SCHEDULE: Sofinnova Reduces Vera Therapeutics Stake Below 5%

Sentiment:

Beneficial Ownership Amendment 5 March 2026 6:11 AM

Sofinnova Venture Partners X and affiliated entities have reduced their beneficial ownership in Vera Therapeutics, Inc. to below 5% due to dilution and open market sales.

Capital raiseThe Issuer conducted a February 2023 Follow-on Offering of 14,285,175 shares, in which SVP X purchased 285,714 shares at $7.00 per share.The Issuer conducted a January 2024 Follow-on Offering of 8,064,517 shares, in which SVP X purchased 161,290 shares at $31.00 per share.The Issuer's sales of additional shares of Common Stock from time to time since the original filing caused dilution, contributing to the Reporting Persons' reduced percentage ownership.

Worse than expectedThe Reporting Persons, including Sofinnova Venture Partners X, have reduced their aggregate beneficial ownership in Vera Therapeutics, Inc. to below 5% as of September 30, 2025.SVP X executed substantial open market sales of Vera Therapeutics Common Stock in March 2024, totaling approximately $34.33 million across multiple transactions.The reduction in ownership is partly due to dilution from the Issuer's additional share sales and active divestment by SVP X.

Summary

Sofinnova Venture Partners X, L.P. (SVP X) and its affiliates, including Dr. James I. Healy and Dr. Maha Katabi, are no longer beneficial owners of more than 5% of Vera Therapeutics, Inc. Common Stock as of September 30, 2025.
The aggregate beneficial ownership for most reporting persons is 2,793,987 shares, representing 3.9% of the class.
Dr. Maha Katabi beneficially owns 2,847,837 shares, representing 4.0% of the class, which includes 53,850 shares from exercisable stock options.
The decrease in percentage ownership is attributed to dilution from Vera Therapeutics' sales of additional shares and significant open market sales by SVP X.
The percentage ownership calculations are based on 71,355,667 shares of Common Stock outstanding as of February 23, 2026.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a slightly negative development given the significant open market sales by a major institutional investor and the reduction of their stake below the 5% threshold, signaling a potential shift in their investment strategy for Vera Therapeutics.

Positives

Dr. Maha Katabi, a managing member of Sofinnova Management X-A, L.L.C., continues to serve as a director of Vera Therapeutics, Inc., indicating ongoing strategic involvement.
Katabi has been granted additional stock options by the Issuer on multiple occasions, demonstrating continued alignment with the company's long-term performance.

Negatives

Sofinnova Venture Partners X and its affiliates have ceased to be beneficial owners of more than 5% of Vera Therapeutics, Inc. Common Stock as of September 30, 2025.
SVP X conducted significant open market sales of Common Stock in March 2024, totaling 834,459 shares for approximately $34.33 million.
The reporting persons' ownership percentage has been diluted over time due to the Issuer's sales of additional shares of Common Stock.

Risks

Future actions of the Reporting Persons, including potential acquisitions or sales, are dependent on factors such as the price levels of Common Stock, general market and economic conditions, and the Issuer's business, financial condition, operations, and prospects.
The relative attractiveness of alternative business and investment opportunities could influence the Reporting Persons' decision to further reduce or increase their stake in Vera Therapeutics, Inc.

Future Outlook

The Reporting Persons hold their securities for investment purposes and may, from time to time, acquire additional shares, retain, or sell all or a portion of their holdings. Future actions will depend on factors such as stock price levels, market conditions, and the Issuer's business prospects.

Management Comments

The Reporting Persons hold their securities of the Issuer for investment purposes.
Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, among other things, the price levels of the Common Stock, general market and economic conditions, ongoing evaluation of the Issuer's business, financial condition, operations and prospects; the relative attractiveness of alternative business and investment opportunities, and other future developments.

Industry Context

StockSavvy.ai notes this filing is a routine disclosure of beneficial ownership changes and does not contain information for industry-specific analysis or comparisons. The reduction in stake by a venture capital firm like Sofinnova is a common occurrence as companies mature or as part of portfolio rebalancing, but the specific reasons are not detailed beyond dilution and investment strategy.

