Fairmount funds convert preferred into Galecto (GLTO) stock, holding 19.99%

Rhea-AI Filing Summary

Fairmount Funds Management and affiliated entities report beneficial ownership of 8,713,000 Galecto common shares, representing 19.99% of the class, based on 43,595,335 shares outstanding as of February 9, 2026.

The filing reflects automatic conversion of Series C Preferred Stock after shareholder approval. On February 9, 2026, 5,809 Series C shares held by Fund II and 2,904 Series C shares held by Co-Invest converted into 5,809,000 and 2,904,000 common shares, respectively.

Additional common shares issuable from Series B and Series C Preferred Stock are excluded from reported ownership due to a 19.99% beneficial ownership cap, which will automatically reduce to 9.99% once Fairmount and affiliates beneficially own 9.0% or less. Fund II, Co-Invest and certain individuals agreed to 60-day lock-up restrictions following the February 10, 2026 final prospectus supplement for Galecto’s public offering.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Galecto, Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

36322Q206

(CUSIP Number)

Ms. Erin O'Connor
Fairmount Funds Management LLC, 200 Barr Harbor Drive, Suite 400
West Conshohocken, PA, 19428
(267) 262-5300

Ryan A. Murr, Esq.
Gibson, Dunn & Crutcher LLP, One Embarcadero Center, Suite 2600
San Francisco, CA, 94111
(415) 393-8373

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/09/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 36322Q206

1

Name of reporting person

Fairmount Funds Management LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,713,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,713,000.00

11

Aggregate amount beneficially owned by each reporting person

8,713,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.99 %

14

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person:

The securities include (i) 5,809,000 shares of common stock, par value $0.00001 per share ("Common Stock"), directly held by Fairmount Healthcare Fund II L.P. ("Fund II") and (ii) 2,904,000 shares of Common Stock directly held by Fairmount Healthcare Co-Invest V L.P. ("Co-Invest") and exclude (i) 16,366,000 shares of Common Stock issuable upon conversion of 16,366 shares of Series B Non-Voting Convertible Preferred Stock, par value $0.00001 per share (the "Series B Preferred Stock"), directly held by Fund II, (ii) 1,148,000 shares of Common Stock issuable upon conversion of 1,148 shares of Series C Non-Voting Convertible Preferred Stock, par value $0.00001 per share (the "Series C Preferred Stock"), directly held by Fund II and (iii) 574,000 shares of Common Stock issuable upon conversion of 574 shares of Series C Preferred Stock directly held by Co-Invest. The conversion of the shares of Series B Preferred Stock and Series C Preferred Stock is each subject to a beneficial ownership limitation for the holder, together with its affiliates, of 19.99% of the outstanding shares of Common Stock. The securities excluded reflect shares of Common Stock issuable upon conversion of the shares of Series B Preferred Stock and Series C Preferred Stock in excess of such beneficial ownership limitations. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the outstanding shares of Common Stock, the beneficial ownership limitations with respect to each of the Series B Preferred Stock and Series C Preferred Stock will automatically reduce to 9.99%. Row 13 is based on 43,595,335 shares of Common Stock outstanding as of February 9, 2026 as reported in the Issuer's registration statement on Form S-3ASR filed with the Securities and Exchange Commission (the "SEC") on February 9, 2026.

SCHEDULE 13D

CUSIP No. 36322Q206

1

Name of reporting person

Fairmount Healthcare Fund II L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,809,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,809,000.00

11

Aggregate amount beneficially owned by each reporting person

5,809,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.32 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The securities include 5,809,000 shares of Common Stock, and exclude (i) 16,366,000 shares of Common Stock issuable upon conversion of 16,366 shares of Series B Preferred Stock and (ii) 1,148,000 shares of Common Stock issuable upon conversion of 1,148 shares of Series C Preferred Stock. The conversion of the shares of Series B Preferred Stock and Series C Preferred Stock is each subject to a beneficial ownership limitation for the holder, together with its affiliates, of 19.99% of the outstanding shares of Common Stock. The securities excluded reflect shares of Common Stock issuable upon conversion of the shares of Series B Preferred Stock and Series C Preferred Stock in excess of such beneficial ownership limitations. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the outstanding shares of Common Stock, the beneficial ownership limitations with respect to each of the Series B Preferred Stock and Series C Preferred Stock will automatically reduce to 9.99%. Row 13 is based on 43,595,335 shares of Common Stock outstanding as of February 9, 2026 as reported in the Issuer's registration statement on Form S-3ASR filed with the SEC on February 9, 2026.

