D. E. Shaw group reports 7.1% stake in Gossamer Bio (GOSS)

Rhea-AI Filing Summary

D. E. Shaw-affiliated investment entities updated their ownership disclosure for Gossamer Bio, Inc. common stock. According to the company’s June 9, 2026 proxy statement, there were 488,846,722 Common Shares outstanding as of June 5, 2026.

D. E. Shaw Valence Portfolios, L.L.C. beneficially owns 32,642,631 Common Shares, or 6.7% of the class. Together with D. E. Shaw Cogence Portfolios, L.L.C. (1,706,327 shares) and funds under the management of D. E. Shaw Investment Management, L.L.C. (260,607 shares), affiliated entities may be deemed to share power over 34,609,565 shares, representing 7.1% of Gossamer Bio.

DESCO L.P., DESCO L.L.C., DESCO Inc., DESCO II, Inc., and David E. Shaw may be deemed to share voting and dispositive power over these shares through advisory and management roles, but each disclaims beneficial ownership. Exhibits reference a Transaction Support Agreement, a Voting Agreement, an indenture for Senior Secured First Lien Convertible Notes due 2030, and a Purchase Warrant Agreement.

Key Figures

Common shares outstanding: 488,846,722 shares Valence beneficial ownership: 32,642,631 shares (6.7%) Cogence beneficial ownership: 1,706,327 shares (0.3%) +2 more

5 metrics

Common shares outstanding 488,846,722 shares Issued and outstanding as of June 5, 2026, per the June 9, 2026 proxy statement

Valence beneficial ownership 32,642,631 shares (6.7%) Common Shares beneficially owned by D. E. Shaw Valence Portfolios, L.L.C.

Cogence beneficial ownership 1,706,327 shares (0.3%) Common Shares beneficially owned by D. E. Shaw Cogence Portfolios, L.L.C.

DESIM-managed shares 260,607 shares (0.1%) Common Shares under the management of D. E. Shaw Investment Management, L.L.C.

Affiliated aggregate stake 34,609,565 shares (7.1%) Common Shares over which DESCO L.P. and David E. Shaw may be deemed to share voting and dispositive power

Key Terms

beneficial ownership, shared dispositive power, Transaction Support Agreement, Senior Secured First Lien Convertible Notes, +1 more

5 terms

beneficial ownership regulatory

"Dr. Shaw may be deemed to be the beneficial owner of such Common Shares."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

shared dispositive power regulatory

"may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose"

Transaction Support Agreement financial

"Exhibit 99.5 - Transaction Support Agreement with the Issuer, dated May 18, 2026"

A transaction support agreement is a contract among the parties involved in a pending deal that spells out who must do what, who bears which risks, and how any problems discovered before or after closing will be handled. Think of it as a moving checklist and shared rulebook that helps the deal finish smoothly. Investors care because its terms affect the likelihood and timing of closing, potential costs or liabilities after the deal, and the value or dilution of their holdings.

Senior Secured First Lien Convertible Notes financial

"Indenture governing Senior Secured First Lien Convertible Notes due 2030"

Purchase Warrant Agreement financial

"Exhibit 99.8 - Purchase Warrant Agreement, dated June 4, 2026"

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Available on EDGAR 07/24/2026 - 09:15 PM Accepted by SEC EDGAR 07/24/2026 - 09:14 PM Learn about SEC filing dates

FAQ

What stake in Gossamer Bio (GOSS) is associated with D. E. Shaw?

Entities affiliated with D. E. Shaw may be deemed to share power over 34,609,565 Gossamer Bio common shares, representing 7.1% of outstanding stock. This aggregate includes holdings of Valence, Cogence, and funds managed by D. E. Shaw Investment Management, L.L.C.

How many Gossamer Bio (GOSS) shares does D. E. Shaw Valence Portfolios, L.L.C. own?

D. E. Shaw Valence Portfolios, L.L.C. beneficially owns 32,642,631 Gossamer Bio common shares, equal to 6.7% of shares outstanding. Valence has the power to vote or direct the vote of, and to dispose or direct the disposition of, these shares.

What Gossamer Bio (GOSS) share count underlies the reported ownership percentages?

The reported ownership percentages are based on 488,846,722 Gossamer Bio common shares issued and outstanding as of June 5, 2026. This reference share count comes from the company’s definitive proxy statement filed on June 9, 2026.

Which D. E. Shaw entities are involved in managing Gossamer Bio (GOSS) holdings?

Common Shares are held by Valence, Cogence, and funds under DESIM. DESCO L.P. acts as investment adviser, DESCO L.L.C. as manager, and DESCO Inc. and DESCO II, Inc. as general partner and managing member. David E. Shaw may be deemed to share power but disclaims ownership.

