Cadian Capital discloses 3.5% MaxCyte (MXCT) stake in latest 13G/A

Rhea-AI Filing Summary

MaxCyte, Inc. received an updated ownership report from Cadian Capital affiliates and Eric Bannasch. As of December 31, 2025, they may have been deemed to beneficially own 3,683,052 shares of MaxCyte common stock, representing approximately 3.5% of the company’s outstanding shares.

The shares are directly held by Cadian Master Fund L.P. and Cadian Opportunities Master Fund LP, which are advisory clients of Cadian Capital Management, LP. The reporting parties state that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of MaxCyte.

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Accepted by SEC EDGAR 02/17/2026 - 02:28 PM Learn about SEC filing dates

FAQ

What ownership stake in MaxCyte (MXCT) does Cadian report in this Schedule 13G/A?

Cadian-related reporting persons disclose beneficial ownership of 3,683,052 shares of MaxCyte common stock, equal to approximately 3.5% of outstanding shares as of December 31, 2025, based on 106,674,011 shares outstanding cited from MaxCyte’s Form 10-Q.

Who are the reporting persons in the MaxCyte (MXCT) Schedule 13G/A filing?

The filing lists Cadian Capital Management, LP, Cadian Capital Management GP, LLC, and Eric Bannasch as reporting persons. They report beneficial ownership through advisory clients Cadian Master Fund L.P. and Cadian Opportunities Master Fund LP, over which Cadian Capital Management, LP exercises voting and investment power.

How is the 3.5% ownership in MaxCyte (MXCT) calculated in this filing?

The approximate 3.5% beneficial ownership is calculated using 3,683,052 shares of MaxCyte common stock over 106,674,011 shares outstanding as of November 7, 2025. That outstanding share figure comes from MaxCyte’s Form 10-Q filed on November 13, 2025.

Does the Cadian Schedule 13G/A indicate an intent to influence control of MaxCyte (MXCT)?

The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose or effect of changing or influencing control of MaxCyte. It also notes they are not held in connection with any control-related transaction.

Who directly holds the MaxCyte (MXCT) shares referenced in the Cadian filing?

All reported securities are directly held by Cadian Master Fund L.P. and Cadian Opportunities Master Fund LP. These entities are advisory clients of Cadian Capital Management, LP, which under investment management agreements has exclusive voting and investment power over the shares held by these clients.

What voting and dispositive powers do the reporting persons have over MaxCyte (MXCT) shares?

Each reporting person reports 0 shares with sole voting or dispositive power and 3,683,052 shares with shared voting and shared dispositive power. This reflects authority exercised through Cadian Capital Management, LP over the advisory clients holding the MaxCyte shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

MAXCYTE, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

57777K106

(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. 57777K106

1

Names of Reporting Persons

Cadian 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 3,683,052.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,683,052.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,683,052.00

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)

3.5 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 57777K106

1

Names of Reporting Persons

Cadian Capital Management GP, 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 3,683,052.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,683,052.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,683,052.00

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)

3.5 %

12

Type of Reporting Person (See Instructions)

OO, HC

SCHEDULE 13G

CUSIP No. 57777K106

1

Names of Reporting Persons

ERIC BANNASCH

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 3,683,052.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,683,052.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,683,052.00

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)

3.5 %

12

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: MAXCYTE, INC.
(b)	Address of issuer's principal executive offices: 9713 Key West Avenue, Suite 400, Rockville, Maryland, 20850
Item 2.
(a)	Name of person filing: (i) Cadian Capital Management, LP, (ii) Cadian Capital Management GP, LLC, and (iii) Eric Bannasch (collectively, the "Reporting Persons")
(b)	Address or principal business office or, if none, residence: For each of the Reporting Persons: 535 Madison Avenue, 36th Floor, New York, New York 10022
(c)	Citizenship: (i) Cadian Capital Management, LP is a Delaware limited partnership, (ii) Cadian Capital Management GP, LLC is a Delaware limited liability company, and (iii) Eric Bannasch is a United States citizen.
(d)	Title of class of securities: Common Stock, par value $0.01 per share
(e)	CUSIP No.: 57777K106
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: As of December 31, 2025, each of the Reporting Persons may have been deemed to have beneficially owned 3,683,052 shares of Common Stock, par value $0.01 per share ("Common Stock"), of MaxCyte, Inc. (the "Issuer"). All securities reported in this Schedule 13G were directly held by Cadian Master Fund L.P. and Cadian Opportunities Master Fund LP (collectively, the "Advisory Clients"), advisory clients of Cadian Capital Management, LP (the "Adviser"). Pursuant to Investment Management Agreements between the Advisory Clients and the Adviser, the Adviser exercises exclusive voting and investment power over securities directly held by the Advisory Clients. Cadian Capital Management GP, LLC is the general partner of the Adviser. Eric Bannasch is the sole managing member of Cadian Capital Management GP, LLC.
(b)	Percent of class: As of December 31, 2025, each of the Reporting Persons may have been deemed to have beneficially owned approximately 3.5% of the shares of Common Stock of the Issuer outstanding, based on 106,674,011 shares of Common Stock outstanding as of November 7, 2025, as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 13, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: As of December 31, 2025, each of the Reporting Persons may have been deemed to have had sole power to vote or to direct the vote of 0 shares of Common Stock.
	(ii) Shared power to vote or to direct the vote: As of December 31, 2025, each of the Reporting Persons may have been deemed to have had shared power to vote or to direct the vote of 3,683,052 shares of Common Stock.
	(iii) Sole power to dispose or to direct the disposition of: As of December 31, 2025, each of the Reporting Persons may have been deemed to have had sole power to dispose or direct the disposition of 0 shares of Common Stock.
	(iv) Shared power to dispose or to direct the disposition of: As of December 31, 2025, each of the Reporting Persons may have been deemed to have had shared power to dispose or to direct the disposition of 3,683,052 shares of Common Stock.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
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. The disclosure regarding the relationships among the Reporting Persons in Item 4 is incorporated by reference herein.
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.

Cadian Capital Management, LP

Signature:	/s/ Eric Bannasch
Name/Title:	Eric Bannasch/Managing Member, Cadian Capital Management GP, LLC, its General Partner
Date:	02/17/2026

Cadian Capital Management GP, LLC

Signature:	/s/ Eric Bannasch
Name/Title:	Eric Bannasch/Managing Member
Date:	02/17/2026

ERIC BANNASCH

Signature:	/s/ Eric Bannasch
Name/Title:	Eric Bannasch/Self
Date:	02/17/2026