SCHEDULE: Fresenius Ownership in Humacyte Dips to 9.9%

Fresenius Medical Care AG's beneficial ownership in Humacyte, Inc. decreased to 9.9% due to an increase in Humacyte's outstanding shares following a recent offering.

Summary

• Fresenius Medical Care AG (FME AG) and Fresenius Medical Care Holdings, Inc. (FMCH) reported a beneficial ownership of 18,312,735 shares of Humacyte, Inc. common stock.
• This represents approximately 9.9% of Humacyte's outstanding voting shares.
• The percentage beneficial ownership decreased from 11.8% (as reported in Amendment No. 4) to 9.9%.
• The decrease is solely attributed to an increase in Humacyte's outstanding shares, which totaled 184,778,911 as of October 8, 2025, following an offering detailed in a Prospectus Supplement dated October 6, 2025.
• Neither FME AG nor FMCH has disposed of or acquired any shares of Humacyte's Common Stock since their initial Schedule 13D filing in September 2021.
• FME AG announced the appointment of Joseph E. (Joe) Turk as a member of its Management Board, effective January 1, 2026, to serve as Chief Executive Officer of the Care Enablement segment, succeeding Dr. Katarzyna Mazur-Hofsaess.

Sentiment

Score: 5

Explanation: The filing is largely neutral, reporting a factual change in beneficial ownership percentage due to dilution from a known offering. While dilution is a slight negative for existing shareholders, it's an expected outcome of capital raising and not indicative of operational issues.

Positives

• FME AG and FMCH have maintained their absolute shareholding of 18,312,735 shares in Humacyte since September 2021, indicating continued investment.

Negatives

• The beneficial ownership percentage for FME AG and FMCH in Humacyte decreased from 11.8% to 9.9%, indicating dilution for existing shareholders due to Humacyte's recent share offering.

Risks

• Existing shareholders of Humacyte, including FME AG and FMCH, face dilution of their ownership percentage when the company issues new shares, as observed with the decrease from 11.8% to 9.9%.

Future Outlook

The filing primarily details a change in beneficial ownership percentage due to Humacyte's recent share offering. For FME AG, Joseph E. (Joe) Turk is set to join the Management Board as CEO of the Care Enablement segment, effective January 1, 2026.

Industry Context

The decrease in a major shareholder's percentage ownership due to an increase in outstanding shares is a common occurrence in growth-oriented companies, particularly in the biotechnology or medical device sectors like Humacyte, as they often raise capital through equity offerings to fund research, development, or commercialization efforts. This dilution is a standard consequence of such capital-raising activities.

Management Changes

Stakeholder Impact

• Shareholders of Humacyte, Inc. experienced dilution of their percentage ownership due to the increase in outstanding shares from the recent offering.

Next Steps

• Joseph E. (Joe) Turk will assume his role as CEO of the Care Enablement segment on FME AG's Management Board effective January 1, 2026.

Key Dates

Recommendation

This filing is a routine update on a major shareholder's beneficial ownership percentage, primarily reflecting dilution from a previously announced share offering by Humacyte. It does not provide new operational or financial performance data for Humacyte that would warrant a change in investment recommendation. The management change mentioned pertains to Fresenius Medical Care AG, not Humacyte. Therefore, a 'hold' recommendation is appropriate as this filing alone does not present a compelling reason to buy or sell Humacyte stock.

Keywords

Humacyte, Fresenius Medical Care, Schedule 13D, beneficial ownership, common stock, dilution, share offering, management change