Curis, Inc. reports an amended Schedule 13G/A showing Thomas A. Satterfield, Jr. beneficially owns 3,957,950 shares of Common Stock, representing 9.9% (rounded) of outstanding stock.
The filing states 38,978,693 shares outstanding as of May 8, 2026 and describes warrants and pre-funded warrants that are subject to a 9.99% exercise limit. The report breaks out ownership held directly and through affiliated entities.
Positive
None.
Negative
None.
Insights
Amendment clarifies capped warrant exercise and aggregated beneficial ownership.
The filing lists 3,957,950 shares as the Reporting Person's maximum beneficial ownership under blocker provisions and cites an outstanding share base of 38,978,693 as of May 8, 2026. The cap arises from warrant and pre-funded warrant terms that limit exercises to prevent exceeding 9.99%.
Key dependencies are the warrant exercise restrictions and the allocation among affiliated holders (Tomsat Investment & Trading Co., A.G. Family L.P., Caldwell Mill Opportunity Fund). Subsequent filings or company reports would show any changes to outstanding shares or warrant terms.
Key Figures
Reported beneficial ownership:3,957,950 sharesPercent of class (rounded):9.9%Shares outstanding:38,978,693 shares+3 more
6 metrics
Reported beneficial ownership3,957,950 sharesmaximum beneficial ownership under blocker provisions
Percent of class (rounded)9.9%rounded due to EDGAR field limitations
Shares outstanding38,978,693 sharesas of May 8, 2026 (Form 10-Q for quarter ended March 31, 2026)
Warrants outstanding7,801,152 warrantscomprised of common stock warrants, Series A, Series B and Series C warrants
Pre-funded warrants625,938 pre-funded warrantssubject to a 9.99% exercise limitation
Hypothetical ownership without limits11,744,615 sharesrepresents 24.77% if no exercise limits applied
"625,938 pre-funded warrants with a 9.99% exercise limitation"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
beneficial ownership limitationregulatory
"will not have a right to exercise the warrants for common stock if ... would exceed 9.99% beneficial ownership"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Schedule 13G/Aregulatory
"Amendment No. 3 ) Curis, Inc. Common Stock ..."
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Curis, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
231269309
(CUSIP Number)
03/31/2026
(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):
231269309
1
Names of Reporting Persons
Thomas A. Satterfield, Jr.
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
815,534.00
6
Shared Voting Power
3,142,416.00
7
Sole Dispositive Power
815,534.00
8
Shared Dispositive Power
3,142,416.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,957,950.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: * Based on 38,978,693 shares of common stock of the issuer outstanding as of May 8, 2026, as reported by the issuer in its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026. The Reporting Person may be deemed to beneficially own (i) 3,317,525 shares of common stock, (ii) 7,801,152 warrants with a 9.99% limit on the exercise of such warrants (comprised of common stock warrants, Series A warrants, Series B warrants and Series C warrants), and (iii) 625,938 pre-funded warrants with a 9.99% exercise limitation. All of the warrants and pre-funded warrants provide that the holder will not have a right to exercise the warrants for common stock if, as a result of such conversion, the holder, together with his affiliates, would exceed 9.99% beneficial ownership of the number of shares of common stock outstanding immediately after giving effect to the issuance of the shares of common stock being exercised.
The 3,957,950 shares of common stock reported on this Schedule 13G/A as beneficially owned by the Reporting Person represent the 3,317,525 shares of common stock that the reporting person may be deemed to beneficially own and 640,425 shares of common stock issuable upon the exercise of warrants, which collectively represent the Reporting Person's maximum beneficial ownership permissible under the applicable blocker provisions, or 9.99%. Due to field limitations of the EDGAR filing system, the percentage listed in Row 11 has been rounded down to 9.9%. This Schedule 13G/A assumes that the 640,425 warrants so exercised would include (i) all common stock warrants that, upon exercise, would result in the issuance of shares of common stock over which the Reporting Person would have sole voting and dispositive power (333,145 shares) and (ii) a portion of the common warrants that, upon exercise, would result in the issuance of shares of common stock over which the Reporting Person would have shared voting and dispositive power (307,280 shares). If there was no limit on the exercise of the warrants and pre-funded warrants, the Reporting Person would be deemed to be the beneficial owner of an aggregate of 11,744,615 shares of common stock, representing 24.77% of the issuer's outstanding common stock (factoring in the exercise of such warrants and pre-funded warrants).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Curis, Inc.
(b)
Address of issuer's principal executive offices:
128 Spring Street, Building C - Suite 500, Lexington, MA 02421
Item 2.
(a)
Name of person filing:
Thomas A. Satterfield, Jr.
(b)
Address or principal business office or, if none, residence:
15 Colley Cove Drive
Gulf Breeze, Florida 32561
(c)
Citizenship:
Incorporated by reference from Item 4 of the Cover Page.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
231269309
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:
Incorporated by reference from Item 9 of the Cover Page.
(b)
Percent of class:
Incorporated by reference from Item 11 of the Cover Page.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Incorporated by reference from Item 5 of the Cover Page.
(ii) Shared power to vote or to direct the vote:
Incorporated by reference from Item 6 of the Cover Page.
(iii) Sole power to dispose or to direct the disposition of:
Incorporated by reference from Item 7 of the Cover Page.
(iv) Shared power to dispose or to direct the disposition of:
Incorporated by reference from Item 8 of the Cover Page.
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.
With respect to the beneficial ownership report for Thomas A. Satterfield, Jr., 874,077 shares of common stock, 2,567,684 shares of common stock issuable upon the exercise of warrants, and 229,075 shares of common stock issuable upon the exercise of pre-funded warrants are held by Tomsat Investment & Trading Co., Inc, a corporation wholly owned by Mr. Satterfield and of which he serves as President; 1,411,059 shares of common stock, 3,900,324 shares of common stock issuable upon exercise of warrants, and 297,647 shares of common stock issuable upon the exercise of pre-funded warrants are held by A.G. Family L.P., a partnership managed by a general partner controlled by Mr. Satterfield; and 550,000 shares of common stock are held by Caldwell Mill Opportunity Fund, LLC, which fund is managed by an entity of which Mr. Satterfield owns a 50% interest and serves as Chief Investment Manager.
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.
What percentage of Curis (CRIS) does Thomas Satterfield beneficially own?
He beneficially owns 3,957,950 shares, cited as 9.9%. This percentage is rounded; the filing bases the calculation on 38,978,693 shares outstanding as of May 8, 2026 reported in the issuer's Form 10-Q for the quarter ended March 31, 2026.
How do warrants affect Satterfield's ownership reported for CRIS?
Warrants and pre-funded warrants are included but limited by a 9.99% exercise cap. The filing lists 7,801,152 warrants and 625,938 pre-funded warrants, with contractual limits preventing exercises that would push beneficial ownership above 9.99%.
What is the issuer share count used in the filing for CRIS ownership math?
The filing uses 38,978,693 shares outstanding as of May 8, 2026. That figure is cited from the issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 and anchors the percent calculation.
How is Satterfield's reported stake allocated among affiliated entities?
Holdings are held through several affiliated entities. The filing states allocations: Tomsat Investment & Trading Co., Inc. holds 874,077 shares plus warrants; A.G. Family L.P. holds 1,411,059 shares plus warrants; Caldwell Mill Opportunity Fund holds 550,000 shares.
What would Satterfield's ownership be without the exercise limits?
Without the exercise caps, the filing states an aggregate of 11,744,615 shares (24.77%). That figure factors in exercise of warrants and pre-funded warrants and is presented as a hypothetical absent the 9.99% limitations.