SCHEDULE 13D

CUSIP No. 36322Q206

1

Name of reporting person

Fairmount Healthcare Co-Invest V L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,904,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,904,000.00

11

Aggregate amount beneficially owned by each reporting person

2,904,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.66 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The securities include 2,904,000 shares of Common Stock and exclude 574,000 shares of Common Stock issuable upon conversion of 574 shares of Series C Preferred Stock. The conversion of the shares of Series C Preferred Stock is subject to a beneficial ownership limitation for the holder, together with its affiliates, of 19.99% of the outstanding shares of Common Stock. The securities excluded reflect shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock in excess of such beneficial ownership limitation. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the outstanding shares of Common Stock, the beneficial ownership limitations with respect to the Series C Preferred Stock will automatically reduce to 9.99%. Row 13 is based on 43,595,335 shares of Common Stock outstanding as of February 9, 2026 as reported in the Issuer's registration statement on Form S-3ASR filed with the SEC on February 9, 2026.

SCHEDULE 13D

CUSIP No. 36322Q206

1

Name of reporting person

Peter Evan Harwin

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,713,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,713,000.00

11

Aggregate amount beneficially owned by each reporting person

8,713,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.99 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The securities include (i) 5,809,000 shares of Common Stock directly held by Fund II and (ii) 2,904,000 shares of Common Stock directly held by Co-Invest and exclude (i) 16,366,000 shares of Common Stock issuable upon conversion of 16,366 shares of Series B Preferred Stock directly held by Fund II, (ii) 1,148,000 shares of Common Stock issuable upon conversion of 1,148 shares of Series C Preferred Stock directly held by Fund II and (iii) 574,000 shares of Common Stock issuable upon conversion of 574 shares of Series C Preferred Stock directly held by Co-Invest. The conversion of the shares of Series B Preferred Stock and Series C Preferred Stock is each subject to a beneficial ownership limitation for the holder, together with its affiliates, of 19.99% of the outstanding shares of Common Stock. The securities excluded reflect shares of Common Stock issuable upon conversion of the shares of Series B Preferred Stock and Series C Preferred Stock in excess of such beneficial ownership limitations. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the outstanding shares of Common Stock, the beneficial ownership limitations with respect to each of the Series B Preferred Stock and Series C Preferred Stock will automatically reduce to 9.99%. Row 13 is based on 43,595,335 shares of Common Stock outstanding as of February 9, 2026 as reported in the Issuer's registration statement on Form S-3ASR filed with the SEC on February 9, 2026.

SCHEDULE 13D

CUSIP No. 36322Q206

1

Name of reporting person

Tomas Kiselak

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SLOVAKIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,713,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,713,000.00

