SCHEDULE: BVF Funds Adjust Kymera Therapeutics Stake to 8.5%

BVF Partners and affiliated entities have updated their beneficial ownership in Kymera Therapeutics, Inc. to 8.5% following an increase in the issuer's outstanding shares.

Summary

• BVF Partners L.P. and its affiliates, including Biotechnology Value Fund L P, Biotechnology Value Fund II LP, and Biotechnology Value Trading Fund OS LP, collectively reported beneficial ownership of 6,867,809 shares of Kymera Therapeutics, Inc. common stock.
• This aggregate ownership represents approximately 8.5% of the total shares outstanding, a change primarily driven by an increase in Kymera's outstanding shares.
• The total shares outstanding for Kymera Therapeutics, Inc. increased to 79,791,174 as of December 11, 2025, following an underwritten public offering that included 1,050,000 shares issued to underwriters.
• The reporting persons also hold 1,365,099 Pre-Funded Warrants, exercisable into an equal number of shares at an exercise price of $0.0001 per share, which do not expire.
• The acquisition of shares and pre-funded warrants was funded through working capital, potentially including margin loans.
• Gorjan Hrustanovic, a director, beneficially owns 100,190 shares underlying vested or soon-to-vest stock options, with an agreement to transfer economic benefits from these options to Partners.

Sentiment

Score: 5

Explanation: The filing is a routine disclosure of beneficial ownership changes, primarily driven by an increase in the issuer's outstanding shares. It does not contain new operational or financial performance data for Kymera Therapeutics, thus maintaining a neutral sentiment regarding the company's prospects.

Positives

• The continued significant stake held by BVF Partners and its affiliates, totaling 8.5%, indicates a sustained investment interest in Kymera Therapeutics.
• The Pre-Funded Warrants held by the reporting persons have a very low exercise price ($0.0001 per share) and no expiration date, providing long-term flexibility.

Negatives

• The filing itself does not present explicit negative financial or operational information about Kymera Therapeutics, as it primarily concerns ownership disclosure.

Risks

• The exercise of Pre-Funded Warrants is subject to a "Warrants Blocker" which prevents beneficial ownership from exceeding 9.99% of outstanding shares.
• Exercise of Pre-Funded Warrants may also be limited by the Hart-Scott-Rodino Act (HSR Act) notification threshold, requiring regulatory approval if exceeded.

Future Outlook

The filing does not contain specific forward-looking statements or guidance from Kymera Therapeutics, Inc. It primarily details the current beneficial ownership of BVF Partners and its affiliates.

Management Comments

• The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own.
• Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

Industry Context

This Schedule 13D amendment reflects an institutional investor's updated stake in a biotechnology company. Such filings are common in the biotech sector, where significant institutional ownership can signal confidence or strategic interest in a company's drug pipeline or technological platform. The increase in outstanding shares, mentioned as the reason for the amendment, suggests Kymera Therapeutics recently completed a capital raise, a frequent occurrence for development-stage biotech firms.

Comparison to Industry Standards

• The beneficial ownership of 8.5% by BVF Partners and its affiliates is a substantial stake, indicating a significant conviction in Kymera Therapeutics. For comparison, other major biotech investors like RA Capital Management or Orbimed often hold similar or larger positions in their portfolio companies, particularly in early to mid-stage biotechs.
• The use of Pre-Funded Warrants with a nominal exercise price is a common financing mechanism in the biotech industry, allowing investors to maintain a significant equity position while managing immediate capital outlay and avoiding certain ownership thresholds until exercise.
• The mention of the Hart-Scott-Rodino Act (HSR Act) threshold is standard for large institutional investments, as it governs pre-merger notification requirements for transactions exceeding certain values, ensuring regulatory oversight in significant acquisitions of voting securities.

Corporate Governance

Related Party Transactions

• Mr. Hrustanovic, a director, was awarded stock options for no consideration in connection with his Board service on multiple dates (August 20, 2020; June 16, 2021; June 15, 2022; June 15, 2023; June 18, 2024; June 25, 2025).
• Pursuant to an agreement between Partners and Mr. Hrustanovic, he is obligated to transfer the economic benefit received upon the sale of shares issuable from these stock options to Partners.

Stakeholder Impact

• Shareholders: The increase in outstanding shares due to a public offering could dilute existing shareholders, though it also indicates capital infusion for the company. The significant stake held by BVF Partners suggests continued institutional interest.
• Management/Board: Mr. Hrustanovic's stock options and the agreement to transfer economic benefits to Partners highlight a specific compensation structure and relationship between a director and a major investor.

Next Steps

• The 16,000 shares underlying stock options awarded to Mr. Hrustanovic on June 25, 2025, are expected to vest in full upon the earlier of June 25, 2026, or the date of the next annual meeting of the Issuer's stockholders.

Key Dates

Keywords

Kymera Therapeutics, Kym, Biotechnology Value Fund, BVF Partners, Schedule 13D, Beneficial Ownership, Pre-Funded Warrants, Biotechnology, SEC Filing, Institutional Investor