SCHEDULE: Mithril Funds Reduce Fractyl Health Stake to 4.7%

Mithril LP and affiliated entities, including Ajay Royan and Peter Thiel, reported a decrease in their aggregate beneficial ownership of Fractyl Health, Inc. common stock to 4.7% due to the issuer's recent share sales.

Summary

• Mithril LP and its affiliated entities, including Mithril GP LP, Mithril II LP, Mithril II GP LP, Mithril II UGP LLC, Ajay Royan, and Peter Thiel, filed an Amendment No. 1 to their Schedule 13G.
• The filing reports a decrease in their aggregate beneficial ownership of Fractyl Health, Inc. common stock.
• The decrease in percentage ownership resulted from Fractyl Health, Inc.'s sales of additional shares of its Common Stock, which diluted the reporting persons' stake.
• As of December 31, 2025, Ajay Royan beneficially owns 6,460,102 shares, representing 4.7% of the outstanding common stock. This includes 47,901 shares with sole voting/dispositive power and 6,412,201 shares with shared voting/dispositive power.
• Peter Thiel beneficially owns 6,412,201 shares, representing 4.7% of the outstanding common stock, all with shared voting/dispositive power.
• Mithril LP and Mithril GP LP each beneficially own 5,160,301 shares, representing 3.8% of the outstanding common stock.
• Mithril II LP, Mithril II GP LP, and Mithril II UGP LLC each beneficially own 1,251,900 shares, representing 0.9% of the outstanding common stock.
• The percentages are based on 137,044,440 shares of Fractyl Health, Inc. common stock outstanding as of October 31, 2025, as reported in the Issuer's Form 10-Q filed on November 12, 2025.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive for the issuer, as it confirms a successful capital raise. For the reporting persons, it reflects a dilution of their stake, which is a neutral consequence of the issuer's financing activities.

Positives

• The issuer, Fractyl Health, Inc., successfully sold additional shares of its common stock, indicating a capital raise.

Negatives

• The reporting persons' aggregate percentage of beneficial ownership in Fractyl Health, Inc. decreased due to dilution from the issuer's share sales.

Risks

• Existing shareholders, including the reporting persons, experienced dilution of their ownership percentage due to the issuer's sale of additional common stock.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding Fractyl Health, Inc.'s future performance or strategic direction.

Industry Context

StockSavvy.ai notes that a decrease in a significant investor's percentage ownership, even if due to issuer-led capital raises, can sometimes signal a shift in investor confidence or simply be a consequence of the company's growth strategy requiring additional capital. For a biotech or health tech company like Fractyl Health, Inc., capital raises are common for funding R&D and clinical trials, and dilution is an expected part of the growth process.

Comparison to Industry Standards

• This filing is a standard disclosure of beneficial ownership change and does not provide financial or operational results for direct comparison to industry benchmarks or specific comparable companies/projects.

Related Party Transactions

• Ajay Royan, a reporting person, is also a director of Fractyl Health, Inc. His beneficial ownership includes shares from stock options granted in his capacity as a director.
• The investment decisions for the shares held by Mithril I and Mithril II are made by investment committees where Ajay Royan and Peter Thiel are members.

Stakeholder Impact

• Shareholders: Existing shareholders, including the reporting persons, experienced dilution of their ownership percentage due to the issuance of new shares by Fractyl Health, Inc.
• Company (Fractyl Health, Inc.): The company successfully raised capital through the sale of additional common stock, which can support its operations and strategic initiatives.

Key Dates

Recommendation

The filing primarily reports a change in beneficial ownership due to the issuer's capital raise, rather than new operational or financial performance data. While the capital raise is a positive for the company's funding, the dilution for existing shareholders is a neutral consequence. Without further information on the terms of the capital raise or the company's current financial health and prospects, a 'hold' recommendation is appropriate, maintaining current positions while awaiting more comprehensive updates.

Keywords

Fractyl Health, Mithril LP, Mithril GP, Mithril II, Ajay Royan, Peter Thiel, Schedule 13G, beneficial ownership, common stock, dilution, capital raise, SEC filing