MTSR insider filing: 12.77M-share Code J distribution reported

Rhea-AI Filing Summary

Metsera, Inc. (MTSR): Validae Health, L.P. filed a Form 4 reporting a Code J transaction involving the distribution of 12,767,462 shares of Metsera common stock at $0 on November 11, 2025. Following the transaction, the filer reported 0 shares directly owned.

Footnotes state Validae distributed 99% of its Metsera shares to Population Health Partners, L.P. and 1% to Population Health Partners GP, LLC. PHP GP LLC may be deemed to beneficially own shares held by Validae and PHP LP; certain individuals are members of PHP GP LLC and may share dispositive and voting power, with beneficial ownership disclaimed except to the extent of pecuniary interest.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Validae Health, L.P.

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Common Stock	12,767,462	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (1)

1. Validae Health, L.P. ("Validae") distributed 99% of the shares of common stock of Metsera Inc. (the "Company") that it owned to Population Health Partners, L.P. ("PHP LP"), a partnership that owns 99% of its limited partnership interests, and 1% to Population Health Partners GP, LLC ("PHP GP LLC"), its sole general partner and owner of 1% of its limited partnership interests. PHP GP LLC is the sole general partner of Validae and PHP LP, and PHP GP LLC may be deemed to beneficially own the shares of common stock of the Company held by Validae and by PHP LP. Christopher Whitten Bernard, Christopher T. Cox and Clive A. Meanwell are members of PHP GP LLC and may be deemed to share the power to direct the disposition and vote of the shares of common stock of the Company held by the Validae, PHP GP LLC, and PHP LP. (Continued from footnote 1) Each of PHP GP LLC, Christopher Whitten Bernard, Christopher T. Cox and Clive A. Meanwell disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that it is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Form 4 Insider Transactions: What Each Field Means →

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

X

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Validae Health, L.P.

(Last) (First) (Middle)

C/O POPULATION HEALTH PARTNERS, L.P.

1200 MORRIS TURNPIKE, SUITE 300

(Street)

SHORT HILLS NJ 07078

(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)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/11/2025

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

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	11/11/2025		J(1)(2)		12,767,462	D	$0	0	D

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. Validae Health, L.P. ("Validae") distributed 99% of the shares of common stock of Metsera Inc. (the "Company") that it owned to Population Health Partners, L.P. ("PHP LP"), a partnership that owns 99% of its limited partnership interests, and 1% to Population Health Partners GP, LLC ("PHP GP LLC"), its sole general partner and owner of 1% of its limited partnership interests. PHP GP LLC is the sole general partner of Validae and PHP LP, and PHP GP LLC may be deemed to beneficially own the shares of common stock of the Company held by Validae and by PHP LP. Christopher Whitten Bernard, Christopher T. Cox and Clive A. Meanwell are members of PHP GP LLC and may be deemed to share the power to direct the disposition and vote of the shares of common stock of the Company held by the Validae, PHP GP LLC, and PHP LP.

2. (Continued from footnote 1) Each of PHP GP LLC, Christopher Whitten Bernard, Christopher T. Cox and Clive A. Meanwell disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that it is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	/s/ Christopher Cox, Managing Authorized Signatory of Validae	11/13/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Validae Health, L.P. report in Metsera (MTSR)'s Form 4?

A Code J distribution of 12,767,462 Metsera common shares at $0 on 11/11/2025.

How many Metsera (MTSR) shares did the filer own after the transaction?

The filer reported 0 shares directly owned following the transaction.

Who received the distributed Metsera (MTSR) shares?

Footnotes state 99% were distributed to Population Health Partners, L.P. and 1% to Population Health Partners GP, LLC.

What was the transaction price for the distributed Metsera (MTSR) shares?

The distribution was reported at $0 per share.

What potential beneficial ownership is noted in the Form 4 footnotes?

PHP GP LLC may be deemed to beneficially own shares held by Validae and PHP LP; certain members may share voting and dispositive power, with beneficial ownership disclaimed except for pecuniary interest.

What is the filer’s relationship to Metsera (MTSR)?

The relationship box indicates Director.