RA Capital and related persons report a 12.4% stake in GH Research PLC as of June 30, 2025. The filing shows aggregate ownership of 7,676,697 Ordinary Shares out of 62,028,145 outstanding, based on the issuer's February 15, 2025 filing. The RA Capital Healthcare Fund directly holds 7,485,080 shares (12.1%) and RA Capital Nexus Fund II holds 191,617 shares. Reported holdings reflect shared voting and shared dispositive power only; sole voting and dispositive power are zero. The filing states RA Capital serves as investment adviser and has sole power to vote and dispose of the funds’ reported shares, while the funds disclaim beneficial ownership for purposes of Section 13(d) because they delegated those powers and may not revoke that delegation on less than 61 days’ notice.
Positive
Significant institutional ownership disclosed (12.4%), providing transparent investor information
Use of Schedule 13G/A indicates the reporting persons represent a passive stake rather than an intent to control
Negative
Double-digit stake (12.4%) is material and could concern other shareholders despite passive filing
Shared voting/dispositive power with adviser delegation concentrates decision authority even though funds disclaim beneficial ownership
Insights
TL;DR: RA Capital reports a material passive stake in GH Research (12.4%) with shared control via adviser delegation.
RA Capital and affiliated funds hold a significant minority position representing 12.4% of GHRS ordinary shares, disclosed on a Schedule 13G/A rather than a 13D, indicating the holders state no intent to influence control. The structure shows the Fund holds the bulk of the position and has delegated sole voting and dispositive authority to RA Capital, while the funds disclaim beneficial ownership for 13(d) purposes because the delegation cannot be revoked in under 61 days. This is a typical institutional passive reporting arrangement but is material given the double-digit stake, which could attract investor attention.
TL;DR: Shared voting power and adviser control create governance relevance without admission of control intent.
The filing discloses shared voting power of 7,676,697 shares and zero sole power, which indicates coordinated authority across reporting persons. The explicit disclaimer of 'group' status and the assertion that the funds disavow beneficial ownership for Section 13(d) purposes reflect legal positioning to avoid control-stake obligations. For governance, a 12.4% stake is meaningful: while filed as passive, the adviser’s delegation of sole authority to vote could concentrate influence operationally, even if the signatories deny intent to change control.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
GH Research PLC
(Name of Issuer)
Ordinary Shares, Nominal value of $0.025 per share
(Title of Class of Securities)
G3855L106
(CUSIP Number)
06/30/2025
(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.
G3855L106
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
7,676,697.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,676,697.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,676,697.00
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)
12.4 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
G3855L106
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
7,676,697.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,676,697.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,676,697.00
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)
12.4 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
G3855L106
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
7,676,697.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,676,697.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,676,697.00
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)
12.4 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
G3855L106
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
7,485,080.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,485,080.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,485,080.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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.
(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:
Ordinary Shares, Nominal value of $0.025 per share
(e)
CUSIP No.:
G3855L106
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 sets forth the aggregate number of shares of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities includes (i) 7,485,080 Ordinary Shares directly held by the Fund, and (ii) 191,617 Ordinary Shares directly held by RA Capital Nexus Fund II, L.P. (the "Nexus Fund II").
RA Capital Healthcare Fund GP, LLC is the general partner of the Fund and RA Capital Nexus Fund II GP, LLC is the general partner of the Nexus Fund II. 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 each of the Fund and the Nexus Fund II 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 or the Nexus Fund II. Each of the Fund and the Nexus Fund II has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in its portfolio, including the Ordinary Shares of the Issuer reported herein. Because each of the Fund and the Nexus Fund II has divested itself of voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, each of the Fund and the Nexus Fund II disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act and therefore disclaims any obligation to report ownership of the reported securities under 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 other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G 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:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference. The percentage set forth in Row 11 of each Reporting Person's cover page is based upon 62,028,145 Ordinary Shares of the Issuer outstanding as of February 15, 2025, as reported in the Issuer's Registration Statement on Form F-3 filed with the Securities and Exchange Commission (the "SEC") on February 27, 2025.
(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 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 June 30, 2025 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 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 June 30, 2025 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 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 June 30, 2025 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 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 June 30, 2025 and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
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:
08/14/2025
Peter Kolchinsky
Signature:
/s/ Peter Kolchinsky
Name/Title:
Peter Kolchinsky
Date:
08/14/2025
Rajeev Shah
Signature:
/s/ Rajeev Shah
Name/Title:
Rajeev Shah
Date:
08/14/2025
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:
08/14/2025
Exhibit Information
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G/A filed on May 15, 2025)
How many GH Research (GHRS) shares do RA Capital and affiliates report owning?
The filing reports an aggregate of 7,676,697 Ordinary Shares, representing 12.4% of outstanding shares based on 62,028,145 shares.
What portion of the stake is held by RA Capital Healthcare Fund, L.P.?
The RA Capital Healthcare Fund directly holds 7,485,080 shares, equal to 12.1% of the class.
Do the reporting persons claim voting or dispositive power over the shares?
The cover pages show 0 sole voting and dispositive power and 7,676,697 shared voting and shared dispositive power; RA Capital is delegated sole power by the funds to vote and dispose of the shares.
Did the filers claim they intend to influence control of GH Research?
No. The certification states the securities were not acquired to change or influence control, and the filers used Schedule 13G/A consistent with a passive position.
What outstanding share count is used to calculate the percent ownership?
The percentage is based on 62,028,145 Ordinary Shares outstanding as reported in the issuer’s Form F-3 filed February 27, 2025.
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