Form 4: Alumis Inc. Director Reports Ownership Changes

Alumis Inc. director James B. Tananbaum reports significant changes in beneficial ownership of common stock, primarily through distributions from affiliated entities.

Summary

• James B. Tananbaum, a Director and 10% Owner of Alumis Inc. (ALMS), has reported changes in his beneficial ownership of the company's common stock.
• The transactions, dated April 1, 2026, involve various distributions of shares from affiliated entities, including Foresite Labs Affiliates 2021, LLC, Foresite Labs, LLC, and TFL Investment Holdings, LLC.
• These are described as pro rata, in-kind distributions without additional consideration, made in accordance with exemptions under Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934.
• Tananbaum disclaims beneficial ownership of shares held by these entities, except to the extent of his pecuniary interest, and also disclaims the existence of a 'group' as defined by Rule 13d-5.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it primarily details routine ownership adjustments through distributions rather than new investment or divestment activities.

Positives

• The reporting person, James B. Tananbaum, maintains a significant beneficial ownership stake in Alumis Inc., indicating continued commitment.
• The transactions are structured as distributions, not purchases or sales, suggesting no immediate change in the overall beneficial ownership structure from an external perspective.

Negatives

• The filing details complex indirect ownership structures through multiple investment vehicles, which can obscure the true extent of direct control or influence.
• Tananbaum's repeated disclaimers of beneficial ownership and group formation may indicate a strategic effort to limit reporting obligations or potential liabilities.

Risks

• The complex web of indirect ownership through various funds and LLCs could lead to confusion regarding ultimate control and decision-making authority.
• Disclaimers of beneficial ownership and group status, while legally permissible, can sometimes be perceived negatively by investors seeking clear lines of accountability.

Future Outlook

This filing does not contain forward-looking statements or guidance. It solely reports on changes in beneficial ownership.

Management Comments

• James B. Tananbaum disclaims the existence of a 'group', as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Labs Affiliates, except to the extent of his pecuniary interest in such securities.
• James B. Tananbaum disclaims the existence of a 'group', as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Labs, except to the extent of his pecuniary interest in such securities.
• James B. Tananbaum disclaims the existence of a 'group', as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Fund V, except to the extent of his pecuniary interest in such securities.
• James B. Tananbaum disclaims the existence of a 'group', as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Opportunity Fund V, except to the extent of his pecuniary interest in such securities.
• James B. Tananbaum disclaims the existence of a 'group', as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Fund VI, except to the extent of his pecuniary interest in such securities.
• James B. Tananbaum disclaims the existence of a 'group', as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Labs Co-Invest, except to the extent of his pecuniary interest in such securities.
• James B. Tananbaum disclaims the existence of a 'group', as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Labs Fund I, except to the extent of his pecuniary interest in such securities.

Industry Context

StockSavvy.ai notes that Form 4 filings are routine disclosures for insiders and significant shareholders. The complexity of the entities involved in this filing suggests a sophisticated investment structure, common in venture capital and private equity-backed public companies.

Related Party Transactions

• Pro rata, in-kind distributions of Alumis Inc. common stock from Foresite Labs Affiliates 2021, LLC to its members.
• Distributions of Alumis Inc. common stock from Foresite Labs, LLC to its members.
• Distributions of Alumis Inc. common stock from TFL Investment Holdings, LLC.
• Indirect beneficial ownership through various Foresite Capital entities (Fund V, Opportunity Fund V, Fund VI, Labs Co-Invest, Labs Fund I) and their managing members/partners.

Stakeholder Impact

• Shareholders: No immediate impact on share count or market float, but the complex ownership structure may affect transparency.
• Management: Reinforces the significant indirect stake held by James B. Tananbaum, a key director.

Key Dates

Keywords

Alumis Inc., ALMS, Form 4, Beneficial Ownership, James B. Tananbaum, Director, 10% Owner, Securities Exchange Act, Foresite Labs, Insider Trading