EBR Systems (EBRCZ) Schedule 13G/A shows 6.3% stake held by Mark Carnegie

Rhea-AI Filing Summary

EBR Systems, Inc. received an updated beneficial ownership report from Australian investor Mark H. Carnegie and affiliated entities as of June 30, 2026. The filing lists direct and indirect holdings in the company’s Common Stock, including shares underlying CHESS Depositary Interests and immediately exercisable warrants. Based on 75,330,559 shares outstanding as of June 29, 2026, Mark H. Carnegie is reported as beneficially owning 4,765,108 shares, or 6.3% of the common stock, while M.H. Carnegie & Co Pty Ltd is reported at 4,625,490 shares, or 6.1%. The reporting persons describe these holdings as part of a long-term investment portfolio and expressly disclaim status as a group under Section 13 of the Securities Exchange Act of 1934.

Key Figures

Beneficial ownership – Mark H. Carnegie: 4,765,108 shares of Common Stock (6.3%) Beneficial ownership – M.H. Carnegie & Co Pty Ltd: 4,625,490 shares of Common Stock (6.1%) Shares outstanding: 75,330,559 shares of Common Stock +4 more

7 metrics

Beneficial ownership – Mark H. Carnegie 4,765,108 shares of Common Stock (6.3%) Beneficially owned as of June 30, 2026

Beneficial ownership – M.H. Carnegie & Co Pty Ltd 4,625,490 shares of Common Stock (6.1%) Beneficially owned as of June 30, 2026

Shares outstanding 75,330,559 shares of Common Stock Shares outstanding as of June 29, 2026

CHF CDIs and underlying shares 14,952,670 CDIs / 1,495,267 shares Carnegie Healthcare Fund LP holdings in CDIs

CHF immediately exercisable warrants 240,167 shares of Common Stock Shares issuable upon exercise of CHF warrants

CIF2 CDIs and underlying shares 14,162,840 CDIs / 1,416,284 shares Carnegie Innovation Fund No 2 LP holdings in CDIs

MHCC immediately exercisable warrants 195,060 shares of Common Stock Shares issuable upon exercise of MHCC warrants

Key Terms

CHESS Depositary Interests, beneficially own, immediately exercisable warrants, Section 13 of the Securities Exchange Act of 1934, +1 more

5 terms

CHESS Depositary Interests financial

"shares of Common Stock underlying 14,952,670 CHESS Depositary Interests"

CHESS depositary interests are tradable certificates used on the Australian settlement system that represent ownership of underlying foreign shares held by a custodian. They let investors buy and sell foreign-listed stocks on the local exchange as if they were domestic shares, simplifying trading, dividend collection and record-keeping, though they may involve custodian fees and can alter certain direct shareholder rights and tax treatments.

beneficially own financial

"may be deemed to beneficially own the securities held by the Carnegie Funds"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

immediately exercisable warrants financial

"shares of Common Stock issuable upon the exercise of immediately exercisable warrants"

Section 13 of the Securities Exchange Act of 1934 regulatory

"for purposes of Section 13 of the Securities and Exchange Act of 1934, as amended"

long-term investment portfolio financial

"entities owned by Mr. Carnegie that hold securities as part of a long-term investment portfolio"

FAQ

What ownership stake in EBR SYSTEMS, INC. (EBRCZ) does Mark H. Carnegie report?

Mark H. Carnegie reports beneficial ownership of 4,765,108 shares of EBR Systems common stock, representing 6.3% of the class as of June 30, 2026, including shares held through Australian investment entities and CDIs.

How many EBR SYSTEMS, INC. (EBRCZ) shares are outstanding for the ownership calculation?

The reported ownership percentages are based on 75,330,559 shares of EBR Systems common stock outstanding as of June 29, 2026, as cited from the company’s definitive proxy statement and adjusted for shares issuable upon exercise of warrants.

What is M.H. Carnegie & Co Pty Ltd’s reported stake in EBR SYSTEMS, INC. (EBRCZ)?

