SCHEDULE: Fairmount Funds Disclose Spyre Therapeutics Lock-Up

Fairmount Funds Management and related parties filed an amended Schedule 13D, reporting a 60-day lock-up agreement on Spyre Therapeutics shares following a public offering.

Summary

• This is Amendment No. 5 to the Schedule 13D for Spyre Therapeutics, Inc.
• The reporting persons are Fairmount Funds Management LLC, Fairmount Healthcare Fund II L.P., Peter Harwin, and Tomas Kiselak.
• The amendment's primary purpose is to report the Reporting Persons' entry into a lock-up agreement in connection with Spyre Therapeutics' underwritten public offering that closed on October 15, 2025.
• Fairmount Healthcare Fund II L.P. agreed to a customary 60-day lock-up, restricting the sale of Spyre Therapeutics securities without the consent of the underwriters.
• The reporting persons did not purchase any securities in the public offering.
• Fairmount Funds Management LLC and Fairmount Healthcare Fund II L.P. beneficially own an aggregate of 7,272,341 shares, representing 8.99% of the common stock.
• Peter Harwin and Tomas Kiselak beneficially own an aggregate of 8,106,882 shares, representing 9.99% of the common stock.
• Beneficial ownership calculations are subject to a 9.99% limitation on the conversion of preferred stock.

Sentiment

Score: 6

Explanation: The filing is largely procedural, reporting a standard lock-up agreement following a public offering. The lock-up itself is a positive for market stability, but the filing doesn't contain new operational or financial news about the company. The beneficial ownership percentages remain stable, indicating no significant change in the reporting persons' stake.

Positives

• The lock-up agreement indicates a commitment from a significant shareholder (Fairmount Healthcare Fund II L.P.) not to sell shares for 60 days, potentially reducing selling pressure post-offering and contributing to market stability.

Negatives

• The lock-up agreement restricts the liquidity of Fairmount Healthcare Fund II L.P.'s holdings for 60 days, limiting their ability to react to market changes during this period.

Future Outlook

The lock-up agreement will be in effect for 60 days from October 15, 2025, restricting the sale of Spyre Therapeutics securities by Fairmount Healthcare Fund II L.P. without the consent of the underwriters.

Industry Context

Lock-up agreements are a standard practice in underwritten public offerings. They are designed to prevent immediate selling pressure from existing shareholders, thereby supporting the stability of the stock price post-offering and ensuring an orderly market for newly offered shares.

Comparison to Industry Standards

• A 60-day lock-up period is a common duration for such agreements in public offerings, aligning with typical market practices to provide a period of price stability after a capital raise.

Stakeholder Impact

• Shareholders: The lock-up agreement may provide short-term price stability by preventing a significant shareholder from selling shares immediately after the public offering.
• Underwriters: The lock-up agreement protects the underwriters by reducing the risk of immediate selling pressure from a major shareholder, facilitating an orderly market for the newly issued shares.

Next Steps

• The lock-up agreement restricting sales by Fairmount Healthcare Fund II L.P. will expire 60 days from October 15, 2025.

Key Dates

Recommendation

This filing is a routine update regarding a lock-up agreement following a public offering and does not contain new information about the company's operational performance, strategic direction, or financial health that would warrant a change in investment recommendation. The lock-up is a standard practice that provides some short-term stability but does not fundamentally alter the investment thesis.

Keywords

Spyre Therapeutics, Fairmount Funds, Schedule 13D, beneficial ownership, lock-up agreement, public offering, common stock, Series A Preferred Stock, SEC filing, investment management