,989	D

Explanation of Responses:

1. The shares are held by a trust having an independent trustee ("Trust 1"). The Reporting Person disclaims Section 16 beneficial ownership of the securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.

2. The shares are held by a trust having an independent trustee ("Trust 2"). The Reporting Person disclaims Section 16 beneficial ownership of the securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.

3. The shares are held directly by Point Sur Investors Fund I, LP ("Point Sur LP"). The General Partner of Point Sur LP is Point Sur Investors LLC. The Reporting Person is a managing member of Point Sur Investors, LLC and as such has voting and dispositive power over the securities held by Point Sur LP. The Reporting Person disclaims Section 16 beneficial ownership of the securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.

4. The shares are held directly by Point Sur Investors, LLC. The Reporting Person is a managing members of Point Sur Investors, LLC and as such has voting and dispositive power over the securities held by Point Sur Investors, LLC. The Reporting Person disclaims Section 16 beneficial ownership of the securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.

5. The option shall vest and become exercisable in 16 substantially equal quarterly installments after August 8, 2025, such that the award will be fully vested and exercisable on August 8, 2029, subject to the Reporting Person's continued service to the Issuer through each vesting date.

Remarks:

President, Chief Operating Officer, Principal Financial Officer, and Principal Accounting Officer

	/s/ Rainer M. Erdtmann	08/13/2025
	** 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.

FAQ

What did the BMEA Form 4 filed by Rainer M. Erdtmann disclose?

The form discloses late-January 2025 share transfers (including a 40,000 share disposition on 01/28/2025 and multiple 10,000 disposals on 01/31/2025), indirect transfers to his children, indirect holdings in trusts and entities, and a 1,246,989 option grant on 08/11/2025.

How many stock options was Erdtmann granted and what are the terms?

He was granted 1,246,989 options on 08/11/2025 at a $1.53 exercise price, vesting in 16 quarterly installments beginning 08/08/2025, fully vesting 08/08/2029, expiring 08/10/2035.

How many shares does Erdtmann directly own after the reported transactions?

Following the reported January 2025 transactions, the filing shows 643,027 shares held directly by the reporting person.

Which indirect holdings are disclosed on the Form 4?

Footnotes disclose indirect holdings: Trust 1 (174,614), Trust 2 (1,134,989), Point Sur Investors Fund I, LP (228,470), and Point Sur Investors, LLC (252,320), with disclaimers of Section 16 ownership for the trusts.

Were any transfers made to family members?

Yes. On 01/31/2025 the filing shows indirect acquisitions of 10,000 shares attributed to a daughter, 10,000 to a son, and another 10,000 to a daughter.

Does the reporting person disclaim beneficial ownership of certain shares?

Yes. The footnotes state the reporting person disclaims Section 16 beneficial ownership of shares held by Trust 1 and Trust 2, except to the extent of any pecuniary interest.