SCHEDULE: Baker Bros. Advisors Boosts Kymera Therapeutics Stake to 9.5% Following Public Offering

Baker Bros. Advisors and its affiliated funds have increased their beneficial ownership in Kymera Therapeutics, Inc. to 9.5% of outstanding common stock after participating in a recent public offering of shares and prefunded warrants.

Summary

• Baker Bros. Advisors LP, Baker Bros. Advisors (GP) LLC, Julian C. Baker, and Felix J. Baker (Reporting Persons) collectively beneficially own 6,666,540 shares of Kymera Therapeutics, Inc. common stock, representing 9.5% of the outstanding class.
• This Schedule 13D Amendment No. 2 updates the previously filed statement regarding their holdings in Kymera Therapeutics, Inc.
• Kymera Therapeutics, Inc. completed a public offering of 5,044,500 shares of common stock at a price of $44.00 per share and 655,500 prefunded warrants at $43.9999 per warrant, which closed on June 30, 2025.
• The Reporting Persons' affiliated funds, 667, L.P. and Baker Brothers Life Sciences, L.P., purchased a combined 655,500 shares of common stock and 655,500 prefunded warrants in the offering, utilizing their working capital.
• The prefunded warrants are exercisable at $0.0001 per share but are subject to a beneficial ownership limitation, currently preventing their exercise if it would result in ownership exceeding 4.99% of outstanding common stock, though this limit can be increased to 19.99% with 61 days' notice.
• Felix J. Baker, a managing member of the Adviser GP and a director on Kymera's Board, holds 32,000 stock options (15,111 vested as of sixty days following the filing date) and was granted an additional 16,000 stock options on June 25, 2025.
• The Funds and certain other investors entered into a Registration Rights Agreement on June 26, 2025, granting them certain resale registration rights for their securities, including the right to demand underwritten public offerings starting February 28, 2026.
• Felix Baker also entered into a lock-up agreement, restricting the sale of his shares from June 26, 2025, until September 24, 2025.

Sentiment

Score: 7

Explanation: The document indicates a significant institutional investor's increased stake and continued confidence in Kymera Therapeutics through participation in a capital raise. While there are limitations on warrant exercise, the overall tone suggests a strategic, long-term investment.

Positives

• Significant investment by a major institutional investor (Baker Bros. Advisors) indicates confidence in Kymera Therapeutics' prospects.
• Participation in the public offering provides additional capital to Kymera Therapeutics, supporting its operations and strategic initiatives.
• The Registration Rights Agreement provides a clear pathway for the Funds to potentially monetize their investment in the future, offering liquidity.

Negatives

• The Prefunded Warrants are not currently exercisable due to beneficial ownership limitations, which could restrict immediate flexibility for the holders.
• The lock-up agreement on Felix Baker's shares temporarily restricts his ability to sell, though this is a standard practice for public offerings.

Risks

• The Prefunded Warrants are subject to a Beneficial Ownership Limitation (currently 4.99%, adjustable to 19.99% with 61 days' notice), which prevents their immediate exercise and could limit the flexibility of the holders to convert them into common stock.
• Future sales of securities by the Reporting Persons or their affiliates could impact the stock price, as they may purchase or dispose of securities based on various factors including market conditions and the Issuer's business prospects.

Future Outlook

The Reporting Persons hold securities of the Issuer for investment purposes and may purchase additional securities or dispose of existing holdings in varying amounts and at varying times based on their ongoing assessment of factors such as the Issuer's business prospects, economic conditions, and market conditions. They may also engage in discussions with the Issuer's management and Board, potentially including suggestions regarding financing.

Industry Context

This filing reflects a significant institutional investor's continued commitment to Kymera Therapeutics, a biotechnology company. Such investments are common in the biotech sector, where companies often rely on public offerings and strategic investments to fund research, development, and clinical trials. The participation of a prominent life sciences investor like Baker Bros. Advisors can signal confidence in the company's pipeline and long-term potential within the competitive pharmaceutical and biotechnology landscape.

Corporate Governance

Related Party Transactions

• Felix J. Baker, a managing member of Baker Bros. Advisors (GP) LLC, serves on the Board of Kymera Therapeutics, Inc. and its Compensation Committee.
• The Funds (667, L.P. and Baker Brothers Life Sciences, L.P.), which are managed by Baker Bros. Advisors, purchased shares and prefunded warrants in the public offering.
• Felix J. Baker's director compensation (stock options) is directed to the Funds, aligning his pecuniary interest with the Funds' investment.

Stakeholder Impact

• Shareholders: The capital raise and increased stake by a prominent institutional investor could be viewed positively, signaling confidence and potentially stabilizing the share price. However, future sales by the Reporting Persons could introduce volatility.
• Company (Kymera Therapeutics): The capital raise provides additional funding for operations, research, and development, supporting the company's strategic objectives.
• Underwriters: Successfully completed the offering, earning commissions.

Next Steps

• The Issuer is obligated to file a resale registration statement on Form S-3 for the Registrable Securities held by the Funds, upon request, but not before February 28, 2026.
• The Funds have rights to conduct underwritten public offerings or block trades of their Registrable Securities, subject to specified limitations, for up to ten years following the Demand Effective Date.
• Felix J. Baker's 16,000 stock options will vest on the earlier of the first anniversary of the grant date (June 25, 2026) or the date of the 2026 annual meeting of stockholders.
• The Reporting Persons may purchase additional securities or dispose of existing securities in the future based on their ongoing assessments of various factors.

Key Dates

Recommendation

Keywords

Kymera Therapeutics, Baker Bros. Advisors, Schedule 13D, Public Offering, Common Stock, Prefunded Warrants, Beneficial Ownership, Registration Rights, Lock-Up Agreement, Biotechnology Investment, Institutional Investor