Fairmount funds convert Galecto (GLTO) Series C preferred into common shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Galecto, Inc. reported that investment funds managed by Fairmount converted Series C Non-Voting Convertible Preferred Stock into common shares after stockholder approval on February 9, 2026. Fairmount Healthcare Fund II L.P. converted 5,809 Series C shares into 5,809,000 common shares, and Fairmount Healthcare Co-Invest V L.P. converted 2,904 Series C shares into 2,904,000 common shares, reflecting a 1,000-to-1 conversion ratio.
The converted shares, along with other securities held by the reporting persons, are subject to a lock-up that generally restricts sales or transfers for 60 days after the February 10, 2026 final prospectus supplement for Galecto’s public offering. The Series C Preferred Stock has no expiration date, and conversions are capped so that Fairmount and its affiliates cannot beneficially own more than 19.99% of Galecto’s outstanding common shares immediately after any conversion. Fairmount Funds Management LLC, led by managers Peter Harwin and Tomas Kiselak, is the investment manager for the converting funds and disclaims beneficial ownership except for its pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
8,713 shares exercised/converted
Mixed
4 txns
Insider
Fairmount Funds Management LLC, Fairmount Healthcare Fund II L.P., Fairmount Healthcare Co-Invest V L.P., Kiselak Tomas, Harwin Peter Evan
Role
Director, 10% Owner | 10% Owner | 10% Owner | 10% Owner | Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Series C Preferred Stock | 5,809 | $0.00 | -- |
| Exercise | Series C Preferred Stock | 2,904 | $0.00 | -- |
| Exercise | Common Stock | 5,809,000 | $0.00 | -- |
| Exercise | Common Stock | 2,904,000 | $0.00 | -- |
Holdings After Transaction:
Series C Preferred Stock — 1,148 shares (Indirect, By Fairmount Healthcare Fund II L.P.);
Common Stock — 5,809,000 shares (Indirect, By Fairmount Healthcare Fund II L.P.)
Footnotes (1)
- On February 9, 2026, the Issuer's stockholders approved the issuance of Common Stock upon conversion of the Issuer's Series C Non-Voting Convertible Preferred Stock, par value $0.00001 per share ("Series C Preferred Stock") (the "Requisite Stockholder Approval"). Accordingly, pursuant to the terms of the Certificate of Designations of Preferences, Rights and Limitations of Series C Non-Voting Convertible Preferred Stock, 5,809 shares of Series C Preferred Stock held by Fairmount Healthcare Fund II LP ("Fund II") and 2,904 shares of Series C Preferred Stock held by Fairmount Healthcare Co-Invest V L.P. ("Co-Invest") were converted into 5,809,000 shares of Common Stock and 2,904,000 shares of Common Stock, respectively. The securities of the Issuer held by the Reporting Persons, including the shares of Common Stock received upon conversion of the Series C Preferred Stock, are subject to the terms a lock-up agreement entered into with the underwriters for the Issuer's public offering, (Continued from footnote 1) pursuant to which certain of the Reporting Persons agreed, subject to certain exceptions, not to directly or indirectly sell or otherwise transfer securities of the Issuer for a period of 60 days following the date of the final prospectus supplement relating to the public offering, which was February 10, 2026. Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fund II and Co-Invest. 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. Following receipt of the Requisite Stockholder Approval, each share of Series C Preferred Stock automatically converted into 1,000 shares of Common Stock, subject to certain beneficial ownership limitations. The Series C Preferred Stock has no expiration date. 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.
FAQ
What insider transaction did Galecto (GLTO) disclose in this Form 4?
Galecto disclosed that Fairmount-managed funds converted Series C Preferred Stock into common shares following stockholder approval. Fund II received 5,809,000 shares and Co-Invest received 2,904,000 shares, reflecting a 1,000-to-1 conversion ratio from preferred to common stock.
What did Galecto (GLTO) stockholders approve regarding Series C Preferred Stock?
Stockholders approved the issuance of common stock upon conversion of Galecto’s Series C Non-Voting Convertible Preferred Stock. After this approval, each Series C share automatically converted into 1,000 common shares, subject to stated beneficial ownership limitations on Fairmount and its affiliates.
What is the ownership cap for Fairmount in Galecto (GLTO) after conversion?
The filing states Fairmount may not convert Series C Preferred Stock if it and its affiliates would beneficially own more than 19.99% of Galecto common stock immediately after conversion. This ownership limit governs how much of the preferred can be turned into common shares.
Who manages the Fairmount funds holding Galecto (GLTO) securities?
Fairmount Funds Management LLC manages Fund II and Co-Invest that hold Galecto securities. The managers are Peter Harwin and Tomas Kiselak. They and Fairmount disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest.