SEC Form 4 · accession 0001104659-26-076967

Spyre Therapeutics, Inc. · SYRE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Peter Evan Harwin

Director

Fairmount Healthcare Fund II L.P.

Director

Fairmount Funds Management LLC

Director

Tomas Kiselak

Director

Period of report

Jun 23, 2026

Accepted (ET)

Jun 23, 2026 · 9:56 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001636282

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Jun 23, 2026	C	666,680	—	A	4,684,781	I	By Fairmount Healthcare Fund II L.P.
Common Stock^F2	Jun 23, 2026	S	4,684,781	$85.31	D	0	I	By Fairmount Healthcare Fund II L.P.
Common Stock	holding	—	—		—	406,038	I	By Tomas Kiselak
Common Stock	holding	—	—		—	406,038	I	By Peter Harwin

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series B Preferred Stock^F2,F1	—	Jun 23, 2026	C	16,667	D	—	—	Common Stock	666,680	0	I
Series A Preferred Stock^F2,F3	—	holding	—	—	—	—	—	Common Stock	13,841,800	346,045	I

Explanation of responses

F1Each share of Series B Preferred Stock is convertible at the option of the holder into 40 shares of Common Stock, subject to certain beneficial ownership limitations, including that a holder of Series B Preferred Stock is prohibited from converting shares of Series B Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. On June 23, 2026, the Reporting Persons converted 16,667 shares of Series B Preferred Stock into 666,680 shares of Common Stock for no cash consideration, in accordance with the Certificate of Designations for the Series B Convertible Preferred Stock.
F2Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. The managers of Fairmount are Peter Harwin and Tomas Kiselak. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
F3Each share of Series A Preferred Stock is convertible at the option of the holder into 40 shares of Common Stock, subject to certain beneficial ownership limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.

Remarks

The Reporting Persons may each be deemed a director by deputization of Issuer by virtue of the fact that Tomas Kiselak serves on the board of directors of Issuer and is also a Managing Member of Fairmount Funds Management LLC.