Fairmount funds convert Galecto (GLTO) Series C preferred into common shares

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.

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

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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^*

Fairmount Funds Management LLC

(Last) (First) (Middle)

200 BARR HARBOR DRIVE, SUITE 400

(Street)

WEST CONSHOHOCKEN PA 19428

(City) (State) (Zip)

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

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)
02/09/2026

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
Common Stock	02/09/2026		M(1)(2)		5,809,000	A	$0	5,809,000	I	By Fairmount Healthcare Fund II L.P.(3)
Common Stock	02/09/2026		M(1)(2)		2,904,000	A	$0	2,904,000	I	By Fairmount Healthcare Co-Invest V L.P.(3)

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
Series C Preferred Stock	(4)	02/09/2026		M(1)(2)			5,809	(4)	(4)	Common Stock	5,809,000	$0	1,148	I	By Fairmount Healthcare Fund II L.P.(3)
Series C Preferred Stock	(4)	02/09/2026		M(1)(2)			2,904	(4)	(4)	Common Stock	2,904,000	$0	574	I	By Fairmount Healthcare Co-Invest V L.P.(3)

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. 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,

2. (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.

3. 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.

4. 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.

Remarks:

Fairmount, Fund II and Co-Invest 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	02/12/2026
	/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II L.P.	02/12/2026
	/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Co-Invest V L.P.	02/12/2026
	/s/ Tomas Kiselak	02/12/2026
	/s/ Peter Harwin	02/12/2026
	** 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 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.

How many Galecto (GLTO) common shares were issued in the Series C conversion?

The conversion issued 5,809,000 Galecto common shares to Fairmount Healthcare Fund II L.P. and 2,904,000 shares to Fairmount Healthcare Co-Invest V L.P. These shares came from automatic conversion of Series C Non-Voting Convertible Preferred Stock after stockholder approval.

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.

Are the new Galecto (GLTO) shares from the conversion subject to a lock-up?

Yes. The securities held by the reporting persons, including converted common shares, are subject to a 60-day lock-up. This period runs after the February 10, 2026 final prospectus supplement for Galecto’s public offering, limiting sales or transfers except for specified exceptions.

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.