Flagship Pioneering backs Foghorn Therapeutics (FHTX) with major warrant buy

Rhea-AI Filing Summary

Flagship Pioneering Fund VII, L.P., a major holder of Foghorn Therapeutics Inc., acquired a large package of derivative securities in a registered direct offering on January 13, 2026. Through this transaction, Flagship Pioneering Fund VII, L.P. received warrants to purchase an aggregate of 4,470,936 shares of Foghorn common stock, made up of 2,235,468 pre-funded warrants, 1,117,734 Series 1 warrants and 1,117,734 Series 2 warrants.

The securities were acquired for a purchase price of $6.7099 per pre-funded warrant and accompanying Series warrants. The Series 1 warrants are initially exercisable at $13.42 per share and the Series 2 warrants at $20.13 per share, with a one-time reset feature before June 30, 2027 if Foghorn issues new capital at a lower weighted-average price, but not below $6.71 per share. All of these warrants are reported as indirectly owned through Flagship Pioneering Fund VII, L.P., with related entities and Noubar B. Afeyan, Ph.D. disclaiming beneficial ownership beyond any pecuniary interest.

Insights

Equity financing and governance analyst

Flagship-affiliated fund reports a large warrant purchase in Foghorn via a registered direct offering.

Flagship Pioneering Fund VII, L.P. acquired derivative exposure to an aggregate of 4,470,936 Foghorn Therapeutics common shares through pre-funded and Series warrants on January 13, 2026. The package consists of 2,235,468 pre-funded warrants plus 1,117,734 Series 1 and 1,117,734 Series 2 warrants, all reported as indirectly owned by the fund.

The pre-funded warrants and accompanying Series warrants were purchased at $6.7099 per pre-funded warrant and Series package. The Series 1 warrants carry an initial exercise price of $13.42 per share and the Series 2 warrants $20.13 per share, with a built-in reset mechanism if, before June 30, 2027, the company raises capital at a lower weighted-average common stock equivalent price. That reset can lower the exercise price, but not below $6.71 per share, and it can occur only once.

Control relationships are layered: Flagship Pioneering Fund VII General Partner LLC is the general partner of the fund, Flagship Pioneering, LLC manages that general partner, and Noubar B. Afeyan, Ph.D. is the ultimate control person. The parties state that they may be deemed directors by deputization, yet each disclaims beneficial ownership of the reported securities beyond any pecuniary interest. Future company disclosures may further detail how these warrants interact with broader capital-raising activity.

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^*

Flagship Pioneering, LLC

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Foghorn Therapeutics Inc. [ FHTX ]

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)
01/13/2026

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

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

	Form filed by One Reporting Person
X	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

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
Pre-Funded Warrants to purchase Common Stock	$0.0001	01/13/2026		A		2,235,468		01/13/2026	01/13/2046	Common Stock	2,235,468	$6.7099(1)	2,235,468	I	By Flagship Pioneering Fund VII, L.P.(2)
Series 1 Warrants to purchase Common Stock	$13.42(3)	01/13/2026		A		1,117,734		01/13/2026	06/30/2027	Common Stock	1,117,734	(1)	1,117,734	I	By Flagship Pioneering Fund VII, L.P.(2)
Series 2 Warrants to purchase Common Stock	$20.13(3)	01/13/2026		A		1,117,734		01/13/2026	12/31/2030	Common Stock	1,117,734	(1)	1,117,734	I	By Flagship Pioneering Fund VII, L.P.(2)

1. Name and Address of Reporting Person^*

Flagship Pioneering, LLC

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Flagship Pioneering Fund VII General Partner LLC

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Flagship Pioneering Fund VII, L.P.

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Flagship Pioneering Special Opportunities Fund II General Partner LLC

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Flagship Pioneering Special Opportunities Fund II, L.P.

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Flagship Ventures Fund V General Partner LLC

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Flagship Ventures Fund V, L.P.

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Flagship Ventures Opportunities Fund I General Partner LLC

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Flagship Ventures Opportunities Fund I, L.P.

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

AFEYAN NOUBAR

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On January 13, 2026, pursuant to a registered direct offering by the Issuer, Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") acquired warrants to purchase an aggregate of 4,470,936 shares of Common Stock, consisting of (i) Pre-Funded Warrants to purchase 2,235,468 shares of Common Stock, (ii) Series 1 Warrants to purchase 1,117,734 shares of Common Stock and (iii) Series 2 Warrants to purchase 1,117,734 shares of Common Stock (together with the Series 1 Warrants, the "Series Warrants"). The securities were acquired for a purchase price of $6.7099 per Pre-Funded Warrant and accompanying Series Warrants.

