Redmile (NASDAQ: FATE) shifts stake to SPV in internal reorg

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Fate Therapeutics’ large shareholder Redmile Group has updated its ownership report following an internal reorganization of its investment vehicles. RedCo II Master Fund, L.P. transferred all its Fate securities to two wholly owned SPVs, including RedCo II Offshore SPV LLC, for no consideration.

After the reorganization, RedCo II Master Fund no longer beneficially owns more than 5% of Fate’s common stock and will be dissolved, while RedCo II Offshore SPV became a more‑than‑5% holder. Redmile Group and Jeremy C. Green may be deemed to beneficially own 18,229,078 shares of common stock, or 14.9% of the class, including shares issuable from options, Class A Preferred Stock and Pre-Funded Warrants, with overall aggregate ownership unchanged.

Key Figures

Redmile beneficial ownership: 18,229,078 shares (14.9%) RedCo II Offshore SPV stake: 10,144,307 shares (8.5%) Shares outstanding basis: 116,263,459 shares +5 more

8 metrics

Redmile beneficial ownership 18,229,078 shares (14.9%) Common stock and related instruments beneficially owned by Redmile Group and Jeremy C. Green

RedCo II Offshore SPV stake 10,144,307 shares (8.5%) Common stock over which RedCo II Offshore SPV LLC has shared voting and dispositive power

Shares outstanding basis 116,263,459 shares Fate Therapeutics common stock outstanding as of February 19, 2026 per Form 10-K

Max issuable under warrants/preferred 5,192,574 shares Maximum common shares issuable to Redmile Funds under ownership limitations

RedCo II SPV warrants 2,778,091 shares Common shares issuable upon exercise of Pre-Funded Warrants held by RedCo II Offshore SPV LLC

RedCo II SPV preferred conversion 609,655 shares Common shares issuable from 121,931 Class A Preferred shares held by RedCo II Offshore SPV LLC

Options included in ownership 152,227 shares Common shares subject to options exercisable within 60 days, attributed to Redmile

Pre-Funded Warrant exercise price $0.001 per share Exercise price of Fate Therapeutics Pre-Funded Warrants held by Redmile-related funds

Key Terms

Schedule 13D/A, Pre-Funded Warrants, Class A Preferred Stock, Preferred Beneficial Ownership Limitation, +2 more

6 terms

Schedule 13D/A regulatory

"This amendment No. 10 to (this "Amendment No. 10") amends and supplements the filed with the SEC"

A Schedule 13D/A is an amended disclosure filed with regulators by an investor who already reported owning more than 5% of a company’s shares and needs to update their original filing. Think of it as a public status update that tells markets whether the investor’s ownership, plans, or source of funds have changed; such updates matter because they can signal a push for control, major strategic moves, or increased pressure on management, which can affect stock prices.

Pre-Funded Warrants financial

"The Pre-Funded Warrants are exercisable at a price of $0.001 per share."

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.

Class A Preferred Stock financial

"The Class A Preferred Stock is convertible into shares of Common Stock on a one-for-five basis."

Preferred Beneficial Ownership Limitation regulatory

"would beneficially own a number of shares of Common Stock in excess of the Preferred Beneficial Ownership Limitation"

Warrant Beneficial Ownership Blocker regulatory

"the combined voting power of the securities of the Issuer beneficially owned by such holder... (the "Warrant Beneficial Ownership Blocker")"

Swap Novation financial

"RedCo II Master novated the swap agreements to the SPVs on a pro-rata basis, for no consideration"

04/22/2026 - 09:47 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

FATE THERAPEUTICS INC

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

31189P102

(CUSIP Number)

Josh Garcia
Redmile Group, LLC, 900 Larkspur Landing Circle, Suite 270
Larkspur, CA, 94939
(415) 489-9980

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

04/20/2026

(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).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, par value $0.001 per share

(b)

Name of Issuer:

FATE THERAPEUTICS INC

(c)

Address of Issuer's Principal Executive Offices:

12278 Scripps Summit Drive, San Diego, CALIFORNIA , 92131.

Item 2.