11

Aggregate amount beneficially owned by each reporting person

8,713,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.99 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The securities include (i) 5,809,000 shares of Common Stock directly held by Fund II and (ii) 2,904,000 shares of Common Stock directly held by Co-Invest and exclude (i) 16,366,000 shares of Common Stock issuable upon conversion of 16,366 shares of Series B Preferred Stock directly held by Fund II, (ii) 1,148,000 shares of Common Stock issuable upon conversion of 1,148 shares of Series C Preferred Stock directly held by Fund II and (iii) 574,000 shares of Common Stock issuable upon conversion of 574 shares of Series C Preferred Stock directly held by Co-Invest. The conversion of the shares of Series B Preferred Stock and Series C Preferred Stock is each subject to a beneficial ownership limitation for the holder, together with its affiliates, of 19.99% of the outstanding shares of Common Stock. The securities excluded reflect shares of Common Stock issuable upon conversion of the shares of Series B Preferred Stock and Series C Preferred Stock in excess of such beneficial ownership limitations. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the outstanding shares of Common Stock, the beneficial ownership limitations with respect to each of the Series B Preferred Stock and Series C Preferred Stock will automatically reduce to 9.99%. Row 13 is based on 43,595,335 shares of Common Stock outstanding as of February 9, 2026 as reported in the Issuer's registration statement on Form S-3ASR filed with the SEC on February 9, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.00001 per share
(b)	Name of Issuer: Galecto, Inc.
(c)	Address of Issuer's Principal Executive Offices: 75 State Street, Suite 100, Boston, MASSACHUSETTS , 02109.
Item 1 Comment: This Amendment No. 1 amends and supplements the statement on Schedule 13D originally filed with the SEC on November 17, 2025 (as amended, the "Statement" or the "Schedule 13D") by the Reporting Persons with respect to the Common Stock of Galecto, Inc. (the "Company"). Unless otherwise defined herein, capitalized terms used in this Amendment No. 1 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Statement is hereby amended and supplemented as follows: In aggregate, the Reporting Persons have voting and dispositive power over (i) 5,809,000 shares of Common Stock directly held by Fund II and (ii) 2,904,000 shares of Common Stock directly held by Co-Invest and exclude (i) 16,366,000 shares of Common Stock issuable upon conversion of 16,366 shares of Series B Preferred Stock directly held by Fund II, (ii) 1,148,000 shares of Common Stock issuable upon conversion of 1,148 shares of Series C Preferred Stock directly held by Fund II and (iii) 574,000 shares of Common Stock issuable upon conversion of 574 shares of Series C Preferred Stock directly held by Co-Invest. The conversion of the shares of Series B Preferred Stock and Series C Preferred Stock is each subject to a beneficial ownership limitation for the holder, together with its affiliates, of 19.99% of the outstanding shares of Common Stock. The securities excluded reflect shares of Common Stock issuable upon conversion of the shares of Series B Preferred Stock and Series C Preferred Stock in excess of such beneficial ownership limitations. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the outstanding shares of Common Stock, the beneficial ownership limitations with respect to each of the Series B Preferred Stock and Series C Preferred Stock will automatically reduce to 9.99%.
Item 4.	Purpose of Transaction
	Item 4 of the Statement is hereby amended and supplemented as follows: Conversion of Series C Preferred Stock Pursuant to the terms of the Certificate of Designation of Preferences, Rights and Limitations of the Series C Non-Voting Convertible Preferred Stock, dated November 7, 2025 (as corrected, the "Certificate of Designation"), following stockholder approval received on February 9, 2026 of the issuance of shares of Common Stock upon conversion of the Series C Preferred Stock, each share of Series C Preferred Stock automatically converted into 1,000 shares of Common Stock, subject to beneficial ownership limitations (the "Conversion"). On February 9, 2026, 5,809 shares of Series C Preferred Stock held by Fund II and 2,904 shares of Series C Preferred Stock held by Co-Invest automatically converted into 5,809,000 shares of Common Stock and 2,904,000 shares of Common Stock, respectively. Lock-up Agreements 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, 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. In connection with a public offering of securities by the Company, Fund II, Co-Invest and Mr. Harwin entered into lock-up agreements with the underwriters for the offering, pursuant to which Fund II, Co-Invest and Mr. Harwin agreed, subject to certain exceptions, not to directly or indirectly sell or otherwise transfer securities of the Company for a period of 60 days following the date of the final prospectus supplement relating to the public offering, which was February 10, 2026 (the "Lock-up Agreements"). The foregoing description of the Lock-up Agreements does not purport to be complete and is qualified in its entirety by reference to the form of the Lock-up Agreement, which will be filed by the Company.
Item 5.	Interest in Securities of the Issuer
(a)	The percentages used in this Schedule 13D are calculated based upon 43,595,335 shares of Common Stock outstanding as of February 9, 2026 as reported in the Issuer's registration statement on Form S-3ASR filed with the SEC on February 9, 2026.
(b)	The Reporting Persons' securities include (i) 5,809,000 shares of Common Stock directly held by Fund II and (ii) 2,904,000 shares of Common Stock directly held by Co-Invest and exclude (i) 16,366,000 shares of Common Stock issuable upon conversion of 16,366 shares of Series B Preferred Stock directly held by Fund II, (ii) 1,148,000 shares of Common Stock issuable upon conversion of 1,148 shares of Series C Preferred Stock directly held by Fund II and (iii) 574,000 shares of Common Stock issuable upon conversion of 574 shares of Series C Preferred Stock directly held by Co-Invest. The conversion of the shares of Series B Preferred Stock and Series C Preferred Stock is each subject to a beneficial ownership limitation for the holder, together with its affiliates, of 19.99% of the outstanding shares of Common Stock. The securities excluded reflect shares of Common Stock issuable upon conversion of the shares of Series B Preferred Stock and Series C Preferred Stock in excess of such beneficial ownership limitations. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the outstanding shares of Common Stock, the beneficial ownership limitations with respect to each of the Series B Preferred Stock and Series C Preferred Stock will automatically reduce to 9.99%.
(c)	Other than the Conversion, the Reporting Persons have not had any transactions in the shares of Common Stock in the past 60 days.
(d)	Fairmount is the investment manager or adviser to Fund II and Co-Invest and has voting and dispositive power over the shares of Common Stock held on behalf of Fund II and Co-Invest.
(e)	N/A.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 of the Reporting Persons' Schedule 13D filed with the SEC on November 17, 2025).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Fairmount Funds Management LLC

