Humacyte (HUMA) takes ex-U.S. Symvess control as Fresenius retains 8.4% stake

Rhea-AI Filing Summary

Humacyte, Inc. and Fresenius Medical Care have amended their 2018 distribution agreement for Symvess, an acellular tissue engineered vessel. Humacyte now has exclusive rights to distribute Symvess outside the U.S., while Fresenius Medical Care Holdings, Inc. will receive low-single-digit royalties on ex-U.S. net sales.

Existing terms for U.S. distribution remain unchanged. Fresenius Medical Care Holdings, Inc. and its parent, Fresenius Medical Care, report beneficial ownership of 18,312,735 shares of Humacyte common stock, representing 8.4% of the class, all with shared voting and dispositive power.

Insights

Healthcare partnerships analyst

Humacyte regains ex-U.S. Symvess rights, Fresenius shifts to royalty role.

The amendment gives Humacyte full ex-U.S. distribution control for Symvess, with Fresenius Medical Care Holdings, Inc. retaining economic exposure through low-single-digit royalties on net sales. U.S. commercialization terms remain as before.

This shift aligns with Fresenius Medical Care AG’s “Legacy Portfolio Optimization program,” suggesting a move away from direct ex-U.S. distribution toward a lighter, royalty-based structure. The filing also confirms Fresenius entities still beneficially own 18,312,735 Humacyte shares, or 8.4% of the common stock, maintaining a meaningful equity interest.

Key Figures

Beneficial ownership: 18,312,735 shares Ownership percentage: 8.4% Shared voting power: 18,312,735 shares +3 more

6 metrics

Beneficial ownership 18,312,735 shares Humacyte common stock beneficially owned by each Fresenius reporting person

Ownership percentage 8.4% Percent of Humacyte common stock class represented by 18,312,735 shares

Shared voting power 18,312,735 shares Shares with shared voting power for each reporting person

Shared dispositive power 18,312,735 shares Shares with shared dispositive power for each reporting person

Event date 04/24/2026 Date of event requiring the Schedule 13D amendment

Amendment to Distribution Agreement April 21, 2026 Date of Third Amendment to 2018 Distribution Agreement

Key Terms

Symvess(R) (acellular tissue engineered vessel), Distribution Agreement, low-single-digit royalties, Legacy Portfolio Optimization program, +2 more

6 terms

Symvess(R) (acellular tissue engineered vessel) medical

"Humacyte will have the exclusive rights to distribute Symvess(R) (acellular tissue engineered vessel) outside the U.S."

Distribution Agreement financial

"Third Amendment to the 2018 Distribution Agreement between FMCH and Humacyte."

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.

low-single-digit royalties financial

"FMCH will be entitled to low-single-digit royalties on net sales of Symvess(R) outside the U.S."

Legacy Portfolio Optimization program financial

"FMCH agreed to reversion of ex-U.S. distribution rights to Humacyte as part of FME AG's "Legacy Portfolio Optimization program,""

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 18,312,735.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared voting power financial

"Shared Voting Power 18,312,735.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 008)

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)

04/24/2026

(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)

8.4 %

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)

8.4 %

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. 8 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 ("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 and Amendment No. 7 filed March 24, 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. 8 does not modify any of the information previously reported on the Schedule 13D.
Item 4.	Purpose of Transaction
	The description of the Distribution Agreement in Item No. 4 of the Schedule 13D is hereby amended and superseded by the addition of the following information: On April 21, 2026, FMCH and Humacyte entered into a Third Amendment to the 2018 Distribution Agreement between FMCH and Humacyte. As amended, the distribution agreement now provides that Humacyte will have the exclusive rights to distribute Symvess(R) (acellular tissue engineered vessel) outside the U.S. and in the rest of the world, and FMCH will be entitled to low-single-digit royalties on net sales of Symvess(R) outside the U.S. Existing terms related to the U.S. remain unchanged. FMCH agreed to reversion of ex-U.S. distribution rights to Humacyte as part of FME AG's "Legacy Portfolio Optimization program," as described in FME AG's public filings. The foregoing description of the Third Amendment to the Distribution Agreements 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. 8).
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.7. Third Amendment dated April 21, 2026 to Distribution Agreement dated June 25, 2018 between Fresenius Medical Care Holdings, Inc. and Humacyte, Inc. (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Humacyte, Inc. on April 24, 2026)*. * The Issuer states in the Form 8-K that certain confidential information contained in this exhibit, market by brackets, has been omitted because the information (i) is not material and (ii) is the type of information the Issuer both customarily and actually treats as private or confidential.

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/ Bryan Mello
Name/Title:	Bryan Mello, Asst. Treasurer
Date:	04/24/2026

Fresenius Medical Care AG

Signature:	/s/ ppa Dr. Angela Koelbl
Name/Title:	Dr. Angela Koelbl, Registered Manager (Prokurist)
Date:	04/24/2026

Signature:	/s/ ppa Christof Koester
Name/Title:	Christof Koester, Registered Manager (Prokurist)
Date:	04/24/2026

FAQ

What change did Humacyte (HUMA) and Fresenius make to their Symvess distribution deal?

Humacyte and Fresenius amended their 2018 distribution agreement so Humacyte now holds exclusive rights to distribute Symvess outside the U.S., while Fresenius earns low-single-digit royalties on ex-U.S. net sales, with all existing U.S. terms unchanged.

Who distributes Symvess outside the U.S. after this Humacyte (HUMA) filing?

After the amendment, Humacyte holds exclusive rights to distribute Symvess outside the U.S. Fresenius Medical Care Holdings, Inc. no longer has ex-U.S. distribution rights but will receive low-single-digit royalties on Humacyte’s Symvess net sales in those markets.

How many Humacyte (HUMA) shares do Fresenius entities beneficially own?

Fresenius Medical Care Holdings, Inc. and Fresenius Medical Care report beneficial ownership of 18,312,735 Humacyte common shares. This stake represents 8.4% of the outstanding common stock, with shared voting and shared dispositive power over all reported shares.

Does the Humacyte (HUMA) and Fresenius amendment affect U.S. Symvess distribution?

The amendment does not change U.S. Symvess terms. The filing states that existing provisions related to the U.S. remain unchanged, while only ex-U.S. rights revert to Humacyte, with Fresenius receiving low-single-digit royalties on ex-U.S. net sales.

Why did Fresenius agree to return ex-U.S. Symvess rights to Humacyte (HUMA)?

Fresenius Medical Care Holdings, Inc. agreed to return ex-U.S. distribution rights to Humacyte as part of Fresenius Medical Care AG’s “Legacy Portfolio Optimization program,” as described in its public filings, while retaining a royalty interest on Symvess sales outside the U.S.

What exhibit is associated with the Humacyte (HUMA) and Fresenius distribution amendment?

The related exhibit is the Third Amendment dated April 21, 2026 to the June 25, 2018 Distribution Agreement between Fresenius Medical Care Holdings, Inc. and Humacyte. It is incorporated by reference from Humacyte’s Form 8-K filed on April 24, 2026.