Amended Form 4: FMR LLC Corrects Indirect Stake in Metsera (MTSR)

Rhea-AI Filing Summary

FMR LLC filed an amended Form 4 reporting an indirect acquisition of 1,107,547 shares of Metsera, Inc. (MTSR) on 09/02/2025, recorded under transaction code J and described as a distribution without payment of consideration. After the reported transaction, the filing shows 1,107,547 shares beneficially owned indirectly by persons and entities whose shares are subject to reporting by FMR LLC. The amendment corrects the previously reported number of indirectly acquired shares. The filing is signed on behalf of FMR LLC by Stephanie J. Brown and includes a remark that Abigail P. Johnson is a director, chair and CEO of FMR LLC and that members of the Johnson family hold the predominant Series B voting interest, participating in a shareholders' voting agreement.

Positive

• Accurate disclosure updated: amendment corrects the previously reported indirect share count to 1,107,547 shares
• Transparency on nature of acquisition: filing states shares were received as a distribution without payment, clarifying transaction type
• Governance detail provided: remarks disclose the Johnson family's voting control arrangements at FMR LLC

Negative

• Indirect ownership concentration: 1,107,547 shares are held indirectly by entities subject to FMR LLC reporting, which may concentrate influence
• Control implications: disclosure that the Johnson family holds predominant Series B voting power (49%) signals consolidated voting influence within FMR LLC

Insights

Financial Analyst

TL;DR: FMR LLC amended a Form 4 to report a 1.11M-share indirect distribution, correcting prior reporting; holder is a significant, affiliated investment firm.

The amendment clarifies the exact indirect stake added via a distribution without payment, totaling 1,107,547 shares. For investors, clarified share counts reduce uncertainty about institutional ownership levels and potential block voting influence. The transaction code J and the zero price note indicate these shares were distributed rather than purchased on-market, which does not signal market demand but changes the ownership registry. This is a routine but material reporting correction that updates beneficial ownership records.

Corporate Governance Expert

TL;DR: The filing highlights indirect ownership and family voting arrangements at FMR LLC, relevant to control and voting concentration.

The remarks explicitly state that Abigail P. Johnson and the Johnson family hold predominant Series B voting power (49% of FMR LLC voting power) and participate in a shareholders' voting agreement. That disclosure is important for governance transparency because it describes centralized voting coordination within FMR LLC and clarifies who may influence voting outcomes tied to the indirectly held Metsera shares. The amended Form 4 corrects the reported indirect share count, improving accuracy of public records on potential controlling influence.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FMR LLC

(Last) (First) (Middle)

245 SUMMER STREET

(Street)

BOSTON MA 02210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Metsera, Inc. [ MTSR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remark 1

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/04/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/02/2025		J		1,107,547	A	$0(1)	1,107,547	I	Shares held by persons and entities whose shares are subject to reporting by the undersigned.(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These holdings were acquired or disposed of (as applicable) in the form of a distribution without payment of consideration.

2. This amendment is being filed to correct the number of shares previously reported as being indirectly acquired by persons and entities whose shares are subject to reporting by the undersigned.

Remarks:

Remark 1: Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. The address of Abigail P. Johnson is c/o FMR LLC, 245 Summer Street, Boston, MA 02110. Remark 2: The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the undersigned are the beneficial owners of any securities reported herein.

	/s/ Stephanie J. Brown, Duly authorized under Powers of Attorney, by and on behalf of FMR LLC and its direct and indirect subsidiaries, and Abigail P. Johnson	09/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did the amended Form 4 filed for MTSR report?

The amendment reports an indirect acquisition of 1,107,547 shares of Metsera, Inc. on 09/02/2025, received as a distribution without payment.

Who filed the Form 4/A for MTSR and who signed it?

The Form 4/A was filed on behalf of FMR LLC and signed by Stephanie J. Brown as duly authorized, on behalf of FMR LLC and Abigail P. Johnson.

Does the filing indicate any correction or amendment reason?

Yes, the filing states it is an amendment to correct the number of shares previously reported as indirectly acquired.

What is the transaction code and price reported for the MTSR shares?

The transaction code is J and the reported price is $0, indicating the shares were a distribution without payment of consideration.

What governance information is disclosed about FMR LLC?

Remarks state that Abigail P. Johnson is Director, Chairman and CEO of FMR LLC and that the Johnson family holds predominant Series B voting common shares representing 49% of FMR LLC voting power under a shareholders' voting agreement.