Comparison to Industry Standards

This filing is a regulatory disclosure of beneficial ownership changes and does not provide performance metrics or operational results that would allow for direct comparison to industry standards or specific comparable companies/projects.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Lock-Up Agreements	SVP X and Katabi entered into various lock-up agreements with underwriters in connection with the Issuer's IPO and subsequent follow-on offerings, restricting sales of Common Stock for specified periods.	Varies by offering (e.g., 180 days post-IPO, 60 days post-Feb 2023 offering, 45/60 days post-Jan 2024 offering)	Restricts immediate liquidity for Reporting Persons post-offerings, aligning interests with offering stability.
Investors' Rights Agreement	SVP X is a party to a Second Amended and Restated Investors' Rights Agreement, granting rights to demand or request registration of its Common Stock.	October 29, 2020	Provides SVP X with mechanisms to facilitate future sales of its holdings through registered offerings.
Indemnification Agreement	Dr. Maha Katabi, as a director, entered into an Indemnification Agreement with the Issuer.	Not specified, but in connection with directorship	Protects Katabi from certain liabilities arising from her service as a director.

Related Party Transactions

SVP X participated in the Issuer's initial public offering and subsequent follow-on offerings, purchasing shares directly from the Issuer.
Dr. Maha Katabi, a managing member of SM X LLC and a director of the Issuer, was granted stock options by the Issuer on multiple occasions.

Stakeholder Impact

Shareholders: The reduction of a significant institutional investor's stake below 5% could be perceived negatively, potentially signaling a decrease in conviction or a portfolio rebalancing. The substantial open market sales by SVP X could add selling pressure.
Management: Continued involvement of Dr. Katabi as a director, along with new stock options, suggests ongoing alignment, despite the overall reduction in the affiliated entity's ownership percentage.

Next Steps

Reporting Persons may acquire additional Common Stock.
Reporting Persons may retain or sell all or a portion of their Common Stock holdings.
Reporting Persons may distribute Common Stock to their respective members or limited partners.

Key Dates

Date	Description
October 29, 2020	SVP X purchased 25,346,400 shares of Series C Preferred Stock from the Issuer at $0.5918 per share.
May 7, 2021	Reverse stock split of Common Stock effected by the Issuer.
May 13, 2021	Issuer granted Katabi a stock option to purchase 9,925 shares at $11.00 per share, expiring May 12, 2031.
May 17, 2021	Issuer's Prospectus filed for initial public offering, in connection with which SVP X purchased 727,272 shares at $11.00 per share.
February 10, 2022	SVP X purchased 266,666 shares in open market at $15.00 per share.
May 24, 2022	Issuer granted Katabi a stock option to purchase 9,925 shares at $16.14 per share, expiring May 23, 2032.
February 2, 2023	Issuer filed 2023 Prospectus Supplement for February 2023 Follow-on Offering, in which SVP X purchased 285,714 shares at $7.00 per share.
May 10, 2023	Issuer granted Katabi a stock option to purchase 20,000 shares at $7.70 per share, expiring May 9, 2033.
January 30, 2024	Issuer filed 2024 Prospectus Supplement for January 2024 Follow-on Offering, in which SVP X purchased 161,290 shares at $31.00 per share.
March 21, 2024	SVP X sold 32,756 shares at a weighted average price of $43.00, 21,918 shares at $44.00, 12,617 shares at a weighted average price of $45.52, and 13,718 shares at a weighted average price of $46.18 in open market sales.
March 22, 2024	SVP X sold 413,450 shares at a weighted average price of $40.51 in open market sales.
March 25, 2024	SVP X sold 340,000 shares at a weighted average price of $40.50 in open market sales.
May 15, 2024	Issuer granted Katabi a stock option to purchase 14,000 shares at $42.69 per share, expiring May 14, 2034.
May 14, 2025	Issuer granted Katabi a stock option to purchase 14,000 shares at $21.19 per share, expiring May 13, 2035.
September 30, 2025	Reporting Persons ceased to be beneficial owners of more than five percent (5%) of the Issuer's Common Stock.
December 10, 2025	Date of event requiring filing, related to Issuer's Form 424(b)(5) reporting outstanding Common Stock.
February 23, 2026	Date for which 71,355,667 shares of Common Stock outstanding were reported in Issuer's Form 10-K.
March 5, 2026	Date of filing of this Amendment No. 5 to Schedule 13D.

Recommendation

hold

While the reduction in Sofinnova's stake below 5% and significant sales by SVP X are notable, this filing primarily reflects a change in beneficial ownership and portfolio management rather than a direct commentary on the Issuer's current operational performance or future prospects. Dr. Katabi's continued directorship and new option grants suggest ongoing, albeit reduced, strategic interest. Investors should monitor future disclosures and company performance for a more comprehensive view before making definitive buy or sell decisions.

Keywords

Vera Therapeutics, Sofinnova Venture Partners, Schedule 13D, Beneficial Ownership, Stock Sales, Dilution, Biotechnology Investment, Venture Capital, SEC Filing, VRTA

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