What key agreements related to Gossamer Bio (GOSS) are referenced in the exhibits?

Exhibits list a Transaction Support Agreement and a form of Voting Agreement dated May 18, 2026, plus an indenture for Senior Secured First Lien Convertible Notes due 2030 and a Purchase Warrant Agreement dated June 4, 2026, each incorporated by reference.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Gossamer Bio, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

38341P102

(CUSIP Number)

D. E. Shaw & Co., L.P.
Legal & Compliance, Two Manhattan West, 375 Ninth Ave., 52nd Floor,
New York, NY, 10001
212-478-0000

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

07/22/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 38341P102

1

Name of reporting person

D. E. Shaw Valence Portfolios, L.L.C.

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)

WC

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 32,642,631.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 32,642,631.00

11

Aggregate amount beneficially owned by each reporting person

32,642,631.00

12

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

13

Percent of class represented by amount in Row (11)

6.7 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 38341P102

1

Name of reporting person

D. E. Shaw & Co., L.L.C.

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 34,348,958.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 34,348,958.00

11

Aggregate amount beneficially owned by each reporting person

34,348,958.00

12

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

13

Percent of class represented by amount in Row (11)

7.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 38341P102

1

Name of reporting person

D. E. Shaw & Co., 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 34,609,565.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 34,609,565.00

11

Aggregate amount beneficially owned by each reporting person

34,609,565.00

12

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

13

Percent of class represented by amount in Row (11)

7.1 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP Number(s): 38341P102

1

Name of reporting person

David E. Shaw

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 34,609,565.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 34,609,565.00

11

Aggregate amount beneficially owned by each reporting person

34,609,565.00

12

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

13

Percent of class represented by amount in Row (11)

