Evommune placement dilutes RA Capital stake to 8.5%

Reported ownership dilution followed EVMN’s 4,966,889-share private placement; the reporting persons disclosed no EVMN securities transactions in the prior 60 days.

Available on EDGAR 11/10/2026 - 04:46 PM EST Accepted by SEC EDGAR 11/10/2026 - 04:45 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Evommune, Inc. (EVMN) ownership amendment reports dilution of the reporting persons’ beneficial ownership, not an acquisition or disposition of shares. RA Capital Management, L.P., Peter Kolchinsky and Rajeev Shah each reported shared beneficial ownership of 3,494,638 shares, or 8.5%. RA Capital Healthcare Fund, L.P. reported 2,710,293 shares, or 6.6%.

The reported securities include 2,710,293 shares held directly by the Fund and 784,345 shares held directly by RA Capital Nexus Fund III, L.P. The amendment attributes the dilution to EVMN’s issuance of 4,966,889 shares in a private placement that closed November 6, 2026. The reporting persons stated they had no transactions in EVMN securities during the preceding 60 days.

Filing Explained

The shared position attributed to RA Capital, Peter Kolchinsky and Rajeev Shah reflects voting and disposition authority delegated by the Fund and Nexus Fund III; the funds disclaim beneficial ownership because that delegation cannot be revoked on less than 61 days’ notice.

Key Figures

Shared beneficial ownership (RA Capital, Peter Kolchinsky and Rajeev Shah): 3,494,638 shares Beneficial ownership percentage (RA Capital, Peter Kolchinsky and Rajeev Shah): 8.5% Fund beneficial ownership: 2,710,293 shares +3 more

6 metrics

Shared beneficial ownership (RA Capital, Peter Kolchinsky and Rajeev Shah) 3,494,638 shares Each reported 8.5% of the class

Beneficial ownership percentage (RA Capital, Peter Kolchinsky and Rajeev Shah) 8.5% Reported by each

Fund beneficial ownership 2,710,293 shares RA Capital Healthcare Fund, L.P.; 6.6% of the class

Fund beneficial ownership percentage 6.6% RA Capital Healthcare Fund, L.P.

Shares issued in private placement 4,966,889 shares Closed November 6, 2026

Shares outstanding 36,292,113 shares As of August 4, 2026; used with the private-placement shares as the ownership-percentage basis

Key Terms

beneficial ownership, shared voting power, shared dispositive power, private placement

4 terms

beneficial ownership technical

"dilution of the Reporting Persons' beneficial ownership"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

shared voting power technical

"Shared Voting Power 3,494,638.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power technical

"Shared Dispositive Power 3,494,638.00"

private placement financial

"private placement of equity securities by the Issuer"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many EVMN shares did RA Capital report owning?

RA Capital Management, Peter Kolchinsky and Rajeev Shah each reported shared beneficial ownership of 3,494,638 shares, or 8.5%. The Fund separately reported 2,710,293 shares, or 6.6%. The 3,494,638-share reported position includes shares held directly by the Fund and RA Capital Nexus Fund III.

Who controls voting and disposition of EVMN shares held by the funds?

The Fund and RA Capital Nexus Fund III delegated to RA Capital the sole power to vote and dispose of securities held in their portfolios, including EVMN shares. The filing states that neither fund may revoke that delegation on less than 61 days’ notice.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Evommune, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

30054Y107

(CUSIP Number)

Peter Kolchinsky
RA Capital Management, L.P., 200 Berkeley Street, 18th Floor
Boston, MA, 02116
617.778.2500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/06/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 30054Y107

1

Name of reporting person

RA Capital Management, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,494,638.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,494,638.00

11

Aggregate amount beneficially owned by each reporting person

3,494,638.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.5 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP Number(s): 30054Y107

1

Name of reporting person

Peter Kolchinsky

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,494,638.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,494,638.00

