BlackRock, Inc. has filed a Schedule 13G reporting a passive ownership stake in Sana Biotechnology Inc. common stock. BlackRock reports beneficial ownership of 13,643,304 shares, representing 5.1% of Sana’s outstanding common stock as of the event date.
BlackRock has sole voting power over 13,405,747 shares and sole dispositive power over 13,643,304 shares, with no shared voting or dispositive power. The filing explains that these shares are held across certain BlackRock business units in the ordinary course of business, and that the position is not intended to change or influence control of Sana.
The disclosure notes that various underlying persons have rights to receive dividends or sale proceeds from the shares, but that no single such person has an interest in more than 5% of Sana’s total outstanding common stock.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SANA BIOTECHNOLOGY INC
(Name of Issuer)
Common Stock
(Title of Class of Securities)
799566104
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
799566104
1
Names of Reporting Persons
BlackRock, Inc.
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
13,405,747.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
13,643,304.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,643,304.00
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)
5.1 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
SANA BIOTECHNOLOGY INC
(b)
Address of issuer's principal executive offices:
188 EAST BLAINE STREET, SUITE 400 SEATTLE WA 98102
Item 2.
(a)
Name of person filing:
BlackRock, Inc.
In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by certain business units (collectively, the "Reporting Business Units") of BlackRock, Inc. and its subsidiaries and affiliates. It does not include securities, if any, beneficially owned by other business units whose beneficial ownership of securities are disaggregated from that of the Reporting Business Units in accordance with such release.
(b)
Address or principal business office or, if none, residence:
BlackRock, Inc., 50 Hudson Yards New York, NY 10001
(c)
Citizenship:
See Item 4 of Cover Page
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
799566104
Item 3.
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:
13643304
(b)
Percent of class:
5.1 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
13405747
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
13643304
(iv) Shared power to dispose or to direct the disposition of:
0
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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the common stock of SANA BIOTECHNOLOGY INC. No one person's interest in the common stock of SANA BIOTECHNOLOGY INC is more than five percent of the total outstanding common shares.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Exhibit 99
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 acquired and are held in the ordinary course of business and 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.
What percentage of SANA common stock does BlackRock, Inc. report owning?
BlackRock, Inc. reports beneficial ownership of 5.1% of Sana Biotechnology Inc.’s outstanding common stock, representing 13,643,304 shares.
How many SANA shares does BlackRock have voting and dispositive power over?
BlackRock has sole voting power over 13,405,747 SANA shares and sole dispositive power over 13,643,304 shares, with no shared voting or dispositive power reported.
Is BlackRock’s stake in SANA considered passive or for control purposes?
BlackRock certifies that the SANA shares were acquired and are held in the ordinary course of business and not for the purpose or effect of changing or influencing control of Sana Biotechnology Inc.
Who ultimately benefits from the SANA shares held by BlackRock’s business units?
The filing states that various persons have rights to receive dividends or sale proceeds from SANA shares held by BlackRock’s business units, but no one person has an interest exceeding 5% of Sana’s total outstanding common stock.
What type of SEC filing did BlackRock submit regarding SANA?
BlackRock submitted a Schedule 13G, which is a beneficial ownership report typically used by investors holding a stake on a passive basis rather than to influence control.
How is BlackRock, Inc. classified in this SANA Schedule 13G filing?
BlackRock, Inc. is classified as a HC (parent holding company or control person) and the filing aggregates securities beneficially owned by specified Reporting Business Units of BlackRock and its subsidiaries and affiliates.
