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Evommune (NASDAQ: EVMN) RA Capital insider reports IPO share conversions and buys

Filing Impact
(Very High)
Filing Sentiment
(Very Positive)
Form Type
4

Rhea-AI Filing Summary

Evommune, Inc. (EVMN) reported insider ownership changes tied to its initial public offering. RA Capital–affiliated entities converted Series C Preferred Stock into Common Stock immediately prior to the IPO and also bought additional shares in the offering.

The Fund and RA Capital Nexus Fund III converted preferred stock into 1,517,329 and 691,441 shares of Common Stock, respectively, and then purchased 1,157,096 and 92,904 additional Common shares at $16 per share. These holdings are reported as indirectly owned, with RA Capital Management, L.P., its general partner, and related individuals disclaiming beneficial ownership beyond their pecuniary interests. The reporting persons are identified as both a director affiliate and 10% owner of Evommune.

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Insights

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Insider RA CAPITAL MANAGEMENT, L.P.
Role Director, 10% Owner
Bought 1,250,000 shs ($20.00M)
Type Security Shares Price Value
Conversion Series C Preferred Stock 12,924,620 $0.00 --
Conversion Series C Preferred Stock 5,889,699 $0.00 --
Conversion Common Stock 1,517,329 $0.00 --
Conversion Common Stock 691,441 $0.00 --
Purchase Common Stock 1,157,096 $16.00 $18.51M
Purchase Common Stock 92,904 $16.00 $1.49M
Holdings After Transaction: Series C Preferred Stock — 0 shares (Indirect, See Footnotes); Common Stock — 1,517,329 shares (Indirect, See Footnotes)
Footnotes (1)
  1. Each share of Series C Preferred Stock automatically converted into shares of Common Stock immediately prior to the closing of the Issuer's initial public offering for no additional consideration on a 1-for-8.518 basis and had no expiration date. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein. Held directly by the Fund. Held directly by the Nexus Fund III.
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
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*
RA CAPITAL MANAGEMENT, L.P.
(Last) (First) (Middle)
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Evommune, Inc. [ EVMN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/07/2025
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 11/07/2025 C 1,517,329 A (1) 1,517,329 I See Footnotes(2)(3)
Common Stock 11/07/2025 C 691,441 A (1) 691,441 I See Footnotes(2)(4)
Common Stock 11/07/2025 P 1,157,096 A $16 2,674,425 I See Footnotes(2)(3)
Common Stock 11/07/2025 P 92,904 A $16 784,345 I See Footnotes(2)(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
Series C Preferred Stock (1) 11/07/2025 C 12,924,620 (1) (1) Common Stock 1,517,329 (1) 0 I See Footnotes(2)(3)
Series C Preferred Stock (1) 11/07/2025 C 5,889,699 (1) (1) Common Stock 691,441 (1) 0 I See Footnotes(2)(4)
Explanation of Responses:
1. Each share of Series C Preferred Stock automatically converted into shares of Common Stock immediately prior to the closing of the Issuer's initial public offering for no additional consideration on a 1-for-8.518 basis and had no expiration date.
2. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.
3. Held directly by the Fund.
4. Held directly by the Nexus Fund III.
Remarks:
Dr. Derek DiRocco, a Partner of the Adviser, serves on the Issuer's board of directors.
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. 11/12/2025
/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P. 11/12/2025
/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund III GP, LLC, the General Partner of RA Capital Nexus Fund III, L.P. 11/12/2025
/s/ Peter Kolchinsky, individually 11/12/2025
/s/ Rajeev Shah, individually 11/12/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Evommune (EVMN) report in this Form 4?

The filing reports that RA Capital–related entities converted Series C Preferred Stock into Common Stock and also purchased additional Common Stock in connection with Evommune's initial public offering on 11/07/2025.

How many Evommune (EVMN) shares did RA Capital affiliates acquire in the IPO?

According to the filing, the Fund acquired 1,157,096 shares of Evommune Common Stock at $16 per share, and RA Capital Nexus Fund III acquired 92,904 shares at the same price.

What preferred stock conversions to Evommune (EVMN) Common Stock are disclosed?

Each share of Series C Preferred Stock automatically converted into Common Stock immediately before the IPO on a 1-for-8.518 basis, resulting in 1,517,329 Common shares for the Fund and 691,441 Common shares for RA Capital Nexus Fund III.

How do RA Capital entities report ownership of Evommune (EVMN) shares?

The shares are reported as indirectly owned through the Fund and RA Capital Nexus Fund III, and each of RA Capital Management, L.P., its general partner, the funds, and the named individuals disclaims beneficial ownership except to the extent of their pecuniary interest.

What is the relationship between RA Capital and Evommune (EVMN)?

The reporting persons are identified as a Director and 10% Owner of Evommune, and the filing notes that Dr. Derek DiRocco, a Partner of RA Capital Management, L.P., serves on Evommune's board of directors.

Who signed the Evommune (EVMN) Form 4 on behalf of the reporting persons?

The Form 4 is signed by Peter Kolchinsky in multiple managerial capacities for the RA Capital entities and individually, and by Rajeev Shah individually, each dated 11/12/2025.