SCHEDULE: Carlyle Group's Stake in Phathom Pharmaceuticals Dips Below 5%

Carlyle Group and its affiliates reported their beneficial ownership in Phathom Pharmaceuticals, Inc. has fallen to 4.9% due to dilution from the issuer's stock issuances.

Summary

• Carlyle Group Inc. and its affiliated entities, including Abingworth LLP, reported a decrease in their beneficial ownership of Phathom Pharmaceuticals, Inc. common stock.
• The aggregate beneficial ownership now stands at 3,496,808 shares, representing 4.9% of the outstanding common stock.
• This reduction below the 5% threshold was solely due to dilution from Phathom Pharmaceuticals' issuance of additional common stock over time, not from any disposition of shares by the Reporting Persons.
• The calculation is based on 70,943,708 shares of common stock outstanding as of August 4, 2025, as disclosed in Phathom Pharmaceuticals' Form 10-Q filed on August 7, 2025.
• Abingworth Bioventures 8 LP is the record holder of 2,061,702 shares of Common Stock, and Abingworth Bioventures VII LP is the record holder of 1,435,106 shares of Common Stock.
• All reporting persons disclaim beneficial ownership of the securities, with Abingworth LLP having delegated investment and dispositive power.

Sentiment

Score: 5

Explanation: The filing is a factual disclosure of a change in beneficial ownership due to dilution, not a strategic move by the reporting entity to divest. It does not inherently signal positive or negative performance for the issuer, but rather a change in capital structure and shareholder concentration.

Positives

• The decrease in ownership was due to dilution from the issuer's stock issuances, not a sale by Carlyle/Abingworth, indicating they have not actively divested their position.
• The reporting persons certified that the securities were not acquired or held for the purpose of changing or influencing control of the issuer.

Negatives

• The reduction in percentage ownership, even if due to dilution, means a decreased proportional stake for the reporting entities in Phathom Pharmaceuticals.

Risks

• Future dilution from additional stock issuances by Phathom Pharmaceuticals could further reduce the percentage ownership of existing shareholders.

Future Outlook

There are no forward-looking statements or guidance provided in this ownership disclosure filing.

Management Comments

• 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 a change in an institutional investor's stake in a pharmaceutical company. Such changes are common in the biotech/pharma sector, where companies often raise capital through stock issuances to fund R&D and clinical trials, leading to dilution for existing shareholders.

Corporate Governance

Stakeholder Impact

• Shareholders: Existing shareholders experience dilution as the company issued more stock. The reduced percentage ownership by a major institutional investor could slightly alter the shareholder base dynamics.
• Reporting Persons (Carlyle/Abingworth): Their proportional stake in Phathom Pharmaceuticals has decreased, but they retain a significant, albeit sub-5%, investment.

Key Dates

Recommendation

This filing is a routine disclosure of a change in beneficial ownership due to dilution, not a direct indicator of the issuer's operational performance or future prospects. While the reduction below 5% by a major institutional investor is notable, it was not due to a divestment by the investor. Therefore, it does not provide sufficient new information to warrant a change from a 'hold' position, as the underlying investment thesis for Phathom Pharmaceuticals remains unchanged by this specific disclosure. Investors should consider the broader context of Phathom's financial health and strategic initiatives.

Keywords

Phathom Pharmaceuticals, Carlyle Group, Abingworth, SEC filing, Schedule 13G, beneficial ownership, common stock, dilution, institutional investor, biotech, pharmaceutical