Fresenius to sell 5M Humacyte (HUMA) shares under Rule 10b5-1 plan

Rhea-AI Filing Summary

Fresenius Medical Care Holdings, Inc. and Fresenius Medical Care AG report beneficial ownership of 18,312,735 shares of Humacyte, Inc. common stock, representing 6.8% of the outstanding class, all held with shared voting and dispositive power.

As part of FME AG’s FME Reignite strategy, the companies have decided to reduce their Humacyte stake. On July 10, 2026 FMCH entered into a Rule 10b5-1 trading plan with Citigroup Global Markets Inc. to use reasonable best efforts to sell up to 5,000,000 Humacyte shares between the end of the mandatory 30-day cooling-off period and October 31, 2026, subject to volume and other limits. Completion of these sales would lower their beneficial ownership below 5%, after which further sales would no longer be reportable under Section 13(d). FMCH has also instructed its Humacyte board observer to stop attending meetings and receiving confidential materials.

Filing Explained

A major holder has established a plan targeting 5,000,000 existing shares, potentially taking its stake below 5%; no issuer dilution is disclosed.

The July 13, 2026 Schedule 13D/A reports that Fresenius Medical Care Holdings and Fresenius Medical Care AG established a Rule 10b5-1 plan on July 10, 2026 targeting the sale of 5,000,000 existing Humacyte common shares. The plan is established but not yet in its sales period: sales are to begin after the required 30-day cooling-off period and end on October 31, 2026, unless the plan ends earlier.

If the plan's 5,000,000 shares are sold, the filing states that the reporting persons' beneficial ownership would be below 5%; they currently report 18,312,735 shares, or 6.8%. Subsequent sales after completion of the plan would no longer be subject to Section 13(d) reporting. Because the disclosed transaction is a sale of shares held by the reporting persons, not an issuance by Humacyte, this filing does not disclose dilution of existing common holders. A Rule 10b5-1 plan is an advance written trading plan that operates under a schedule or formula; the filing identifies its adoption date rather than reasons for individual trades.

FMCH also instructed its board observer to stop attending board meetings and decline access to board materials and other confidential information. The filing says the plan is subject to volume limits and other parameters, while any additional sales after the plan will depend on conditions including Humacyte's business and financial condition, the stock price, and market conditions.

Key Figures

Beneficial ownership: 18,312,735 shares Ownership percentage: 6.8 % Shared voting power: 18,312,735.00 shares +5 more

8 metrics

Beneficial ownership 18,312,735 shares Humacyte common shares beneficially owned by Fresenius Medical Care entities

Ownership percentage 6.8 % Percent of Humacyte common stock class represented by 18,312,735 shares

Shared voting power 18,312,735.00 shares Shares with shared voting power reported by each Fresenius reporting person

Shared dispositive power 18,312,735.00 shares Shares with shared dispositive power reported by each Fresenius reporting person

Planned sale size 5,000,000 shares Maximum Humacyte shares to be sold under the Rule 10b5-1 trading plan

Plan start reference date July 10, 2026 Date FMCH entered into the Rule 10b5-1 sales plan with Citigroup Global Markets Inc.

Plan sales period end October 31, 2026 Scheduled end of the Rule 10b5-1 plan sales period, subject to earlier termination

Reporting threshold 5 % Beneficial ownership level below which future Humacyte sales are not reportable under Section 13(d)

Key Terms

Schedule 13D, Rule 10b5-1, beneficial ownership, cooling-off period, +1 more

5 terms

Schedule 13D regulatory

"any sales of the Common Stock after completion of sales pursuant to the Plan will not be subject to reporting under Section 13(d)"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Rule 10b5-1 regulatory

"FMCH established a trading plan pursuant to Rule 10b5-1 , as amended (the "Plan")"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

beneficial ownership financial

"have determined to reduce their beneficial ownership of the Issuers' securities"

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.

cooling-off period regulatory

"commencing upon expiration of the 30-day cooling-off period following the date of the Plan"

A cooling-off period is a temporary pause around a planned securities offering or major corporate action during which the company, underwriters and insiders limit promotional statements and certain transactions so investors can review official documents and regulators can assess disclosures. It matters to investors because it reduces the risk of decisions driven by hype, gives time to read the prospectus and legal filings, and helps ensure a fairer, more orderly market — like a mandatory waiting period before a big sale so buyers can compare facts calmly.

