Form 4: Valor IV Pharma disposes 6.6M Harmony (HRMY) shares via in-kind distribution

Rhea-AI Filing Summary

Harmony Biosciences (HRMY) Form 4: Valor IV Pharma Holdings, LLC reported an in-kind pro rata distribution on 08/28/2025 that disposed of 6,618,033 shares of Harmony common stock without consideration, leaving 0 shares directly owned by Valor IV Pharma Holdings following that transaction. The filing lists remaining indirect holdings across related Valor entities and individuals totaling specific lots of 29,497, 437,619, 50,423, 38,275 and 23,714 shares, held by Valor Management L.P., Antonio Gracias, AJG Growth Fund LLC, Juan Sabater and Tamal, LLC, respectively. The distribution is described in footnotes as an in-kind pro rata distribution by Valor IV Pharma Holdings, LLC, without consideration. The filing is signed by Valor principals and by directors Antonio Gracias and Juan A. Sabater on 09/02/2025.

Positive

• Transaction explicitly documented as an in-kind pro rata distribution, clarifying the nature of the ownership change
• Related-party holdings disclosed with specific share amounts and entity attribution for transparency

Negative

• Large disposition of 6,618,033 shares by Valor IV Pharma Holdings, LLC on 08/28/2025 (in-kind distribution) reducing its direct stake to 0 shares
• Concentration of ownership within affiliated entities and directors could complicate perceptions of independence, although disclaimers are included

Insights

Financial Analyst

TL;DR: A large in-kind distribution removed 6,618,033 shares from direct ownership, while modest indirect holdings remain with related parties.

The transaction on 08/28/2025 is reported as a pro rata in-kind distribution by Valor IV Pharma Holdings, LLC disposing of 6,618,033 shares, leaving zero direct ownership recorded for that entity. The Form 4 also discloses several specific indirect holdings by related entities and two directors, with each lot identified and allocated in footnotes. From an analytic standpoint, this filing documents a structural ownership change within the Valor group rather than an open-market sale; the record is explicit about the distribution being ‘‘without consideration.’u2019

Corporate Governance Expert

TL;DR: Ownership was reallocated within affiliated entities and two directors appear to share beneficial ownership links but disclaim direct ownership.

The filing outlines the internal ownership chain among Valor entities and notes that Antonio Gracias and Juan A. Sabater may be deemed to share beneficial ownership of shares held by Valor IV Pharma Holdings, LLC by virtue of their roles, but both disclaim beneficial ownership of those shares. Signatures from Valor entities and the two directors formalize the disclosure. The document clarifies control and reporting lines, which is useful for governance transparency.

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

OMB Number:			3235-0287
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hours per response:			0.5

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^*

Valor IV Pharma Holdings, LLC

(Last) (First) (Middle)

320 N. SANGAMON

SUITE 1200

(Street)

CHICAGO IL 60607

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Harmony Biosciences Holdings, Inc. [ HRMY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

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	08/28/2025		J(1)		6,618,033	D	(1)	0	D
Common Stock								29,497(2)	I	See Footnote(3)
Common Stock								437,619(2)	I	See Footnote(4)
Common Stock								50,423(2)	I	See Footnote(5)
Common Stock								38,275(2)	I	See Footnote(6)
Common Stock								23,714(2)	I	See Footnote(7)

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

1. Name and Address of Reporting Person^*

Valor IV Pharma Holdings, LLC

(Last) (First) (Middle)

320 N. SANGAMON

SUITE 1200

(Street)

CHICAGO IL 60607

(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^*

Valor Management L.P.

(Last) (First) (Middle)

320 N. SANGAMON

SUITE 1200

(Street)

CHICAGO IL 60611

(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^*

Valor Equity Capital IV LLC

(Last) (First) (Middle)

320 N. SANGAMON

SUITE 1200

(Street)

CHICAGO IL 60611

(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^*

Valor Equity Associates IV L.P.

(Last) (First) (Middle)

320 N. SANGAMON

SUITE 1200

(Street)

CHICAGO IL 60611

(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^*

VALOR EQUITY PARTNERS IV L.P.

(Last) (First) (Middle)

320 N. SANGAMON

SUITE 1200

(Street)

CHICAGO IL 60611

(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^*

VALOR EQUITY PARTNERS IV-A L.P.