Identity and Background

(a)

This amendment No. 10 to Schedule 13D (this "Amendment No. 10") amends and supplements the Schedule 13D filed with the SEC on August 2, 2018, as previously amended and supplemented by amendment No. 1 to the Schedule 13D filed with the SEC on September 27, 2018, amendment No. 2 to the Schedule 13D filed with the SEC on September 17, 2019, amendment No. 3 to the Schedule 13D filed with the SEC on June 18, 2020, amendment No. 4 to the Schedule 13D filed with the SEC on January 12, 2021, amendment No. 5 to the Schedule 13D filed with the SEC on April 19, 2023, amendment No. 6 to the Schedule 13D filed with the SEC on December 26, 2023, amendment No. 7 to the Schedule 13D filed with the SEC on March 25, 2024, amendment No. 8 to the Schedule 13D filed with the SEC on December 26, 2024 and amendment No. 9 to the Schedule 13D filed with the SEC on July 3, 2025 (collectively, the "Prior Schedule 13D"), by Redmile Group, LLC, a Delaware limited liability company ("Redmile"), Jeremy C. Green, a citizen of the United Kingdom, and, from amendment No. 5 until this Amendment No. 10, RedCo II Master Fund, L.P., a Cayman Island exempted limited partnership, in each case, relating to the common stock, $0.001 par value per share (the "Common Stock"), of Fate Therapeutics, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used but not defined in this Amendment No. 10 shall have the meanings set forth in the Prior Schedule 13D. Except as specifically amended by this Amendment No. 10, the Prior Schedule 13D is unchanged.

(b)

Item 2(b) of the Prior Schedule 13D is hereby amended and restated in its entirety as follows: Redmile Group, LLC 900 Larkspur Landing Circle, Suite 270 Larkspur, California 94939 Jeremy C. Green: c/o Redmile Group, LLC (NY Office) 45 W. 27th Street, Floor 11 New York, NY 10001 RedCo II Offshore SPV LLC: c/o Redmile Group, LLC 900 Larkspur Landing Circle, Suite 270 Larkspur, California 94939 RedCo II Master Fund, L.P.: c/o Redmile Group, LLC 900 Larkspur Landing Circle, Suite 270 Larkspur, California 94939

(c)

Item 2(c) of the Prior Schedule 13D is hereby amended and restated in its entirety as follows: Redmile Group, LLC: investment manager/adviser to certain private investment vehicles Jeremy C. Green: managing member of Redmile RedCo II Offshore SPV LLC: private investment fund RedCo II Master Fund, L.P.: private investment fund

(d)

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Item 2(f) of the Prior Schedule 13D is hereby amended and restated in its entirety as follows: Redmile Group, LLC: Delaware Jeremy C. Green: United Kingdom RedCo II Offshore SPV LLC: Cayman Islands RedCo II Master Fund, L.P.: Cayman Islands

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Prior Schedule 13D is hereby amended and supplemented by adding the following paragraph immediately after the last paragraph of Item 3: On April 20, 2026, in connection with an internal reorganization of RedCo II Master Fund, L.P. ("RedCo II Master"), a private investment vehicle managed by Redmile Group, LLC ("Redmile"), Redco II Master contributed all of its securities of the Issuer pro rata and in kind, for no consideration, to its two wholly-owned subsidiaries (collectively, the "SPVs"), including RedCo II Offshore SPV LLC ("RedCo II SPV"), which are also managed by Redmile. The securities consisted of: (a) 8,977,624 shares of Common Stock, par value $0.001 per share (the "Common Stock"), (b) Pre-Funded Warrants to purchase 3,691,324 shares of Common Stock, (c) 162,013 shares of Class A Preferred Stock (which, based on the one-for-five conversion ratio, are convertible into 609,655 shares of Common Stock), and (d) notional shares of cash-settled swaps representing the economic equivalent of 266,280 shares of the Common Stock. As a result of the internal reorganization, (i) RedCo II Master ceased to have voting or dispositive power over any of the Issuer's securities and, therefore, is no longer a beneficial owner of more than 5% of the Issuer's Common Stock and will be dissolved, and (ii) RedCo II SPV became a beneficial owner of more than 5% of the Common Stock. Accordingly, this Amendment No. 10 serves as an exit filing for RedCo II Master and as an initial filing for RedCo II SPV. The internal reorganization resulted in no change in the aggregate beneficial ownership of Redmile or Mr. Green.

