OrbiMed (SION) cuts Sionna stake to 6.6% after April share sales

Rhea-AI Filing Summary

OrbiMed Advisors LLC and OrbiMed Capital GP VIII LLC filed an amended ownership report on Sionna Therapeutics, Inc. They report shared voting and dispositive power over 2,967,722 shares of common stock, representing 6.6% of Sionna’s 44,998,073 outstanding shares as stated in the company’s recent annual report.

The filing notes that this amendment reflects a decrease of more than 1% in beneficial ownership following recent sales by OrbiMed Private Investments VIII, L.P. The OrbiMed entities manage these holdings through their investment structures and retain discretion over voting and disposition of the shares.

Key Figures

Shares outstanding: 44,998,073 shares OrbiMed beneficial ownership: 2,967,722 shares Ownership percentage: 6.6% +4 more

7 metrics

Shares outstanding 44,998,073 shares Sionna common stock outstanding as stated in Form 10-K

OrbiMed beneficial ownership 2,967,722 shares Shares held by OPI VIII, beneficially owned by OrbiMed entities

Ownership percentage 6.6% Portion of Sionna’s outstanding common stock held by OrbiMed

Sale on April 14, 2026 47,814 shares at $44.51 OPI VIII open-market sale under 10b5-1 plan

Sale on April 15, 2026 235,863 shares at $44.64 OPI VIII open-market sale under 10b5-1 plan

Sale on April 16, 2026 226,906 shares at $45.34 OPI VIII open-market sale under 10b5-1 plan

Sale on April 17, 2026 52,397 shares at $44.68 OPI VIII open-market sale under 10b5-1 plan

Key Terms

beneficial ownership, Rule 10b5-1 plan, registration rights, piggyback registration rights, +2 more

6 terms

beneficial ownership financial

"the beneficial ownership of the outstanding Shares that the Reporting Persons may be deemed to beneficially own decreased by more than 1%"

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.

Rule 10b5-1 plan regulatory

"The above Shares were sold pursuant to a 10b5-1 plan."

A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.

registration rights regulatory

"will be entitled to certain demand registration rights."

Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.

piggyback registration rights regulatory

"the holders of such Shares will be entitled to certain piggyback registration rights"

A contractual right that lets existing shareholders join a company’s planned public sale of stock so they can sell their own shares at the same time under the same paperwork. It matters to investors because it gives insiders and early holders an easier, often faster way to convert shares to cash, while also potentially increasing the number of shares offered and affecting the share price — like catching a scheduled bus instead of hiring a private ride to get where you need to go.

Form S-3 registration rights regulatory

"will be entitled to certain Form S-3 registration rights."

Investors' Rights Agreement financial

"entered into a Third Amended and Restated Investors' Rights Agreement"

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 04/20/2026 - 06:46 PM Learn about SEC filing dates

FAQ

How many Sionna Therapeutics (SION) shares does OrbiMed now own?

OrbiMed-related entities report beneficial ownership of 2,967,722 shares of Sionna Therapeutics common stock. This represents 6.6% of the company’s 44,998,073 outstanding shares, based on Sionna’s latest annual report figures.

What recent Sionna Therapeutics (SION) share sales did OrbiMed report?

OrbiMed’s OPI VIII sold Sionna shares on four days in April 2026: 47,814 shares at $44.51, 235,863 at $44.64, 226,906 at $45.34, and 52,397 at $44.68, all under a Rule 10b5-1 plan.

What percentage of Sionna Therapeutics (SION) does OrbiMed’s stake represent?

The filing states that OrbiMed’s affiliated fund OPI VIII holds 2,967,722 Sionna shares, representing about 6.6% of the issued and outstanding common stock, using 44,998,073 outstanding shares disclosed in Sionna’s Form 10-K.

Why did OrbiMed file Amendment No. 1 for its Sionna (SION) stake?

Amendment No. 1 was filed because OrbiMed’s beneficial ownership of Sionna shares decreased by more than 1% following the April 2026 stock sales. This ownership change triggered an update to the existing Schedule 13D reporting their position.

How is control over Sionna (SION) shares structured within OrbiMed?

Sionna shares are held by OrbiMed Private Investments VIII, L.P., with OrbiMed Capital GP VIII LLC as general partner and OrbiMed Advisors LLC as managing member. These entities share voting and investment power over 2,967,722 Sionna shares through this structure.

What registration rights do OrbiMed and other Sionna (SION) holders have?