(Last) (First) (Middle)

320 N. SANGAMON

SUITE 1200

(Street)

CHICAGO IL 60611

(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^*

VALOR EQUITY PARTNERS IV-B L.P.

(Last) (First) (Middle)

320 N. SANGAMON

SUITE 1200

(Street)

CHICAGO IL 60611

(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^*

Gracias Antonio J.

(Last) (First) (Middle)

C/O HARMONY BIOSCIENCES HOLDINGS, INC.

630 W GERMANTOWN PIKE, SUITE 215

(Street)

PLYMOUTH MEETING PA 19462

(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^*

Sabater Juan A.

(Last) (First) (Middle)

630 W. GERMANTOWN PIKE

SUITE 215

(Street)

PLYMOUTH MEETING PA 19462

(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. In-kind pro rata distribution by Valor IV Pharma Holdings, LLC, without consideration.

2. Shares received in distribution described in footnote 1.

3. Held by Valor Management L.P.

4. Held by Antonio Gracias.

5. Held by AJG Growth Fund LLC, an entity controlled by Mr. Gracias.

6. Held by Juan Sabater.

7. Held by Tamal, LLC, an entity controlled by Mr. Sabater.

Remarks:

Valor Funds Group LLC is the general partner of Valor Management L.P., which is the managing member of Valor Equity Capital IV LLC, which is the general partner of Valor Equity Associates IV L.P., which, in turn, is the general partner of limited partnerships (Valor Equity Partners IV L.P, Valor Equity Partners IV-A L.P. and Valor Equity Partners IV-B L.P.) that are the members of Valor IV Pharma Holdings, LLC. Antonio Gracias and Juan Sabater, each of whom is a director of the Issuer, may each be deemed to share beneficial ownership over the shares of the Issuer held by Valor IV Pharma Holdings, LLC by virtue of their positions with the above Valor entities; however, each disclaims beneficial ownership of the shares held by Valor IV Pharma Holdings, LLC.

	Valor IV Pharma Holdings, LLC By: /s/ Antonio Gracias, Sole Manager	09/02/2025
	Valor Management L.P. By: /s/ Antonio Gracias, CEO	09/02/2025
	Valor Equity Capital IV LLC By: Valor Management L.P., its managing member By: /s/ Antonio Gracias, CEO	09/02/2025
	Valor Equity Associates IV L.P., By: Valor Equity Capital IV LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Antonio Gracias, CEO	09/02/2025
	Valor Equity Partners IV, L.P., By: Valor Equity Associates IV L.P., By: Valor Equity Capital IV LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Antonio Gracias, CEO	09/02/2025
	Valor Equity Partners IV-A, L.P., By: Valor Equity Associates IV L.P., By: Valor Equity Capital IV LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Antonio Gracias, CEO	09/02/2025
	Valor Equity Partners IV-B, L.P., By: Valor Equity Associates IV L.P., By: Valor Equity Capital IV LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Antonio Gracias, CEO	09/02/2025
	/s/ Antonio Gracias	09/02/2025
	/s/ Juan A. Sabater	09/02/2025
	** 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 did the Form 4 for HRMY report on 08/28/2025?

The filing reports an in-kind pro rata distribution on 08/28/2025 that disposed of 6,618,033 shares of Harmony common stock.

How many Harmony shares does Valor IV Pharma Holdings own directly after the transaction?

Following the reported transaction, Valor IV Pharma Holdings, LLC shows 0 shares directly owned.

Which related parties hold indirect Harmony shares and how many?

The filing lists indirect holdings of 29,497, 437,619, 50,423, 38,275 and 23,714 shares held by Valor Management L.P., Antonio Gracias, AJG Growth Fund LLC, Juan Sabater and Tamal, LLC, respectively.

Was consideration paid for the distributed shares?

No; the distribution is described in the filing as an in-kind pro rata distribution by Valor IV Pharma Holdings, LLC without consideration.

Who signed the Form 4 disclosure?

The filing is signed by Valor entities via Antonio Gracias (as manager/CEO) and by directors Antonio Gracias and Juan A. Sabater on 09/02/2025.