Camp4 Therapeutics (NASDAQ: CAMP) backer sees stake diluted after new share sales

Rhea-AI Filing Summary

Camp4 Therapeutics Corporation (CAMP) received an amended Schedule 13D/A from Polaris-affiliated funds and individuals updating their ownership in the company’s common stock. The amendment states it is being filed to reflect a lower ownership percentage resulting from dilution caused by Camp4’s sales of additional common shares since the prior amendment.

Polaris Management Co. VII, L.L.C., as general partner of Polaris Partners VII, L.P. and Polaris Entrepreneurs’ Fund VII, L.P., reports beneficial ownership of 3,023,161 shares, or 4.8% of Camp4’s common stock, all with shared voting and dispositive power. Polaris Partners VII, L.P. holds 2,825,500 shares (about 4.5%), and Polaris Entrepreneurs’ Fund VII, L.P. holds 197,661 shares (about 0.3%). Polaris Partners X, L.P. reports 909,090 shares (about 1.4%), with control through Polaris Partners GP X, L.L.C.

Individually, board member Amir Nashat is deemed to beneficially own an aggregate of 3,932,251 shares, representing approximately 6.3% of Camp4’s outstanding common stock, through interests in these Polaris entities. All reported ownership percentages are based on 62,753,200 common shares outstanding as of August 12, 2026, as reported by Camp4 in its Form 10-Q.

Key Figures

Shares beneficially owned by Polaris Management Co. VII, L.L.C.: 3,023,161 shares Ownership percentage for Polaris Management Co. VII, L.L.C.: 4.8% Shares beneficially owned by Polaris Partners VII, L.P.: 2,825,500 shares +5 more

8 metrics

Shares beneficially owned by Polaris Management Co. VII, L.L.C. 3,023,161 shares Aggregate amount beneficially owned; 4.8% of Camp4 common stock

Ownership percentage for Polaris Management Co. VII, L.L.C. 4.8% Percent of Camp4 common stock based on 62,753,200 shares outstanding

Shares beneficially owned by Polaris Partners VII, L.P. 2,825,500 shares Held of record by Polaris Partners VII, L.P.; represents 4.5% of class

Shares beneficially owned by Polaris Entrepreneurs’ Fund VII, L.P. 197,661 shares Held of record by Polaris Entrepreneurs’ Fund VII, L.P.; represents 0.3% of class

Shares beneficially owned by Polaris Partners X, L.P. 909,090 shares Held of record by Polaris Partners X, L.P.; represents 1.4% of class

Shares beneficially owned by Amir Nashat 3,932,251 shares Aggregate beneficial ownership; represents 6.3% of Camp4 common stock

Camp4 common shares outstanding 62,753,200 shares Shares outstanding as of August 12, 2026, per Form 10-Q

Date of event triggering filing 08/13/2026 Date of event which requires filing of this amended Schedule 13D

Key Terms

beneficially owned, shared voting power, shared dispositive power, Schedule 13D, +1 more

5 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 3,023,161.00"

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.

shared voting power financial

"Shared Voting Power 3,023,161.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 3,023,161.00"

Schedule 13D regulatory

"This Amendment No. 2 amends and supplements the originally filed on Schedule 13D"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

dilution financial

"update the aggregate percentage of Common Stock owned ... due to dilution caused by the Issuer's sales"

Dilution occurs when a company issues additional shares, increasing the total number of shares outstanding. This can reduce the ownership percentage and voting power of existing shareholders, similar to slicing a pie into more pieces—each piece becomes smaller. For investors, dilution can mean a reduced stake in the company and potentially lower earnings per share, affecting the value of their investment.

FAQ

What percentage of Camp4 Therapeutics (CAMP) does Polaris Management Co. VII now report owning?

Polaris Management Co. VII reports beneficial ownership of 3,023,161 Camp4 shares, representing 4.8% of the company’s common stock. This reflects shared voting and dispositive power over shares held by Polaris Partners VII, L.P. and Polaris Entrepreneurs’ Fund VII, L.P.

