Nektar Therapeutics (NKTR) is the issuer in a Schedule 13G/A in which Two Seas Capital LP, Two Seas Capital GP LLC and Sina Toussi report the same beneficial-ownership position: 3,345,978 common shares, or 9.8%. The shares are held by Two Seas Global (Master) Fund LP (3,175,430 shares) and Two Seas Litigation Opportunities Fund LLC (170,548 shares).
The reporting persons report sole voting and dispositive power over 3,345,978 shares and shared power over none. The 9.8% figure is calculated using 34,142,994 common shares outstanding as of August 7, 2026. Sina Toussi is identified as Two Seas Capital’s chief investment officer and the managing member of Two Seas Capital GP.
Key Figures
Beneficially owned common shares:3,345,978 sharesPercent of class:9.8%Global Fund holdings:3,175,430 shares+2 more
5 metrics
Beneficially owned common shares3,345,978 sharesSame reported position for Two Seas Capital LP, Two Seas Capital GP LLC and Sina Toussi
Percent of class9.8%Reported by each reporting person
Global Fund holdings3,175,430 sharesNektar common shares held by Two Seas Global (Master) Fund LP
Opportunities Fund holdings170,548 sharesNektar common shares held by Two Seas Litigation Opportunities Fund LLC
Shares outstanding34,142,994 sharesAs of August 7, 2026; basis for the reported ownership percentage
Key Terms
beneficially owned, sole power to vote, sole power to dispose, investment discretion
4 terms
beneficially ownedfinancial
"Amount beneficially owned"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
sole power to votefinancial
"Sole power to vote or to direct the vote"
sole power to disposefinancial
"Sole power to dispose or to direct the disposition"
investment discretionfinancial
"investment discretion over portfolio investments"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many NKTR shares do the reporting persons report?
Two Seas Capital LP, Two Seas Capital GP LLC and Sina Toussi each report the same beneficial-ownership position of 3,345,978 NKTR common shares, or 9.8%. Two Seas Global (Master) Fund LP holds 3,175,430 shares, and Two Seas Litigation Opportunities Fund LLC holds 170,548 shares.
What share count was used to calculate the 9.8% NKTR ownership figure?
The percentage is based on 34,142,994 Nektar common shares outstanding as of August 7, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
NEKTAR THERAPEUTICS
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
640268306
(CUSIP Number)
09/25/2026
(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):
640268306
1
Names of Reporting Persons
Two Seas Capital 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
3,345,978.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,345,978.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,345,978.00
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)
9.8 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
640268306
1
Names of Reporting Persons
Two Seas Capital 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
3,345,978.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,345,978.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,345,978.00
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)
9.8 %
12
Type of Reporting Person (See Instructions)
OO, HC
SCHEDULE 13G
CUSIP Number(s):
640268306
1
Names of Reporting Persons
Sina Toussi
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
3,345,978.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,345,978.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,345,978.00
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)
9.8 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
NEKTAR THERAPEUTICS
(b)
Address of issuer's principal executive offices:
455 Mission Bay Boulevard South, San Francisco, California, 94158
Item 2.
(a)
Name of person filing:
The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons")
(i) Two Seas Capital LP ("TSC");
(ii) Two Seas Capital GP LLC ("TSC GP"); and
(iii) Sina Toussi.
This statement relates to the Common Stock, $0.0001 par value (the "Common Stock"), of Nektar Therapeutics (the "Issuer") held by Two Seas Global (Master) Fund LP (the "Global Fund") and Two Seas Litigation Opportunities Fund LLC (the "Opportunities Fund," and together with the Global Fund, the "Funds"). The principal business of TSC is providing investment advice as a registered investment adviser and serving as investment manager to the Funds. As such, TSC has been granted investment discretion over portfolio investments, including the Common Stock, held by or for the account of the Funds, including the Funds' voting and discretionary decisions. TSC GP serves as general partner of TSC. Sina Toussi serves as the chief investment officer of TSC and managing member of TSC GP.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 32 Elm Place - 3rd Floor, Rye, New York 10580.
(c)
Citizenship:
(i) Two Seas Capital LP is a Delaware limited partnership; (ii) Two Seas Capital GP LLC is a Delaware limited liability company; and (iii) Sina Toussi is a United States citizen.
(d)
Title of class of securities:
Common Stock, $0.0001 par value
(e)
CUSIP No.:
640268306
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:
Amount beneficially owned as of the date hereof:
TSC - 3,345,978 shares of Common Stock
TSC GP - 3,345,978 shares of Common Stock
Sina Toussi - 3,345,978 shares of Common Stock
(b)
Percent of class:
Percent of class as of the date hereof:
TSC - 9.8%
TSC GP - 9.8%
Sina Toussi - 9.8%
The shares of Common Stock reported for Item 4 total 3,345,978 shares of Common Stock, of which 3,175,430 are held by the Global Fund and 170,548 are held by the Opportunities Fund. TSC may be deemed to have sole power to vote and sole power to dispose of the Common Stock held by the Funds, through its capacity as investment adviser of the Funds. TSC GP may be deemed to have sole power to vote and sole power to dispose of the Common Stock held by the Funds, through its capacity as general partner of TSC. Sina Toussi may be deemed to have sole power to vote and sole power to dispose of the Common Stock owned by the Funds, through his capacity as Managing Member of TSC GP.
The percentages reported for Item 4(b) are calculated based on a total of 34,142,994 shares of Common Stock outstanding on August 7, 2026, as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 14, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
As of the date hereof, the Reporting Persons has sole power to vote or to direct the vote of 3,345,978 shares of Common Stock.
(ii) Shared power to vote or to direct the vote:
As of the date hereof, the Reporting Persons has shared power to vote or to direct the vote of 0 shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition of:
As of the date hereof, the Reporting Persons has sole power to dispose or to direct the disposition of 3,345,978 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of:
As of the date hereof, the Reporting Persons has shared power to dispose or to direct the disposition of 0 shares of Common Stock.
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 disclosure in Item 4, which is incorporated by reference herein.
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.
See disclosure in Item 2, which 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.
Two Seas Capital LP
Signature:
/s/ Sina Toussi
Name/Title:
Sina Toussi / Managing Member of Two Seas Capital GP LLC, its General Partner