Item 5.

Interest in Securities of the Issuer

(a)

Item 5(a) of the Prior Schedule 13D is hereby amended and restated in its entirety as follows: The aggregate amount of shares of Common Stock that may be deemed beneficially owned by the Reporting Persons includes the following: (i) 353,233 shares of Common Stock held by Redmile Capital Offshore II Master Fund, Ltd., (ii) 146,127 shares of Common Stock held by Redmile Strategic Trading Sub, Ltd., (iii) 1,253,227 shares of Common Stock held by Redmile Strategic Long Only Trading Sub, Ltd., (iv) 6,756,561 shares of Common Stock held by RedCo II Offshore SPV LLC, (v) 2,221,063 shares of Common Stock held by RedCo II Onshore SPV LLC, (vi) 1,931,216 shares of Common Stock held by Redmile Biopharma Investments I, L.P., (vii) 107,103 shares of Common Stock held by RedCo I, L.P., and (viii) 104,416 shares of Common Stock held by RM Special Holdings 8, LLC. Redmile is the investment manager/adviser to each of the Redmile Funds and, in such capacity, exercises voting and investment power over all of the shares held by the Redmile Funds and may be deemed to be the beneficial owner of these shares. Jeremy C. Green serves as the managing member of Redmile and also may be deemed to be the beneficial owner of these shares. Redmile and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. The Reporting Persons may also be deemed to beneficially own: (i) 11,331 shares of Common Stock pursuant to certain restricted stock units that have vested or will vest within 60 days of the date of this filing, and (ii) 152,227 shares of Common Stock subject to options to purchase shares of Common Stock that are exercisable within 60 days of the date of this filing (the "Options"). The restricted stock units and Options were granted to Michael S. Lee, a managing director of Redmile, in connection with his service as a member of the Board of Directors of the Issuer. Pursuant to the policies of Redmile, Mr. Lee holds the restricted stock units and Options as a nominee on behalf, and for the sole benefit, of Redmile and has assigned all economic, pecuniary and voting rights in respect of the restricted stock units and Options to Redmile. Redmile and Mr. Green each disclaim beneficial ownership of the restricted stock units and Options, except to the extent of its or his pecuniary interest in the shares subject to such restricted stock units and Options, if any, and this Schedule 13D shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities any purpose. Subject to the Preferred Beneficial Ownership Blocker (as defined below), the Reporting Persons may also be deemed to beneficially own shares of Common Stock issuable upon conversion of the following: (i) 194,884 shares of the Issuer's Class A Preferred Stock held by Redmile Capital Fund, LP, (ii) 176,110 shares of Class A Preferred Stock held by Redmile Capital Offshore Master Fund, Ltd., (iii) 1,687,110 shares of Class A Preferred Stock held by Redmile Capital Offshore II Master Fund, Ltd., (iv) 162,426 shares of Class A Preferred Stock held by Redmile Strategic Trading Sub, Ltd., (v) 342,422 shares of Class A Preferred Stock held by Redmile Biopharma Investments I, L.P., (vi) 121,931 shares of Class A Preferred Stock held by RedCo II Offshore SPV LLC, (vii) 40,082 shares of Class A Preferred Stock held by RedCo II Onshore SPV LLC, and (viii) 30,121 shares of Class A Preferred Stock held by RM Special Holdings 8, LLC. The Class A Preferred Stock is convertible into shares of Common Stock on a one-for-five basis. Pursuant to the Certificate of Designation of Preferences, Rights and Limitations of Class A Convertible Preferred Stock (as amended and restated, the "Certificate of Designation"), the Issuer may not effect any conversion of the Class A Preferred Stock, and a holder of the Class A Preferred Stock does not have the right to convert any portion of the Class A Preferred Stock held by such holder, to the extent that, after giving effect to the attempted conversion set forth in a notice of conversion, such holder, together with such holder's affiliates and any other person whose beneficial ownership of Common Stock would be aggregated with such holder's for purposes of Section 13(d) or Section 16 of the Act, and the applicable