Jade Biosciences (JBIO) sees Venrock-led group report 8.3% ownership

Rhea-AI Filing Summary

Jade Biosciences, Inc. has a significant shareholder group led by Venrock Healthcare funds that, together with related entities and individuals Nimish Shah and Bong Koh, reports beneficial ownership of 5,145,330 shares of common stock (including shares issuable upon exercise of pre-funded warrants) as of June 30, 2026, representing 8.3% of the common stock. The holdings comprise 570,656 shares and pre-funded warrants for up to 358,450 shares held by VHCP III, 57,017 shares and pre-funded warrants for up to 35,825 shares held by VHCP Co-Investment III, and 2,592,691 shares and pre-funded warrants for up to 1,530,691 shares held by VHCP EG. The percentage ownership is calculated using 49,359,875 shares outstanding as of May 1, 2026 plus additional shares issued and shares underlying pre-funded warrants.

Key Figures

Beneficial ownership: 5,145,330 shares Ownership percentage: 8.3% VHCP III holdings: 570,656 shares + 358,450 warrant shares +5 more

8 metrics

Beneficial ownership 5,145,330 shares Shares of Jade Biosciences common stock beneficially owned as of June 30, 2026, including pre-funded warrants

Ownership percentage 8.3% Percent of Jade Biosciences common stock beneficially owned by the reporting group

VHCP III holdings 570,656 shares + 358,450 warrant shares Common shares and pre-funded warrants exercisable for up to 358,450 shares held by VHCP III

VHCP Co-Investment III holdings 57,017 shares + 35,825 warrant shares Common shares and pre-funded warrants exercisable for up to 35,825 shares held by VHCP Co-Investment III

VHCP EG holdings 2,592,691 shares + 1,530,691 warrant shares Common shares and pre-funded warrants exercisable for up to 1,530,691 shares held by VHCP EG

Shares outstanding baseline 49,359,875 shares Jade Biosciences common stock outstanding as of May 1, 2026 used in ownership calculation

Additional shares issued 10,000,000 shares Shares of common stock issued on June 5, 2026, included in the ownership percentage calculation

Pre-funded warrant shares counted 1,924,966 shares Shares of common stock issuable upon exercise of pre-funded warrants included in ownership base

Key Terms

beneficially owned, Pre-Funded Warrants, shared voting power, shared dispositive power, +2 more

6 terms

beneficially owned financial

"sets forth the aggregate number of shares of common stock of the Issuer beneficially owned"

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.

Pre-Funded Warrants financial

"shares of common stock and pre-funded warrants (the "Pre-Funded Warrants") exercisable"

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.

shared voting power financial

"Shared Voting Power 5,145,330.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 5,145,330.00"

percent of class financial

"Percent of class: Row 11 of each Reporting Person's cover page"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

Schedule 13G regulatory

"The Reporting Persons are members of a group for the purposes of this /A."

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

What stake in Jade Biosciences (JBIO) do the Venrock Healthcare entities report in this Schedule 13G/A?

The Venrock Healthcare entities and related individuals report beneficial ownership of 5,145,330 shares of Jade Biosciences common stock, including shares issuable upon exercise of pre-funded warrants, representing 8.3% of the company’s common stock as of June 30, 2026.

How is the 8.3% ownership of JBIO calculated in this filing?

The 8.3% figure is based on 49,359,875 shares outstanding as of May 1, 2026, plus 1,062,309 shares issued upon warrant exercises, 10,000,000 shares issued on June 5, 2026, and 1,924,966 shares issuable upon exercise of pre-funded warrants, as described by the reporting group.

Which Venrock Healthcare funds hold Jade Biosciences (JBIO) securities and in what amounts?

Holdings include 570,656 shares and pre-funded warrants for 358,450 shares by VHCP III, 57,017 shares and pre-funded warrants for 35,825 shares by VHCP Co-Investment III, and 2,592,691 shares and pre-funded warrants for 1,530,691 shares by VHCP EG.

Do the Venrock Healthcare reporting persons have shared voting power over JBIO shares?

Yes. Each reporting person lists 0 shares with sole voting power and 5,145,330 shares with shared voting power, and similarly 0 sole dispositive power and 5,145,330 shared dispositive power over Jade Biosciences common stock.

Who are the individuals associated with the Venrock Healthcare holdings in Jade Biosciences (JBIO)?

The individuals named are Nimish Shah and Bong Y. Koh, both U.S. citizens. They are voting members of VHCP Management III, LLC and VHCP Management EG, LLC, which serve as general partners or managers of the Venrock Healthcare funds holding Jade Biosciences securities.

What types of securities in JBIO are included in the Venrock Healthcare ownership report?