Signature:	/s/ Peter Harwin
Name/Title:	Peter Harwin, Managing Member
Date:	02/11/2026

Signature:	/s/ Tomas Kiselak
Name/Title:	Tomas Kiselak, Managing Member
Date:	02/11/2026

Fairmount Healthcare Fund II L.P.

Signature:	/s/ Peter Harwin
Name/Title:	Peter Harwin, Managing Member
Date:	02/11/2026

Signature:	/s/ Tomas Kiselak
Name/Title:	Tomas Kiselak, Managing Member
Date:	02/11/2026

Fairmount Healthcare Co-Invest V L.P.

Signature:	/s/ Peter Harwin
Name/Title:	Peter Harwin, Managing Member
Date:	02/11/2026

Signature:	/s/ Tomas Kiselak
Name/Title:	Tomas Kiselak, Managing Member
Date:	02/11/2026

Peter Evan Harwin

Signature:	/s/ Peter Harwin
Name/Title:	Peter Harwin
Date:	02/11/2026

Tomas Kiselak

Signature:	/s/ Tomas Kiselak
Name/Title:	Tomas Kiselak
Date:	02/11/2026

FAQ

How much Galecto (GLTO) stock do the Fairmount reporting persons now beneficially own?

The Fairmount reporting persons beneficially own 8,713,000 shares of Galecto common stock, representing 19.99% of the outstanding class. This percentage is calculated using 43,595,335 shares outstanding as of February 9, 2026, as reported in Galecto’s Form S-3ASR.

What change does this Schedule 13D/A report for Galecto (GLTO)?

The amendment reports the automatic conversion of Series C Preferred Stock into Galecto common shares and updates Fairmount’s ownership. On February 9, 2026, Fund II and Co-Invest converted Series C shares into a total of 8,713,000 common shares, subject to existing ownership limits.

How many Galecto (GLTO) shares were issued from the Series C Preferred conversion?

On February 9, 2026, 5,809 Series C Preferred shares held by Fund II converted into 5,809,000 common shares, and 2,904 Series C shares held by Co-Invest converted into 2,904,000 common shares. Each preferred share converted into 1,000 common shares under the stated terms.

What is the beneficial ownership limitation described for Galecto (GLTO) preferred stock?

The Series B and Series C Preferred Stock each have a 19.99% beneficial ownership limitation for the holder and its affiliates. Once Fairmount and its affiliates beneficially own 9.0% or less of Galecto’s common stock, these limitations automatically decrease to 9.99% for each preferred series.

Are all potential Galecto (GLTO) shares from Fairmount’s preferred stock included in this ownership report?

No. The report includes only currently held Galecto common shares and excludes additional common shares issuable from Series B and Series C Preferred Stock. Those excluded shares would exceed the stated 19.99% beneficial ownership cap applicable to Fairmount and its affiliates.

What lock-up restrictions apply to Fairmount’s Galecto (GLTO) holdings?

Fund II, Co-Invest and Mr. Harwin entered 60-day lock-up agreements with underwriters in connection with a Galecto public offering. Subject to specified exceptions, they agreed not to sell or transfer Galecto securities for 60 days after the final prospectus supplement dated February 10, 2026.

What share count did the filing use to calculate Galecto (GLTO) ownership percentages?

Ownership percentages are based on 43,595,335 Galecto common shares outstanding as of February 9, 2026. This figure comes from Galecto’s registration statement on Form S-3ASR filed with the SEC on the same date and is used consistently across the ownership calculations.