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Major Humacyte (HUMA) holder sells shares under 10b5‑1 plan

(High)
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Fresenius Medical Care Holdings, Inc. and its parent Fresenius Medical Care AG filed Amendment No. 11 updating their ownership in Humacyte, Inc. common stock. They report beneficial ownership of 13,603,235 shares, representing 4.9% of Humacyte’s outstanding voting shares, based on 277,798,105 shares outstanding as of August 10, 2026.

The filing details a series of open-market sales between August 10 and August 17, 2026 under a Rule 10b5‑1 trading plan with Citigroup Global Markets Inc., after which the reporting persons ceased to beneficially own more than five percent of Humacyte’s common stock. It also notes that Cassie McLean became President and CEO of FMCH and a Management Board member and CEO of FME AG’s Care Delivery segment effective August 1, 2026, succeeding Craig Cordola following his retirement.

Positive

  • None.

Negative

  • None.

Filing Explained

The remaining 13,603,235 shares are issued and outstanding; contingent shares are excluded and not presently beneficially owned.

A Schedule 13D/A updates a holder's reported ownership above 5% or related control information. This amendment states that FMCH and FME AG retain 13,603,235 Humacyte common shares, all issued and outstanding, while excluding additional contingent shares.

After the reported sales through August 17, 2026, the group held 4.9% of Humacyte's outstanding voting shares and ceased to beneficially own more than 5%. Because the transactions were sales of existing shares on Nasdaq, the disclosed consequence is a reduction in this holder group's ownership, not dilution from a new Humacyte issuance.

FMCH directly owns the remaining shares and has voting and dispositive power over them; FME AG indirectly owns FMCH and is deemed to beneficially own the shares. Reported sales included 1,300,000 shares on each of August 13, 2026 and August 14, 2026, for gross proceeds of $776,490.00 and $726,050.00, respectively.

The filing excludes additional shares that may be issued under the Business Combination Agreement and states that the reporting persons disclaim any present beneficial interest in them; their future issuance and ownership treatment remain unresolved in this filing.

Beneficial ownership 13,603,235 shares Humacyte common stock beneficially owned by FMCH as of Amendment No. 11
Ownership percentage 4.9% Portion of Humacyte’s outstanding voting shares represented by 13,603,235 shares
Shares outstanding 277,798,105 shares Humacyte shares outstanding as of August 10, 2026 from Form 10‑Q cover
Sale on August 10, 2026 197,500 shares at $0.7249 Weighted average sale price, total proceeds $143,167.75
Sale on August 13, 2026 1,300,000 shares at $0.5973 Weighted average sale price, total proceeds $776,490.00
Sale on August 17, 2026 1,012,000 shares at $0.5547 Weighted average sale price, total proceeds $541,104.83
Ceased >5% ownership date August 17, 2026 Date reporting persons ceased to beneficially own more than 5% of Humacyte
Rule 10b5-1 Plan adoption July 10, 2026 Date FMCH established Rule 10b5‑1 Plan with Citigroup Global Markets Inc.
beneficial owner financial
"FMCH is the beneficial owner of 13,603,235 shares of the Issuer's Common Stock"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Rule 10b5-1 Plan regulatory
"sales were made on the Nasdaq Stock Market LLC in accordance with the Rule 10b5-1 Plan"
A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.
dispositive power financial
"Shared Dispositive Power 13,603,235.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
Business Combination Agreement financial
"exclude any additional contingent shares of Common Stock that may be issued pursuant to the terms of the Business Combination Agreement"
A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.
Management Board other
"Ms. Cassie McLean assumed office as a member of the Management Board of FME AG"
The management board is the group of senior executives who run a company’s daily operations and carry out its strategy, like a ship’s captain and officers steering and managing the crew. Investors watch this team because their decisions on budgeting, hiring, product direction and risk control directly affect revenue, costs and long‑term value; strong, trustworthy managers can boost returns while weak or erratic leadership can reduce them.
contingent shares financial
"exclude any additional contingent shares of Common Stock that may be issued"

FAQ

What percentage of Humacyte (HUMA) shares do Fresenius entities currently report owning?

Fresenius Medical Care Holdings, Inc. reports beneficial ownership of 13,603,235 Humacyte shares, representing 4.9% of Humacyte’s outstanding voting shares. This percentage is calculated using 277,798,105 shares outstanding as of August 10, 2026, as disclosed in Humacyte’s Form 10‑Q.

When did Fresenius fall below 5% beneficial ownership of Humacyte (HUMA)?

The reporting persons state they ceased to beneficially own more than 5% of Humacyte’s common stock on August 17, 2026. This follows a series of sales of Humacyte shares executed between August 10 and August 17, 2026, all detailed in the filing.

What Humacyte (HUMA) share sales did Fresenius report in August 2026?

Fresenius reported selling 197,500, 220,000, 680,000, 1,300,000, 1,300,000, and 1,012,000 Humacyte shares on trading days from August 10–17, 2026. Weighted average sale prices ranged from $0.5547 to $0.7249 per share, with total proceeds disclosed for each day.

Were Fresenius’ Humacyte (HUMA) stock sales made under a Rule 10b5-1 plan?

Yes. The sales were executed on Nasdaq under a Rule 10b5‑1 Plan established by Fresenius Medical Care Holdings, Inc. with Citigroup Global Markets Inc. on July 10, 2026. CGMI acted as FMCH’s agent in carrying out the plan’s pre-arranged trades.

Who is the new FMCH and Care Delivery CEO mentioned in the Humacyte (HUMA) Schedule 13D/A?

Effective August 1, 2026, Cassie McLean became a member of FME AG’s Management Board, CEO of its global Care Delivery segment, and President and CEO of FMCH. She succeeds Craig Cordola, who retired from his positions effective July 31, 2026.

How many Humacyte (HUMA) shares does Fresenius directly own versus contingently?

Fresenius Medical Care Holdings, Inc. directly owns 13,603,235 issued and outstanding shares of Humacyte common stock. The filing notes that this excludes any additional contingent shares potentially issuable under a Business Combination Agreement, and the reporting persons disclaim present beneficial interest in those additional shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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020751103

(CUSIP Number)
Robert A. Grauman
145 West 86 Street,
New York, NY, 10024
646 202-2932


Thomas D. Brouillard
Fresenius Medical Care Holdings, Inc., 920 Winter Street
Waltham, MA, 02451-1547
781 699 9000


Christof Koester
Fresenius Medical Care AG, Else-Kroener Strasse 1
Bad Homburg, 2M, 61352
011 49 6172 609 0

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
08/14/2026

(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).




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SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


Fresenius Medical Care Holdings, Inc.
Signature:/s/ Mollie Miller
Name/Title:Mollie Miller, VP and Asst Treasurer
Date:08/18/2026
Fresenius Medical Care AG
Signature:/s/ ppa Angela Koelbl
Name/Title:Dr. Angela Koelbl, Registered, Manager (Prokurist)
Date:08/18/2026
Signature:/s/ ppa Christof Koester
Name/Title:Christof Koester (Registered Manager, (Prokurist)
Date:08/18/2026