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Foghorn Therapeutics: BVF Partners may own about 14.3%

Ownership blockers prevented exercise of all reported pre-funded and Series warrants as of October 1, 2026.

(Neutral)

Sentiment and the balance of points

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Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

Foghorn Therapeutics Inc. (FHTX) reports that Biotechnology Value Fund, L.P. beneficially owned 4,494,462 shares (approximately 7.6%), Biotechnology Value Fund II, L.P. 3,232,448 shares (approximately 5.4%), and Biotechnology Value Trading Fund OS LP 619,258 shares (approximately 1.0%) as of the close of business on October 1, 2026. The percentages use 59,385,315 shares outstanding as of July 31, 2026.

BVF Partners L.P., BVF Inc. and Mark N. Lampert each may be deemed to beneficially own 8,507,000 shares (approximately 14.3%), including shares held in a managed account; these overlapping attributions are not separate blocks to add. The reporting persons and the managed account also held pre-funded warrants exercisable for 5,937,278 shares and Series 1 and Series 2 warrants exercisable for 1,862,891 shares each. The 9.99% blockers prohibited exercise of all such warrants as of October 1, 2026.

Beneficial ownership attributed to BVF Partners L.P., BVF Inc. and Mark N. Lampert 8,507,000 shares Each may be deemed to own this amount as of the close of business on October 1, 2026
Beneficial ownership percentage attributed to BVF Partners L.P., BVF Inc. and Mark N. Lampert Approximately 14.3% Based on 59,385,315 shares outstanding as of July 31, 2026
BVF beneficial ownership 4,494,462 shares As of the close of business on October 1, 2026
BVF2 beneficial ownership 3,232,448 shares As of the close of business on October 1, 2026
Shares outstanding 59,385,315 shares As of July 31, 2026
Pre-funded warrants exercisable shares 5,937,278 shares Immediately exercisable at $0.0001 per share; the warrants do not expire
Series 1 Warrants 1,862,891 shares Immediately exercisable at $13.42 per share; expire June 30, 2027
Series 2 Warrants 1,862,891 shares Immediately exercisable at $20.13 per share; expire December 31, 2030
Pre-Funded Warrants financial
"held pre-funded warrants exercisable for an aggregate of 5,937,278 Shares"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Pre-Funded Warrants Blocker financial
"the Pre-Funded Warrants Blocker prohibits the exercise"
Series Warrants Blocker financial
"the Series Warrants Blocker prohibits the exercise"
beneficially owned financial
"BVF beneficially owned 4,494,462 Shares"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

FAQ

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

How many FHTX shares did the reporting persons beneficially own?

BVF Partners L.P., BVF Inc. and Mark N. Lampert each may be deemed to beneficially own 8,507,000 shares, approximately 14.3%, as of the close of business on October 1, 2026. These are overlapping attributions of shares held by the funds and managed account, not separate positions to add.

Could holders exercise the FHTX warrants?

No. As of October 1, 2026, the blockers prohibited exercise of all pre-funded, Series 1 and Series 2 warrants held by the reporting persons and the Partners Managed Account. The blockers limit ownership to 9.99%; the pre-funded warrant language applies the limit immediately before or after exercise, while the Series Warrants blocker applies together with affiliates.

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

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Learn about SEC filing dates





344174107

(CUSIP Number)
10/01/2026

(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)




schemaVersion:


SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





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SCHEDULE 13G



BIOTECHNOLOGY VALUE FUND L P
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:10/05/2026
BVF I GP LLC
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:10/05/2026
BIOTECHNOLOGY VALUE FUND II LP
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:10/05/2026
BVF II GP LLC
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:10/05/2026
Biotechnology Value Trading Fund OS LP
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:10/05/2026
BVF Partners OS Ltd.
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:10/05/2026
BVF GP HOLDINGS LLC
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:10/05/2026
BVF PARTNERS L P/IL
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:10/05/2026
BVF INC/IL
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:10/05/2026
LAMPERT MARK N
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert
Date:10/05/2026

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