Sec Form 4 Filing - Toomey Sarah @ FRACTYL HEALTH, INC. - 2025-02-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Toomey Sarah 2. Issuer Name and Ticker or Trading Symbol FRACTYL HEALTH, INC. [ GUTS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) General Counsel (Last) (First) (Middle) 3 VAN DE GRAAFF DRIVE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 02/27/2025 (Street) BURLINGTON, MA01803 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Stock Option (right to buy) $ 1.46 02/27/2025 A 166,200 ( 1 ) 02/26/2035 Common Stock 166,200 $ 0 166,200 D Stock Option (right to buy) $ 15 02/27/2025 A 79,380 ( 2 ) 01/31/2034 Common Stock 79,380 $ 0 79,380 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Toomey Sarah 3 VAN DE GRAAFF DRIVE SUITE 200 BURLINGTON, MA01803 General Counsel Signatures /s/ Lisa A. Davidson, Attorney-in-fact 03/03/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The stock option vests and becomes exercisable in equal installments on each of the first four anniversaries of the grant date, subject to the Reporting Persons's continuing in employment through each such vesting date. ( 2 )In connection with the Issuer's initial public offering, on February 1, 2024 the Reporting Person was granted, subject to the satisfaction of certain performance criteria, an option to purchase 132,300 shares of common stock to vest in the form of shares of the Issuer's common stock in four substantially equal installments on December 31, 2024 and each of the first three anniversaries thereof. On February 27, 2025, the Issuer's administrator determined that the performance criteria were partially met, resulting in 79,380 shares subject to such option being earned, of which 25% vested on December 31, 2024 and the remaining 75% will vest in substantially equal installments on the first three anniversaries thereof.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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