Form 4: Fairmount Funds Boosts Stake in Crescent Biopharma

Fairmount Funds Management and related entities increased their beneficial ownership in Crescent Biopharma, acquiring ordinary shares and pre-funded warrants.

Summary

• Fairmount Funds Management LLC, Fairmount Healthcare Fund II L.P., Tomas Kiselak, and Peter Evan Harwin reported an increase in their beneficial ownership of Crescent Biopharma, Inc. (CBIO).
• On December 4, 2025, 1,360,000 ordinary shares were acquired at a price of $13.41 per share.
• Following this transaction, Fairmount Healthcare Fund II L.P. indirectly beneficially owns 2,747,866 ordinary shares.
• Additionally, 131,434 pre-funded warrants were acquired with a conversion price of $0.001 and a derivative security price of $13.409.
• These warrants represent the right to buy 131,434 ordinary shares and have no expiration date, exercisable at any time, subject to a 9.99% beneficial ownership limit post-exercise.
• Fairmount Healthcare Fund II L.P. indirectly beneficially owns 1,768,140 pre-funded warrants after the transaction.
• The transactions were made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 7

Explanation: The sentiment is positive due to significant insider buying by a major institutional investor and director, indicating strong confidence in the company's value and future prospects. The acquisition of both shares and warrants suggests a belief in long-term growth potential.

Positives

• Significant insider buying by a 10% owner and director (Fairmount Funds Management LLC and related individuals) indicates confidence in the company's future prospects.
• The acquisition of both ordinary shares and pre-funded warrants suggests a long-term investment strategy and belief in potential upside.
• The transactions were executed under a Rule 10b5-1(c) plan, indicating a pre-arranged, non-discretionary purchase.

Future Outlook

The filing does not provide explicit forward-looking statements or guidance, but the significant insider purchases by a major investor and director may signal an optimistic internal view of the company's future prospects.

Management Comments

• Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. The managers of Fairmount are Peter Harwin and Tomas Kiselak.
• Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
• Fairmount may be deemed a director by deputization of Issuer by virtue of the fact that Peter Harwin serves on the board of directors of the Issuer and is a manager of Fairmount.

Industry Context

This Form 4 filing reflects an investment decision by a specialized healthcare fund in a biopharma company. Such insider purchases can be seen as a vote of confidence in the company's pipeline or strategic direction within the competitive biopharmaceutical industry, where R&D success and market adoption are critical.

Corporate Governance

Related Party Transactions

• The transactions involve Fairmount Funds Management LLC, its related fund Fairmount Healthcare Fund II L.P., and its managers Peter Harwin and Tomas Kiselak, who are also directors or deemed directors of Crescent Biopharma. These are considered related party transactions due to their dual roles.

Stakeholder Impact

• Shareholders: May view the significant insider buying as a positive signal, potentially increasing investor confidence and demand for the stock.
• Management: The increased stake by a director and major investor could reinforce strategic alignment and long-term commitment.

Next Steps

• The pre-funded warrants are exercisable at any time after issuance, subject to beneficial ownership limits.

Key Dates

Recommendation

The substantial insider buying by Fairmount Funds Management LLC, a 10% owner and director (by deputization), and its key personnel (Tomas Kiselak and Peter Harwin) at a price of $13.41 per share, coupled with the acquisition of pre-funded warrants, represents a strong vote of confidence in Crescent Biopharma's future. Such significant purchases by informed insiders often precede positive developments or reflect a belief that the stock is undervalued. This action suggests a favorable outlook from those with deep knowledge of the company, making it a compelling 'buy' signal for investors.

Keywords

Crescent Biopharma, CBIO, Fairmount Funds Management, Insider Buying, Form 4, Beneficial Ownership, Ordinary Shares, Pre-Funded Warrants, Biopharma Investment, Institutional Investor