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Venture backer of Gossamer Bio (GOSS) sells 17.1M shares, holds 1.7%

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Gossamer Bio, Inc. received an amended Schedule 13D from New Enterprise Associates–affiliated entities led by Growth Equity Opportunities 18 VGE, LLC, updating their ownership in the company’s common stock.

On February 23, 2026, GEO completed open‑market public sales totaling 17,093,034 shares of Gossamer Bio common stock at a weighted average price of $0.3906 per share, with trade prices ranging from $0.3320 to $0.6363 per share.

After these transactions, as of February 23, 2026 GEO is the record owner of 1,000,000 shares and may be deemed to beneficially hold an additional 3,065,134 shares underlying GEO warrants, for total GEO‑related beneficial ownership of 4,065,134 shares, or 1.7% of Gossamer Bio’s outstanding common stock. That percentage is based on 234,521,381 shares, including 231,456,247 shares outstanding as of October 31, 2025 plus the GEO warrants. Voting and dispositive power over these shares is reported as shared among GEO, affiliated NEA entities, and several individual managers, each of whom disclaims beneficial ownership beyond shares held of record.

Positive

  • None.

Negative

  • Large stockholder executed significant open‑market sales, with GEO selling 17,093,034 Gossamer Bio shares at a weighted average price of $0.3906 per share, leaving the group with a reported 1.7% beneficial stake.

Insights

Large venture holder reports sizable open‑market sales and a reduced 1.7% position.

Affiliates of New Enterprise Associates, through Growth Equity Opportunities 18 VGE, LLC and related entities, disclosed that GEO sold 17,093,034 Gossamer Bio shares in open‑market transactions on February 23, 2026. The weighted average sale price was $0.3906 per share, with a broad intraday range.

Following these sales, the group reports beneficial ownership of 4,065,134 shares, including 3,065,134 underlying GEO warrants, representing 1.7% of the company’s common stock based on 234,521,381 shares. All voting and dispositive power is characterized as shared among GEO, several NEA funds, and multiple managers, who each disclaim ownership beyond shares held of record.

For investors, this filing highlights that a major growth‑equity sponsor has executed substantial open‑market sales and now holds a relatively small single‑digit percentage stake. Future company filings and ownership reports may further clarify any additional changes in this holder’s position.






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






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


Growth Equity Opportunities 18 VGE, LLC
Signature:/s/ Zachary Bambach
Name/Title:Zachary Bambach as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer
Date:02/24/2026
Signature:/s/ Zachary Bambach
Name/Title:Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:02/24/2026
NEA 18 Venture Growth Equity, L.P.
Signature:/s/ Zachary Bambach
Name/Title:Zachary Bambach as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer
Date:02/24/2026
Signature:/s/ Zachary Bambach
Name/Title:Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:02/24/2026
NEA Partners 18 VGE, L.P.
Signature:/s/ Zachary Bambach
Name/Title:Zachary Bambach as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer
Date:02/24/2026
Signature:/s/ Zachary Bambach
Name/Title:Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:02/24/2026
NEA 18 VGE GP, LLC
Signature:/s/ Zachary Bambach
Name/Title:Zachary Bambach as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer
Date:02/24/2026
Signature:/s/ Zachary Bambach
Name/Title:Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:02/24/2026
Ali Behbahani
Signature:/s/ Zachary Bambach
Name/Title:Zachary Bambach as attorney-in-fact for Ali Behbahani
Date:02/24/2026
Carmen Chang
Signature:/s/ Zachary Bambach
Name/Title:Zachary Bambach as attorney-in-fact for Carmen Chang
Date:02/24/2026
Anthony A. Florence, Jr.
Signature:/s/ Zachary Bambach
Name/Title:Zachary Bambach as attorney-in-fact for Anthony A. Florence, Jr.
Date:02/24/2026
Mohamad H. Makhzoumi
Signature:/s/ Zachary Bambach
Name/Title:Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi
Date:02/24/2026
Edward T. Mathers
Signature:/s/ Zachary Bambach
Name/Title:Zachary Bambach as attorney-in-fact for Edward T. Mathers
Date:02/24/2026
Scott D. Sandell
Signature:/s/ Zachary Bambach
Name/Title:Zachary Bambach as attorney-in-fact for Scott D. Sandell
Date:02/24/2026
Paul Walker
Signature:/s/ Zachary Bambach
Name/Title:Zachary Bambach as attorney-in-fact for Paul Walker
Date:02/24/2026
Rick Yang
Signature:/s/ Zachary Bambach
Name/Title:Zachary Bambach as attorney-in-fact for Rick Yang
Date:02/24/2026
Comments accompanying signature:
This Amendment No. 1 to Schedule 13D was executed by Zachary Bambach on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

FAQ

What does the NEA Schedule 13D/A filing say about Gossamer Bio (GOSS) ownership?

The filing shows NEA‑affiliated entities collectively beneficially own 4,065,134 Gossamer Bio common shares, including 3,065,134 underlying GEO warrants, representing 1.7% of outstanding stock based on 234,521,381 shares.

How many Gossamer Bio (GOSS) shares did GEO sell on February 23, 2026?

Growth Equity Opportunities 18 VGE, LLC sold 17,093,034 Gossamer Bio common shares in open‑market public transactions on February 23, 2026 as part of a series of sales disclosed in the Schedule 13D/A amendment.

At what prices were the Gossamer Bio (GOSS) shares sold by GEO?

GEO’s February 23, 2026 open‑market sales had a weighted average price of $0.3906 per Gossamer Bio share, with individual trade prices ranging between $0.3320 and $0.6363 per share during the transactions.

What Gossamer Bio (GOSS) holdings does GEO report after the sales?

As of February 23, 2026, GEO is the record owner of 1,000,000 Gossamer Bio common shares and may be deemed to beneficially hold 3,065,134 additional shares underlying GEO warrants, collectively termed the GEO Shares.

How was the 1.7% ownership in Gossamer Bio (GOSS) calculated in the 13D/A?

The 1.7% figure is based on 234,521,381 Gossamer Bio common shares, comprising 231,456,247 shares reported outstanding as of October 31, 2025 plus the shares underlying the GEO warrants included in the reporting group’s beneficial ownership.

Who are the reporting persons in the Gossamer Bio (GOSS) Schedule 13D/A amendment?

Reporting persons include GEO, NEA 18 Venture Growth Equity, NEA Partners 18 VGE, NEA 18 VGE GP, LLC, and individual managers such as Ali Behbahani, Carmen Chang, Anthony A. Florence Jr., Mohamad H. Makhzoumi, Edward T. Mathers, Scott D. Sandell, Paul Walker, and Rick Yang.

Do the NEA reporting persons claim full beneficial ownership of all Gossamer Bio (GOSS) shares?

No. The Schedule 13D/A states that each reporting person may be deemed to beneficially own the GEO Shares but disclaims beneficial ownership of any Gossamer Bio shares other than those that person owns of record.
Gossamer Bio

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Biotechnology
Pharmaceutical Preparations
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United States
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