The group’s beneficial ownership includes common stock of Jade Biosciences and pre-funded warrants exercisable for an aggregate of 1,924,966 shares of common stock, which are counted toward the reported 5,145,330 beneficially owned shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 04:51 PM Accepted by SEC EDGAR 08/14/2026 - 04:50 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

JADE BIOSCIENCES, INC.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

008064206

(CUSIP Number)

06/30/2026

(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): 008064206

1

Names of Reporting Persons

Venrock Healthcare Capital Partners III, 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 5,145,330.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,145,330.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,145,330.00

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)

8.3 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 008064206

1

Names of Reporting Persons

VHCP Co-Investment Holdings III, LLC

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 5,145,330.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,145,330.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,145,330.00

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)

8.3 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 008064206

1

Names of Reporting Persons

Venrock Healthcare Capital Partners EG, 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 5,145,330.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,145,330.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,145,330.00

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)

8.3 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 008064206

1

Names of Reporting Persons

VHCP Management III, LLC

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 5,145,330.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,145,330.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,145,330.00

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)

8.3 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 008064206

1

Names of Reporting Persons

VHCP Management EG, LLC

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 5,145,330.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,145,330.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,145,330.00

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)

8.3 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 008064206

1

Names of Reporting Persons

Nimish 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 5,145,330.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,145,330.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,145,330.00

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)

8.3 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP Number(s): 008064206

1

Names of Reporting Persons

Bong Y. Koh

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 5,145,330.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,145,330.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,145,330.00

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)

8.3 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: JADE BIOSCIENCES, INC.
(b)	Address of issuer's principal executive offices: 930 WINTER STREET, SUITE M-500, WALTHAM, MA, 02451.
Item 2.
(a)	Name of person filing: The names of the persons filing this report (collectively, the "Reporting Persons") are: Venrock Healthcare Capital Partners III, L.P. ("VHCP III") VHCP Co-Investment Holdings III, LLC ("VHCP Co-Investment III") Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG") VHCP Management III, LLC ("VHCP Management III") VHCP Management EG, LLC ("VHCP Management EG") Nimish Shah ("Shah") Bong Koh ("Koh") The Reporting Persons are members of a group for the purposes of this Schedule 13G/A.
(b)	Address or principal business office or, if none, residence: New York Office: 7 Bryant Park, 23rd Floor New York, NY 10018 Palo Alto Office: 3340 Hillview Avenue Palo Alto, CA 94304
(c)	Citizenship: All of the entities were organized in Delaware. Shah and Koh are both United States citizens.
(d)	Title of class of securities: Common Stock, $0.0001 par value
(e)	CUSIP No.: 008064206
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 shares of common stock of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference. The Reporting Persons' ownership of the Issuer's securities consists of (i) 570,656 shares of common stock and pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 358,450 shares of common stock held by VHCP III, (ii) 57,017 shares of common stock and Pre-Funded Warrants exercisable for up to 35,825 shares of common stock held by VHCP Co-Investment III, and (iii) 2,592,691 shares of common stock and Pre-Funded Warrants exercisable for up to 1,530,691 shares of common stock held by VHCP EG. VHCP Management III is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCP Management III and VHCP Management EG.
(b)	Percent of class: Row 11 of each Reporting Person's cover page to this Schedule 13G/A sets forth the percentages of the shares of common stock of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference. The percentage set forth in each row 11 is based upon the sum of (i) 49,359,875 shares of the Issuer's common stock outstanding as of May 1, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 7, 2026, (ii) 1,062,309 shares of common stock issued upon the exercise of Warrants by the Reporting Persons after May 1, 2026, (iii) 10,000,000 shares of common stock issued by the Issuer on June 5, 2026, as reported in the Issuer's Project Supplement filed with the SEC on June 4, 2026, and (iv) 1,924,966 shares of common stock issuable upon the exercise of the Pre-Funded Warrants.
(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 June 30, 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 June 30, 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 June 30, 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 June 30, 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.

Venrock Healthcare Capital Partners III, L.P.

Signature:	/s/ Sherman G. Souther
Name/Title:	By VHCP Management III, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:	08/14/2026

VHCP Co-Investment Holdings III, LLC

Signature:	/s/ Sherman G. Souther
Name/Title:	By VHCP Management III, LLC, its Manager, By Sherman G. Souther, Authorized Signatory
Date:	08/14/2026

Venrock Healthcare Capital Partners EG, L.P.

Signature:	/s/ Sherman G. Souther
Name/Title:	By VHCP Management EG, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:	08/14/2026

VHCP Management III, LLC

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Authorized Signatory
Date:	08/14/2026

VHCP Management EG, LLC

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Authorized Signatory
Date:	08/14/2026

Nimish Shah

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Attorney-in-fact
Date:	08/14/2026

Bong Y. Koh

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Attorney-in-fact
Date:	08/14/2026

Exhibit Information

Exhibit 24.1 Power of Attorney for Bong Koh (incorporated by reference to Exhibit 24.1 to Schedule 13G filed on May 5, 2025) Exhibit 24.2 Power of Attorney for Nimish Shah (incorporated by reference to Exhibit 24.2 to Schedule 13G filed on May 5, 2025) Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G filed on May 5, 2025)