SCHEDULE: Farallon Capital Reports Sub-5% Stake in GRAIL

Farallon Capital and its affiliates reported a beneficial ownership of less than 5% in GRAIL, Inc. as of November 4, 2025, following a brief period above the 5% threshold due to warrant acquisitions and subsequent sales.

Summary

• Farallon Capital and its affiliated entities, including various limited partnerships and their general partners, collectively reported their beneficial ownership in GRAIL, Inc. common stock.
• On October 21, 2025, the reporting persons acquired 571,021 Pre-Funded Common Stock Purchase Warrants, which resulted in their aggregate beneficial ownership exceeding 5% of GRAIL's outstanding common stock.
• By November 4, 2025, through sales of shares, the aggregate beneficial ownership of the reporting persons in GRAIL, Inc. decreased to less than 5% of the outstanding shares.
• As of November 4, 2025, the Farallon Funds held an aggregate of 1,376,663 Shares and 571,021 Warrants, each exercisable for one Share.
• The total number of GRAIL, Inc. shares outstanding used for percentage calculation is 38,801,968.
• Farallon Partners, L.L.C. reported beneficial ownership of 1,911,582 shares, representing 4.9% of the class.
• Farallon Healthcare Partners Master, L.P. reported beneficial ownership of 1,157,186 shares, representing 2.9% of the class.
• Several individual managing members and senior managing members of Farallon entities, including Joshua J. Dapice, Philip D. Dreyfuss, and Hannah E. Dunn, each reported shared beneficial ownership of 1,947,684 shares, representing 4.9% of the class.
• The Schedule 13G filing was submitted late due to an inadvertent administrative error.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the explicit mention of a late filing caused by an administrative error and the reduction of beneficial ownership below the 5% threshold through sales, which could be interpreted as a divestment signal, despite the disclaimer of not seeking control.

Negatives

• The Schedule 13G filing was submitted late due to an inadvertent administrative error.

Risks

• Potential regulatory scrutiny or penalties for the late filing of the Schedule 13G.

Future Outlook

NA

Management Comments

• This constitutes a late filing due to inadvertent administrative error.
• The securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §§ 240.14a-11.

Industry Context

This filing reflects routine institutional investment activity where a fund manager, Farallon Capital, adjusted its stake in a public company, GRAIL, Inc. The brief period of exceeding the 5% threshold and subsequent reduction to below 5% is a common occurrence for active investment funds managing multiple portfolios. The late filing, however, is an administrative anomaly.

Stakeholder Impact

• Shareholders: The reduction in Farallon Capital's stake below 5% might lead to questions about the firm's long-term view on GRAIL, Inc., potentially influencing other investors' perceptions.
• Regulatory Authorities: The late filing due to administrative error could draw attention from the SEC, potentially leading to inquiries or minor penalties.

Key Dates

Keywords

GRAIL Inc., Farallon Capital, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, Institutional Investor, SEC Filing, Equity Stake