AbCellera Biologics Inc. shareholders were notified that Baker Bros. Advisors and affiliated reporting persons beneficially own 33,012,138 common shares, equal to 10.8% of outstanding common stock based on 305,264,947 shares outstanding as of April 15, 2026. The disclosed position includes 2,736,200 shares issuable upon exercise of 27,362 European-style call options with a $0.20 strike that expire on June 12, 2026.
The filing is Amendment No. 2 to a Schedule 13G/A and states the Adviser has sole voting and dispositive power over the Fund-held shares under the management agreements; percentages are calculated under Rule 13d-3.
Positive
None.
Negative
None.
Insights
Baker Bros. holds a disclosed 10.8% stake including exercisable call options.
The filing quantifies 33,012,138 shares beneficially owned and explains voting/dispositive authority rests with Baker Bros. Advisors under management agreements. The percentage uses an outstanding share base of 305,264,947 as of April 15, 2026.
Key items to watch in subsequent filings include any exercises of the 27,362 EUR Call Options (expiring June 12, 2026) and any schedule amendments that change voting or dispositive power.
Key Figures
Beneficial ownership:33,012,138 sharesPercent of class:10.8%Shares outstanding:305,264,947 shares+3 more
"27,362 European-style call options with a strike price of $0.20"
Beneficially ownedregulatory
"The Funds beneficially own 33,012,138 shares of Common Stock"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Rule 13d-3regulatory
"Such percentage figures are calculated in accordance with Rule 13d-3"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
AbCellera Biologics Inc.
(Name of Issuer)
Common Shares, no par value per share
(Title of Class of Securities)
00288U106
(CUSIP Number)
04/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
00288U106
1
Names of Reporting Persons
Baker Bros. Advisors LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
33,012,138.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
33,012,138.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
33,012,138.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.8 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
00288U106
1
Names of Reporting Persons
Baker Bros. Advisors (GP) LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
33,012,138.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
33,012,138.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
33,012,138.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.8 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP Number(s):
00288U106
1
Names of Reporting Persons
Julian C. Baker
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
33,012,138.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
33,012,138.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
33,012,138.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.8 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
00288U106
1
Names of Reporting Persons
Felix J. Baker
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
33,012,138.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
33,012,138.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
33,012,138.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.8 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
AbCellera Biologics Inc.
(b)
Address of issuer's principal executive offices:
150 W 4th Avenue, Vancouver, A1 V5Y 1G6
Item 2.
(a)
Name of person filing:
This Amendment No. 2 to Schedule 13G amends the previously filed Schedule 13G filed by Baker Bros. Advisors LP (the "Adviser"), Baker Bros. Advisors (GP) LLC (the "Adviser GP"), Julian C. Baker and Felix J. Baker (collectively, the "Reporting Persons"). Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect. This Amendment No. 2 is being filed jointly by the Reporting Persons.
(b)
Address or principal business office or, if none, residence:
The business address of each of the Reporting Persons is:
c/o Baker Bros. Advisors LP
860 Washington Street, 3rd Floor
New York, NY 10014
(212) 339-5690
(c)
Citizenship:
The Adviser is a limited partnership organized under the laws of the State of Delaware. The Adviser GP is a limited liability company organized under the laws of the State of Delaware. The citizenship of each of Julian C. Baker and Felix J. Baker is the United States of America.
(d)
Title of class of securities:
Common Shares, no par value per share
(e)
CUSIP No.:
00288U106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Items 5 through 9 and 11 of each of the cover pages to this Amendment No. 2 are incorporated herein by reference. Set forth below is the aggregate number of common shares ("Common Stock") of AbCellera Biologics Inc. (the "Issuer") directly held by each of Baker Brothers Life Sciences, L.P. ("Life Sciences") and 667, L.P. ("667", and together with Life Sciences, the "Funds") which may be deemed to be indirectly beneficially owned by the Reporting Persons as well as 2,736,200 Common Shares that may be acquired upon exercise of 27,362 European-style call options with a strike price of $0.20 per share ("EUR Call Options"). The EUR Call Options expire on June 12, 2026.
The percentage of beneficial ownership for each of the Reporting Persons reported herein and the information set forth below is based on 305,264,947 shares of Common Stock outstanding as of April 15, 2026, as reported in the Issuer's Proxy Statement filed with the Securities and Exchange Commission ("SEC") on April 29, 2026. Such percentage figures are calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
Pursuant to the management agreements, as amended, among the Adviser, the Funds and their respective general partners, the Funds' respective general partners relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds, and thus the Adviser has complete and unlimited discretion and authority with respect to the Funds' investments and voting power over investments.
The Adviser GP is the sole general partner of the Adviser. The Adviser GP, Felix J. Baker and Julian C. Baker as managing members of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds.
(b)
Percent of class:
The Funds beneficially own 33,012,138 shares of Common Stock, including 30,275,938 shares of Common Stock directly held by the Funds and 2,736,200 shares issuable upon the exercise of 27,362 EUR Call Options exercisable within 60 days or 10.8% of the outstanding Common Stock. 667 beneficially owns 0.8% and Life Sciences beneficially owns 10.0% of the outstanding Common Stock.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
667 directly holds 2,254,573 shares of Common Stock and 208,900 shares of Common Stock issuable upon exercise of 2,089 EUR Call Options and Life Sciences directly holds 28,021,365 shares of Common Stock and 2,527,300 shares of Common Stock issuable upon exercise of 25,273 EUR Call Options.
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
667 directly holds 2,254,573 shares of Common Stock and 208,900 shares of Common Stock issuable upon exercise of 2,089 EUR Call Options and Life Sciences directly holds 28,021,365 shares of Common Stock and 2,527,300 shares of Common Stock issuable upon exercise of 25,273 EUR Call Options.
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
The information in Item 4 is incorporated herein by reference.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Baker Bros. Advisors LP
Signature:
/s/ Scott L. Lessing
Name/Title:
By: Baker Bros. Advisors (GP) LLC, its general partner Scott L. Lessing/ President
What stake does Baker Bros. hold in AbCellera (ABCL)?
Baker Bros. beneficially owns 33,012,138 shares, representing 10.8% of common stock. This percent is calculated using 305,264,947 shares outstanding as of April 15, 2026, per the filing's stated base.
How many shares are tied to the European-style call options?
27,362 EUR Call Options are disclosed, exercisable into 2,736,200 shares at a $0.20 strike. The options expire on June 12, 2026, per the amendment.
Who holds voting and dispositive power over the disclosed shares?
The filing states the Adviser (Baker Bros. Advisors) has sole voting and dispositive power under the management agreements. The Adviser GP and named individuals are reported as related reporting persons.
What outstanding share count does the filing use to compute the percent?
The percent of beneficial ownership is based on 305,264,947 shares outstanding as of April 15, 2026, cited from the company proxy statement referenced in the amendment.
Does the filing show any shared voting power for these shares?
No. The cover-page figures in the amendment report 0 shared voting power and list sole voting/dispositive power for the reporting persons over the disclosed shares.