regulations of the SEC, including any "group" of which such holder is a member, would beneficially own a number of shares of Common Stock in excess of the Preferred Beneficial Ownership Limitation (the "Preferred Beneficial Ownership Blocker"). The "Preferred Beneficial Ownership Limitation" is 14.99% of the shares of Common Stock then issued and outstanding, which percentage may be changed at a holder's election upon 61 days' notice to the Issuer. Subject to the Warrant Beneficial Ownership Blocker (as defined below), the Reporting Persons may also be deemed to beneficially own shares of Common Stock issuable upon exercise of pre-funded warrants (the "Pre-Funded Warrants") to purchase (i) 202,350 shares of Common Stock held by Redmile Strategic Trading Sub, Ltd., (ii) 2,778,091 shares of Common Stock held by RedCo II Offshore SPV LLC, and (iii) 913,233 shares of Common Stock held by RedCo II Onshore SPV LLC. The Pre-Funded Warrants are exercisable at a price of $0.001 per share. Pursuant to the terms of the Pre-Funded Warrants, the Issuer shall not effect any exercise of, and a holder of a Pre-Funded Warrant shall not be entitled to exercise, the Pre-Funded Warrant held by such holder for a number of shares of Common Stock in excess of the number of shares of Common Stock which, upon giving effect or immediately prior to such exercise, would cause (x) the aggregate number of shares of Common Stock beneficially owned by such holder, such holder's affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with such holder's for purposes of Section 13(d) of the Act to exceed the Maximum Percentage (as defined below) of the total number of issued and outstanding shares of Common Stock following such exercise, or (y) the combined voting power of the securities of the Issuer beneficially owned by such holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with such holder's for purposes of Section 13(d) of the Act to exceed the Maximum Percentage of the combined voting power of all of the securities of the Issuer then outstanding following such exercise (the "Warrant Beneficial Ownership Blocker"). The "Maximum Percentage" is 14.99%, which percentage may be changed to up to 19.99% at a holder's election upon at least 61 days' notice to the Issuer. Under the Warrant Beneficial Ownership Limitation and the Preferred Beneficial Ownership Limitation, as applicable, the maximum amount of Common Stock that could be issued to the Redmile Funds in the aggregate upon exercise of the Pre-Funded Warrants and/or conversion of the Class A Preferred Stock is 5,192,574 shares, which includes (i) the 2,778,091 shares of Common Stock that could be issued upon exercise of the Pre-Funded Warrants directly held by RedCo II SPV and (ii) the 609,655 shares of Common Stock that could be issued upon conversion on the 121,931 shares of Class A Preferred stock directly held by RedCo II SPV. For purposes of this Schedule 13D, the percent of class for Redmile and Jeremy Green was calculated based on: (a) 116,263,459 shares of Common Stock outstanding on February 19, 2026, as disclosed in the Issuer's annual report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 26, 2026 (the "Form 10-K"), plus (b) 152,227 shares of Common Stock issuable upon the exercise of the Options, plus (c) 5,192,574 shares of Common Stock issuable upon either the exercise of the Pre-Funded Warrants held by the Redmile Funds, or the conversion on a one-for-five basis of the shares of the Class A Preferred Stock held by the Redmile Funds, which due to the Warrant Beneficial Ownership Limitation and the Preferred Beneficial Ownership Limitation, as applicable, is the maximum number of shares that could be issued upon exercise of the Pre-Funded Warrants or conversion of the Class A Preferred Stock. For purposes of this Schedule 13D, the percent of class for RedCo II SPV was calculated based on: (a) 116,263,459 shares of Common Stock outstanding on February 19, 2026, as disclosed in the Issuer's Form 10-K, plus (b) 2,778,091 shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants held by RedCo II SPV, plus (c) 609,655 shares of Common Stock issuable upon the conversion on a one-for-five basis of the shares of the Class A Preferred Stock held by RedCo II SPV.

