Invivyd, Inc. received an updated ownership report from RA Capital Management, L.P., its RA Capital Healthcare Fund, and managers Peter Kolchinsky and Rajeev Shah. They report beneficial ownership of 28,857,208 shares of Invivyd common stock as of December 31, 2025, equal to 9.99% of the company.
The fund directly holds 17,119,096 common shares plus pre‑funded warrants exercisable for up to 21,342,442 additional shares, but a “Beneficial Ownership Blocker” in the warrants caps their ownership at 9.99%. The percentage is calculated using 233,122,834 shares outstanding as of October 30, 2025, 44,000,000 shares sold in November 2025, and 11,738,112 shares issuable upon warrant exercise. The reporting parties state the holdings are not for the purpose of changing or influencing control and include standard disclaimers about beneficial ownership status under Section 13(d).
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Invivyd, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
00534A102
(CUSIP Number)
12/31/2025
(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.
00534A102
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
28,857,208.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
28,857,208.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
28,857,208.00
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 No.
00534A102
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
28,857,208.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
28,857,208.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
28,857,208.00
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 No.
00534A102
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
28,857,208.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
28,857,208.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
28,857,208.00
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 No.
00534A102
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
28,857,208.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
28,857,208.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
28,857,208.00
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:
Invivyd, Inc.
(b)
Address of issuer's principal executive offices:
1601 TRAPELO ROAD, SUITE 178, WALTHAM, MA, 02451.
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.
(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.:
00534A102
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 securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
The Fund directly holds (i) 17,119,096 shares of Common Stock and (ii) pre-funded warrants ("Pre-Funded Warrants") exercisable for up to 21,342,442 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 28,857,208 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 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:
Due to the Beneficial Ownership Blocker listed in the Pre-Funded Warrants, each Reporting Person's beneficial ownership percentage was 9.99% as of December 31, 2025. Such percentage is based upon the sum of (i) 233,122,834 shares of Common Stock outstanding as of October 30, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 6, 2025, (ii) 44,000,000 shares of Common Stock sold by the Issuer on November 19, 2025, as disclosed in the Issuer's Prospectus Supplement dated November 17, 2025 filed with the SEC on November 19, 2025, and (iii) 11,738,112 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 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 December 31, 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 December 31, 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 December 31, 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 December 31, 2025 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:
02/17/2026
Peter Kolchinsky
Signature:
/s/ Peter Kolchinsky
Name/Title:
Peter Kolchinsky
Date:
02/17/2026
Rajeev Shah
Signature:
/s/ Rajeev Shah
Name/Title:
Rajeev Shah
Date:
02/17/2026
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:
02/17/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G filed on August 29, 2025)
What ownership stake in Invivyd (IVVD) does RA Capital report?
RA Capital and related parties report beneficial ownership of 28,857,208 Invivyd common shares, representing 9.99% of the company. This total includes directly held shares and shares underlying pre-funded warrants, subject to a contractual ownership cap.
How many Invivyd (IVVD) shares does RA Capital directly hold versus via warrants?
The RA Capital Healthcare Fund directly holds 17,119,096 Invivyd common shares and pre-funded warrants exercisable for up to 21,342,442 additional shares. Warrant exercise is limited by an ownership blocker that prevents exceeding a 9.99% beneficial stake.
What is the Beneficial Ownership Blocker mentioned for Invivyd (IVVD)?
The pre-funded warrants include a Beneficial Ownership Blocker that prevents exercise if it would cause the RA Capital fund and affiliates to own more than 9.99% of Invivyd’s common stock. This keeps reported beneficial ownership at that capped level.
How was RA Capital’s 9.99% Invivyd (IVVD) ownership percentage calculated?
The 9.99% figure is based on 233,122,834 shares outstanding as of October 30, 2025, plus 44,000,000 shares sold in November 2025 and 11,738,112 shares issuable from pre-funded warrants, as disclosed in Invivyd’s SEC filings.
Do RA Capital and its managers seek control of Invivyd (IVVD) with this stake?
The reporting parties certify the securities were not acquired and are not held for changing or influencing control of Invivyd. They state the holdings are not connected with any transaction having that control-related purpose or effect.
Who are the reporting persons in this Invivyd (IVVD) Schedule 13G/A?
The reporting persons are RA Capital Management, L.P., RA Capital Healthcare Fund, L.P., and individuals Peter Kolchinsky and Rajeev Shah. They may be deemed beneficial owners under Section 13(d) solely for reporting purposes and include customary ownership disclaimers.
