Janus Henderson Group Ltd. reports beneficial ownership of 1,894,076 shares of Forte Biosciences, Inc. common stock, representing 9.3% of the class as of June 30, 2026. Janus Henderson’s affiliated asset managers hold shared voting and dispositive power over these shares, generally for client accounts referred to as Managed Portfolios.
The asset managers may be deemed beneficial owners through their investment and voting discretion, but the Managed Portfolios retain the right to receive all dividends and sale proceeds. Among these, Janus Henderson Biotech Innovation Master Fund Ltd. has rights to dividends or proceeds on more than 5% of Forte’s common stock, though it is not considered a separate reporting person due to an irrevocable delegation of investment and voting discretion to an asset manager.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:1,894,076 sharesPercent of class:9.3%Shared voting power:1,894,076 shares+3 more
6 metrics
Shares beneficially owned1,894,076 sharesCommon stock of Forte Biosciences, Inc. beneficially owned by Janus Henderson Group Ltd.
Percent of class9.3%Percentage of Forte Biosciences common stock class held as of June 30, 2026
Shared voting power1,894,076 sharesShares over which affiliated asset managers have shared power to vote or direct the vote
Sole voting power0 sharesShares over which Janus Henderson or affiliates have sole power to vote
Shared dispositive power1,894,076 sharesShares over which affiliated asset managers have shared power to dispose
Reporting date06/30/2026Date as of which the ownership information is reported
"may be deemed to be the beneficial owner of 1,894,076 common stock"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared voting powerfinancial
"Shared Voting Power 1,894,076.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
dispositive powerfinancial
"Shared Dispositive Power 1,894,076.00"
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.
Managed Portfoliosfinancial
"collectively referred to herein as Managed Portfolios"
irrevocable delegationfinancial
"Due to an irrevocable delegation of investment and voting discretion"
FAQ
What percentage of Forte Biosciences (FBRX) does Janus Henderson Group own?
Janus Henderson Group Ltd. reports beneficial ownership of 9.3% of Forte Biosciences’ common stock, representing 1,894,076 shares as of June 30, 2026, held via various affiliated asset managers for client accounts.
How many Forte Biosciences (FBRX) shares does Janus Henderson control voting for?
Janus Henderson’s affiliated asset managers have shared voting power over 1,894,076 Forte Biosciences common shares and no sole voting power, reflecting discretion exercised on behalf of their Managed Portfolios.
Who receives dividends and sale proceeds from Janus Henderson’s Forte Biosciences (FBRX) holdings?
The Managed Portfolios receive all dividends and sale proceeds from the Forte Biosciences shares. Janus Henderson’s asset managers disclaim ownership of these economic rights, holding only investment and/or voting discretion for clients.
Which Janus Henderson fund holds more than 5% of Forte Biosciences (FBRX)?
The Janus Henderson Biotech Innovation Master Fund Ltd. has rights to dividends or sale proceeds for more than 5% of Forte Biosciences’ common stock, but is not a separate reporting person due to delegated investment and voting discretion.
Does Janus Henderson have sole dispositive power over Forte Biosciences (FBRX) shares?
No. Janus Henderson’s affiliated asset managers report 0 shares with sole dispositive power and 1,894,076 shares with shared dispositive power, reflecting their role managing securities for client portfolios.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
FORTE BIOSCIENCES, INC.
(Name of Issuer)
Common Stock
(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
JANUS HENDERSON GROUP 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
JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,894,076.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,894,076.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,894,076.00
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)
9.3 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
FORTE BIOSCIENCES, INC.
(b)
Address of issuer's principal executive offices:
3060 PEGASUS PARK DRIVE, BUILDING 6
DALLAS, TX 75247
Item 2.
(a)
Name of person filing:
Janus Henderson Group Ltd.
In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by Janus Henderson Group Ltd. It does not include securities, if any, beneficially owned by Janus Henderson Group Ltd.s ultimate parent Jupiter Topco LLC, the direct or indirect owners of Jupiter Topco LLC, or other persons that may be deemed under control of such owners. Any beneficial ownership by such persons has been disaggregated from that of Janus Henderson Group Ltd. in accordance with the release.
(b)
Address or principal business office or, if none, residence:
201 Bishopsgate
EC2M 3AE, United Kingdom
(c)
Citizenship:
Y9
(d)
Title of class of securities:
Common Stock
(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:
Janus Henderson Group Ltd. (JHG) is the ultimate parent of a number of SEC-registered investment advisers and foreign equivalents thereof, including but not limited to Janus Henderson Investors US LLC, Janus Henderson Investors UK Limited, Janus Henderson Investors Australia Institutional Funds Management Limited, Janus Henderson Investors Middle East Limited, Janus Henderson Investors (Jersey) Limited, Janus Henderson Investors (Japan) Limited, Janus Henderson Investors (Singapore) Limited, Kapstream Capital Pty Limited, Privacore Capital Advisors LLC, Tabula Investment Management Limited, Victory Park Capital Advisors LLC, and Richard Berstein Advisors LLC (each, an Asset Manager and together, the Asset Managers). The Asset Managers generally exercise investment and/or voting discretion on behalf of their clients which include investment companies, other investment advisers, institutional separate accounts and retail separate accounts (collectively referred to herein as Managed Portfolios).
As a result of their exercise of investment and/or voting discretion on behalf of the Managed Portfolios, the Asset Managers may be deemed to be the beneficial owner of 1,894,076 common stock of Forte Biosciences, Inc., including shares that may be obtained through exercise of warrants. However, the Asset Managers do not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaim any ownership associated with such rights.
(b)
Percent of class:
9.3 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
1894076
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1894076
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.
The Managed Portfolios have the right to receive all dividends from, and the proceeds from the sale of, the securities held in their respective accounts.
Of the Managed Portfolios, only the Janus Henderson Biotech Innovation Master Fund Ltd. has the right to receive dividends from, or the proceeds from the sale of, more than five percent of the common stock of Forte Biosciences, Inc. Due to an irrevocable delegation of investment and voting discretion to an Asset Manager on less than 60 days notice, the Fund is not considered a Reporting Person under Section 13(d) and (g).
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please refer to Exhibit 99.
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
N/A
Item 9.
Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
N/A
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.