Distribution Agreement financial

"The Distribution Agreement between the Issuer and FMCH, as amended to date, remains in effect"

A distribution agreement is a contract that lets one party sell, market or deliver another party’s products or services in specified places or channels, and spells out who handles pricing, inventory, delivery, payments and how long the arrangement lasts. For investors it matters because these deals determine how widely a product can reach customers, how quickly revenue can grow, what profit margin the company keeps, and what legal or operational risks the business assumes—think of it like a store deciding which wholesaler will stock and promote a product.

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

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Available on EDGAR 07/13/2026 - 04:25 PM Accepted by SEC EDGAR 07/13/2026 - 04:25 PM Learn about SEC filing dates

FAQ

What percentage of Humacyte (HUMA) does Fresenius currently beneficially own?

Fresenius Medical Care entities beneficially own 18,312,735 Humacyte common shares, representing 6.8% of the outstanding class. All of these shares are reported with shared voting and shared dispositive power between Fresenius Medical Care Holdings, Inc. and Fresenius Medical Care AG.

How many Humacyte (HUMA) shares may be sold under Fresenius’s new Rule 10b5-1 plan?

Under the Rule 10b5-1 trading plan, Citigroup Global Markets Inc. will use reasonable best efforts to sell up to 5,000,000 Humacyte common shares. The sales can occur after a 30-day cooling-off period and continue through October 31, 2026, subject to plan limits.

How will the planned sales change Fresenius’s reporting status in Humacyte (HUMA)?

If all 5,000,000 planned Humacyte share sales are completed, Fresenius’s beneficial ownership will fall below 5%. After dropping below this threshold, any additional Humacyte share sales would no longer require reporting under Section 13(d) and Regulation 13D-G.

Why is Fresenius reducing its Humacyte (HUMA) stake?

Fresenius is reducing its Humacyte holdings as part of FME AG’s FME Reignite strategy, which focuses on value creation through three elements: reigniting the core, reigniting growth and innovation, and reigniting culture, as described in FME AG’s public investor communications.

What governance change did Fresenius make regarding Humacyte (HUMA)?

In connection with the planned sales, Fresenius Medical Care Holdings instructed its observer on Humacyte’s board to stop attending board meetings and to decline access to board materials and other confidential information relating to Humacyte.

Does the Distribution Agreement between Humacyte (HUMA) and Fresenius remain in place?

Yes. The disclosure states that the Distribution Agreement between Humacyte and Fresenius Medical Care Holdings, Inc., as amended, remains in effect while Fresenius pursues its strategy to reduce beneficial ownership of Humacyte securities.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

HUMACYTE, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

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)

07/10/2026

(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): 020751103

1

Name of reporting person

Fresenius Medical Care Holdings, Inc.

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

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 18,312,735.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,312,735.00

11

Aggregate amount beneficially owned by each reporting person

18,312,735.00

12

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

13

Percent of class represented by amount in Row (11)

6.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 020751103

1

Name of reporting person

Fresenius Medical Care AG

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

GERMANY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 18,312,735.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,312,735.00

11

Aggregate amount beneficially owned by each reporting person

18,312,735.00

12

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

13

Percent of class represented by amount in Row (11)

