Euler Fund and affiliated holders report beneficial ownership of 1,426,528 shares of Lyell Immunopharma common stock, representing 6.71% of the Class A common stock. The percentage is calculated using 21,243,954 shares outstanding as reported in the issuer's Form 424B5 filed on December 18, 2025. The Schedule 13G filing lists sole voting and dispositive power for each Reporting Person over the 1,426,528 shares.
Positive
None.
Negative
None.
Insights
Large passive stake disclosed: 1.43M shares, 6.71% ownership.
The filing documents that Euler Fund, L.P., Euler Managers Limited, and Antonis Indianos each report sole voting and dispositive power over 1,426,528 shares. The percentage is tied to 21,243,954 shares outstanding per the referenced Form 424B5.
Holding this size can trigger monitoring by company governance and may influence discussions with management; timing and intent beyond passive reporting are not specified in the excerpt.
Disclosure clarifies ownership scale and calculation basis.
The Schedule 13G shows sole voting and dispositive power and cites the outstanding share base from a prospectus (December 18, 2025), which establishes the 6.71% figure. The filing is informational and does not indicate planned transactions.
Subsequent Form 13D/13G amendments could change the picture; future public filings will show any change in ownership or intent.
Key Figures
Shares beneficially owned:1,426,528 sharesPercent of class:6.71%Outstanding shares referenced:21,243,954 shares
3 metrics
Shares beneficially owned1,426,528 sharesReported by Euler Fund and affiliates
Percent of class6.71%Calculated using 21,243,954 Class A shares outstanding
Outstanding shares referenced21,243,954 sharesFrom Form 424B5 dated <date>December 18, 2025</date>
Key Terms
Schedule 13G, Beneficial ownership, Sole dispositive power
3 terms
Schedule 13Gregulatory
"This statement is filed on behalf of: i. EULER FUND, L.P."
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Beneficial ownershipfinancial
"As of the date hereof, the Reporting Person's beneficial ownership consists of 1,426,528 shares"
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.
Sole dispositive powerfinancial
"Sole Dispositive Power 1,426,528.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
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What stake does Euler Fund report in Lyell Immunopharma (LYEL)?
Euler Fund and affiliates report beneficial ownership of 1,426,528 shares, representing 6.71% of Class A common stock. The percentage is based on 21,243,954 shares outstanding referenced from a Form 424B5 dated December 18, 2025.
Who are the reporting persons named in the LYEL Schedule 13G?
The filing is made on behalf of Euler Fund, L.P., Euler Managers Limited, and Antonis Indianos. Euler Managers is the general partner of Euler Fund, and Mr. Indianos is an indirect owner of Euler Managers Limited.
Does the Schedule 13G show voting or dispositive power for the reported shares?
Yes. Each Reporting Person lists sole voting power and sole dispositive power over 1,426,528 shares, indicating control to vote and direct disposition of those shares as reported in the filing.
What outstanding share count was used to calculate the 6.71% stake?
The percentage is calculated using 21,243,954 shares of Class A common stock outstanding, as reported in Lyell Immunopharma's Form 424B5 filed on December 18, 2025, which the Schedule 13G cites directly.
Does this filing indicate active trading or intent by Euler Fund in LYEL?
No active trading or change-in-intent language is included; the Schedule 13G is an informational disclosure of beneficial ownership. The filing lists current holdings and power but does not state plans to buy or sell.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Lyell Immunopharma, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
55083R203
(CUSIP Number)
03/06/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
55083R203
1
Names of Reporting Persons
EULER FUND, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,426,528.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,426,528.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,426,528.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.71 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: As of the date hereof, the Reporting Person's beneficial ownership consists of 1,426,528 shares of Common Stock. The percentage reported in Item 11 is based on 21,243,954 shares of Class A common stock outstanding as reported in the Issuer's Form 424B5 filed with the SEC on December 18, 2025.
SCHEDULE 13G
CUSIP Number(s):
55083R203
1
Names of Reporting Persons
Euler Managers Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,426,528.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,426,528.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,426,528.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.71 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: As of the date hereof, the Reporting Person's beneficial ownership consists of 1,426,528 shares of Common Stock. The percentage reported in Item 11 is based on 21,243,954 shares of Class A common stock outstanding as reported in the Issuer's Form 424B5 filed with the SEC on December 18, 2025.
SCHEDULE 13G
CUSIP Number(s):
55083R203
1
Names of Reporting Persons
Antonis Indianos
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CYPRUS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,426,528.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,426,528.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,426,528.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.71 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: As of the date hereof, the Reporting Person's beneficial ownership consists of 1,426,528 shares of Common Stock. The percentage reported in Item 11 is based on 21,243,954 shares of Class A common stock outstanding as reported in the Issuer's Form 424B5 filed with the SEC on December 18, 2025.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Lyell Immunopharma, Inc.
(b)
Address of issuer's principal executive offices:
201 Haskins Way, South San Francisco, California 94080
Item 2.
(a)
Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
i. EULER FUND, L.P.
ii. Euler Managers Limited
iii. Antonis Indianos
Antonis Indianos is the indirect owner of Euler Managers Limited, and, as such, may be deemed to beneficially own the shares held by Euler Managers Limited.
Euler Managers Limited is the general partner of Euler Fund, L.P., and, as such, may be deemed to beneficially own the shares held by Euler Fund, L.P.
(b)
Address or principal business office or, if none, residence:
Euler Fund, L.P.: One Capital Place, PO Box 847, Grand Cayman KY1-1103, Cayman Islands
Euler Managers Limited: One Capital Place, PO Box 847, Grand Cayman KY1-1103, Cayman Islands
Antonis Indianos: Etolon 11, Nicosia 1101, Cyprus
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See Items 5-11 of the cover page for each Reporting Person
(b)
Percent of class:
See Items 5-11 of the cover page for each Reporting Person
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Items 5-11 of the cover page for each Reporting Person
(ii) Shared power to vote or to direct the vote:
See Items 5-11 of the cover page for each Reporting Person
(iii) Sole power to dispose or to direct the disposition of:
See Items 5-11 of the cover page for each Reporting Person
(iv) Shared power to dispose or to direct the disposition of:
See Items 5-11 of the cover page for each Reporting Person
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
