RA Capital funds gain Freenome shares in merger

RA Capital Management, L.P. and affiliated investment funds reported indirect acquisitions of Freenome, Inc. common stock on July 20, 2026.

Rhea-AI Filing Summary

RA Capital Management, L.P. and affiliated investment funds reported indirect acquisitions of Freenome, Inc. common stock on July 20, 2026. Several blocks, including 6,561,711 shares, were received pursuant to a Business Combination with Old Freenome, while others, such as 4,918,411 shares, were acquired at $10.00 per share. The shares are held by RA Capital Healthcare Fund, the Nexus funds, and a separately managed account, with RA Capital as investment manager; Dr. Peter Kolchinsky and Mr. Rajeev Shah disclaim beneficial ownership beyond their respective pecuniary interests.

Insider Trade Summary

Grant/Award: 14,617,270 shares

Grant/Award 7 txns

Insider RA CAPITAL MANAGEMENT, L.P., RA Capital Healthcare Fund LP, RA Capital Nexus Fund, L.P., RA Capital Nexus Fund II, L.P., RA Capital Nexus Fund III, L.P., Kolchinsky Peter, Shah Rajeev M.

Role Director, 10% Owner | Director, 10% Owner | Director | Director | Director | Director, 10% Owner | Director, 10% Owner

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2, F3, F4	6,561,711	--	--
Grant/Award	Common Stock F1, F5, F3, F6	970,950	--	--
Grant/Award	Common Stock F1, F7, F3, F8	553,703	--	--
Grant/Award	Common Stock F1, F9, F3, F10	908,103	--	--
Grant/Award	Common Stock F1, F11, F3, F12	367,427	--	--
Grant/Award	Common Stock F3, F4	4,918,411	$10.00	$49.18M
Grant/Award	Common Stock F3, F10	336,965	$10.00	$3.37M

Holdings After Transaction: Common Stock — 1,245,068 shares (Indirect, See footnotes)

Footnotes (12)

1. F1. Received on July 20, 2026 pursuant to the Business Combination Agreement, dated December 5, 2025 and amended on July 20, 2026 by and among the Issuer, StarNet Merger Sub I, Corp., a wholly-owned subsidiary of the Issuer, StarNet Merger Sub II, LLC, a wholly-owned subsidiary of the Issuer, and Freenome Holdings, Inc. ("Old Freenome") (the "Business Combination").
2. F2. Received in the Business Combination in exchange for 4,886,446 shares of Series B Preferred Stock, 4,111,335 shares of Series C Preferred Stock, 4,093,925 shares of Series D Preferred Stock and 10,103,180 shares of Series F Preferred Stock of Old Freenome.
3. F3. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund, L.P. (the "Nexus Fund"), RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"), RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"), and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.
4. F4. Held directly by the Fund.
5. F5. Received in the Business Combination in exchange for 1,920,093 shares of Series B Preferred Stock and 1,512,104 shares of Series C Preferred Stock of Old Freenome.
6. F6. Held directly by the Nexus Fund.
7. F7. Received in the Business Combination in exchange for 1,754,539 shares of Series D Preferred Stock and 202,739 shares of Series F Preferred Stock of Old Freenome.
8. F8. Held directly by Nexus Fund II.
9. F9. Received in the Business Combination in exchange for 3,210,040 shares of Series F Preferred Stock of Old Freenome.
10. F10. Held directly by Nexus Fund III.
11. F11. Received in the Business Combination in exchange for 873,834 shares of Series B Preferred Stock and 424,978 shares of Series C Preferred Stock of Old Freenome.
12. F12. Held directly by the Account.

Key Figures

Shares received via Business Combination: 6561711.0000 shares Additional Business Combination shares: 970950.0000 shares Further Business Combination block: 553703.0000 shares +4 more

7 metrics

Shares received via Business Combination 6561711.0000 shares Indirectly acquired Freenome common stock on July 20, 2026 pursuant to the Business Combination with Old Freenome

Additional Business Combination shares 970950.0000 shares Indirectly received in exchange for Old Freenome preferred stock under the Business Combination

Further Business Combination block 553703.0000 shares Indirectly received for Old Freenome preferred shares in the Business Combination

Business Combination Series F exchange 908103.0000 shares Indirectly received in exchange for 3,210,040 shares of Old Freenome Series F Preferred Stock

Business Combination mixed series exchange 367427.0000 shares Indirectly received for Old Freenome Series B and Series C Preferred Stock in the Business Combination

Shares acquired at stated price 4918411.0000 shares at $10.0000 per share Indirect acquisition of Freenome common stock held directly by the Fund on July 20, 2026

Additional shares at stated price 336965.0000 shares at $10.0000 per share Indirect acquisition of Freenome common stock held directly by Nexus Fund III on July 20, 2026

Key Terms

Business Combination Agreement, pecuniary interest, separately managed account, ten percent owner

4 terms

Business Combination Agreement regulatory

"Received on July 20, 2026 pursuant to the Business Combination Agreement, dated December 5, 2025"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

pecuniary interest financial

"disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein"

separately managed account financial

"and a separately managed account (the "Account")"

A separately managed account (SMA) is a personalized investment portfolio owned by a single investor and run by a professional manager who buys and sells securities on that investor’s behalf. It matters to investors because an SMA offers tailored asset selection, tax handling, and transparency—like hiring a personal chef who prepares meals to your dietary needs rather than sharing a set menu—so you can align holdings with your goals and see exactly what you own.

ten percent owner regulatory

"is_ten_percent_owner": 1 for certain reporting persons"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions were reported for PCSC in this Form 4?