Under a Third Amended and Restated Investors’ Rights Agreement, certain Sionna shareholders hold Form S-1 demand, piggyback, and Form S-3 registration rights, subject to conditions such as minimum proceeds, timing limits, and a five-year post-IPO expiration.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Sionna Therapeutics, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

829401108

(CUSIP Number)

OrbiMed Advisors LLC
601 Lexington Avenue, 54th Floor,
New York, NY, 10022
(212) 739-6400

OrbiMed Capital GP VIII LLC
601 Lexington Avenue, 54th Floor,
New York, NY, 10022
(212) 739-6400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/15/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 829401108

1

Name of reporting person

ORBIMED ADVISORS LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,967,722.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,967,722.00

11

Aggregate amount beneficially owned by each reporting person

2,967,722.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.6 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP Number(s): 829401108

1

Name of reporting person

OrbiMed Capital GP VIII LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,967,722.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,967,722.00

11

Aggregate amount beneficially owned by each reporting person

2,967,722.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.6 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Sionna Therapeutics, Inc.
(c)	Address of Issuer's Principal Executive Offices: 21 Hickory Drive, Suite 500, Waltham, MASSACHUSETTS , 02451.
Item 1 Comment: This Amendment No. 1 ("Amendment No. 1") to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Advisors LLC ("OrbiMed Advisors") and OrbiMed Capital GP VIII LLC ("OrbiMed GP") (collectively, the "Reporting Persons") originally filed with the Securities and Exchange Commission (the "SEC") on February 13, 2025. This Amendment No. 1 is being filed to report that, as a result of the transactions described in Item 5(c) below, the beneficial ownership of the outstanding Shares that the Reporting Persons may be deemed to beneficially own decreased by more than 1%.
Item 2.	Identity and Background
(a)	OrbiMed Advisors is a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended. OrbiMed GP is a limited liability company organized under the laws of Delaware. Carl L. Gordon is a United States citizen. Sven H. Borho is a German and Swedish citizen. W. Carter Neild is a United States citizen. Geoffrey C. Hsu is a United States citizen. C. Scotland Stevens is a United States citizen. David P. Bonita is a United States citizen. Peter A. Thompson is a United States citizen. Matthew S. Rizzo is a United States citizen. Mona Ashiya, a United States citizen. Trey Block is a United States citizen.
(b)	601 Lexington Avenue, 54th Floor, New York, New York 10022.
(c)	OrbiMed Advisors is the managing member or general partner of certain entities as more particularly described in Item 6 below. OrbiMed GP is the general partner of a limited partnership as more particularly described in Item 6 below. Carl L. Gordon is a member of OrbiMed Advisors. Sven H. Borho is a member of OrbiMed Advisors. W. Carter Neild is a member of OrbiMed Advisors. Geoffrey C. Hsu is a member of OrbiMed Advisors. C. Scotland Stevens is a member of OrbiMed Advisors. David P. Bonita is a member of OrbiMed Advisors. Peter A. Thompson is a member of OrbiMed Advisors. Matthew S. Rizzo is a member of OrbiMed Advisors. Mona Ashiya is a member of OrbiMed Advisors. Trey Block is the Chief Financial Officer of OrbiMed Advisors.
(d)	Not applicable.
(e)	Not applicable.
(f)	Item 2(a) is incorporated herein by reference.
Item 3.	Source and Amount of Funds or Other Consideration
	Not applicable.
Item 4.	Purpose of Transaction
	The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions. Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the Issuer's capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer's business or corporate structure, (g) any change in the Issuer's charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer's securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (j) any action similar to any of those enumerated above.
Item 5.	Interest in Securities of the Issuer
(a)	The following disclosure is based upon 44,998,073 outstanding Shares of the Issuer, as set forth in the Issuer's Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the "SEC") on March 2, 2026. As of the date of this filing, OrbiMed Private Investments VIII, L.P. ("OPI VIII"), a limited partnership organized under the laws of Delaware, holds 2,967,722 Shares constituting approximately 6.6% of the issued and outstanding Shares. OrbiMed GP is the general partner of OPI VIII, pursuant to the terms of the limited partnership agreement of OPI VIII, and OrbiMed Advisors is the managing member of OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP. As a result, OrbiMed Advisors and OrbiMed GP share power to direct the vote and disposition of the Shares held by OPI VIII and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI VIII. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by OPI VIII.
(b)	Item 5(a) is incorporated by reference herein.
