Cormorant discloses Cabaletta Bio (CABA) 9.28% passive ownership stake

Rhea-AI Filing Summary

Cabaletta Bio, Inc. received an updated ownership report showing that Cormorant Asset Management, LP and Bihua Chen beneficially own 9,400,000 shares of Cabaletta Bio common stock, representing 9.28% of the class based on shares outstanding as of October 31, 2025.

The reporting persons have shared voting and dispositive power over these shares and report no sole voting or dispositive power. Their holdings include Cabaletta Bio common stock issuable upon exercise of warrants that are exercisable for up to 5,000,000 shares. They certify the position is held in the ordinary course of business and not to change or influence control of the company.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Cabaletta Bio, Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

12674W109

(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. 12674W109

1

Names of Reporting Persons

Cormorant Asset Management, 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 0.00
6	Shared Voting Power 9,400,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,400,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,400,000.00

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)

9.28 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 12674W109

1

Names of Reporting Persons

Bihua Chen

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 9,400,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,400,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,400,000.00

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)

9.28 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Cabaletta Bio, Inc.
(b)	Address of issuer's principal executive offices: 2929 Arch Street, Suite 600, Philadelphia, PA 19104
Item 2.
(a)	Name of person filing: Cormorant Asset Management, LP Bihua Chen This statement is filed by (i) Cormorant Asset Management, LP, a Delaware limited partnership, and the investment adviser to certain funds (the "Cormorant Funds"), with respect to the shares directly held by the Cormorant Funds and (ii) Bihua Chen with respect to the shares directly held by the Cormorant Funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares reported herein.
(b)	Address or principal business office or, if none, residence: 200 Clarendon Street, 52nd Floor Boston, MA 02116
(c)	Citizenship: Cormorant Asset Management, LP - Delaware Bihua Chen - United States
(d)	Title of class of securities: Common Stock, par value $0.00001 per share
(e)	CUSIP No.: 12674W109
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: 9,400,000
(b)	Percent of class: 9.28%
(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: 9,400,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 9,400,000 The Reporting Persons' holdings reported herein reflect shares of common stock of the Issuer ("Common Stock") issuable upon the exercise of warrants (the "Warrants"). The Warrants are exercisable for up to 5,000,000 shares of Common Stock. The percentages reported herein with respect to the Reporting Persons' holdings are calculated based upon a statement in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, as filed with the Securities and Exchange Commission on November 10, 2025, that there were 96,265,204 shares of Common Stock of the Issuer outstanding as of October 31, 2025.
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.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 2. The Cormorant Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares reported herein. Cormorant Global Healthcare Master Fund, LP, a Cormorant Fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the shares.
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 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.

Cormorant Asset Management, LP

Signature:	/s/ Bihua Chen
Name/Title:	Bihua Chen, Managing Member
Date:	02/17/2026

Bihua Chen

Signature:	/s/ Bihua Chen
Name/Title:	Bihua Chen
Date:	02/17/2026

Exhibit Information

Joint Filing Statement, incorporated by reference to the Joint Filing Statement included with the Schedule 13G filed by the Reporting Persons on August 14, 2025.

FAQ

What ownership stake in Cabaletta Bio (CABA) does Cormorant report?

Cormorant Asset Management and Bihua Chen report beneficial ownership of 9,400,000 Cabaletta Bio shares, representing 9.28% of the common stock. This percentage is calculated using the company’s reported 96,265,204 shares outstanding as of October 31, 2025.

How are Cormorant and Bihua Chen’s voting and disposal rights in CABA structured?

The reporting persons disclose shared voting power and shared dispositive power over 9,400,000 shares, with no sole voting or dispositive power. This means voting and sale decisions are made jointly over the reported Cabaletta Bio holdings.

Does Cormorant’s Cabaletta Bio (CABA) position involve warrants?

Yes. The filing states their Cabaletta Bio holdings include common shares issuable upon exercise of warrants. These warrants are exercisable for up to 5,000,000 shares of Cabaletta Bio common stock, contributing to the reported beneficial ownership.

Is Cormorant’s Cabaletta Bio (CABA) stake classified as passive or active?

The reporting persons certify the Cabaletta Bio securities were acquired and are held in the ordinary course of business and not for the purpose or effect of changing or influencing control, indicating a passive investment under Schedule 13G standards.

Which entities benefit economically from Cormorant’s CABA holdings?

The filing states that the Cormorant Funds have the right to receive dividends and sale proceeds from the reported Cabaletta Bio shares. It notes that Cormorant Global Healthcare Master Fund, LP has such rights with respect to more than 5% of the class.

Who are the reporting persons in the Cabaletta Bio (CABA) Schedule 13G/A?

The Schedule 13G/A is filed by Cormorant Asset Management, LP, a Delaware investment adviser to certain funds, and by Bihua Chen. Both are reporting beneficial ownership of Cabaletta Bio common stock held through the Cormorant Funds.