Adage Capital discloses 700,000-share position in Forte Biosciences (FBRX) in ownership filing

Rhea-AI Filing Summary

Adage Capital Management, L.P. and related parties report their ownership in Forte Biosciences, Inc. common stock. Adage Capital Partners, L.P. directly holds 700,000 shares of Forte Biosciences, Inc. (Common Stock, par value $0.001, CUSIP 34962G208).

This position represents 3.42% of the outstanding common stock, based on 20,478,817 shares outstanding as of May 6, 2026, as reported by the company for the quarter ended March 31, 2026. Adage Capital Management, L.P., and individuals Robert Atchinson and Phillip Gross share voting and dispositive power over these 700,000 shares, with no sole voting or dispositive power reported.

Key Figures

Shares beneficially owned: 700,000 shares Ownership percentage: 3.42% Shares outstanding: 20,478,817 shares +2 more

5 metrics

Shares beneficially owned 700,000 shares Common Stock of Forte Biosciences, Inc. held by Adage Capital Partners, L.P.

Ownership percentage 3.42% Portion of Forte Biosciences common stock beneficially owned by the reporting persons

Shares outstanding 20,478,817 shares Forte Biosciences common stock outstanding as of May 6, 2026

Shared voting power 700,000.00 shares Shares over which each reporting person has shared voting power

Shared dispositive power 700,000.00 shares Shares over which each reporting person has shared dispositive power

Key Terms

beneficial ownership, dispositive power, percent of class, investment manager, +1 more

5 terms

beneficial ownership financial

"The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities"

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.

dispositive power financial

"Shared Dispositive Power 700,000.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

percent of class financial

"Percent of class: 3.42%"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

investment manager financial

"Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), as the investment manager of Adage Capital Partners, L.P."

limited partnership financial

"Adage Capital Management, L.P., a Delaware limited partnership ("ACM")"

A limited partnership is a legal business structure with two types of partners: at least one general partner who runs the business and bears full legal responsibility, and one or more limited partners who contribute money, share profits, and have liability capped at their investment. For investors, it matters because it separates control from financial exposure — like putting money into a store without managing it — and affects how returns, risks, taxes and transferability of ownership are handled.

FAQ

What percentage of Forte Biosciences (FBRX) does Adage Capital own?

Adage Capital and related reporting persons beneficially own 3.42% of Forte Biosciences’ common stock, representing 700,000 shares out of 20,478,817 shares outstanding as of May 6, 2026, per the company’s Form 10-Q.

How many Forte Biosciences (FBRX) shares are reported by Adage Capital?

Adage Capital Partners, L.P. directly holds 700,000 shares of Forte Biosciences common stock. This stake is managed by Adage Capital Management, L.P., with shared voting and dispositive power reported by Robert Atchinson and Phillip Gross.

Is Adage Capital a 5% or greater shareholder of Forte Biosciences (FBRX)?

No. The reporting group states beneficial ownership of 3.42% of Forte Biosciences’ common stock, which is 5 percent or less of the class, as calculated from 20,478,817 shares outstanding as of May 6, 2026.

Who are the reporting persons in the Forte Biosciences (FBRX) Schedule 13G/A?

The reporting persons are Adage Capital Management, L.P., and individuals Robert Atchinson and Phillip Gross. Adage Capital Partners, L.P. directly holds the shares, with the reporting persons having shared voting and dispositive power over the 700,000 shares.

What is the share count used to calculate Adage’s 3.42% stake in Forte Biosciences (FBRX)?

The 3.42% ownership is calculated using 20,478,817 shares of Forte Biosciences common stock outstanding as of May 6, 2026, as disclosed in the company’s Quarterly Report for the period ended March 31, 2026.

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Available on EDGAR 08/12/2026 - 12:00 PM Accepted by SEC EDGAR 08/12/2026 - 12:00 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)

Forte Biosciences, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

34962G208

(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): 34962G208

1

Names of Reporting Persons

Adage Capital Management, 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 700,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 700,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

700,000.00

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)

3.42 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP Number(s): 34962G208

1

Names of Reporting Persons

Robert Atchinson

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 700,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 700,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

700,000.00

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)

3.42 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 34962G208

1

Names of Reporting Persons

Phillip Gross

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 700,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 700,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

700,000.00

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)

3.42 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Forte Biosciences, Inc.
(b)	Address of issuer's principal executive offices: 3060 Pegasus Park Dr. , Building 6, Dallas, Texas 75247
Item 2.
(a)	Name of person filing: This statement is filed by: (i) Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"), with respect to the common stock, par value $0.001 per share ("Common Stock"), of Forte Biosciences, Inc., a Delaware corporation (the "Company"), directly held by ACP; (ii) Robert Atchinson ("Mr. Atchinson"), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), managing member of Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), general partner of ACP and (2) managing member of Adage Capital Partners LLC, a Delaware limited liability company ("ACPLLC"), general partner of ACM, with respect to the Common Stock directly held by ACP; and (iii) Phillip Gross ("Mr. Gross"), as (1) managing member of ACA, managing member of ACPGP and (2) managing member of ACPLLC, general partner of ACM, with respect to the Common Stock directly held by ACP. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
(c)	Citizenship: ACM is a limited partnership organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States.
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(e)	CUSIP No.: 34962G208
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 each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 20,478,817 shares of Common Stock outstanding as of May 6, 2026, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the Securities and Exchange Commission on May 11, 2026.
(b)	Percent of class: 3.42%
(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 each of the Reporting Persons 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 each of the Reporting Persons 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 each of the Reporting Persons 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 each of the Reporting Persons and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
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).
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.

Adage Capital Management, L.P.

Signature:	/s/ Robert Atchinson
Name/Title:	By: Adage Capital Partners LLC, its General Partner, By: Robert Atchinson, its Managing Member
Date:	08/12/2026

Robert Atchinson

Signature:	/s/ Robert Atchinson
Name/Title:	Robert Atchinson, individually
Date:	08/12/2026

Phillip Gross

Signature:	/s/ Phillip Gross
Name/Title:	Phillip Gross, individually
Date:	08/12/2026