2. Securities held by Flagship Fund VII. Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering, LLC (f/k/a Flagship Pioneering, Inc., "Flagship Pioneering") is the manager of Flagship Fund VII GP. Noubar B. Afeyan, Ph.D. is the ultimate control person of Flagship Pioneering. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

3. The Series Warrants are exercisable at an initial price of $13.42 per Series 1 Warrant and $20.13 per Series 2 Warrant. Subject to certain exclusions, if prior to June 30, 2027, the Company issues capital stock or securities convertible into or exercisable for capital stock in one or more related transactions primarily for capital raising at a weighted-average common stock equivalent price (the "Weighted-Average Price") below $13.42 per share, the exercise price of a Series Warrant shall reset upon exercise to the midpoint between the initial price and the lowest such Weighted-Average Price, but not below $6.71 per share. The exercise price may be adjusted only once pursuant to this mechanism.

Remarks:

Douglas G. Cole, a Managing Partner at Flagship Pioneering, serves on the board of directors of the Issuer and has been deputized to represent the Reporting Persons on the board of directors of the Issuer. By virtue of Mr. Cole's representation, for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons may be deemed directors by deputization of the Issuer. This filing shall not be deemed an admission that any Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act or otherwise, or is subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

	Flagship Pioneering, LLC, By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager	01/15/2026
	Flagship Pioneering Fund VII General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager of Manager	01/15/2026
	Flagship Pioneering Fund VII, L.P., By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager of Manager of General Partner	01/15/2026
	Flagship Pioneering Special Opportunities Fund II General Partner LLC, By: /s/ Noubar B. Afeyan Ph.D., Title: Sole Member and Manager of Manager	01/15/2026
	Flagship Pioneering Special Opportunities Fund II, L.P., By: /s/ Noubar B. Afeyan Ph.D., Title: Sole Member and Manager of Manager of Manager of General Partner	01/15/2026
	Flagship Ventures Fund V General Partner LLC, By: /s/ Noubar B. Afeyan Ph.D., Title: Manager	01/15/2026
	Flagship Ventures Fund V, L.P., By: /s/ Noubar B. Afeyan Ph.D., Title: Manager of General Partner	01/15/2026
	Flagship Ventures Opportunities Fund I General Partner LLC, By: /s/ Noubar B. Afeyan Ph.D., Title: Manager	01/15/2026
	Flagship Ventures Opportunities Fund I, L.P., By: /s/ Noubar B. Afeyan Ph.D., Title: Manager of General Partner	01/15/2026
	/s/ Noubar B. Afeyan, Ph.D.	01/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Flagship-related entities report in FHTX?

Flagship Pioneering Fund VII, L.P. reported acquiring warrants to purchase an aggregate of 4,470,936 shares of Foghorn Therapeutics Inc. (FHTX) common stock in a registered direct offering on January 13, 2026.

What types of warrants tied to FHTX did Flagship Pioneering Fund VII, L.P. acquire?

The fund acquired 2,235,468 pre-funded warrants, 1,117,734 Series 1 warrants and 1,117,734 Series 2 warrants, all exercisable for Foghorn Therapeutics common stock.

What prices apply to the FHTX warrants held by Flagship Pioneering Fund VII, L.P.?

The securities were acquired for $6.7099 per pre-funded warrant and accompanying Series warrants. The Series 1 warrants have an initial exercise price of $13.42 per share and the Series 2 warrants $20.13 per share.

How does the exercise price reset feature work for the FHTX Series warrants?

If before June 30, 2027 Foghorn issues capital stock (or convertible/exercisable securities) in related capital-raising transactions at a weighted-average common stock equivalent price below $13.42 per share, the Series warrant exercise price resets upon exercise to the midpoint between the initial price and the lowest such price, but not below $6.71 per share, and only once.

Who is considered to control the FHTX warrants acquired by Flagship entities?

Flagship Pioneering Fund VII, L.P. holds the securities, with Flagship Pioneering Fund VII General Partner LLC as its general partner, Flagship Pioneering, LLC as manager of that general partner, and Noubar B. Afeyan, Ph.D. as the ultimate control person. Each reporting person disclaims beneficial ownership beyond any pecuniary interest.

Are the FHTX warrants reported on the Form 4 directly or indirectly owned?

All of the reported warrants are listed as indirectly owned, with the nature of ownership described as "By Flagship Pioneering Fund VII, L.P." and related entities disclaiming full beneficial ownership.