7.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value per share
(b)	Name of Issuer: Gossamer Bio, Inc.
(c)	Address of Issuer's Principal Executive Offices: 3115 Merryfield Row, Suite 120, San Diego, CALIFORNIA , 92121.
Item 1 Comment: Introductory Note: This Amendment No. 2 to Schedule 13D ("Amendment No. 2") is filed by and on behalf of each of the Reporting Persons to amend and supplement the Schedule 13D related to the Common Shares of the Issuer previously filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on June 11, 2026, as amended and supplemented by Amendment No. 1 to Schedule 13D filed on July 1, 2026 (as amended, the "Schedule 13D"). Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as provided herein, each Item of the Schedule 13D remains unchanged.
Item 2.	Identity and Background
(c)	Item 2(c) of the Schedule 13D is hereby amended and restated as follows: The principal business of Valence is that of a limited liability company focusing primarily on equity and equity-linked securities-related investment strategies. Valence has no executive officers or directors. The principal business of DESCO LLC is to act as manager to certain entities, including, without limitation, Valence and D. E. Shaw Cogence Portfolios, L.L.C. ("Cogence"), each of which have beneficial ownership of the shares of Common Stock, $0.0001 par value per share (the "Common Shares") of Gossamer Bio, Inc. (the "Issuer") (as further described in Item 5 herein). The principal business of DESCO LP is to act as an investment adviser to certain funds, including, without limitation, Valence, Cogence, and certain funds under the management of D. E. Shaw Investment Management, L.L.C. ("DESIM"), each of which have beneficial ownership of the Issuer's Common Shares (as further described in Item 5 herein). D. E. Shaw & Co. II, Inc., a Delaware corporation ("DESCO II, Inc."), is the managing member of DESCO LLC. D. E. Shaw & Co., Inc., a Delaware corporation ("DESCO Inc."), is the general partner of DESCO LP. Dr. Shaw is the President and sole shareholder of each of DESCO II, Inc. and DESCO Inc.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended and restated as follows: (a) - (b) Based upon the Issuer's definitive proxy statement, filed with the SEC on June 9, 2026, there were 488,846,722 Common Shares issued and outstanding as of June 5, 2026. Common Shares are beneficially owned by Valence, Cogence, and certain funds under the management of DESIM. Each of Valence, Cogence, and DESIM is a Delaware limited liability company and has its business address and principal office at Two Manhattan West, 375 Ninth Avenue, 52nd Floor, New York, NY 10001. The 32,642,631 Common Shares beneficially owned by Valence (the "Valence Shares") represent approximately 6.7% of the outstanding Common Shares. The 1,706,327 Common Shares beneficially owned by Cogence (the "Cogence Shares") represent approximately 0.3% of the outstanding Common Shares. The 260,607 Common Shares under the management of DESIM (the "DESIM Shares"), represent approximately 0.1% of the outstanding Common Shares. Valence has the power to vote or direct the vote of (and the power to dispose or direct the disposition of) the Valence Shares. Cogence has the power to vote or direct the vote of (and the power to dispose or direct the disposition of) the Cogence Shares. DESIM has the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the DESIM Shares. DESCO LP, as the investment adviser of Valence, Cogence, and as the managing member of DESIM, may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 34,609,565 Common Shares. DESCO LLC, as the manager of Valence and Cogence, may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 34,348,958 Common Shares. As general partner of DESCO LP, DESCO Inc. may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of 34,609,565 Common Shares. As managing member of DESCO LLC, DESCO II, Inc. may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 34,348,958 Common Shares. None of DESCO LP, DESCO LLC, DESCO Inc., or DESCO II, Inc., owns any Common Shares directly, and each such entity disclaims beneficial ownership of any Common Shares. Dr. Shaw does not own any Common Shares directly. By virtue of Dr. Shaw's position as President and sole shareholder of DESCO Inc., which is the general partner of DESCO LP, which in turn is the investment adviser of Valence, Cogence, and as the managing member of DESIM, and by virtue of Dr. Shaw's position as President and sole shareholder of DESCO II, Inc., which is the managing member of DESCO LLC, which in turn is the manager of Valence and Cogence, Dr. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 34,609,565 Common Shares as described above constituting 7.1% of the outstanding Common Shares, and, therefore, Dr. Shaw may be deemed to be the beneficial owner of such Common Shares. David E. Shaw disclaims beneficial ownership of any Common Shares.
(b)	Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows: See Item 5(a) of Amendment No. 2 to the Schedule 13D.
(c)	Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: Schedule I to Amendment No. 2, which is incorporated by reference into this Item 5(c) as if restated in full herein, describes all of the transactions in Common Shares by the Reporting Persons and/or any affiliates of the Reporting Persons since Amendment No. 1.
(d)	Item 5(d) of the Schedule 13D is hereby amended and supplemented as follows: To the best of the Reporting Persons' knowledge, no person other than the Reporting Persons or their affiliates has the right to receive or power to direct the receipt of dividends from, or proceeds from the sale of, the 34,609,565 Common Shares, except for such rights and powers as the corresponding investors in Valence, Cogence, and funds under the management of DESIM shall possess.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 99.1 - Schedule I (Transactions in the Securities of the Issuer Since Amendment No. 1) Exhibit 99.2 - Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated August 1, 2024. Exhibit 99.3 - Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co. II, Inc., in favor of the signatories hereto, among others, dated August 1, 2024. Exhibit 99.4 - Joint Filing Agreement, by and among the Reporting Persons, dated July 24, 2026. Exhibit 99.5 - Transaction Support Agreement with the Issuer, dated May 18, 2026, incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer on May 18, 2026. (https://www.sec.gov/Archives/edgar/data/1728117/000172811726000036/goss-20260518xexx101xtsa.htm) Exhibit 99.6 - Form of Voting Agreement, dated May 18, 2026, incorporated by reference herein to Exhibit 10.2 to the Form 8-K filed by the issuer on May 18, 2026. (https://www.sec.gov/Archives/edgar/data/1728117/000172811726000036/goss-20260518xexx102xformo.htm) Exhibit 99.7 - Indenture governing Senior Secured First Lien Convertible Notes due 2030, incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer on June 5, 2026. (https://www.sec.gov/Archives/edgar/data/1728117/000172811726000045/goss-20260604xexx101inde.htm) Exhibit 99.8 - Purchase Warrant Agreement, dated June 4, 2026, incorporated by reference herein to Exhibit 10.3 to the Form 8-K filed by the issuer on June 5, 2026. (https://www.sec.gov/Archives/edgar/data/1728117/000172811726000045/goss-20260604xexx103warr.htm)

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.

D. E. Shaw Valence Portfolios, L.L.C.

Signature:	/s/ Daniel R. Marcus
Name/Title:	Daniel R. Marcus / Authorized Signatory
Date:	07/24/2026

D. E. Shaw & Co., L.L.C.

Signature:	/s/ Daniel R. Marcus
Name/Title:	Daniel R. Marcus / Authorized Signatory
Date:	07/24/2026

D. E. Shaw & Co., L.P.

Signature:	/s/ Daniel R. Marcus
Name/Title:	Daniel R. Marcus / Chief Compliance Officer
Date:	07/24/2026

David E. Shaw

Signature:	/s/ Daniel R. Marcus
Name/Title:	Daniel R. Marcus / Attorney-in-Fact for David E. Shaw
Date:	07/24/2026