4D Molecular Therapeutics disclosure: RA Capital Management, L.P., RA Capital Healthcare Fund, L.P., and principals Peter Kolchinsky and Rajeev Shah filed an Amendment No. 6 to a Schedule 13G/A reporting aggregate beneficial ownership of 5,105,622 shares each (reported under shared voting/dispositive power) representing 9.99% of common stock as of March 31, 2026.
The filing states the Fund directly holds 5,049,779 shares and holds pre-funded warrants exercisable for up to 8,460,000 shares that include a "Beneficial Ownership Blocker" preventing exercise above specified ownership caps; the 9.99% percentage is calculated using 51,051,487 shares outstanding as of March 16, 2026 plus 55,843 shares issuable upon exercise of the pre-funded warrants.
Positive
None.
Negative
None.
Insights
Large holder reports capped 9.99% position due to pre-funded warrant blocker.
The filing documents that the Fund directly holds 5,049,779 shares and has pre-funded warrants exercisable for 8,460,000 shares; however a contractual "Beneficial Ownership Blocker" limits exercises so reported beneficial ownership is 5,105,622 shares (9.99%) as of March 31, 2026.
This structure ties potential future issuance to the blocker provision and to the issuer's outstanding share base of 51,051,487 shares as of March 16, 2026. Subsequent filings would show any change in exercisability or ownership percentages.
Amendment clarifies voting/dispositive power delegation and beneficial ownership disclaimers.
The Fund delegated sole voting and dispositive power to RA Capital and disclaims beneficial ownership for Section 13(d) purposes because that delegation cannot be revoked on less than 61 days' notice. The filing also explains RA Capital and the named individuals disclaim beneficial ownership except as required for Section 13(d).
Key legal effects—exercise limits from the pre-funded warrants and the 9.99% blocker—are stated verbatim; record updates will appear in future amendments if the blocker conditions change.
Key Figures
Reported beneficial ownership:5,105,622 sharesFund direct holdings:5,049,779 sharesPre-Funded Warrants exercisable:8,460,000 shares+3 more
6 metrics
Reported beneficial ownership5,105,622 sharesas of March 31, 2026 (per Amendment No. 6)
Fund direct holdings5,049,779 sharesFund directly holds these shares (Item 4 disclosure)
Pre-Funded Warrants exercisable8,460,000 sharesPre-Funded Warrants exercisable for up to this number (contains blocker)
Shares outstanding used in calc51,051,487 sharesOutstanding as of March 16, 2026 (source: Form 10-K cited)
Shares issuable per warrants for pct calc55,843 sharesCommon stock issuable upon exercise counted in percentage
Beneficial ownership percentage9.99%Reported percentage as of March 31, 2026
"The Fund directly holds 5,049,779 shares of Common Stock and pre-funded warrants exercisable for up to 8,460,000 shares"
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 Ownership Blockerregulatory
"The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise"
Schedule 13G/Aregulatory
"filed an Amendment No. 6 to a Schedule 13G/A reporting aggregate beneficial ownership"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
4D MOLECULAR THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
35104E100
(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):
35104E100
1
Names of Reporting Persons
RA 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
5,105,622.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,105,622.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,105,622.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
35104E100
1
Names of Reporting Persons
Peter Kolchinsky
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
5,105,622.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,105,622.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,105,622.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
35104E100
1
Names of Reporting Persons
Rajeev Shah
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
5,105,622.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,105,622.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,105,622.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
35104E100
1
Names of Reporting Persons
RA Capital Healthcare Fund, 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
5,105,622.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,105,622.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,105,622.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
4D MOLECULAR THERAPEUTICS, INC.
(b)
Address of issuer's principal executive offices:
5858 Horton Street #455, Emeryville, CA, 94608.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
RA Capital Management, L.P. ("RA Capital")
Peter Kolchinsky
Rajeev Shah
RA Capital Healthcare Fund, L.P. (the "Fund")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G/A.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116
(c)
Citizenship:
RA Capital and the Fund are Delaware limited partnerships.
Dr. Kolchinsky and Mr. Shah are United States citizens.
(d)
Title of class of securities:
Common Stock, $0.0001 par value per share
(e)
CUSIP No.:
35104E100
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:
Row 9 of each Reporting Person's cover page to this Schedule 13G/A sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
The Fund directly holds 5,049,779 shares of Common Stock and pre-funded warrants ("Pre-Funded Warrants") exercisable for up to 8,460,000 shares of Common Stock. The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise of the Pre-Funded Warrants to the extent that, following exercise, the Fund, together with its affiliates and other attribution parties, would own more than 9.99% of the Common Stock outstanding. The Fund is currently prohibited from exercising a portion of the Pre-Funded Warrants to the extent that such exercise would result in beneficial ownership of more than 5,105,622 shares of Common Stock.
RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund's portfolio, including the shares of the Issuer's Common Stock reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G/A other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G/A shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.
(b)
Percent of class:
Due to the Beneficial Ownership Blocker listed in the Pre-Funded Warrants, each Reporting Person's beneficial ownership percentage was 9.99% as of March 31, 2026. The percentage set forth in each Row 11 is based upon the sum of (i) 51,051,487 shares of the Issuer's Common Stock outstanding as of March 16, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 18, 2026, and (ii) 55,843 shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants. Due to field limitations of the EDGAR filing system, the percentages listed in Row 11 of the Reporting Persons' cover pages have been rounded down to 9.9%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated 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.
Not Applicable
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 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.
RA Capital Management, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By Peter Kolchinsky, Authorized Signatory
Date:
05/15/2026
Peter Kolchinsky
Signature:
/s/ Peter Kolchinsky
Name/Title:
Peter Kolchinsky
Date:
05/15/2026
Rajeev Shah
Signature:
/s/ Rajeev Shah
Name/Title:
Rajeev Shah
Date:
05/15/2026
RA Capital Healthcare Fund, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager
Date:
05/15/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G/A filed on February 15, 2025)
What stake does RA Capital report in 4D Molecular Therapeutics (FDMT)?
RA Capital reports beneficial ownership of 5,105,622 shares, equal to 9.99% of common stock as of March 31, 2026. The figure reflects exercise limits from pre-funded warrants and the issuer's outstanding share count.
How many shares and warrants does the RA Capital Healthcare Fund hold in FDMT?
The Fund directly holds 5,049,779 shares and pre-funded warrants exercisable for up to 8,460,000 shares. A contractual "Beneficial Ownership Blocker" limits exercises above stated ownership caps.
What is the "Beneficial Ownership Blocker" mentioned in the filing?
It is a provision in the pre-funded warrants that prevents exercise if post-exercise ownership would exceed 9.99% of outstanding common stock, thereby capping the Fund's exercisable holdings at 5,105,622 shares under current rules.
Which share count is used to calculate the 9.99% figure in the amendment?
The percentage is based on 51,051,487 shares outstanding as of March 16, 2026 plus 55,843 shares issuable upon exercise of the pre-funded warrants, per the amendment's stated calculation.
Do RA Capital principals claim direct beneficial ownership of the reported shares?
RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the reported securities except as required to determine obligations under Section 13(d); the Fund has delegated voting/dispositive power to RA Capital.
