Fairmount entities disclose major convertible stakes in Galecto (GLTO)

Rhea-AI Filing Summary

Galecto, Inc. (GLTO) insiders filed an initial statement of beneficial ownership showing large derivative positions held through Fairmount-managed funds. The reporting persons, identified as directors and 10% owners, report Series B Preferred Stock convertible into 16,366,000 shares of common stock and Series C Preferred Stock convertible into 6,957,000 and 3,478,000 shares of common stock through two limited partnerships. The Series B shares are convertible at the holder’s option into 1,000 common shares per preferred share, while the Series C shares will automatically convert into 1,000 common shares per preferred share following stockholder approval, in each case subject to a 19.99% beneficial ownership cap for Fairmount and its affiliates.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Fairmount Funds Management LLC

(Last) (First) (Middle)

200 BARR HARBOR DRIVE, SUITE 400

(Street)

WEST CONSHOHOCKEN PA 19428

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/10/2025

3. Issuer Name and Ticker or Trading Symbol
Galecto, Inc. [ GLTO ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(1)	(1)	Common Stock	16,366,000	(1)	I	By Fairmount Healthcare Fund II L.P.(2)
Series C Preferred Stock	(3)	(3)	Common Stock	6,957,000	(3)	I	By Fairmount Healthcare Fund II L.P.(2)
Series C Preferred Stock	(3)	(3)	Common Stock	3,478,000	(3)	I	By Fairmount Healthcare Co-Invest V L.P.(2)

1. Name and Address of Reporting Person^*

Fairmount Funds Management LLC

(Last) (First) (Middle)

200 BARR HARBOR DRIVE, SUITE 400

(Street)

WEST CONSHOHOCKEN PA 19428

(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^*

Fairmount Healthcare Fund II L.P.

(Last) (First) (Middle)

200 BARR HARBOR DRIVE, SUITE 400

(Street)

WEST CONSHOHOCKEN PA 19428

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Fairmount Healthcare Co-Invest V L.P.

(Last) (First) (Middle)

200 BARR HARBOR DRIVE, SUITE 400

(Street)

WEST CONSHOHOCKEN PA 19428

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Kiselak Tomas

(Last) (First) (Middle)

200 BARR HARBOR DRIVE, SUITE 400

(Street)

WEST CONSHOHOCKEN PA 19428

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Harwin Peter Evan

(Last) (First) (Middle)

200 BARR HARBOR DRIVE, SUITE 400

(Street)

WEST CONSHOHOCKEN PA 19428

(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. Following stockholder approval of the conversion of Series B Preferred Stock into shares of Common Stock, each share of Series B Preferred Stock will be convertible, at the option of the holder, into 1,000 shares of Common Stock, subject to certain limitations. Fairmount (as defined below) may not convert such shares if Fairmount, together with its affiliates, would beneficially own more than 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion.

2. Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. and Fairmount Healthcare Co-Invest V L.P. Peter Harwin and Tomas Kiselak are the managers of Fairmount. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.

3. Following stockholder approval of the conversion of Series C Preferred Stock into shares of Common Stock, each share of Series C Preferred Stock will automatically convert into 1,000 shares of Common Stock, subject to certain limitations. Fairmount may not convert such shares if Fairmount, together with its affiliates, would beneficially own more than 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion.

Remarks:

Exhibit 24 - Power of Attorney Fairmount, Fairmount Healthcare Fund II LP and Fairmount Healthcare Co-Invest V L.P. may each be deemed a director by deputization of the Issuer by virtue of the fact that Peter Harwin serves on the board of directors of the Issuer and is a manager of Fairmount.

	/s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC	11/17/2025
	/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II L.P.	11/17/2025
	/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Co-Invest V L.P.	11/17/2025
	/s/ Tomas Kiselak	11/17/2025
	/s/ Peter Harwin	11/17/2025
	** Signature of Reporting Person	Date
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FAQ

What does the Form 3 filing disclose for Galecto, Inc. (GLTO)?

The filing discloses that Fairmount-managed entities, treated as directors and 10% owners of Galecto, Inc. (GLTO), hold significant preferred stock positions that are convertible into shares of common stock, reported as derivative securities.

How many Galecto (GLTO) common shares are underlying the reported Series B Preferred Stock?

The Form 3 shows Series B Preferred Stock that is convertible into 16,366,000 shares of Galecto common stock, based on a 1,000-to-1 conversion ratio for each preferred share, subject to stated limitations.

What Series C Preferred Stock positions are reported for Galecto (GLTO)?

The filing reports Series C Preferred Stock positions that are convertible into 6,957,000 shares of common stock through Fairmount Healthcare Fund II L.P. and 3,478,000 shares through Fairmount Healthcare Co-Invest V L.P., each at 1,000 common shares per preferred share after stockholder approval.

What ownership limitation applies to Fairmount’s convertible securities in Galecto (GLTO)?

The disclosure states that Fairmount and its affiliates may not convert Series B or Series C Preferred Stock if, after conversion, they would beneficially own more than 19.99% of Galecto’s outstanding common stock.

Who manages the Fairmount funds that report ownership in Galecto (GLTO)?

Fairmount Funds Management LLC is identified as investment manager for Fairmount Healthcare Fund II L.P. and Fairmount Healthcare Co-Invest V L.P., and Peter Harwin and Tomas Kiselak are noted as managers of Fairmount.

Do Fairmount and its managers claim full beneficial ownership of the Galecto (GLTO) securities?

The filing states that Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of the reported securities, except to the extent of their pecuniary interest in those securities.