How many Camp4 (CAMP) shares does Polaris Partners VII, L.P. hold after this Schedule 13D/A amendment?

Polaris Partners VII, L.P. holds 2,825,500 shares of Camp4 common stock, representing about 4.5% of the class. All shares are held of record by Polaris Partners VII, L.P., with control attributed to its general partner Polaris Management Co. VII, L.L.C.

What is Amir Nashat’s reported beneficial ownership in Camp4 Therapeutics (CAMP)?

Amir Nashat is deemed to beneficially own 3,932,251 Camp4 shares, or approximately 6.3% of the outstanding common stock. This total is through interests in Polaris Partners VII, Polaris Entrepreneurs’ Fund VII, and Polaris Partners X, which collectively hold these shares.

Why was this Amendment No. 2 to the Schedule 13D for Camp4 (CAMP) filed?

The amendment was filed to update the aggregate ownership percentage after dilution from Camp4’s additional common stock sales. The issuer’s share issuances caused a decrease of over 1% in the percentage ownership previously reported by the Polaris reporting persons.

What share count did Camp4 Therapeutics (CAMP) report outstanding for these ownership calculations?

Ownership percentages are based on 62,753,200 shares of Camp4 common stock outstanding as of August 12, 2026. This share count comes from Camp4’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

How many Camp4 (CAMP) shares are reported by Polaris Partners X, L.P. and its related parties?

Polaris Partners X, L.P. reports 909,090 Camp4 shares, or about 1.4% of the common stock. Polaris Partners GP X, L.L.C. is the general partner, and its managing members, including individuals associated with Polaris, share voting and dispositive power.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 08/19/2026 - 07:04 PM Accepted by SEC EDGAR 08/19/2026 - 07:03 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Camp4 Therapeutics Corporation

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

13463J101

(CUSIP Number)

Lauren Crockett
Polaris Partners, One Marina Park Drive, 8th Floor
Boston, MA, 02210
(781) 290-0770

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/13/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 13463J101

1

Name of reporting person

Polaris Management Co. VII, L.L.C.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,023,161.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,023,161.00

11

Aggregate amount beneficially owned by each reporting person

3,023,161.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.8 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Consists of (i) 2,825,500 shares of Common Stock (as defined in Item 1 of the Original Schedule 13D (as defined below)) held of record by PP VII (as defined in Item 2(a) of the Original Schedule 13D) and (ii) 197,661 shares of Common Stock held of record by PEF VII (as defined in Item 2(a) of the Original Schedule 13D). PMC VII (as defined in Item 2(a) of the Original Schedule 13D) is the general partner of each of PP VII and PEF VII and may be deemed to have voting, investment and dispositive power with respect to these securities. The PMC VII Managing Members (as defined in Item 2(a) of the Original Schedule 13D), including Mr. Nashat (as defined in Item 2(a) of the Original Schedule 13D) who is a member of the Issuer's board of directors, are the managing members of PMC VII and may be deemed to share voting, investment and dispositive power with respect to these securities. The percentage in Row 13 is based on 62,753,200 shares of Common Stock outstanding as of August 12, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter-ended June 30, 2026, filed with the Securities and Exchange Commission (the "Commission") on August 13, 2026 (the "Form 10-Q").

SCHEDULE 13D

CUSIP Number(s): 13463J101

1

Name of reporting person

Polaris Partners VII, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,825,500.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,825,500.00

11

Aggregate amount beneficially owned by each reporting person

2,825,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.5 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

All shares of Common Stock are held of record by PP VII. PMC VII is the general partner of PP VII and may be deemed to have voting, investment and dispositive power with respect to these securities. The PMC VII Managing Members, including Mr. Nashat who is a member of the Issuer's board of directors, are the managing members of PMC VII and may be deemed to share voting, investment and dispositive power with respect to these securities. The percentage in Row 13 is based on 62,753,200 shares of Common Stock outstanding as of August 12, 2026, as set forth in the Form 10-Q.

