Ameriprise Financial, Inc. and Columbia Management Investment Advisers, LLC filed a Schedule 13G reporting beneficial ownership of 1,930,128 shares of Pasithea Therapeutics Corp. common stock, equal to 8.4% of the class as of 12/31/2025.
Both entities report zero sole voting or dispositive power and shared voting and dispositive power over all reported shares. They state the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Pasithea Therapeutics.
Positive
None.
Negative
None.
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What stake in Pasithea Therapeutics (KTTA) did Ameriprise report?
Ameriprise Financial and its adviser reported beneficial ownership of 1,930,128 Pasithea Therapeutics common shares, representing 8.4% of the outstanding class as of 12/31/2025. All reported shares are subject to shared, not sole, voting and dispositive power.
Who are the reporting persons in this Pasithea (KTTA) Schedule 13G?
The Schedule 13G lists Ameriprise Financial, Inc. and Columbia Management Investment Advisers, LLC as reporting persons. Ameriprise is the parent of Columbia, and Ameriprise may be deemed to beneficially own the same 1,930,128 shares reported by Columbia through its advisory relationship.
Is Ameriprise’s Pasithea (KTTA) position a passive investment?
Yes. The certification states the Pasithea securities were acquired and are held in the ordinary course of business, not to change or influence control of the issuer, and not in connection with any transaction intended to affect control, other than limited nomination-related activities allowed by regulation.
How much voting power over Pasithea (KTTA) shares do Ameriprise and Columbia have?
They report shared voting power over 1,930,128 Pasithea common shares and no sole voting power. They also report shared dispositive power over the same number of shares and no sole dispositive power, indicating joint authority rather than exclusive control over these holdings.
What ownership percentage of Pasithea (KTTA) does 1,930,128 shares represent?
The 1,930,128 Pasithea Therapeutics common shares represent 8.4% of the outstanding class. This level of beneficial ownership triggers Schedule 13G reporting, which is typically used by investors taking a passive, non‑control intent position in a public company’s equity.
Did Ameriprise or Columbia disclaim beneficial ownership of Pasithea (KTTA) shares?
Yes. The Schedule 13G notes that Ameriprise Financial and Columbia Management Investment Advisers each disclaim beneficial ownership of any shares reported, even though Ameriprise may be deemed to beneficially own the Pasithea shares reported by Columbia as its parent company.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Pasithea Therapeutics Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
70261F202
(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.
70261F202
1
Names of Reporting Persons
Ameriprise Financial, Inc.
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
1,930,128.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,930,128.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,930,128.00
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)
8.4 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
70261F202
1
Names of Reporting Persons
Columbia Management Investment Advisers, 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
MINNESOTA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,930,128.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,930,128.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,930,128.00
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)
8.4 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Pasithea Therapeutics Corp.
(b)
Address of issuer's principal executive offices:
1111 Lincoln Road, Suite 500, Miami Beach, FL 33139
Item 2.
(a)
Name of person filing:
(a) Ameriprise Financial, Inc. ("AFI")
(b) Columbia Management Investment Advisers, LLC ("CMIA")
(b)
Address or principal business office or, if none, residence:
(a) 145 Ameriprise Financial Center, Minneapolis, MN 55474
(b) 290 Congress Street, Boston, MA 02210
(c)
Citizenship:
(a) Delaware
(b) Minnesota
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
70261F202
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:
Incorporated by reference to Items (5)-(9) and (11) of the cover page pertaining to each reporting person.
AFI, as the parent company of CMIA, may be deemed to beneficially own the shares reported herein by CMIA. Accordingly, the shares reported herein by AFI include those shares separately reported herein by CMIA.
Each of AFI and CMIA disclaims beneficial ownership of any shares reported on this Schedule.
(b)
Percent of class:
The information required by Item 4(b) is set forth in Rows (5)-(9) and (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
(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) is set forth in Rows (5)-(9) and (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c) is set forth in Rows (5)-(9) and (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c) is set forth in Rows (5)-(9) and (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c) is set forth in Rows (5)-(9) and (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
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.
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.
AFI: See Exhibit I
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.
Ameriprise Financial, Inc.
Signature:
/s/ Michael G. Clarke
Name/Title:
Michael G. Clarke, Senior Vice President, North America Head of Operations & Investor Services
Date:
02/17/2026
Columbia Management Investment Advisers, LLC
Signature:
/s/ Michael G. Clarke
Name/Title:
Michael G. Clarke, Senior Vice President, North America Head of Operations & Investor Services
Date:
02/17/2026
Comments accompanying signature:
Contact Information
Charles Chiesa
VP Fund Treasurer Global Operations and Investor Services
Telephone: 617-385-9593
Exhibit Information
Exhibit Index
Exhibit I Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.
Exhibit II Joint Filing Agreement
