Galecto Inc.

02/12/2026 | Press release | Distributed by Public on 02/12/2026 05:05

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Fairmount Funds Management LLC
2. Issuer Name and Ticker or Trading Symbol
Galecto, Inc. [GLTO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
200 BARR HARBOR DRIVE, SUITE 400
3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026
(Street)
WEST CONSHOHOCKEN, PA 19428
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/09/2026 M(1)(2) 5,809,000 A $ 0 5,809,000 I By Fairmount Healthcare Fund II L.P.(3)
Common Stock 02/09/2026 M(1)(2) 2,904,000 A $ 0 2,904,000 I By Fairmount Healthcare Co-Invest V L.P.(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Preferred Stock (4) 02/09/2026 M(1)(2) 5,809 (4) (4) Common Stock 5,809,000 $ 0 1,148 I By Fairmount Healthcare Fund II L.P.(3)
Series C Preferred Stock (4) 02/09/2026 M(1)(2) 2,904 (4) (4) Common Stock 2,904,000 $ 0 574 I By Fairmount Healthcare Co-Invest V L.P.(3)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fairmount Funds Management LLC
200 BARR HARBOR DRIVE, SUITE 400
WEST CONSHOHOCKEN, PA 19428
X X
Fairmount Healthcare Fund II L.P.
200 BARR HARBOR DRIVE, SUITE 400
WEST CONSHOHOCKEN, PA 19428
X
Fairmount Healthcare Co-Invest V L.P.
200 BARR HARBOR DRIVE, SUITE 400
WEST CONSHOHOCKEN, PA 19428
X
Kiselak Tomas
200 BARR HARBOR DRIVE, SUITE 400
WEST CONSHOHOCKEN, PA 19428
X
Harwin Peter Evan
200 BARR HARBOR DRIVE, SUITE 400
WEST CONSHOHOCKEN, PA 19428
X X

Signatures

/s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC 02/12/2026
**Signature of Reporting Person Date
/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II L.P. 02/12/2026
**Signature of Reporting Person Date
/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Co-Invest V L.P. 02/12/2026
**Signature of Reporting Person Date
/s/ Tomas Kiselak 02/12/2026
**Signature of Reporting Person Date
/s/ Peter Harwin 02/12/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On February 9, 2026, the Issuer's stockholders approved the issuance of Common Stock upon conversion of the Issuer's Series C Non-Voting Convertible Preferred Stock, par value $0.00001 per share ("Series C Preferred Stock") (the "Requisite Stockholder Approval"). Accordingly, pursuant to the terms of the Certificate of Designations of Preferences, Rights and Limitations of Series C Non-Voting Convertible Preferred Stock, 5,809 shares of Series C Preferred Stock held by Fairmount Healthcare Fund II LP ("Fund II") and 2,904 shares of Series C Preferred Stock held by Fairmount Healthcare Co-Invest V L.P. ("Co-Invest") were converted into 5,809,000 shares of Common Stock and 2,904,000 shares of Common Stock, respectively. The securities of the Issuer held by the Reporting Persons, including the shares of Common Stock received upon conversion of the Series C Preferred Stock, are subject to the terms a lock-up agreement entered into with the underwriters for the Issuer's public offering,
(2) (Continued from footnote 1) pursuant to which certain of the Reporting Persons agreed, subject to certain exceptions, not to directly or indirectly sell or otherwise transfer securities of the Issuer for a period of 60 days following the date of the final prospectus supplement relating to the public offering, which was February 10, 2026.
(3) Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fund II and Co-Invest. Peter Harwin and Tomas Kiselak are the managers of Fairmount. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
(4) Following receipt of the Requisite Stockholder Approval, each share of Series C Preferred Stock automatically converted into 1,000 shares of Common Stock, subject to certain beneficial ownership limitations. The Series C Preferred Stock has no expiration date. Fairmount may not convert such shares if Fairmount, together with its affiliates, would beneficially own more than 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion.

Remarks:
Fairmount, Fund II and Co-Invest may each be deemed a director by deputization of the Issuer by virtue of the fact that Peter Harwin serves on the board of directors of the Issuer and is a manager of Fairmount.
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Galecto Inc. published this content on February 12, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 12, 2026 at 11:06 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]