(c)	On April 14, 2026, OPI VIII sold 47,814 Shares at a price of $44.51 per Share. On April 15, 2026, OPI VIII sold 235,863 Shares at a price of $44.64 per Share. On April 16, 2026, OPI VIII sold 226,906 Shares at a price of $45.34 per Share. On April 17, 2026, OPI VIII sold 52,397 Shares at a price of $44.68 per Share. The above Shares were sold pursuant to a 10b5-1 plan. The Reporting Persons undertake, upon request by the staff of the SEC or the Issuer to provide full information regarding the number of Shares sold at each separate price.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed GP is the general partner of OPI VIII, pursuant to the terms of the limited partnership agreement of OPI VIII. Pursuant to this agreement and relationship, OrbiMed GP has discretionary investment management authority with respect to the assets of OPI VIII. Such authority includes the power to vote and otherwise dispose of securities held by OPI VIII. The number of outstanding Shares attributable to OPI VIII is 2,967,722 Shares. OrbiMed GP, pursuant to its authority under the limited partnership agreement of OPI VIII, may be considered to hold indirectly 2,967,722 Shares. In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed Advisors is the managing member of OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP. Pursuant to these agreements and relationships, OrbiMed Advisors and OrbiMed GP have discretionary investment management authority with respect to the assets of OPI VIII. Such authority includes the power of OrbiMed GP to vote and otherwise dispose of securities held by OPI VIII. The number of outstanding Shares attributable to OPI VIII is 2,967,722 Shares. OrbiMed Advisors, pursuant to its authority under the terms of the limited liability company agreement of OrbiMed GP, may also be considered to hold indirectly 2,967,722 Shares. Peter A. Thompson ("Thompson"), a member of OrbiMed Advisors, is a member of the Board of Directors of the Issuer and, accordingly, OrbiMed Advisors and Orbimed GP may have the ability to affect and influence control of the Issuer. From time to time, Thompson may receive stock options or other awards of equity-based compensation pursuant to the Issuer's compensation arrangements for non-employee directors. Pursuant to an agreement with OrbiMed Advisors and Orbimed GP, Thompson is obligated to transfer any securities issued under any such stock options or other awards, or the economic benefit thereof, to OrbiMed Advisors and Orbimed GP, who will in turn ensure that such securities or economic benefits are provided to OPI VIII. Investors' Rights Agreement In addition, OPI VIII and certain other stockholders of the Issuer entered into a Third Amended and Restated Investors' Rights Agreement with the Issuer, dated as of March 4, 2024 (the "Investors' Rights Agreement"). Pursuant to the Investors' Rights Agreement and subject to the terms and conditions therein, the parties agreed that: Form S-1 Registration Rights Upon the completion of the Issuer's initial public offering ("IPO"), certain holders of Shares, including those issuable upon the conversion of shares of Series B convertible preferred stock, par value $0.001 per share ("Series B preferred stock") and shares of Series C convertible preferred stock, par value $0.001 per share ("Series C preferred stock"), will be entitled to certain demand registration rights. At any time beginning 180 days after the completion of the IPO, the holders of a majority of registrable securities then outstanding may request that the Issuer register all or a portion of their Shares on Form S-1 with respect to at least 40% of the registrable securities then outstanding. With certain exceptions, the Issuer is not required to effect the filing of a registration statement during the period starting with the date of the filing of, and ending on a date 60 days following the effective date of the registration statement for the IPO. Piggyback Registration Rights After the IPO, in the event that the Issuer proposes to register any of its securities under the Securities Act of 1933, as amended, either for its own account or for the account of other security holders, the holders of such Shares will be entitled to certain piggyback registration rights allowing the holder to include their Shares in such registration, subject to certain marketing and other limitations. Form S-3 Registration Rights Upon the completion of the IPO, certain holders of Shares, including those issuable upon the conversion of shares of Series B preferred stock and Series C preferred Stock, will be entitled to certain Form S-3 registration rights. Holders of at least 10% of registrable securities then outstanding can make a request that the Issuer register their Shares on Form S-3 if the Issuer is qualified to file a registration statement on Form S-3 and if the reasonably anticipated aggregate net proceeds of the Shares offered would equal or exceed $5 million. The Issuer will not be required to effect more than two registrations on Form S-3 within any twelve-month period. The right to have such Shares registered on Form S-3 is further subject to other specified conditions and limitations. Expiration of Registration Rights The demand registration rights and short-form registration rights granted under the Investors' Rights Agreement will terminate on the fifth anniversary of the completion of the IPO. The foregoing description of the Investors' Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investors' Rights Agreement, which is filed as Exhibit 2 and incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit Description 1. Joint Filing Agreement among OrbiMed Advisors LLC and OrbiMed Capital GP VIII LLC. 2. Third Amended and Restated Investors' Rights Agreement, by and between the Issuer and certain of its stockholders, dated as of March 4, 2024 (incorporated by reference to Exhibit 4.2 to the Issuer's Registration Statement on Form S-1/A, filed with the SEC on February 3, 2025).

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.

ORBIMED ADVISORS LLC

Signature:	/s/ Carl L. Gordon
Name/Title:	Carl L. Gordon/Member
Date:	04/20/2026

OrbiMed Capital GP VIII LLC

Signature:	/s/ Carl L. Gordon
Name/Title:	Carl L. Gordon/Member of OrbiMed Advisors LLC
Date:	04/20/2026