RA Capital Management and affiliated funds reported acquiring multiple blocks of Freenome, Inc. common stock on July 20, 2026, including shares received in a Business Combination with Old Freenome and additional shares acquired at $10.00 per share.

Were the Freenome (PCSC) shares acquired directly by Peter Kolchinsky or Rajeev Shah?

The reported Freenome shares are held indirectly by RA Capital Healthcare Fund, Nexus funds, and a separately managed account. RA Capital Management is investment manager, and Kolchinsky and Shah disclaim beneficial ownership except for their respective pecuniary interests.

How were some PCSC-related Freenome shares received in the business combination?

Certain Freenome shares were received in a Business Combination, in exchange for various series of Old Freenome preferred stock, including Series B, C, D and F. One block was exchanged for 4,886,446 Series B, 4,111,335 Series C, 4,093,925 Series D and 10,103,180 Series F shares.

At what price were some Freenome (PCSC) shares acquired in this filing?

Two indirect acquisitions reported by RA Capital-related entities were priced at $10.00 per share, covering 4,918,411 shares and 336,965 shares of Freenome common stock, respectively. Other blocks were received in connection with the Business Combination without a per-share price stated.

What ownership type is reported for the Freenome (PCSC) shares?

All reported Freenome common stock positions are classified as indirect ownership, held directly by RA Capital Healthcare Fund, the Nexus funds, or a separately managed account. RA Capital Management, L.P. acts as investment manager and disclaims beneficial ownership beyond its pecuniary interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/22/2026 - 05:31 PM Accepted by SEC EDGAR 07/22/2026 - 05:31 PM Learn about SEC filing dates

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).

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^*

RA CAPITAL MANAGEMENT, L.P.

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Freenome, Inc. [ FRNM ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2026

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

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

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

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	07/20/2026		A		6,561,711(1)	A	(2)	7,311,711	I	See footnotes(3)(4)
Common Stock	07/20/2026		A		970,950(1)	A	(5)	970,950	I	See footnotes(3)(6)
Common Stock	07/20/2026		A		553,703(1)	A	(7)	553,703	I	See footnotes(3)(8)
Common Stock	07/20/2026		A		908,103(1)	A	(9)	908,103	I	See footnotes(3)(10)
Common Stock	07/20/2026		A		367,427(1)	A	(11)	367,427	I	See footnotes(3)(12)
Common Stock	07/20/2026		A		4,918,411	A	$10	12,230,122	I	See footnotes(3)(4)
Common Stock	07/20/2026		A		336,965	A	$10	1,245,068	I	See footnotes(3)(10)

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

1. Name and Address of Reporting Person^*

RA CAPITAL MANAGEMENT, L.P.

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

RA Capital Healthcare Fund LP

(Last) (First) (Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

RA Capital Nexus Fund, L.P.

(Last) (First) (Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

RA Capital Nexus Fund II, L.P.

(Last) (First) (Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

RA Capital Nexus Fund III, L.P.

(Last) (First) (Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Kolchinsky Peter

(Last) (First) (Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Shah Rajeev M.

(Last) (First) (Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Received on July 20, 2026 pursuant to the Business Combination Agreement, dated December 5, 2025 and amended on July 20, 2026 by and among the Issuer, StarNet Merger Sub I, Corp., a wholly-owned subsidiary of the Issuer, StarNet Merger Sub II, LLC, a wholly-owned subsidiary of the Issuer, and Freenome Holdings, Inc. ("Old Freenome") (the "Business Combination").

2. Received in the Business Combination in exchange for 4,886,446 shares of Series B Preferred Stock, 4,111,335 shares of Series C Preferred Stock, 4,093,925 shares of Series D Preferred Stock and 10,103,180 shares of Series F Preferred Stock of Old Freenome.

3. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund, L.P. (the "Nexus Fund"), RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"), RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"), and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.

4. Held directly by the Fund.

5. Received in the Business Combination in exchange for 1,920,093 shares of Series B Preferred Stock and 1,512,104 shares of Series C Preferred Stock of Old Freenome.

6. Held directly by the Nexus Fund.

7. Received in the Business Combination in exchange for 1,754,539 shares of Series D Preferred Stock and 202,739 shares of Series F Preferred Stock of Old Freenome.

8. Held directly by Nexus Fund II.

9. Received in the Business Combination in exchange for 3,210,040 shares of Series F Preferred Stock of Old Freenome.

10. Held directly by Nexus Fund III.

11. Received in the Business Combination in exchange for 873,834 shares of Series B Preferred Stock and 424,978 shares of Series C Preferred Stock of Old Freenome.

12. Held directly by the Account.

Remarks:

Dr. Peter Kolchinsky, a Managing Partner of the Adviser, serves on the Issuer's board of directors.

	/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.	07/22/2026
	/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P.	07/22/2026
	/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund GP, LLC, the General Partner of RA Capital Nexus Fund, L.P.	07/22/2026
	/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund II GP, LLC, the General Partner of RA Capital Nexus Fund II, L.P.	07/22/2026
	/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund III GP, LLC, the General Partner of RA Capital Nexus Fund III, L.P.	07/22/2026
	/s/ Peter Kolchinsky, individually	07/22/2026
	/s/ Rajeev Shah, individually	07/22/2026
	** 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).
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* Form 4: SEC 1474 (03-26)