Fresenius details Humacyte (NASDAQ: HUMA) 9.5% ownership in new 13D/A

Rhea-AI Filing Summary

Humacyte, Inc. received an updated Schedule 13D/A showing that Fresenius Medical Care Holdings, Inc. (FMCH) beneficially owns 18,312,735 shares of Humacyte common stock, representing about 9.5% of the outstanding voting shares. This percentage is based on 192,996,511 shares outstanding as of December 15, 2025. The filing explains that the stake declined from 9.9% to 9.5% solely because Humacyte’s total shares outstanding increased; FMCH and its parent Fresenius Medical Care AG (FME AG) have neither bought nor sold Humacyte shares since their initial Schedule 13D in 2021. All 18,312,735 shares are issued, outstanding, and owned directly by FMCH, while FME AG may be deemed an indirect beneficial owner through its ownership of FMCH. The amendment also notes board and management changes at FME AG and FMCH, including new roles for Dr. Charles Hugh-Jones and Joseph E. Turk following the retirement of two prior executives.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 006)

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-Kroner Strasse 1
Bad Homburg, 2M, 61352
011 49 6172 609 0

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

01/01/2026

(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).

SCHEDULE 13D

CUSIP No. 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)

9.5 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 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)

9.5 %

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. 6 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 and Amendment No 5 filed solely by FME AG on October 16 2025 (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. 6 does not modify any of the information previously reported on the Schedule 13D.
Item 2.	Identity and Background
(a)	Effective January 1, 2026, Charles Hugh-Jones, M.D. FACP assumed office as a member of the Management Board and Chief Medical Officer of FME AG, and as a member of the Board of Directors of FMCH. Dr. Hugh-Jones succeeds Franklin Maddux M.D., who retired from his positions with FME AG and its affiliates effective December 31, 2025. In addition, also effective January 1, 2026, Mr. Joseph E. Turk assumed office as a member of the Management Board and Chief Executive Officer of FME AG's global operating segment Care Enablement. Mr. Turk succeeds Dr. Katarzyna Mazur-HofsaeSS, who retired from her positions with FME AG and its affiliates effective December 31, 2025. Schedule I to this Schedule 13D in the form annexed to this Schedule 13D (Amendment No 2), as previously amended, is hereby further amended (i) by deleting each of Dr. Maddux and Dr. Mazur-HofsaeSS from the list of members of the FME AG Management Board set forth therein and replacing them on such list with Dr. Hugh-Jones and Mr. Turk, and (ii) by deleting Dr. Maddux from the list of members of the Board of Directors of FMCH set forth therein and replacing him on such list with Mr. Turk.
(b)	The business address of each of Dr Hugh-Jones and Mr. Turk is c/o FME AG, at its address set forth in this Schedule 13D.
(c)	The present principal occupation or employment of Dr Hugh-Jones and Mr. Turk is their respective positions with FME AG set forth in Item 2(a) of this Schedule 13D (Amendment No. 6).
(d)	During the last five years, to the knowledge of the Filing Persons, neither Dr. Hugh-Jones nor Mr. Turk has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor was either of them a party to a civil proceeding of a United States judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Dr. Hugh-Jones is a citizen of the U.K. Mr. Turk is a citizen of the United States.
Item 5.	Interest in Securities of the Issuer
(a)	On the date of this Schedule 13D (Amendment No. 6), FMCH is the beneficial owner of 18,312,735 shares of the Issuer's Common Stock, constituting approximately 9.5% of the Issuer's outstanding voting shares. Such percentage ownership is calculated by reference to 192,996,511 shares outstanding as of December 15, 2025, comprising 187,727,321 shares outstanding as shown on the cover page of the Issuer's Form 10-Q filed November 12, 2025 plus 5,725,190 shares issued on December 15, as reported in the Issuer's Form 8-K filed that date. All such 18,312,735 Shares are issued and outstanding and owned directly by FMCH. Such 18,312,735 shares of Common Stock exclude any additional contingent shares of Common Stock that may be issued pursuant to the terms of the Business Combination Agreement described in the initial Schedule 13D, and FME AG and FMCH disclaim any present beneficial ownership of any such additional shares.
(b)	As the record owner of the 18,312,735 shares of Common Stock reported in this Schedule 13D (Amendment No 6), FMCH possesses voting and dispositive power over such shares. FME AG is the indirect sole shareholder of FMCH and may be deemed to be a beneficial owner of such shares.
(c)	The decrease in the percentage beneficial ownership reported herein from 9.9%, as reported in Schedule 13D (Amendment No. 5) to 9.5%, as reported herein, results solely from an increase in the number of outstanding shares of the Issuer's Common Stock subsequent to the filing of Amendment No. 5 to this Schedule 13D. Neither FME AG nor FMCH has disposed of or acquired any shares of the Issuer's Common Stock subsequent to the filing of their initial Schedule 13D in September 2021.

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, Assistant Treasurer
Date:	01/09/2026

Fresenius Medical Care AG

Signature:	/s/ Dr. Joerg Haering
Name/Title:	Dr. Joerg Haering, Member of the Management Board
Date:	01/09/2026

Signature:	/s/ ppa Dr. Angela Koelbl
Name/Title:	Dr. Angela Koelbl, Registered Manager (Prokurist)
Date:	01/09/2026

FAQ

How many Humacyte (HUMA) shares does Fresenius currently own?

Fresenius Medical Care Holdings, Inc. is reported as the beneficial owner of 18,312,735 shares of Humacyte common stock, all of which are issued, outstanding, and owned directly by FMCH.

What percentage of Humacyte (HUMA) does Fresenius’ stake represent?

The filing states that FMCH’s 18,312,735 shares constitute approximately 9.5% of Humacyte’s outstanding voting shares, calculated using 192,996,511 shares outstanding as of December 15, 2025.

Why did Fresenius’ reported ownership percentage in Humacyte (HUMA) fall from 9.9% to 9.5%?

The amendment explains that the decrease from 9.9% to 9.5% results solely from an increase in Humacyte’s outstanding common shares after Amendment No. 5, not from any share purchases or sales by FMCH or FME AG.

Has Fresenius bought or sold Humacyte (HUMA) shares since its initial 2021 filing?

The document states that neither FME AG nor FMCH has disposed of or acquired any Humacyte common shares since their initial Schedule 13D filed in September 2021.

Who is considered the beneficial owner of the Humacyte (HUMA) shares in this filing?

FMCH is the record owner with voting and dispositive power over the 18,312,735 shares. FME AG, as the indirect sole shareholder of FMCH, may be deemed a beneficial owner of the same shares.

What management changes at Fresenius are noted in this Humacyte (HUMA) Schedule 13D/A?

Effective January 1, 2026, Dr. Charles Hugh-Jones became a member of FME AG’s Management Board and Chief Medical Officer and joined FMCH’s Board of Directors, while Joseph E. Turk became a Management Board member and CEO of FME AG’s Care Enablement segment, following the retirement of Dr. Franklin Maddux and Dr. Katarzyna Mazur-HofsaeSS on December 31, 2025.