11

Aggregate amount beneficially owned by each reporting person

3,494,638.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.5 %

14

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13D

CUSIP Number(s): 30054Y107

1

Name of reporting person

Rajeev Shah

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,494,638.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,494,638.00

11

Aggregate amount beneficially owned by each reporting person

3,494,638.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.5 %

14

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13D

CUSIP Number(s): 30054Y107

1

Name of reporting person

RA Capital Healthcare Fund, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,710,293.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,710,293.00

11

Aggregate amount beneficially owned by each reporting person

2,710,293.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.6 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value per share
(b)	Name of Issuer: Evommune, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1891 Page Mill Road, Palo Alto, CALIFORNIA , 94304.
Item 1 Comment: This Amendment No. 2 (this "Amendment No. 2" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on November 17, 2025 and amended on February 17, 2026 (as amended, the "Statement") by the Reporting Persons. This Amendment No. 2 is being filed to report the dilution of the Reporting Persons' beneficial ownership in the Issuer's common stock and not as a result of any acquisition or disposition of securities by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 2 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.
Item 2.	Identity and Background
(a)	This Schedule 13D/A is being filed on behalf of RA Capital Management, L.P. ("RA Capital"), Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the "Fund"). RA Capital, Dr. Kolchinsky, Mr. Shah, and the Fund are collectively referred to herein as the "Reporting Persons." The agreement among the Reporting Persons to file this Schedule 13D/A jointly in accordance with Rule 13d-1(k) of the Act is filed as Exhibit 99.1. The Reporting Persons' ownership of the Issuer's securities includes (i) 2,710,293 shares of common stock held directly by the Fund and (ii) 784,345 shares of common stock held directly by RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"). RA Capital Healthcare Fund GP, LLC is the general partner of the Fund and RA Capital Nexus Fund III GP, LLC is the general partner of the Nexus Fund III. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for each of the Fund and the Nexus Fund III and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund or the Nexus Fund III. Each of the Fund and the Nexus Fund III has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in its portfolio, including the shares of the Issuer's common stock reported herein. Because each of the Fund and the Nexus Fund III has divested itself of voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, each of the Fund and the Nexus Fund III disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act and therefore disclaims any obligation to report ownership of the reported securities under Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13D/A other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13D/A shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.
(b)	The address of the principal business office of each of the Reporting Persons is 200 Berkeley Street, 18th Floor, Boston, MA 02116.
(c)	The Fund is a private investment vehicle. RA Capital provides investment management services to the Fund and the Nexus Fund III. The principal occupation of each of Dr. Kolchinsky and Mr. Shah is investment management.
(d)	During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	See Item 6 of the cover pages.
Item 5.	Interest in Securities of the Issuer
(a)	Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of shares of common stock and percentages of the shares of common stock beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon the sum of (i) 36,292,113 shares outstanding as of August 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2026 and (ii) 4,966,889 shares of common stock issued in the private placement of equity securities by the Issuer that closed on November 6, 2026, as reported in the Issuer's Current Report on Form 8-K filed with the SEC on November 4, 2026.
(b)	Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of shares of common stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.
(c)	None of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days.
(d)	No person (other than the Reporting Persons) 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, the shares of common stock subject to this 13D/A.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' amendment to the Statement filed with the SEC on November 17, 2025).

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.

RA Capital Management, L.P.

Signature:	/s/ Peter Kolchinsky
Name/Title:	By Peter Kolchinsky, Authorized Signatory
Date:	11/10/2026

Peter Kolchinsky

Signature:	/s/ Peter Kolchinsky
Name/Title:	Peter Kolchinsky
Date:	11/10/2026

Rajeev Shah

Signature:	/s/ Rajeev Shah
Name/Title:	Rajeev Shah
Date:	11/10/2026

RA Capital Healthcare Fund, L.P.

Signature:	/s/ Peter Kolchinsky
Name/Title:	By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager
Date:	11/10/2026