SCHEDULE 13D

CUSIP Number(s): 13463J101

1

Name of reporting person

Polaris Entrepreneurs' Fund VII, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 197,661.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 197,661.00

11

Aggregate amount beneficially owned by each reporting person

197,661.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.3 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

All shares of Common Stock are held of record by PEF VII. PMC VII is the general partner of PEF VII and may be deemed to have voting, investment and dispositive power with respect to these securities. The PMC VII Managing Members, including Mr. Nashat who is a member of the Issuer's board of directors, are the managing members of PMC VII and may be deemed to share voting, investment and dispositive power with respect to these securities. The percentage in Row 13 is based on 62,753,200 shares of Common Stock outstanding as of August 12, 2026, as set forth in the Form 10-Q.

SCHEDULE 13D

CUSIP Number(s): 13463J101

1

Name of reporting person

Polaris Partners GP X, L.L.C.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 909,090.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 909,090.00

11

Aggregate amount beneficially owned by each reporting person

909,090.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.4 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Consists of 909,090 shares of Common Stock held of record by PP X (as defined in Item 2(a) of the Original Schedule 13D). PPGP X (as defined in Item 2(a) of the Original Schedule 13D) is the general partner of PP X and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of Ms. Schulman and Mr. Chee (both as defined in Item 2(a) of the Original Schedule 13D) are the managing members of PPGP X. Mr. Nashat, a member of the Issuer's board of directors, holds an interest in PPGP X. Each of the PPGP X Managing Members (as defined in Item 2(a) of the Original Schedule 13D) and Mr. Nashat may be deemed to share voting, investment and dispositive power with respect to these securities. The percentage in Row 13 is based on 62,753,200 shares of Common Stock outstanding as of August 12, 2026, as set forth in the Form 10-Q.

SCHEDULE 13D

CUSIP Number(s): 13463J101

1

Name of reporting person

Polaris Partners X, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 909,090.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 909,090.00

11

Aggregate amount beneficially owned by each reporting person

909,090.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.4 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

All shares of Common Stock are held of record by PP X. PPGP X is the general partner of PP X. The PPGP X Managing Members are the managing members of PPGP X. Mr. Nashat, a member of the Issuer's board of directors, is an interest holder of PPGP X. Each of the PPGP X Managing Members and Mr. Nashat may be deemed to share voting, investment and dispositive power with respect to these securities. The percentage in Row 13 is based on 62,753,200 shares of Common Stock outstanding as of August 12, 2026, as set forth in the Form 10-Q.

SCHEDULE 13D

CUSIP Number(s): 13463J101

1

Name of reporting person

Amir Nashat

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,932,251.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,932,251.00

11

Aggregate amount beneficially owned by each reporting person

3,932,251.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Consists of (i) 2,825,500 shares of Common Stock held of record by PP VII, (ii) 197,661 shares of Common Stock held of record by PEF VII, and (iii) 909,090 shares of Common Stock held of record by PP X. PMC VII is the general partner of each of PP VII and PEF VII and may be deemed to have voting, investment and dispositive power with respect to these securities. The PMC VII Managing Members, including Mr. Nashat who is a member of the Issuer's board of directors, are the managing members of PMC VII and may be deemed to share voting, investment and dispositive power with respect to these securities. PPGP X is the general partner of PP X. The PPGP X Managing Members are the managing members of PPGP X. Mr. Nashat, a member of the Issuer's board of directors, is an interest holder of PPGP X. Each of the PPGP X Managing Members and Mr. Nashat may be deemed to share voting, investment and dispositive power with respect to these securities. The percentage in Row 13 is based on 62,753,200 shares of Common Stock outstanding as of August 12, 2026, as set forth in the Form 10-Q.

SCHEDULE 13D

CUSIP Number(s): 13463J101

1

Name of reporting person

Brian Chee

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 909,090.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 909,090.00

11

Aggregate amount beneficially owned by each reporting person

909,090.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

All shares of Common Stock are held of record by PP X. PPGP X is the general partner of PP X. The PPGP X Managing Members are the managing members of PPGP X. Mr. Nashat, a member of the Issuer's board of directors, is an interest holder of PPGP X. Each of the PPGP X Managing Members and Mr. Nashat may be deemed to share voting, investment and dispositive power with respect to these securities. The percentage in Row 13 is based on 62,753,200 shares of Common Stock outstanding as of August 12, 2026, as set forth in the Form 10-Q.

