SCHEDULE: NEA Entities Reduce Stake in Gossamer Bio to 1.7%

Growth Equity Opportunities 18 VGE, LLC and affiliated entities have significantly reduced their beneficial ownership in Gossamer Bio, Inc. through recent open market sales.

Summary

• Growth Equity Opportunities 18 VGE, LLC (GEO) and its affiliated entities, including NEA 18 Venture Growth Equity, L.P., NEA Partners 18 VGE, L.P., and NEA 18 VGE GP, LLC, along with several individual managers, filed an Amendment No. 1 to their Schedule 13D.
• The filing reports that on February 23, 2026, GEO completed open market sales of 17,093,034 shares of Gossamer Bio, Inc. Common Stock.
• The shares were sold at a weighted average price of $0.3906 per share, with individual sale prices ranging from $0.3320 to $0.6363 per share.
• Following these transactions, the Reporting Persons beneficially own an aggregate of 4,065,134 shares of Common Stock, which includes 1,000,000 record shares and 3,065,134 shares underlying GEO Warrants.
• This aggregate beneficial ownership represents 1.7% of Gossamer Bio, Inc.'s outstanding Common Stock, calculated based on 234,521,381 shares outstanding as of October 31, 2025, plus the GEO Warrants.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a moderately negative development. While a Schedule 13D/A is a routine disclosure, the substantial reduction in stake by a prominent venture capital firm at relatively low prices suggests a bearish outlook from a key investor.

Negatives

• A significant reduction in stake by a major institutional investor (NEA entities) could signal a lack of confidence in the company's near-term prospects or a strategic reallocation of capital.
• The sale of 17,093,034 shares at a weighted average price of $0.3906, with some sales as low as $0.3320, suggests a willingness to exit at relatively low valuations.

Risks

• The substantial sale of shares by a significant investor group could exert downward pressure on Gossamer Bio's stock price due to increased supply and potential negative market sentiment.
• A reduced institutional stake might decrease the company's visibility or attractiveness to other large investors.

Future Outlook

The filing does not contain any forward-looking statements or guidance from the company or the reporting persons regarding Gossamer Bio, Inc.'s future operations or financial performance.

Industry Context

StockSavvy.ai notes that significant reductions in stake by venture capital firms like New Enterprise Associates (NEA) in biotechnology companies can sometimes precede or coincide with challenging periods for the underlying company, especially if the sales occur at lower price points. This move by NEA entities could be interpreted by the market as a strategic exit or a re-evaluation of Gossamer Bio's long-term potential, potentially influencing other institutional investors' perceptions.

Comparison to Industry Standards

• The sale of a substantial block of shares by a venture capital firm is a common occurrence as investment horizons mature or strategic objectives shift. However, the weighted average sale price of $0.3906, particularly with a low end of $0.3320, is notably low for a biotech company, which often see higher valuations even in early stages or during periods of clinical development.
• Compared to other biotech companies where major investors maintain or increase stakes, this reduction by NEA entities in Gossamer Bio suggests a different investment thesis or a decision to reallocate capital to other opportunities within their portfolio, such as those seen in recent investments by other large VCs in companies like ElevateBio or Flagship Pioneering's ventures, which often involve maintaining significant, long-term positions.

Legal Proceedings

• None of the Reporting Persons have been convicted in a criminal proceeding or been a party to a civil proceeding ending in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the five years prior to the filing date.

Stakeholder Impact

• Shareholders: May experience negative sentiment and potential downward pressure on stock price due to the significant sale by a major investor.
• Management: Could face increased scrutiny regarding the company's performance and future strategy following a major investor's reduced confidence.

Next Steps

• The SEC may request full information regarding the number of shares sold at each separate price within the reported range, which GEO undertakes to provide.

Key Dates

Recommendation

The significant reduction in stake by a major institutional investor like NEA, particularly at a low weighted average price, suggests a lack of conviction in Gossamer Bio's future performance. This action by a sophisticated investor could signal underlying concerns or a strategic exit, which typically precedes further downward pressure on the stock. A seasoned investor would likely interpret this as a negative signal and consider reducing or exiting their position.

Keywords

Gossamer Bio, NEA, Schedule 13D/A, Stock Sales, Institutional Ownership, Biotechnology, Equity, Venture Capital