Nautilus Biotechnology: Perceptive reports 3.9% stake

The reporting persons said they ceased to be beneficial owners of more than five percent of NAUT common stock on October 16, 2026.

Available on EDGAR 11/03/2026 - 04:00 PM EST Accepted by SEC EDGAR 11/03/2026 - 04:00 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Nautilus Biotechnology, Inc. (NAUT) common stock was reported as beneficially owned by Perceptive Advisors LLC and Joseph Edelman, each at 4,944,512 shares, or 3.9%, with shared voting and dispositive power; neither directly held common stock. Perceptive Life Sciences Master Fund, Ltd. directly held 4,778,652 shares, and C2 Life Sciences LLC directly held 165,860 shares. The reporting persons ceased to be beneficial owners of more than five percent of the common stock on October 16, 2026. Transactions listed on Schedule A were effected in the open market through brokers. The reported percentages were based on 127,372,425 shares outstanding as of October 22, 2026.

Key Figures

Beneficial ownership: 4,944,512 shares Direct holdings: 4,778,652 shares Direct holdings: 165,860 shares +1 more

4 metrics

Beneficial ownership 4,944,512 shares Each reported by Perceptive Advisors LLC and Joseph Edelman; 3.9% of the class

Direct holdings 4,778,652 shares Perceptive Life Sciences Master Fund, Ltd.; 3.8% of the class

Direct holdings 165,860 shares C2 Life Sciences LLC; 0.1% of the class

Common shares outstanding 127,372,425 shares As of October 22, 2026

Key Terms

beneficial owners of more than five percent, Shared Voting Power, Shared Dispositive Power

3 terms

beneficial owners of more than five percent regulatory

"ceased to be the beneficial owners of more than five percent"

Shared Voting Power regulatory

"Shared Voting Power 4,944,512.00"

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 regulatory

"Shared Dispositive Power 4,944,512.00"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many NAUT shares did Perceptive Advisors LLC and Joseph Edelman report owning?

Each reported beneficial ownership of 4,944,512 shares, representing 3.9% of the class, with shared voting and dispositive power. Neither directly held common stock; Perceptive Life Sciences Master Fund, Ltd. and C2 Life Sciences LLC directly held the reported shares.

When did NAUT's reporting persons cease to own more than five percent?

They ceased to be beneficial owners of more than five percent of NAUT common stock on October 16, 2026. The reported ownership percentages were based on 127,372,425 shares outstanding as of October 22, 2026.

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

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Nautilus Biotechnology, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

63909J108

(CUSIP Number)

Perceptive Advisors LLC
Alexander Rakitin, 51 Astor Place, 10th Floor
New York, NY, 10003
646-205-5345

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/05/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 63909J108

1

Name of reporting person

Perceptive Advisors LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,944,512.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,944,512.00

11

Aggregate amount beneficially owned by each reporting person

4,944,512.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.9 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP Number(s): 63909J108

1

Name of reporting person

Joseph Edelman

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,944,512.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,944,512.00

11

Aggregate amount beneficially owned by each reporting person

4,944,512.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 63909J108

1

Name of reporting person

Perceptive Life Sciences Master Fund, Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,778,652.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,778,652.00

11

Aggregate amount beneficially owned by each reporting person

4,778,652.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 63909J108

1

Name of reporting person

C2 Life Sciences LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 165,860.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 165,860.00

11

Aggregate amount beneficially owned by each reporting person

165,860.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Nautilus Biotechnology, Inc.
(c)	Address of Issuer's Principal Executive Offices: 2701 Eastlake Avenue East, Seattle, WASHINGTON , 98102.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby amended and restated as follows: The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentages set forth in row 13 are based on 127,372,425 shares of Common Stock outstanding as of October 22, 2026, as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 27, 2026.
(b)	The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. Neither Perceptive Advisors LLC ("Perceptive Advisors") nor Joseph Edelman ("Mr. Edelman") directly holds any Common Stock. Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund") directly holds 4,778,652 shares of Common Stock, and C2 Life Sciences LLC ("C2") directly holds 165,860 shares of Common Stock. Perceptive Advisors serves as the investment manager to the Master Fund and C2. Mr. Edelman is the managing member of Perceptive Advisors.
(c)	Except as set forth on Schedule A attached hereto as Exhibit 99.1 and incorporated herein by reference, the Reporting Persons have not effected any transactions in the Common Stock since the filing of Amendment No. 5 to this Schedule 13D. All transactions set forth on Schedule A were effected in the open market through brokers.
(e)	On October 16, 2026, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 - Schedule A - Transactions in the Common Stock

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.

Perceptive Advisors LLC

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman, Managing Member
Date:	11/03/2026

Joseph Edelman

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman
Date:	11/03/2026

Perceptive Life Sciences Master Fund, Ltd.

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman, Managing Member
Date:	11/03/2026

C2 Life Sciences LLC

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman, Managing Member
Date:	11/03/2026