MeiraGTx Holdings plc disclosed that investment firm Rubric Capital Management LP and David Rosen have filed a Schedule 13G reporting beneficial ownership of 6,175,331 Ordinary Shares, equal to 7.90% of the company’s ordinary shares outstanding as of year-end 2025.
The filing shows Rubric Capital and Rosen share both voting and dispositive power over these shares, which are held through Rubric-managed funds, including Rubric Capital Master Fund LP. They state the position is held in the ordinary course of business and not for the purpose of changing or influencing control of MeiraGTx.
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Insights
Rubric Capital reports a 7.9% passive stake in MeiraGTx.
Rubric Capital Management LP and David Rosen report beneficial ownership of 6,175,331 MeiraGTx ordinary shares, representing 7.90% of the class. Voting and dispositive powers are reported as shared, with no sole authority over the position.
The ownership percentage is based on 78,190,889 ordinary shares outstanding, derived from MeiraGTx’s prior disclosures and a 2,300,000-share repurchase described in a recent Form 8-K. Rubric Capital Master Fund LP is identified as having rights to dividends and sale proceeds on more than 5% of the class.
The Schedule 13G certification states the securities were acquired and are held in the ordinary course of business, and not for the purpose of changing or influencing control. Subsequent company filings may provide additional context on any changes in Rubric’s ownership level or MeiraGTx’s capital structure.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MeiraGTx Holdings plc
(Name of Issuer)
Ordinary Shares, $0.00003881 par value per share
(Title of Class of Securities)
G59665102
(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.
G59665102
1
Names of Reporting Persons
Rubric Capital Management LP
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
6,175,331.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,175,331.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,175,331.00
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)
7.90 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
G59665102
1
Names of Reporting Persons
David Rosen
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
6,175,331.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,175,331.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,175,331.00
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)
7.90 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
MeiraGTx Holdings plc
(b)
Address of issuer's principal executive offices:
655 Third Avenue, Suite 1115, New York, NY 10017
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Rubric Capital Management LP ("Rubric Capital"), the investment adviser to certain investment funds and/or accounts (collectively, the "Rubric Funds") that hold the shares of Ordinary Shares, $0.00003881 par value (the "Common Stock") of MeiraGTx Holdings plc, a Cayman Islands exempted company (the "Issuer") reported herein; and
(ii) David Rosen ("Mr. Rosen"), Managing Member of Rubric Capital Management GP LLC, the general partner of Rubric Capital.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the forgoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 155 East 44th St, Suite 1630, New York, NY 10017.
(c)
Citizenship:
Rubric Capital is a Delaware limited partnership. Mr. Rosen is a citizen of the United States of America.
(d)
Title of class of securities:
Ordinary Shares, $0.00003881 par value per share
(e)
CUSIP No.:
G59665102
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:
The information required by Items 4(a) - (c) is set forth in Rows 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in Row (11) of the cover page for each of the Reporting Persons and in Item 4(b) is based on 78,190,889Ordinary Shares outstanding, which is the difference obtained by subtracting (i) the 2,300,000 Ordinary Shares purchased by the Issuer as described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 2, 2026, from (i) the 80,490,889 Ordinary Shares outstanding as of October 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 filed with the Securities and Exchange Commission on November 13, 2025.
(b)
Percent of class:
7.90 %
(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)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein 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.
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.
See Item 2(a). Rubric Capital Master Fund LP, a Rubric Fund, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the Ordinary Shares.
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 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.
What stake in MeiraGTx (MGTX) does Rubric Capital report on this Schedule 13G?
Rubric Capital reports beneficial ownership of 6,175,331 MeiraGTx ordinary shares, representing 7.90% of the outstanding class. Voting and dispositive powers over these shares are shared between Rubric Capital and David Rosen through Rubric-managed investment funds.
Who are the reporting persons on the MeiraGTx (MGTX) Schedule 13G filing?
The Schedule 13G is filed by Rubric Capital Management LP, an investment adviser to certain funds, and David Rosen, Managing Member of Rubric Capital Management GP LLC. Together they are referred to as the Reporting Persons in the ownership disclosure.
How was Rubric Capital’s 7.90% ownership in MeiraGTx (MGTX) calculated?
The 7.90% figure is based on 78,190,889 MeiraGTx ordinary shares outstanding. That number reflects 80,490,889 shares previously reported outstanding, reduced by 2,300,000 shares MeiraGTx repurchased as described in its Form 8-K filed on January 2, 2026.
Does Rubric Capital’s MeiraGTx (MGTX) position seek to influence control of the company?
The filing states the securities were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of changing or influencing control, consistent with a Schedule 13G passive ownership filing status.
Which Rubric fund holds more than 5% of MeiraGTx (MGTX) shares?
The filing notes that Rubric Capital Master Fund LP, one of the Rubric Funds, has the right to receive or direct the receipt of dividends or sale proceeds from more than 5% of MeiraGTx’s ordinary shares, reflecting its substantial economic interest.
What voting and dispositive powers do Rubric Capital and David Rosen have over MeiraGTx (MGTX) shares?
Both reporting persons disclose 0 shares with sole voting or dispositive power and 6,175,331 shares with shared voting and shared dispositive power. This means decisions on voting and transactions are made jointly over the reported position.
