13D Filings
SPYRE THERAPEUTICS, INC.
SYRE
Amendment
Ownership

9.99%

Total Shares

8,106,882

Issuer CIK

1636282

CUSIP

00773J202

Event Date

Oct 14, 2025

Accepted

Oct 17, 2025, 05:00 PM

Reporting Persons (4)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
Peter Evan Harwin
Individual
9.99%8,106,882507,8617,599,021
Tomas Kiselak
Individual
9.99%8,106,882507,8617,599,021
Fairmount Funds Management LLC
Investment Adviser
8.99%7,272,34107,272,341
Fairmount Healthcare Fund II L.P.
Partnership
8.99%7,272,34107,272,341
Disclosure Items (5)

Security Title

Common Stock, $0.0001 par value

Issuer Name

SPYRE THERAPEUTICS, INC.

Issuer Address

221 Crescent Street, Waltham, MA, 02453

Item 2(a) of the Statement is hereby amended in its entirety as follows: This Schedule 13D is being filed jointly by (1) Fairmount; (2) Fund II; (3) Peter Harwin; and (4) Tomas Kiselak (Fairmount, Fund II, Mr. Harwin, and Mr. Kiselak are collectively referred to herein as the "Reporting Persons"). The joint filing agreement of the Reporting Persons is attached as Exhibit 99.1 to this Schedule 13D. Fairmount serves as investment manager for Fund II and may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act"), of any securities of the Company held by Fund II. Fund II has delegated to Fairmount the sole power to vote and the sole power to dispose of all securities held in Fund II's portfolio, including the shares of Common Stock reported herein. Because Fund II has divested itself of voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, Fund II disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act and therefore disclaim any obligation to report ownership of the reported securities under Section 13(d) of the Act. As managers of Fairmount, Mr. Harwin and Mr. Kiselak may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Company beneficially owned by Fairmount. Fairmount, Mr. Harwin and Mr. Kiselak disclaim beneficial ownership of the securities reported in this Schedule 13D other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13D shall not be deemed an admission that any of Fairmount, Mr. Harwin or Mr. Kiselak is the beneficial owner of such securities for any other purpose.

Percentage of Class

The information in rows 11 and 13 of each of the cover pages (including the explanatory note in the "Comments") of this Amendment No. 5 is incorporated by reference herein. Together, the Reporting Persons' securities include (i) 4,830,177 shares of Common Stock, (ii) 203,646 shares of Common Stock issuable upon the exercise of options held by the Reporting Persons that are currently exercisable or will be exercisable within 60 days of the date of this filing and, (iii) 3,028,000 shares of Common Stock issuable upon conversion of 75,700 shares of Series A Preferred Stock subject to the 9.99% beneficial ownership limitation giving effect all of the securities owned by the Reporting Persons. The securities exclude shares of Common Stock issuable upon conversion of 270,345 shares of Series A Preferred Stock and 16,667 shares of Series B Preferred Stock held directly by Fund II in excess of the beneficial ownership limitation of 9.99%.

Number of Shares

The information in rows 7 through 10 of each of the cover pages of this Amendment No. 5 is incorporated by reference herein.

Transactions

None

Lock-Up Agreement In connection with the Company's underwritten public offering of common stock that closed on October 15, 2025, the Fund II entered into a customary lock-up letter agreement (the "Lock-Up Agreement") with Jefferies LLC, TD Securities (USA) LLC, Leerink Partners LLC and Stifel, Nicolaus & Company Incorporated as the representatives (the "Representatives") of the underwriters to an underwriting agreement with the Company. Pursuant to the Lock-Up Agreement, Fund II agreed to refrain from selling shares of the Company's securities without the consent of the Representatives, and other customary lock-up conditions, for a period of 60 days from the date of the Company's final prospectus supplement related to the offering. The Reporting Persons did not purchase any securities of the Company or otherwise participate in the offering. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the form of the Lock-Up Agreement, which is filed as Exhibit 99.2 to this Schedule 13D and incorporated herein by reference.

99.1 Joint Filing Agreement 99.2 Lock-Up Agreement (incorporated by reference to Exhibit A to the Underwriting Agreement filed as Exhibit 1.1 of the Company's Form 8-K filed with the SEC on October 15, 2025).

SPYRE THERAPEUTICS, INC. — Schedule 13D | 13D Filings