Form 4: OrbiMed Entities Reduce Keros Therapeutics Stake

OrbiMed Advisors and related entities disposed of over 214,000 shares of Keros Therapeutics common stock at $17.75 per share in connection with a tender offer.

Summary

• OrbiMed Advisors LLC, OrbiMed Capital GP VII LLC, and OrbiMed Genesis GP LLC, collectively reporting as 10% owners and having a director on the board, reported changes in their beneficial ownership of Keros Therapeutics, Inc. common stock.
• On November 21, 2025, the reporting persons disposed of a total of 214,522 shares of common stock.
• The disposals occurred at a price of $17.75 per share.
• The transactions were made in connection with Keros Therapeutics' completion of a cash tender offer.
• Following these transactions, OrbiMed Private Investments VII, LP (OPI VII) indirectly beneficially owns 759,155 shares.
• OrbiMed Genesis Master Fund, L.P. (Genesis) indirectly beneficially owns 45,057 shares.
• OrbiMed Advisors LLC, OrbiMed Capital GP VII LLC, and OrbiMed Genesis GP LLC jointly filed this report.

Sentiment

Score: 5

Explanation: The filing is a factual report of an insider transaction related to a tender offer, which is a neutral corporate event rather than an indicator of operational performance or strategic shift.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding Keros Therapeutics, Inc.'s future performance or strategic direction.

Management Comments

• OrbiMed Advisors LLC, OrbiMed Capital GP VII LLC, and OrbiMed Genesis GP LLC each disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, except to the extent of their pecuniary interest therein, if any.
• The reporting persons have designated a representative, Carl L. Gordon, a member of OrbiMed Advisors, to serve on the Issuer's board of directors.

Industry Context

This filing reports an insider transaction related to a specific corporate action (tender offer) and does not provide broader insights into industry trends or competitive landscape. It reflects a change in a significant institutional investor's stake in Keros Therapeutics.

Related Party Transactions

• OrbiMed Advisors LLC, OrbiMed Capital GP VII LLC, and OrbiMed Genesis GP LLC, which are 10% owners and have a director (Carl L. Gordon) on Keros Therapeutics' board, disposed of shares in connection with the Issuer's cash tender offer. This constitutes a transaction involving a related party.

Stakeholder Impact

• Shareholders: A reduction in the stake held by a significant institutional investor like OrbiMed could be noted by the market, although the context of a tender offer suggests it's not a discretionary sale based on negative sentiment.
• Company: The tender offer itself impacts the company's capital structure and share count, but this filing specifically details the related party's participation.

Key Dates

Keywords

Keros Therapeutics, KROS, OrbiMed, Form 4, Insider Transaction, Beneficial Ownership, Tender Offer, Stock Disposal