Forte Biosciences (Common Stock) Schedule 13G: Adage Capital Management and affiliated reporting persons disclose beneficial ownership of 950,000 shares of common stock, representing 6.84% of the class based on 13,885,668 shares outstanding as of March 27, 2026. The shares are directly held by Adage Capital Partners, L.P. and reported with shared voting and shared dispositive power by the named reporting persons.
The filing identifies the reporting persons, their business address, and the CUSIP 34962G208. Ownership percentages and the outstanding share base are taken from the company’s Annual Report on Form 10-K for the year ended December 31, 2025, as referenced in the statement.
Positive
None.
Negative
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Insights
Adage reports a >5% stake held through Adage Capital Partners.
Adage Capital Management, L.P., together with Messrs. Atchinson and Gross, reports beneficial ownership of 950,000 shares (reported as 6.84%) based on an outstanding share count of 13,885,668 as of March 27, 2026
The filing is a passive disclosure of substantial ownership under Schedule 13G. Future filings may reflect changes in position; this statement includes the joint filing agreement signature block dated May 13, 2026.
Key Figures
Beneficial ownership:950,000 sharesPercent of class:6.84%Shares outstanding:13,885,668 shares+2 more
5 metrics
Beneficial ownership950,000 sharesAmount beneficially owned by Adage (cover page)
Percent of class6.84%Percent of common stock based on outstanding shares as of March 27, 2026
Shares outstanding13,885,668 sharesAggregate shares outstanding as of March 27, 2026 (Form 10-K reference)
CUSIP34962G208CUSIP for Forte Biosciences common stock
Filing signatures dateMay 13, 2026Date of signatures on the Schedule 13G
"This statement is filed by: (i) Adage Capital Management, L.P."
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
beneficially ownedregulatory
"Amount beneficially owned: The information required by Item 4(a) is set forth"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"Shared Dispositive Power 950,000.00"
CUSIPother
"CUSIP Number(s): 34962G208"
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Forte Biosciences, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(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
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
950,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
950,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
950,000.00
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)
6.84 %
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
950,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
950,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
950,000.00
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)
6.84 %
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
950,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
950,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
950,000.00
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)
6.84 %
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 Drive, 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, L.L.C., 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 Number(s):
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 13,885,668 shares of Common Stock outstanding as of March 27, 2026, as reported in the Company'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.
(b)
Percent of class:
6.84%
(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.
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).
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, L.L.C., its General Partner, By: Robert Atchinson, its Managing Member
What stake does Adage Capital report in Forte Biosciences (FBRX)?
Adage reports beneficial ownership of 950,000 shares, equal to 6.84% of the outstanding common stock. This percentage is calculated using 13,885,668 shares outstanding as of March 27, 2026, per the referenced Form 10-K.
Which entity directly holds the reported Forte Biosciences shares?
The shares are directly held by Adage Capital Partners, L.P. The Schedule 13G is filed jointly by Adage Capital Management, L.P. and the named managing members Robert Atchinson and Phillip Gross.
What voting and dispositive powers are reported for the 950,000 shares?
The cover page reports 0 sole voting power and 950,000 shared voting power, and 0 sole dispositive power and 950,000 shared dispositive power. These figures are incorporated by reference in Item 4.
What outstanding share count does the filing use to calculate the percentage?
The percentage is calculated using an aggregate of 13,885,668 shares outstanding as of March 27, 2026, as reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed March 31, 2026.
When was the Schedule 13G signed and who signed it?
The joint filing agreement and signatures are dated May 13, 2026. Signatures include Robert Atchinson on behalf of Adage Capital Partners, L.L.C., and individual signatures of Robert Atchinson and Phillip Gross.
