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Alumis Inc. Form 13D/A Filing Analysis: Institutional Investor Implications

#institutional_investment #sec_filings #schedule_13d #biotech #ownership_analysis #shareholder_activity #venture_capital
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January 13, 2026

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Alumis Inc. Form 13D/A Filing Analysis: Institutional Investor Implications

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Based on my comprehensive research of SEC filings, I have identified the recent Form 13D/A filings for Alumis Inc. (NASDAQ: ALMS) and can provide a detailed analysis of their implications for institutional investors.


Alumis Inc. Form 13D/A Filing Analysis: Institutional Investor Implications
Overview of Recent Filings

Alumis Inc. has recently experienced significant shareholder activity reflected in multiple Schedule 13D and 13G filings. The most recent and significant filing is

Amendment No. 3 to Schedule 13D
, filed on
January 12, 2026
by Foresite Capital and affiliated entities [0].


Foresite Capital Group: Major Shareholder Activity

The Foresite Capital group, led by James B. Tananbaum, is the largest beneficial owner of Alumis Inc. stock. The January 12, 2026 amendment reveals critical changes:

Current Ownership Structure (as of January 8, 2026)
Reporting Person Shares Owned Ownership % Voting Power
James B. Tananbaum (aggregate) 16,189,804 14.1% Shared/Sole
Foresite Capital Fund V, L.P. 5,702,536 5.0% Sole
Foresite Capital Management V, LLC 5,896,995 5.1% Sole
Foresite Capital Fund VI, L.P. 4,247,670 3.7% Sole
Foresite Capital Opportunity Fund V, L.P. 2,908,332 2.5% Sole

Percentages based on 114,824,231 total outstanding shares [0].

Key Changes Reported in Amendment No. 3
  1. Dilution Adjustment
    : The Foresite group’s aggregate ownership percentage decreased by over 1% due to Alumis’ issuance of additional common stock through its January 2026 follow-on offering.

  2. New Share Acquisitions in Follow-On Offering
    :

    • Foresite Capital Fund V, L.P.
      purchased
      117,647 shares
      at $17.00/share (approximately $2.0 million)
    • Foresite Capital Opportunity Fund V, L.P.
      purchased
      294,117 shares
      at $17.00/share (approximately $5.0 million) [0]

Samsara BioCapital: Board Representation and Ownership

A second significant institutional investor group is

Samsara BioCapital
, led by Managing General Partner
Dr. Srinivas Akkaraju
, who serves on Alumis’ Board of Directors.

Ownership Structure (November 2025 Filing)
Reporting Person Shares Owned Ownership %
Srinivas Akkaraju (aggregate) 5,134,991 5.3%
Samsara BioCapital, L.P. 4,491,731 4.6%
Samsara Opportunity Fund, L.P. 643,260 0.7%

Based on 97,208,495 outstanding shares [0].

Notable Activity
  • On November 13, 2025, Samsara Opportunity Fund purchased 276,179 shares from Samsara BioCapital at $5.25/share in a private transaction
  • The group engaged in open market sales of 33,460 shares at $5.28/share for limited partner redemptions
  • Following these transactions, the group
    ceased to beneficially own greater than 5%
    of Alumis’ voting common stock [0]

venBio Global Strategic Fund: Passive 13G Filer

venBio Global Strategic Fund IV, L.P.
and affiliated entities filed
Amendment No. 1 to Schedule 13G
on November 17, 2025, indicating a
passive investment approach
:

Shareholder Shares Owned Ownership %
venBio Global Strategic Fund IV, L.P. 4,619,803 4.8%
venBio Global Strategic GP IV, LLC 4,619,803 4.8%
Robert J. Adelman 4,619,803 4.8%
Corey S. Goodman 4,619,803 4.8%

Based on 96,857,569 outstanding shares [0].


Institutional Investor Implications
1.
Continued Confidence from Lead Investors

The Foresite Capital group’s

additional $7 million investment
in the January 2026 follow-on offering demonstrates continued confidence in Alumis’ clinical development pipeline, despite dilution from the capital raise. The group’s 14.1% aggregate stake makes them the largest beneficial owner with significant influence over corporate governance [0].

2.
Board Representation Matters

Dr. Akkaraju’s dual role as both a

5.3% beneficial owner
and
Board member
positions Samsara BioCapital to have direct input on strategic decisions. However, the recent reduction below the 5% threshold may signal a rebalancing of their investment thesis [0].

3.
Passive vs. Active Investor Classification
  • Schedule 13D filers
    (Foresite, Samsara) indicate
    active involvement
    or intent to influence control
  • Schedule 13G filers
    (venBio) indicate
    passive investment intent
    with less than 5% ownership
  • The distinction affects disclosure requirements and signals different investment time horizons [0]
4.
Dilution Impact on Ownership Percentages

The upsized public offering (17.65 million shares at $17.00/share, raising approximately $345 million) significantly diluted existing shareholders. Institutional investors must track

ownership percentage changes
rather than absolute share counts to accurately assess their position [0].

5.
Follow-On Offering Participation

Foresite Capital’s participation in the offering at the public offering price demonstrates:

  • Support for the company’s capital raising strategy
  • Willingness to maintain or increase their proportional stake
  • Confidence in near-term catalysts and clinical milestones [0]

Key Takeaways for Institutional Investors
Factor Implication
Ownership Concentration
Top 3 institutional groups (Foresite, Samsara, venBio) collectively control approximately
24%
of outstanding shares
Board Influence
Director-aligned investors (Samsara) hold board seats with active governance capabilities
Capital Raise Support
Major shareholders participated in the follow-on, signaling confidence
Threshold Monitoring
Samsara’s fall below 5% may indicate profit-taking or portfolio rebalancing
Dilution Awareness
Share count increases require ongoing adjustment of ownership calculations

References

[0] SEC EDGAR - Alumis Inc. Schedule 13D/A Filings (https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847367&owner=include&count=40)

[1] Alumis Inc. Form 8-K filed January 9, 2026 (https://investors.alumis.com/static-files/0f62ecfe-8c10-482d-8d4d-284e080d645e)

[2] Alumis Inc. Form 424B5 Prospectus (https://www.sec.gov/Archives/edgar/data/1847367/000110465926002203/0001104659-26-002203-index.htm)

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