M.H. Carnegie & Co Pty Ltd reports beneficial ownership of 4,625,490 shares of EBR Systems common stock, equal to 6.1% of the outstanding shares as of June 30, 2026, largely through funds it manages in Australia.

Which investment funds related to Mark H. Carnegie hold EBR SYSTEMS, INC. (EBRCZ) shares?

The reported EBR Systems holdings are spread across Carnegie Healthcare Fund LP, Carnegie Innovation Fund No 2 LP, MHC Fund Services B Pty Ltd, MHC Fund Services 2A Pty Ltd, and M Carnegie Pty Ltd, all managed or owned within the Carnegie group.

How are CHESS Depositary Interests (CDIs) used in the EBR SYSTEMS, INC. (EBRCZ) holdings?

The Carnegie entities hold EBR Systems exposure primarily via CHESS Depositary Interests, such as 14,952,670 CDIs for Carnegie Healthcare Fund, each representing underlying common stock, plus additional shares issuable from immediately exercisable warrants.

Do the reporting persons for EBR SYSTEMS, INC. (EBRCZ) consider themselves a group?

No. Although multiple Australian entities and Mark H. Carnegie file together, they expressly disclaim status as a “group” for purposes of Section 13 of the Securities Exchange Act of 1934, despite the joint Schedule 13G/A filing.

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Available on EDGAR 08/13/2026 - 04:27 PM Accepted by SEC EDGAR 08/13/2026 - 04:26 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

EBR SYSTEMS, INC.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

000000000

(CUSIP Number)

06/30/2026

(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): 000000000

1

Names of Reporting Persons

M.H. Carnegie & Co Pty Ltd

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

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,625,490.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,625,490.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,625,490.00

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)

6.1 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

CUSIP Number(s): 000000000

1

Names of Reporting Persons

Carnegie Healthcare 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

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,735,434.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,735,434.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,735,434.00

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)

2.3 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

CUSIP Number(s): 000000000

1

Names of Reporting Persons

Carnegie Innovation Fund No 2 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

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,461,136.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,461,136.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,461,136.00

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)

1.9 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

CUSIP Number(s): 000000000

1

Names of Reporting Persons

MHC Fund Services B Pty Ltd

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

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 901,540.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 901,540.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

901,540.00

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)

1.2 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

CUSIP Number(s): 000000000

1

Names of Reporting Persons

MHC Fund Services 2A Pty Ltd

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

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 332,320.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 332,320.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

332,320.00

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)

0.4 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

CUSIP Number(s): 000000000

1

Names of Reporting Persons

M Carnegie Pty Ltd

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

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 96,651.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 96,651.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

96,651.00

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)

0.1 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

CUSIP Number(s): 000000000

1

Names of Reporting Persons

Mark H. Carnegie

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

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 42,967.00
6	Shared Voting Power 4,722,141.00
7	Sole Dispositive Power 42,967.00
8	Shared Dispositive Power 4,722,141.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,765,108.00

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)

