Janus Henderson Group plc reports beneficial ownership of common stock in FORTE BIOSCIENCES, INC. The filing states the Asset Managers under Janus Henderson beneficially hold 1,387,178 shares of common stock, representing 9.99% of the class. The filing also lists 299,798 pre-funded warrants that cannot be exercised to the extent they would result in ownership over 9.99%. The disclosure describes investment and voting discretion exercised on behalf of managed client portfolios.
Positive
None.
Negative
None.
Insights
Large passive stake disclosed at the 9.99% threshold.
The schedule indicates Janus Henderson’s Asset Managers collectively hold 1,387,178 shares of common stock, equal to 9.99% of the class, and reference 299,798 pre-funded warrants constrained by the 9.99% limit. Holdings are reported as managed-client positions with voting and investment discretion.
Impact depends on which managed portfolios choose to trade; the filing notes one fund holds >5% of the class. Subsequent filings would show changes in holdings or conversions of the pre-funded warrants.
Disclosure frames ownership and voting authority for regulatory compliance.
The form clarifies that Janus Henderson is an ultimate parent of multiple SEC-registered advisers and that the Asset Managers may be deemed beneficial owners by virtue of discretion over Managed Portfolios. It disclaims receipt rights for dividends/proceeds for certain holdings.
Classification details and an Exhibit are referenced for subsidiary identification. The filing preserves the 9.99% ownership cap for exercise of pre-funded warrants.
Key Figures
Beneficial ownership:1,387,178 sharesPercent of class:9.99%Pre-funded warrants:299,798 warrants+3 more
6 metrics
Beneficial ownership1,387,178 sharesamount beneficially owned as reported on Schedule 13G/A
Percent of class9.99%percent of common stock class reported
Pre-funded warrants299,798 warrantspre-funded warrants subject to exercise limitation tied to 9.99% cap
Shared voting power1,387,178 sharesshared power to vote as reported
Signature date5/15/2026date the Schedule 13G/A was signed
CUSIP34962G208CUSIP for Forte Biosciences common stock
"an additional 299,798 pre-funded warrants which cannot be exercised"
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.
beneficial ownershipregulatory
"may be deemed to be the beneficial owner of 1,387,178 common stock"
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.
Managed Portfoliosfinancial
"collectively referred to herein as Managed Portfolios"
What stake does Janus Henderson report in FORTE BIOSCIENCES (FBRX)?
Janus Henderson reports beneficial ownership of 1,387,178 shares, representing 9.99% of FORTE BIOSCIENCES common stock. The filing also discloses 299,798 pre-funded warrants subject to a 9.99% ownership limitation.
Do the Asset Managers have voting or dispositive power over the FBRX shares?
The filing states the Asset Managers have shared voting power and shared dispositive power over 1,387,178 shares. Sole voting and dispositive power are reported as 0, reflecting manager discretion on behalf of clients.
Are the pre-funded warrants in the Janus Henderson filing exercisable into FBRX stock?
The filing lists 299,798 pre-funded warrants but states they cannot be exercised to the extent exercise would result in ownership in excess of 9.99%. The warrants are therefore constrained by that ownership cap.
Which managed portfolio holds more than 5% of FBRX according to the filing?
The filing identifies the Janus Henderson Biotech Innovation Master Fund Ltd. as having the right to receive dividends or sale proceeds for more than 5% of FORTE BIOSCIENCES common stock among the Managed Portfolios.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
FORTE BIOSCIENCES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
34962G208
(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):
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
1,387,178.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,387,178.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,387,178.00
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)
9.99 %
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 1,387,178 common stock, as well as an additional 299,798 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:
9.99 %
(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:
1387178
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1387178
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.