SCHEDULE 13D

CUSIP Number(s): 13463J101

1

Name of reporting person

Amy Schulman

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 909,090.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 909,090.00

11

Aggregate amount beneficially owned by each reporting person

909,090.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

All shares of Common Stock are held of record by PP X. PPGP X is the general partner of PP X. The PPGP X Managing Members are the managing members of PPGP X. Mr. Nashat, a member of the Issuer's board of directors, is an interest holder of PPGP X. Each of the PPGP X Managing Members and Mr. Nashat may be deemed to share voting, investment and dispositive power with respect to these securities. The percentage in Row 13 is based on 62,753,200 shares of Common Stock outstanding as of August 12, 2026, as set forth in the Form 10-Q.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Camp4 Therapeutics Corporation
(c)	Address of Issuer's Principal Executive Offices: 100 Talcott Avenue, Suite 201, Watertown, MASSACHUSETTS , 02472.
Item 1 Comment: This Amendment No. 2 (this "Amendment") amends and supplements the Schedule 13D originally filed by the Reporting Persons with the Commission on October 22, 2024 as amended by Amendment No. 1 filed with the Commission on September 11, 2025 (collectively, the "Original Schedule 13D"). Only those items that are hereby reported are amended; all other items reported in the Original Schdule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13D. This Amendment is being filed to update the aggregate percentage of Common Stock owned by the Reporting Persons due to dilution caused by the Issuer's sales of additional shares of its Common Stock from time to time since the date of the filing of Amendment No. 1. Such transactions resulted in a decrease of over one percent (1%) in the aggregate percentage ownership reported by the Reporting Persons in Amendment No. 1.
Item 5.	Interest in Securities of the Issuer
(a)	See Items 7-11 and 13 of the cover pages of this Statement for each Reporting Person and the corresponding comments.
(b)	See Items 7-11 and 13 of the cover pages of this Statement for each Reporting Person and the corresponding comments.
(e)	Not applicable.

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.

Polaris Management Co. VII, L.L.C.

Signature:	/s/ Lauren Crockett
Name/Title:	Lauren Crockett, Attorney-in-Fact
Date:	08/19/2026

Polaris Partners VII, L.P.

Signature:	/s/ Lauren Crockett
Name/Title:	Lauren Crockett, Attorney-in-Fact for Polaris Management Co. VII, L.L.C. the general partner of Polaris Partners VII, L.P.
Date:	08/19/2026

Polaris Entrepreneurs' Fund VII, L.P.

Signature:	/s/ Lauren Crockett
Name/Title:	Lauren Crockett, Attorney-in-Fact for Polaris Management Co. VII, L.L.C. the general partner of Polaris Entrepreneurs' Fund VII, L.P.
Date:	08/19/2026

Polaris Partners GP X, L.L.C.

Signature:	/s/ Lauren Crockett
Name/Title:	Lauren Crockett, General Counsel
Date:	08/19/2026

Polaris Partners X, L.P.

Signature:	/s/ Lauren Crockett
Name/Title:	Lauren Crockett, General Counsel of Polaris Partners GP X, L.L.C. the general partner of Polaris Partners X, L.P.
Date:	08/19/2026

Amir Nashat

Signature:	/s/ Lauren Crockett
Name/Title:	Lauren Crockett, Authorized Signatory
Date:	08/19/2026

Brian Chee

Signature:	/s/ Lauren Crockett
Name/Title:	Lauren Crockett, Authorized Signatory
Date:	08/19/2026

Amy Schulman

Signature:	/s/ Lauren Crockett
Name/Title:	Lauren Crockett, Authorized Signatory
Date:	08/19/2026

Comments accompanying signature:

This Amendment was executed with respect to each of Amir Nashat, Brian Chee, and Amy Schulman pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.