(b)

Redmile Group, LLC: (1) Sole Voting Power: 0 (2) Shared Voting Power: 18,229,078 (3) Sole Dispositive Power: 0 (4) Shared Dispositive Power: 18,229,078 Jeremy C. Green: (1) Sole Voting Power: 0 (2) Shared Voting Power: 18,229,078 (3) Sole Dispositive Power: 0 (4) Shared Dispositive Power: 18,229,078 RedCo II Offshore SPV LLC: (1) Sole Voting Power: 0 (2) Shared Voting Power: 10,144,307 (3) Sole Dispositive Power: 0 (4) Shared Dispositive Power: 10,144,307 RedCo II Master Fund, L.P.: (1) Sole Voting Power: 0 (2) Shared Voting Power: 0 (3) Sole Dispositive Power: 0 (4) Shared Dispositive Power: 0

(c)

Other than the internal reorganization described in Item 3, there have been no transactions in the Issuer's securities by the reporting persons in the past 60 days.

(e)

On April 20, 2026, RedCo II Master ceased to be a beneficial owner of more than 5% of the Issuer's Common Stock.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

The paragraph under the heading "Swap Novation" is hereby added after the last paragraph in Item 6 of the Prior Schedule 13D: Swap Novation In connection with the internal reorganization described in Item 3, RedCo II Master novated the swap agreements to the SPVs on a pro-rata basis, for no consideration, with no change to any other terms of the swap agreement and no change in the economic exposure.

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.

Redmile Group, LLC

Signature:	/s/ Jeremy C. Green
Name/Title:	Managing Member
Date:	04/22/2026

Jeremy C. Green

Signature:	/s/ Jeremy C. Green
Name/Title:	Jeremy C. Green
Date:	04/22/2026

RedCo II Offshore SPV LLC

Signature:	/s/ Jeremy C. Green
Name/Title:	Managing Member of Redmile Group, LLC, its manager
Date:	04/22/2026

RedCo II Master Fund, L.P.

Signature:	/s/ Jeremy C. Green
Name/Title:	Managing Member of RedCo II (GP), LLC, its General Partner
Date:	04/22/2026

Source: View Original Filing on SEC EDGAR

FAQ

What does the latest Schedule 13D/A for FATE report about Redmile’s stake?

The filing reports that Redmile Group and Jeremy C. Green may be deemed to beneficially own 18,229,078 shares of Fate Therapeutics common stock, representing 14.9% of the class, after an internal reorganization of their investment vehicles shifted holdings into new SPVs.

How did RedCo II Master Fund’s ownership in Fate Therapeutics (FATE) change?

RedCo II Master Fund contributed all its Fate securities to two wholly owned SPVs, including RedCo II Offshore SPV LLC, for no consideration. As a result, it ceased to have voting or dispositive power over Fate securities and is no longer a beneficial owner of more than 5% of the common stock.

What is RedCo II Offshore SPV LLC’s beneficial ownership in FATE after the reorganization?

RedCo II Offshore SPV LLC now has shared voting and dispositive power over 10,144,307 shares of Fate Therapeutics common stock, representing 8.5% of the class. This includes common shares and shares issuable from Pre-Funded Warrants and Class A Preferred Stock held by the SPV.

How is the 14.9% beneficial ownership for Redmile in Fate Therapeutics calculated?

The 14.9% figure is based on 116,263,459 Fate common shares outstanding, plus 152,227 shares issuable from options and 5,192,574 shares issuable from Pre-Funded Warrants or Class A Preferred Stock. These additional instruments are subject to ownership blockers that cap Redmile’s effective voting and economic stake.

What are the Pre-Funded Warrants and Class A Preferred Stock mentioned for FATE?

Pre-Funded Warrants are rights to buy Fate common stock at $0.001 per share, while Class A Preferred Stock converts into common stock on a one-for-five basis. Both are subject to beneficial ownership limitations that restrict exercises or conversions above specified percentage thresholds of outstanding common shares.

Did Redmile’s aggregate economic exposure to Fate Therapeutics (FATE) change in this filing?

The filing states the internal reorganization resulted in no change in the aggregate beneficial ownership of Redmile Group or Jeremy C. Green. The shift simply moved securities from RedCo II Master Fund into wholly owned SPVs, while maintaining the same overall economic and voting exposure to Fate Therapeutics.