Highbridge Capital Management amends a Schedule 13G to report beneficial ownership of 2,734,654 shares of Fortress Biotech common stock issuable upon exercise of warrants. The filing states this represents 7.8% of the class based on March 25, 2026 outstanding shares of 32,202,564.
The statement attributes sole voting and dispositive power over the 2,734,654 shares to Highbridge and identifies Highbridge Tactical Credit Master Fund, L.P. as a Highbridge Fund holding more than 5%. The filing is signed by Kirk Rule on May 15, 2026.
Positive
None.
Negative
None.
Insights
Highbridge reports a substantial warrant-backed stake of 7.8%.
The filing lists 2,734,654 shares as beneficially owned by Highbridge, described as shares "issuable upon exercise of warrants." The calculation uses an outstanding share base of 32,202,564 shares as of March 25, 2026.
Cash‑flow treatment and exercise timing are not stated; subsequent holder decisions will determine whether these warrants translate into actual share sales or holdings. Future filings may disclose exercises or dispositions.
Filing clarifies voting/dispositive authority and fund attribution.
The cover page shows sole voting power and sole dispositive power of 2,734,654 shares held by Highbridge. Item 6 names Highbridge Tactical Credit Master Fund, L.P. as a fund with >5% economic interest.
This amendment is administrative: it updates beneficial‑ownership reporting and does not itself effect transfers or exercises; watch for any Form 4/5 or 8‑K reporting warrant exercises or secondary sales.
Key Figures
Beneficially owned shares:2,734,654 sharesPercent of class:7.8%Shares outstanding used:32,202,564 shares+2 more
5 metrics
Beneficially owned shares2,734,654 sharesissuable upon exercise of warrants
Percent of class7.8%calculated based on outstanding shares as of March 25, 2026
Shares outstanding used32,202,564 sharesoutstanding as of <date>March 25, 2026</date>
Sole voting power2,734,654 sharesRow 5 of the cover page
CUSIP34960Q307Fortress Biotech Common Stock
Key Terms
issuable upon exercise of warrants, beneficial ownership, Securities Exchange Act of 1934 Section 13
3 terms
issuable upon exercise of warrantsfinancial
"Reflects shares of Common Stock issuable upon exercise of warrants."
beneficial ownershipregulatory
"This statement is filed by Highbridge Capital Management, LLC...with respect to the common stock...issuable upon exercise of warrants"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Securities Exchange Act of 1934 Section 13regulatory
"should not be construed as an admission that any of the foregoing persons...is the beneficial owner"
What stake does Highbridge report in Fortress Biotech (FBIO)?
Highbridge reports beneficial ownership of 2,734,654 shares issuable upon exercise of warrants, representing 7.8% of the class based on March 25, 2026 and 32,202,564 outstanding shares.
Are the reported Fortress Biotech shares currently outstanding?
The filing states the shares are issuable upon exercise of warrants, so they are not listed as currently outstanding shares but counted assuming exercise in the ownership percentage calculation.
Which Highbridge entity holds more than 5% of FBIO?
The amendment identifies Highbridge Tactical Credit Master Fund, L.P. as a Highbridge Fund with the right to receive dividends or sale proceeds for more than 5% of the outstanding Common Stock.
What voting and dispositive powers does Highbridge report?
The cover page shows Highbridge has sole voting power and sole dispositive power over the 2,734,654 shares reported, as stated in the filing's Row 5 and Row 7 entries.
What share count did Fortress Biotech use to calculate the percentage?
The percentage is calculated using an aggregate of 32,202,564 shares of Common Stock outstanding as of March 25, 2026, cited from the Issuer's Form 10‑K for the year ended December 31, 2025.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Fortress Biotech, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
34960Q307
(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):
34960Q307
1
Names of Reporting Persons
Highbridge Capital Management, 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
2,734,654.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,734,654.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,734,654.00
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)
7.8 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: Reflects shares of Common Stock (as defined in Item 2(a)) issuable upon exercise of warrants.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Fortress Biotech, Inc.
(b)
Address of issuer's principal executive offices:
1111 Kane Concourse, Suite 301, Bay Harbor Islands, FL 33154
Item 2.
(a)
Name of person filing:
This statement is filed by Highbridge Capital Management, LLC ("Highbridge" or the "Reporting Person"), a Delaware limited liability company and the investment adviser to certain funds and accounts (the "Highbridge Funds"), with respect to the common stock, par value $0.0001 per share ("Common Stock") of Fortress Biotech, Inc., a Delaware corporation (the "Issuer"), issuable upon exercise of warrants directly held by the Highbridge Funds;
The filing of this statement should not be construed as an admission that any of the foregoing persons or the Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of the Reporting Person is 390 Madison Avenue, 28th Floor, New York, NY 10017.
(c)
Citizenship:
Highbridge is a Delaware limited liability company.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
34960Q307
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:
The information required by Item 4(a) is set forth in Row 9 of the cover page for the Reporting Person and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 32,202,564 shares of Common Stock outstanding as of March 25, 2026, as reported in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on March 31, 2026, and assumes the exercise of the warrants held by the Highbridge Funds.
(b)
Percent of class:
7.8%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for the Reporting Person and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for the Reporting Person and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for the Reporting Person and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for the Reporting Person and is incorporated herein 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.
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.
See Item 2(a). The Highbridge Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein. Highbridge Tactical Credit Master Fund, L.P., a Highbridge Fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the outstanding Common Stock.
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 acquired and are held in the ordinary course of business and 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.