6.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: HUMACYTE, INC.
(c)	Address of Issuer's Principal Executive Offices: 2525 East North Carolina Highway 54, Durham, NORTH CAROLINA , 27713.
Item 1 Comment: This Amendment No. 10 amends certain information contained in the Schedule 13D originally filed by Fresenius Medical Care Holdings, Inc., a New York Corporation ("FMCH") and Fresenius Medical Care AG a German stock corporation formerly called Fresenius Medical Care AG & Co. KGaA ("FME AG") on September 2, 2021, as previously amended by Amendment No. 1 filed December 1, 2023, Amendment No. 2 filed March 7, 2024, Amendment No 3 filed November 18, 2024, Amendment No 4 filed May 22, 2025, Amendment No 5 filed solely by FME AG on October 16 2025, Amendment No. 6 filed by FME AG and FMCH on January 9, 2026, Amendment No. 7 filed March 24, 2026, Amendment No 8 filed Apil 27, 2026 and Amendment No 9 filed June 15, 2026 (as so amended, the "Schedule 13D"), with respect to the common stock, par value $0.0001 per share (the "Common Stock") of Humacyte, Inc., a Delaware corporation, formerly known as Alpha Healthcare Acquisition Corp. (the "Issuer" or "Humacyte"). Capitalized terms not otherwise defined herein have the meanings set forth in the Schedule 13D. Except as provided herein, this Amendment No. 10 does not modify any of the information previously reported on the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended by the addition of the following information: Consistent with FME AG's FME Reignite strategy implementation and the strategic focus previously outlined to investors, FME AG and FMCH have determined to reduce their beneficial ownership of the Issuers' securities. FME Reignite centers on value creation, based on three strategic elements: Reignite the core, Reignite growth and innovation and Reignite culture. Additional information about the FME AG Reignite strategy can be found in FME AG's public filings and its investor communications. The Distribution Agreement between the Issuer and FMCH, as amended to date, remains in effect. To actualize this determination, on July 10, 2026, FMCH established a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "Plan"), with Citigroup Global Markets Inc. ("CGMI"). Pursuant to the Plan, CGMI has agreed to use its reasonable best efforts to sell 5,000,000 shares of the Issuer's Common Stock during the Plan sales period commencing upon expiration of the 30-day cooling-off period following the date of the Plan, as required by Rule 10b5-1(c), and ending on October 31, 2026 in accordance with the terms and conditions of the Plan, or earlier if the Plan is terminated in accordance with its terms. The sale of shares of Common Stock under the Plan is subject to certain volume limitations and other transaction parameters included in the Plan. The number of shares of Common Stock to be sold under the Plan is subject to adjustment to account for any stock split, reverse stock split, stock dividend, or other like distribution or adjustment affecting the Common Stock or any change in the Issuer's capitalization. While FME AG and FMCH expect to continue to sell Common Stock following the completion of sales pursuant to the Plan, the timing and amount of any such additional sales will depend on a number of factors, including consideration of the business, operations, and financial condition of the Issuer, the market price of the Common Stock, conditions in the securities markets, and general economic and industry conditions. In connection with its consideration of such factors and in preparation for establishment of the Plan, FMCH instructed its observer on the Issuer's board to discontinue attending board meetings and to decline access to materials that the Issuer furnishes to its directors and any other confidential information relating to the Issuer. The sale of all shares of Common Stock covered by the Plan will reduce FMCH's and FME AG's beneficial ownership below 5% of the Issuer's Common Stock, and any sales of the Common Stock after completion of sales pursuant to the Plan will not be subject to reporting under Section 13(d) of the Securities Exchange Act and Regulation 13D-G thereunder. The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by the terms and conditions of such Amendment, which is an exhibit to this Schedule 13D Amendment No. 10).
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The description of the Plan set forth in Item 4 (including the caveat referring to the entire copy of the Plan filed as an exhibit to this Amendment No. 10) is hereby incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.8. Rule 10b5-1 Sales Plan dated July 10, 2026 between Fresenius Medical Care Holdings, Inc. and Citigroup Global Markets Inc.

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.

Fresenius Medical Care Holdings, Inc.

Signature:	/s/ Mollie Miller
Name/Title:	Mollie Miller, VP and Asst. Treasurer
Date:	07/13/2026

Fresenius Medical Care AG

Signature:	/s/ ppa Angela Koelbl
Name/Title:	Dr. Angela Koelbl, Registered Manager (Prokurist)
Date:	07/13/2026

Signature:	/s/ ppa Christof Koester
Name/Title:	Christof Koester (Registered Manager (Prokurist)
Date:	07/13/2026