Janus Henderson Group plc has disclosed a significant ownership position in Forte Biosciences, Inc. Through its investment adviser subsidiaries, it may be deemed to beneficially own 1,425,785 shares of Forte common stock, representing 11.4% of the outstanding class as of the reporting date.
The shares are held in various managed portfolios for clients, with the asset managers sharing voting and dispositive power over all 1,425,785 shares and having no sole power. The filing also notes 521,016 pre-funded warrants held in managed portfolios that cannot be exercised if doing so would push ownership above 9.99% of Forte. Dividends and sale proceeds belong to the underlying client accounts, not Janus Henderson.
What ownership stake in Forte Biosciences (FBRX) does Janus Henderson report?
Janus Henderson Group plc reports beneficial ownership of 1,425,785 shares of Forte Biosciences common stock, representing 11.4% of the class. This stake is held across various managed portfolios for its clients, over which affiliated asset managers share voting and dispositive power.
Who actually receives dividends and sale proceeds from Forte Biosciences shares?
Dividends and sale proceeds from Forte Biosciences shares are received by the Managed Portfolios, not Janus Henderson. The filing states clients’ accounts have the right to all dividends and sale proceeds, while Janus Henderson’s asset managers exercise investment and voting discretion on their behalf.
Does Janus Henderson hold any warrants related to Forte Biosciences (FBRX)?
Yes. Managed Portfolios hold 521,016 pre-funded warrants linked to Forte Biosciences. These warrants contain a 9.99% ownership cap, meaning they cannot be exercised to the extent exercise would cause ownership of Forte to exceed 9.99% of the company.
How much voting power does Janus Henderson report over Forte Biosciences stock?
Janus Henderson reports no sole voting power and shared voting power over 1,425,785 Forte Biosciences shares. It similarly reports no sole dispositive power and shared dispositive power over the same 1,425,785 shares, all held in client-managed portfolios.
Which Janus Henderson fund holds more than 5% of Forte Biosciences stock benefits?
The filing notes that Janus Henderson Biotech Innovation Master Fund Ltd. has rights to dividends or sale proceeds relating to more than five percent of Forte’s common stock. Due to an irrevocable delegation of investment and voting discretion, this fund is not treated as a separate reporting person.
What is the key certification Janus Henderson makes about its Forte Biosciences holdings?
Janus Henderson certifies the securities were acquired and held in the ordinary course of business and not to change or influence control of Forte Biosciences. It also states the holdings are not connected with any transaction intended to affect control, aside from specific nomination-related activities allowed by rule.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
FORTE BIOSCIENCES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
34962G208
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
34962G208
1
Names of Reporting Persons
JANUS HENDERSON GROUP PLC
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
1,425,785.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,425,785.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,425,785.00
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)
11.4 %
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 plc
(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 plc (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, and Victory Park Capital 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 1,425,785 common stock, as well as an additional 521,016 pre-funded warrants which cannot be exercised to the extent they result in ownership in excess of 9.99% of Forte Biosciences, Inc. 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:
11.4 %
(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:
1425785
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1425785
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.
