MAK Capital reports 11.3% Autolus (AUTL) stake in Schedule 13G/A

Rhea-AI Filing Summary

Autolus Therapeutics plc received an updated ownership report from MAK Capital and related entities. The group reports beneficial ownership of 30,005,343 American Depositary Shares, representing 11.3% of Autolus’s ordinary shares, based on 266,143,286 ordinary shares outstanding as of November 11, 2025.

The shares are held with shared voting and dispositive power and no sole authority. The reporting parties certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Autolus, indicating a passive investment intent.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

AUTOLUS THERAPEUTICS PLC

(Name of Issuer)

Ordinary Shares, nominal value $0.000042 per share, and American Depositary Shares ("ADS"). Each ADS represents one Ordinary Share

(Title of Class of Securities)

05280R100

(CUSIP Number)

12/31/2025

(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)

SCHEDULE 13G

CUSIP No. 05280R100

1

Names of Reporting Persons

MAK Capital Fund 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

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 30,005,343.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 30,005,343.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

30,005,343.00

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)

11.3 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: For item 9: Represents 30,005,343 shares of American Depositary Shares ("ADS"), each representing one ordinary share, par value $0.000042 per share. For item 11: The calculation is based upon 266,143,286 ordinary shares (including shares in the form of ADS), nominal value $0.000042 per share outstanding as of November 11, 2025, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2025.

SCHEDULE 13G

CUSIP No. 05280R100

1

Names of Reporting Persons

MAK Capital One L.L.C.

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 0.00
6	Shared Voting Power 30,005,343.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 30,005,343.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

30,005,343.00

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)

11.3 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: For item 9: Represents 30,005,343 shares of American Depositary Shares ("ADS"), each representing one ordinary share, par value $0.000042 per share. For item 11: The calculation is based upon 266,143,286 ordinary shares (including shares in the form of ADS), nominal value $0.000042 per share outstanding as of November 11, 2025, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2025.

SCHEDULE 13G

CUSIP No. 05280R100

1

Names of Reporting Persons

Michael A. Kaufman

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 0.00
6	Shared Voting Power 30,005,343.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 30,005,343.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

30,005,343.00

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)

11.3 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: For item 9: Represents 30,005,343 shares of American Depositary Shares ("ADS"), each representing one ordinary share, par value $0.000042 per share. For item 11: The calculation is based upon 266,143,286 ordinary shares (including shares in the form of ADS), nominal value $0.000042 per share outstanding as of November 11, 2025, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: AUTOLUS THERAPEUTICS PLC
(b)	Address of issuer's principal executive offices: The Mediaworks, 191 Wood Lane, London, W12 7FP, United Kingdom
Item 2.
(a)	Name of person filing: This Schedule 13G is being filed by i. MAK Capital Fund LP ("MAK Fund") ii MAK Capital One L.L.C. ("MAK Capital"); and iii Michael A. Kaufman ("Mr. Kaufman," and collectively with MAK Fund and MAK Capital, the "Reporting Persons")
(b)	Address or principal business office or, if none, residence: The principal business address of (i) MAK Fund is c/o Wakefield Quin, Victoria Place, 31 Victoria Street, Bermuda; and (ii) MAK Capital and Mr. Kaufman is 590 Madison Avenue, 31st Floor, New York, NY 10022.
(c)	Citizenship: MAK Fund is a Bermuda limited partnership. MAK Capital is a Delaware limited liability company. Mr. Kaufman is a United States citizen.
(d)	Title of class of securities: Ordinary Shares, nominal value $0.000042 per share, and American Depositary Shares ("ADS"). Each ADS represents one Ordinary Share
(e)	CUSIP No.: 05280R100
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: 30,005,343
(b)	Percent of class: 11.3 The calculation is based upon 266,143,286 ordinary shares (including shares in the form of ADS), nominal value $0.000042 per share outstanding as of November 11, 2025, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 30,005,343
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 30,005,343
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.
	Not Applicable
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 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.

MAK Capital Fund LP

Signature:	/s/ Michael A. Kaufman
Name/Title:	Managing Member
Date:	02/13/2025

MAK Capital One L.L.C.

Signature:	/s/ Michael A. Kaufman
Name/Title:	Managing Member
Date:	02/13/2025

Michael A. Kaufman

Signature:	/s/ Michael A. Kaufman
Name/Title:	MICHAEL A. KAUFMAN
Date:	02/13/2025

FAQ

What stake in Autolus Therapeutics plc (AUTL) does MAK Capital report?

MAK Capital and related entities report beneficial ownership of 30,005,343 ADS of Autolus, representing 11.3% of the company’s ordinary shares. This figure is calculated against 266,143,286 ordinary shares outstanding as of November 11, 2025.

How many Autolus (AUTL) shares are outstanding for this 13G/A calculation?

The 11.3% ownership figure is based on 266,143,286 ordinary shares of Autolus outstanding, including shares in ADS form, as of November 11, 2025. This share count comes from Autolus’s Quarterly Report on Form 10-Q filed November 12, 2025.

Is MAK Capital’s stake in Autolus (AUTL) reported as passive or activist?

The filing states the securities were not acquired and are not held for changing or influencing control of Autolus. The reporting persons certify a passive investment intent, consistent with a Schedule 13G filing rather than an activist Schedule 13D.

Who are the reporting persons in the Autolus (AUTL) Schedule 13G/A?

The Schedule 13G/A is filed jointly by MAK Capital Fund LP, MAK Capital One L.L.C., and Michael A. Kaufman. They are collectively referred to as the reporting persons and together report beneficial ownership of 30,005,343 ADS of Autolus.

What voting power does MAK Capital report over Autolus (AUTL) shares?

The reporting persons disclose shared voting power over 30,005,343 ADS of Autolus and no sole voting power. They similarly report shared dispositive power over the same number of ADS, indicating joint authority over voting and disposition decisions.

What class of Autolus (AUTL) securities is covered by this Schedule 13G/A?

The filing covers ordinary shares and American Depositary Shares (ADS) of Autolus Therapeutics plc. Each ADS represents one ordinary share with a nominal value of $0.000042 per share, identified by CUSIP number 05280R100.