6.3 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: EBR SYSTEMS, INC.
(b)	Address of issuer's principal executive offices: 480 Oakmead Parkway, Sunnyvale, CA, 94085.
Item 2.
(a)	Name of person filing: The names of the persons filing this report (collectively, the "Reporting Persons") are: M.H. Carnegie & Co Pty Ltd ("MHCC") Carnegie Healthcare Fund LP ("CHF") Carnegie Innovation Fund No 2 LP ("CIF2") MHC Fund Services B Pty Ltd ("MHC Co-Inv") MHC Fund Services 2A Pty Ltd ("CPOF2A") M Carnegie Pty Ltd ("MHCFT") Mark H. Carnegie ("Mr. Carnegie") The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(b)	Address or principal business office or, if none, residence: The Entertainment Quarter 122 Lang Road, Suite 210-F3 Moore Park Australia NSW 2021
(c)	Citizenship: MHCC, CHF, CIF2, MHC Co-Inv, CPOF2A and MHCFT are entities organized in Australia. Mr. Carnegie is a citizen of Australia.
(d)	Title of class of securities: Common Stock, par value $0.0001
(e)	CUSIP No.: 000000000
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: There is no CUSIP number assigned to the Common Stock. Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of Common Stock of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference. The Reporting Persons' ownership of the Issuer's securities consists of: (i) 1,495,267 shares of Common Stock underlying 14,952,670 CHESS Depositary Interests ("CDIs") and 240,167 shares of Common Stock issuable upon the exercise of immediately exercisable warrants directly held by CHF; (ii) 1,416,284 shares of Common Stock underlying 14,162,840 CDIs and 44,852 shares of Common Stock issuable upon the exercise of immediately exercisable warrants directly held by CIF2; (iii) 783,330 shares of Common Stock underlying 7,833,300 CDIs and 118,210 shares of Common Stock issuable upon the exercise of immediately exercisable warrants directly held by MHC Co-Inv; (iv) 332,320 shares of Common Stock underlying 3,323,200 CDIs directly held by CPOF2A; (v) 78,420 shares of Common Stock underlying 784,209 CDIs and 18,231 shares of Common Stock issuable upon the exercise of immediately exercisable warrants directly held by MHCFT; (vi) 195,060 shares of Common Stock issuable upon the exercise of immediately exercisable warrants directly held by MHCC; and (vii) 42,967 shares of Common Stock underlying 429,675 CDIs directly held by Mr. Carnegie. MHCC, an Australian regulated company, is the investment manager of CHF, CIF2, MHC Co-Inv, and CPOF2A (collectively, the "Carnegie Funds") and may be deemed to beneficially own the securities held by the Carnegie Funds for purposes of Section 13 of the Securities and Exchange Act of 1934, as amended. CHF is an Australian domiciled corporate limited partnership. CIF2 is an Australian domiciled registered limited partnership. MHC Co-Inv and CPOF2A are each an Australian domiciled investment trust. The Carnegie Funds are funds managed for the benefit of investors including superannuation funds. MHCC and MHCFT are entities owned by Mr. Carnegie that hold securities as part of a long-term investment portfolio. Accordingly, Mr. Carnegie may be deemed to beneficially own the securities held by MHCC, MHCFT and the Carnegie Funds for purposes of Section 13 of the Securities and Exchange Act of 1934, as amended. The Reporting Persons expressly disclaim status as a "group" for purposes of Section 13 of the Securities and Exchange Act of 1934, as amended.
(b)	Percent of class: Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference. The percentage set forth in each row 11 is based upon 75,330,559 shares of Common Stock outstanding as of June 29, 2026, as reported in the Issuer's definitive proxy statement, filed with the Securities and Exchange Commission (the "SEC") on June 29, 2026, adjusted for shares issuable upon exercise of the warrants, as applicable.
(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 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 June 30, 2026 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 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 June 30, 2026 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 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 June 30, 2026 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 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 June 30, 2026 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:
	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.

M.H. Carnegie & Co Pty Ltd

Signature:	/s/ Mark H. Carnegie
Name/Title:	By: Mark H. Carnegie, Chief Executive Officer
Date:	08/13/2026

Carnegie Healthcare Fund LP

Signature:	/s/ Mark H. Carnegie
Name/Title:	By: Mark H. Carnegie, Director
Date:	08/13/2026

Carnegie Innovation Fund No 2 LP

Signature:	/s/ Mark H. Carnegie
Name/Title:	By: Mark H. Carnegie, Director
Date:	08/13/2026

MHC Fund Services B Pty Ltd

Signature:	/s/ Mark H. Carnegie
Name/Title:	By: Mark H. Carnegie, Director
Date:	08/13/2026

MHC Fund Services 2A Pty Ltd

Signature:	/s/ Mark H. Carnegie
Name/Title:	By: Mark H. Carnegie, Director
Date:	08/13/2026

M Carnegie Pty Ltd

Signature:	/s/ Mark H. Carnegie
Name/Title:	By: Mark H. Carnegie, Director
Date:	08/13/2026

Mark H. Carnegie

Signature:	/s/ Mark H. Carnegie
Name/Title:	Mark H. Carnegie
Date:	08/13/2026

Exhibit Information

Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 1 to the Reporting Persons' Schedule 13G filed with the SEC on November 14, 2024).