[SCHEDULE 13G/A] Jade Biosciences, Inc. Amended Passive Investment Disclosure
Janus Henderson reports 6.27M shares (10.6%) in Jade Biosciences
Jade Biosciences reported that Janus Henderson Group Ltd. is the beneficial owner of 6,273,262 shares of common stock, representing 10.6% of the class as of 06/30/2026.
Jade Biosciences reported that Janus Henderson Group Ltd. is the beneficial owner of 6,273,262 shares of common stock, representing 10.6% of the class as of 06/30/2026. The filing states the position reflects shared voting power and shared dispositive power over those shares.
The filing describes Janus Henderson as the ultimate parent of multiple registered asset managers that exercise investment and voting discretion on behalf of client accounts (the "Managed Portfolios"). The Asset Managers disclaim rights to receive dividends or sale proceeds from those Managed Portfolios; the filing notes no individual Managed Portfolio owns more than five percent of the class.
Positive
None.
Negative
None.
Key Figures
Beneficial ownership:6,273,262 sharesPercent of class:10.6%Shared voting power:6,273,262 shares+3 more
6 metrics
Beneficial ownership6,273,262 sharesreported as beneficially owned in Schedule 13G/A
Percent of class10.6%percent of common stock class as of 06/30/2026
Shared voting power6,273,262 sharesshares with shared power to vote or direct the vote
Shared dispositive power6,273,262 sharesshares with shared power to dispose or direct disposition
Reporting date06/30/2026date shown on the filing header
Signature date07/08/2026date the filing was signed by Head of North America Compliance
"Amendment No. 2 and heading identifying the form"
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.
Beneficial ownershipfinancial
"Item 4: Amount beneficially owned: Janus Henderson Group Ltd. is the ultimate parent..."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Shared dispositive powerregulatory
"Item 4 lists (iv) Shared power to dispose or to direct the disposition of: 6273262"
Managed Portfoliosfinancial
"The Asset Managers generally exercise investment and/or voting discretion on behalf of their clients which include... Managed Portfolios"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does Janus Henderson report in JBIO?
Janus Henderson reports beneficial ownership of 6,273,262 shares of JBIO common stock, equal to 10.6% of the class. The filing attributes this position to investment advisers under Janus Henderson exercising shared voting and dispositive power on behalf of client accounts.
As of what date is the 10.6% ownership reported for JBIO?
The holding is reported as of 06/30/2026. The Schedule 13G/A shows the 6,273,262-share position and the filing was signed on 07/08/2026 by the authorized compliance officer.
Does Janus Henderson have sole control over the JBIO shares?
No. The filing states 0 shares of sole voting power or sole dispositive power and records 6,273,262 shares as shared voting and shared dispositive power held by the Asset Managers.
Will Janus Henderson receive dividends or sale proceeds from the JBIO shares?
The Asset Managers state they do not have the right to receive dividends or proceeds from securities held in the Managed Portfolios and disclaim ownership associated with those rights, per the filing language.
Do any Managed Portfolios own more than 5% of JBIO individually?
No. The Schedule 13G/A says that while Janus Henderson and affiliated Asset Managers collectively report 10.6%, none of the Managed Portfolios individually owns more than 5% of the common stock.
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
(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
JANUS HENDERSON GROUP Ltd.
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
JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,273,262.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,273,262.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,273,262.00
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)
10.6 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
JADE BIOSCIENCES, INC.
(b)
Address of issuer's principal executive offices:
221 CRESCENT ST., BUILDING 23, SUITE 105
WALTHAM, MA 02453
Item 2.
(a)
Name of person filing:
Janus Henderson Group Ltd.
(b)
Address or principal business office or, if none, residence:
201 Bishopsgate
EC2M 3AE, United Kingdom
(c)
Citizenship:
Y9
(d)
Title of class of securities:
Common Stock
(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:
Janus Henderson Group Ltd. (JHG) is the ultimate parent of a number of SEC-registered investment advisers and foreign equivalents thereof, including but not limited to Janus Henderson Investors US LLC, Janus Henderson Investors UK Limited, Janus Henderson Investors Australia Institutional Funds Management Limited, Janus Henderson Investors Middle East Limited, Janus Henderson Investors (Jersey) Limited, Janus Henderson Investors (Japan) Limited, Janus Henderson Investors (Singapore) Limited, Kapstream Capital Pty Limited, Privacore Capital Advisors LLC, Tabula Investment Management Limited, Victory Park Capital Advisors LLC, and Richard Berstein Advisors LLC (each, an Asset Manager and together, the Asset Managers). The Asset Managers generally exercise investment and/or voting discretion on behalf of their clients which include investment companies, other investment advisers, institutional separate accounts and retail separate accounts (collectively referred to herein as Managed Portfolios).
As a result of their exercise of investment and/or voting discretion on behalf of the Managed Portfolios, the Asset Managers may be deemed to be the beneficial owner of 6,273,262 common stock of Jade Biosciences, Inc. However, the Asset Managers do not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaim any ownership associated with such rights.
(b)
Percent of class:
10.6 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
6273262
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
6273262
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.
The Managed Portfolios have the right to receive all dividends from, and the proceeds from the sale of, the securities held in their respective accounts.
Of the Managed Portfolios, none own more than five percent of the common stock of Jade Biosciences, Inc.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please refer to Exhibit 99.
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
N/A
Item 9.
Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
N/A
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.
