Venrock group discloses 9.5% Crescent Biopharma (CBIO) ownership in 13G/A

Rhea-AI Filing Summary

Crescent Biopharma, Inc. received an updated Schedule 13G/A from a Venrock-affiliated investor group reporting significant passive ownership. The reporting entities and individuals together beneficially own 2,666,064 ordinary shares, representing 9.5% of the class as of December 31, 2025.

The holdings include ordinary shares and pre-funded warrants exercisable for up to 532,488 additional ordinary shares, based on 27,556,767 outstanding ordinary shares plus those issuable under the warrants. The group certifies the securities are not held for the purpose of changing or influencing control of Crescent Biopharma.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Crescent Biopharma, Inc.

(Name of Issuer)

Ordinary Shares, $0.001 par value per share

(Title of Class of Securities)

G2545C104

(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. G2545C104

1

Names of Reporting Persons

Venrock Healthcare Capital Partners III, L.P.

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 2,666,064.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,666,064.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,666,064.00

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)

9.5 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. G2545C104

1

Names of Reporting Persons

VHCP Co-Investment Holdings III, 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 0.00
6	Shared Voting Power 2,666,064.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,666,064.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,666,064.00

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)

9.5 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. G2545C104

1

Names of Reporting Persons

Venrock Healthcare Capital Partners EG, L.P.

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 2,666,064.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,666,064.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,666,064.00

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)

9.5 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. G2545C104

1

Names of Reporting Persons

VHCP Management III, 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 0.00
6	Shared Voting Power 2,666,064.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,666,064.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,666,064.00

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)

9.5 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. G2545C104

1

Names of Reporting Persons

VHCP Management EG, 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 0.00
6	Shared Voting Power 2,666,064.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,666,064.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,666,064.00

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)

9.5 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. G2545C104

1

Names of Reporting Persons

Nimish Shah

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 2,666,064.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,666,064.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,666,064.00

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)

9.5 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP No. G2545C104

1

Names of Reporting Persons

Bong Y. Koh

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 2,666,064.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,666,064.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,666,064.00

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)

9.5 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Crescent Biopharma, Inc.
(b)	Address of issuer's principal executive offices: 300 Fifth Avenue, Waltham, MA, 20850.
Item 2.
(a)	Name of person filing: The names of the persons filing this report (collectively, the "Reporting Persons") are: Venrock Healthcare Capital Partners III, L.P. ("VHCP III") VHCP Co-Investment Holdings III, LLC ("VHCP Co-Investment III") Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG") VHCP Management III, LLC ("VHCP Management III") VHCP Management EG, LLC ("VHCP Management EG") Nimish Shah ("Shah") Bong Koh ("Koh") The Reporting Persons are members of a group for the purposes of this Schedule 13G/A.
(b)	Address or principal business office or, if none, residence: New York Office: 7 Bryant Park, 23rd Floor New York, NY 10018 Palo Alto Office: 3340 Hillview Avenue Palo Alto, CA 94304
(c)	Citizenship: All of the entities were organized in Delaware. Shah and Koh are both United States citizens.
(d)	Title of class of securities: Ordinary Shares, $0.001 par value per share
(e)	CUSIP No.: G2545C104
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: Row 9 of each Reporting Person's cover page to this Schedule 13G/A sets forth the aggregate number of ordinary shares of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference. The Reporting Persons' ownership of the Issuer's securities consists of (i) 400,788 ordinary shares and pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 107,374 ordinary shares held by VHCP III, (ii) 40,101 ordinary shares and Pre-Funded Warrants exercisable for up to 10,737 ordinary shares held by VHCP Co-Investment III, and (iii) 1,692,687 ordinary shares and Pre-Funded Warrants exercisable for up to 414,377 ordinary shares held by VHCP EG. VHCP Management III is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCP Management III and VHCP Management EG.
(b)	Percent of class: Row 11 of each Reporting Person's cover page to this Schedule 13G/A sets forth the percentages of the ordinary shares of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference. The percentage set forth in each row 11 is based upon the sum of (i) 27,556,767 outstanding ordinary shares as of December 31, 2025, as disclosed in the Issuer's Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the "SEC") on January 7, 2026 and (ii) 532,488 ordinary shares issuable upon the exercise of the Pre-Funded Warrants.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Row 5 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
	(ii) Shared power to vote or to direct the vote: Row 6 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
	(iii) Sole power to dispose or to direct the disposition of: Row 7 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
	(iv) Shared power to dispose or to direct the disposition of: Row 8 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
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.
	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.

Venrock Healthcare Capital Partners III, L.P.

Signature:	/s/ Sherman G. Souther
Name/Title:	By VHCP Management III, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:	02/17/2026

VHCP Co-Investment Holdings III, LLC

Signature:	/s/ Sherman G. Souther
Name/Title:	By VHCP Management III, LLC, its Manager, By Sherman G. Souther, Authorized Signatory
Date:	02/17/2026

Venrock Healthcare Capital Partners EG, L.P.

Signature:	/s/ Sherman G. Souther
Name/Title:	By VHCP Management EG, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:	02/17/2026

VHCP Management III, LLC

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Authorized Signatory
Date:	02/17/2026

VHCP Management EG, LLC

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Authorized Signatory
Date:	02/17/2026

Nimish Shah

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Attorney-in-fact
Date:	02/17/2026

Bong Y. Koh

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Attorney-in-fact
Date:	02/17/2026

Exhibit Information

Exhibit 24.1 Power of Attorney for Bong Koh (incorporated by reference to Exhibit 24.1 to Schedule 13G filed on June 23, 2025) Exhibit 24.2 Power of Attorney for Nimish Shah (incorporated by reference to Exhibit 24.2 to Schedule 13G filed on June 23, 2025) Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G filed on June 23, 2025)

FAQ

What stake in Crescent Biopharma (CBIO) does the Venrock group report?

The Venrock-affiliated group reports beneficial ownership of 2,666,064 Crescent Biopharma ordinary shares, representing 9.5% of the class. This includes both currently outstanding shares and shares issuable upon exercise of pre-funded warrants as of December 31, 2025.

Which entities filed the Schedule 13G/A for Crescent Biopharma (CBIO)?

The filing lists VHCP III, VHCP Co-Investment III, VHCP EG, VHCP Management III, VHCP Management EG, and individuals Nimish Shah and Bong Koh. They are treated collectively as the reporting persons and as members of a group for this amendment.

How is the 9.5% Crescent Biopharma (CBIO) ownership percentage calculated?

The 9.5% figure is based on 27,556,767 outstanding ordinary shares of Crescent Biopharma as of December 31, 2025, plus 532,488 ordinary shares issuable upon exercise of pre-funded warrants held by the reporting group, as referenced in a recent registration statement.

What securities do the Venrock entities hold in Crescent Biopharma (CBIO)?

Their holdings include ordinary shares and pre-funded warrants exercisable for up to 532,488 ordinary shares. These are spread across VHCP III, VHCP Co-Investment III, and VHCP EG, with management entities and individuals listed as having shared voting and dispositive power.

Is the Venrock group seeking control of Crescent Biopharma (CBIO)?

The reporting group certifies the securities were not acquired and are not held for the purpose of changing or influencing control of Crescent Biopharma. They also state the holdings are not part of any transaction designed to obtain control, other than limited nomination-related activities.

Who has voting and dispositive power over the Crescent Biopharma (CBIO) shares?

Each reporting person discloses 0 shares with sole voting or dispositive power and 2,666,064 shares with shared voting and shared dispositive power. This means all listed entities and individuals share authority over how the reported Crescent Biopharma securities are voted and disposed.