[SCHEDULE 13G] Fortress Value Acquisition Corp. V Passive Investment Disclosure (>5%)
Adage Group Reports 7.77% Stake in Fortress Value V
Fortress Value Acquisition Corp. V reports that Adage Capital Management, L.P., together with Robert Atchinson and Phillip Gross, beneficially hold 2,250,000 Class A ordinary shares of the company, representing 7.77% of the Class A shares.
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Fortress Value Acquisition Corp. V reports that Adage Capital Management, L.P., together with Robert Atchinson and Phillip Gross, beneficially hold 2,250,000 Class A ordinary shares of the company, representing 7.77% of the Class A shares.
The 7.77% figure is calculated using an aggregate of 28,950,000 Class A ordinary shares outstanding as of March 9, 2026. The filing states these shares are directly held by Adage Capital Partners, L.P., and the reporting persons disclose shared voting and dispositive power over the 2,250,000 shares.
Insights
Adage group discloses a 7.77% stake via shared control of 2,250,000 Class A shares.
The statement shows 2,250,000 Class A ordinary shares are directly held by Adage Capital Partners, L.P., with shared voting and dispositive power reported by the named reporting persons. The ownership percentage is calculated on March 9, 2026 using 28,950,000 shares outstanding.
Disclosure indicates the position is reported on behalf of the investment manager and affiliated principals; cash‑flow treatment and any trading intentions are not stated in the excerpt. Subsequent filings would show changes to this position.
Filing attributes beneficial ownership to an investment manager and two principals, reflecting shared control.
The filing names Adage Capital Management, L.P., and individuals Robert Atchinson and Phillip Gross as reporting persons and discloses shared voting and dispositive power over 2,250,000 shares. It also cites the company address and CUSIP G3645T104.
The statement includes a joint filing agreement signature block dated May 13, 2026; it does not assert any admission of beneficial ownership beyond the disclosed figures.
Key Figures
Shares beneficially owned:2,250,000 sharesPercent of class:7.77%Shares outstanding:28,950,000 shares+2 more
5 metrics
Shares beneficially owned2,250,000 sharesDirectly held by Adage Capital Partners, L.P.
Percent of class7.77%Calculated on outstanding shares as of March 9, 2026
Shares outstanding28,950,000 sharesAggregate Class A ordinary shares outstanding as of March 9, 2026
CUSIPG3645T104Class A ordinary shares identifier
Signature date05/13/2026Date signatures were provided on the filing
Key Terms
Class A ordinary shares, beneficially owned, Schedule 13G
3 terms
Class A ordinary sharesfinancial
"Title and repeated as the security class being reported"
Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.
beneficially ownedregulatory
"Item 4 references amount "beneficially owned" in Row 9 of the cover page"
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.
Schedule 13Gregulatory
"CONTENT METADATA identifies this filing as SCHEDULE 13G"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does Adage Capital report in Fortress Value Acquisition Corp. V (FVAV)?
Adage Capital and the named reporting persons report beneficial ownership of 2,250,000 Class A shares, representing 7.77% of the class. This percentage uses an outstanding share base of 28,950,000 as of March 9, 2026.
Who are the reporting persons on the Schedule 13G for FVAV?
The filing is by Adage Capital Management, L.P. and two individuals, Robert Atchinson and Phillip Gross, each reporting shared voting and dispositive power over the disclosed shares.
How was the 7.77% ownership percentage calculated in the filing?
The percentage is calculated using an aggregate of 28,950,000 Class A ordinary shares outstanding reported as of March 9, 2026, with 2,250,000 shares attributed to the reporting persons.
Does the Schedule 13G say whether Adage will sell or buy FVAV shares?
The filing lists beneficial ownership and shared control over the 2,250,000 shares; it does not state any intentions to buy or sell or describe the cash‑flow treatment for these holdings.
What entity directly holds the disclosed FVAV shares according to the filing?
The filing states the Class A shares are directly held by Adage Capital Partners, L.P., with Adage Capital Management, L.P. acting as investment manager and the named individuals reporting shared authority.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Fortress Value Acquisition Corp. V
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G3645T104
(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):
G3645T104
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
2,250,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,250,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,250,000.00
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)
7.77 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
G3645T104
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
2,250,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,250,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,250,000.00
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)
7.77 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
G3645T104
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
2,250,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,250,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,250,000.00
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)
7.77 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Fortress Value Acquisition Corp. V
(b)
Address of issuer's principal executive offices:
1345 Avenue of the Americas, 46th Floor, New York, New York 10105
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 Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") of Fortress Value Acquisition Corp. V, a Cayman Islands exempted company (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 Class A Ordinary Shares 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 Class A Ordinary Shares 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:
Class A ordinary shares, par value $0.0001 per share
(e)
CUSIP Number(s):
G3645T104
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 28,950,000 Class A Ordinary Shares outstanding as of March 9, 2026, as reported in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2026.
(b)
Percent of class:
7.77%
(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
