Venrock-affiliated investment entities reported a significant passive stake in Galecto, Inc. They disclosed beneficial ownership of 3,603,595 shares of Galecto common stock, representing 6.0% of the company’s outstanding shares.
The holdings are spread across Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, and Venrock Healthcare Capital Partners EG, L.P., with management entities VHCP Management III, LLC and VHCP Management EG, LLC, and individuals Nimish Shah and Bong Y. Koh also listed as reporting persons. The 6.0% figure is based on 60,232,620 Galecto shares outstanding as of February 12, 2026. The group certifies that the securities were not acquired and are not held for the purpose of changing or influencing control of Galecto.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Galecto, Inc.
(Name of Issuer)
Common Stock, $0.00001 par value per share
(Title of Class of Securities)
36322Q206
(CUSIP Number)
02/09/2026
(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)
SCHEDULE 13G
CUSIP No.
36322Q206
1
Names of Reporting Persons
Venrock Healthcare Capital Partners III, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,603,595.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,603,595.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,603,595.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
36322Q206
1
Names of Reporting Persons
VHCP Co-Investment Holdings III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,603,595.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,603,595.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,603,595.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
36322Q206
1
Names of Reporting Persons
Venrock Healthcare Capital Partners EG, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,603,595.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,603,595.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,603,595.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
36322Q206
1
Names of Reporting Persons
VHCP Management III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,603,595.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,603,595.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,603,595.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
36322Q206
1
Names of Reporting Persons
VHCP Management EG, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,603,595.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,603,595.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,603,595.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
36322Q206
1
Names of Reporting Persons
Nimish Shah
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,603,595.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,603,595.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,603,595.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.0 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
36322Q206
1
Names of Reporting Persons
Bong Y. Koh
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,603,595.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,603,595.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,603,595.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.0 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Galecto, Inc.
(b)
Address of issuer's principal executive offices:
75 State Street, Suite 100, Boston, MA, 02109.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Venrock Healthcare Capital Partners III, L.P. ("VHCP III")
VHCP Co-Investment Holdings III, LLC ("VHCP Co-Investment III")
Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG")
VHCP Management III, LLC ("VHCP Management III")
VHCP Management EG, LLC ("VHCP Management EG")
Nimish Shah ("Shah")
Bong Koh ("Koh")
The Reporting Persons are members of a group for the purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
New York Office:
7 Bryant Park, 23rd Floor
New York, NY 10018
Palo Alto Office:
3340 Hillview Avenue
Palo Alto, CA 94304
(c)
Citizenship:
All of the entities were organized in Delaware. Shah and Koh are both United States citizens.
(d)
Title of class of securities:
Common Stock, $0.00001 par value per share
(e)
CUSIP No.:
36322Q206
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 692,909 shares of common stock held by VHCP III, (ii) 69,331 shares of common stock held by VHCP Co-Investment III, and (iii) 2,841,355 shares of common stock held by held by VHCP EG.
VHCP Management III is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCP Management III and VHCP Management EG.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the shares of common stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. The percentage set forth in each row 11 is based upon 60,232,620 shares of common stock outstanding as of February 12, 2026, as reported in the Issuer's prospectus supplement dated February 10, 2026 filed with the Securities and Exchange Commission (the "SEC") on February 11, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
Venrock Healthcare Capital Partners III, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
02/17/2026
VHCP Co-Investment Holdings III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its Manager, By Sherman G. Souther, Authorized Signatory
Date:
02/17/2026
Venrock Healthcare Capital Partners EG, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management EG, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
02/17/2026
VHCP Management III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
02/17/2026
VHCP Management EG, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
02/17/2026
Nimish Shah
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
02/17/2026
Bong Y. Koh
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
02/17/2026
Exhibit Information
Exhibit 24.1 Power of Attorney for Bong Koh
Exhibit 24.2 Power of Attorney for Nimish Shah
Exhibit 99.1 Joint Filing Agreement
What ownership stake in Galecto (GLTO) did the Venrock group report?
The Venrock-affiliated group reported beneficial ownership of 3,603,595 Galecto common shares, equal to 6.0% of the company. This percentage is calculated using 60,232,620 shares outstanding as of February 12, 2026, as referenced from Galecto’s prospectus supplement.
Which entities and individuals are reporting owners of Galecto (GLTO) shares?
Reporting owners include Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, and individuals Nimish Shah and Bong Y. Koh. They collectively report the same 3,603,595 Galecto common shares.
How was the 6.0% ownership in Galecto (GLTO) calculated?
The 6.0% ownership is based on 3,603,595 Galecto common shares compared against 60,232,620 shares outstanding. The outstanding share count comes from Galecto’s prospectus supplement dated February 10, 2026, which reported that number as outstanding as of February 12, 2026.
Is the Venrock group’s ownership in Galecto (GLTO) considered passive or controlling?
The ownership is certified as passive. The reporting persons state the Galecto securities were not acquired and are not held to change or influence control, nor in connection with any transaction having that purpose, other than activities solely related to a nomination under Rule 14a-11.
How are voting and dispositive powers over Galecto (GLTO) shares structured for the Venrock group?
Each reporting person lists zero sole voting and dispositive power and 3,603,595 shares of shared voting and shared dispositive power. This means decisions to vote or dispose of the Galecto shares are shared among the reporting persons rather than controlled individually.
Where are the Venrock reporting entities related to Galecto (GLTO) organized and based?
All Venrock-related entities reporting Galecto ownership are organized in Delaware. Principal business offices listed include locations at 7 Bryant Park, 23rd Floor, New York, New York 10018, and 3340 Hillview Avenue, Palo Alto, California 94304 for the Venrock investment organizations.
